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HomeMy WebLinkAbout200406300659 Return Address: City Clerk City of Bremerton 239 Fourth Street Bremerton, WA 98337 FIRST FIMERICRN TITLE INS DEED ~3.OO Ki'c~ap Co, WA AUDITOR/RECORDER'S INDEXING FORM Document Title: Special Warranty Deed Reference Number of Documents assigned or released: Grantor: U.S. Bank National Association [] Additional names on page of document. Grantee: City of Bremerton ~ Additional names on page of document. Legal Description: Govt Lot 2, S 13 T24N R 1E I(abbreviated) Additional legal is on page 4 of document. ~Assessor's Property Tax Parcel/Account 132401-3-189-2009 ~qumber: Kti'ERP COUNTY TREASURER EXCISE 06/30/2004 · . , 2004EX05207 To, hi · $175~e e~ Clerk's ZnLf. I&I SPECIAL WARRANTY DEED U.S. Bank National Association, a national banking association, as successor in interest to West One Bank, Washington ("Grantor"), for and in consideration of mutual benefits derived and/or other valuable consideration, receipt of which is hereby acknowledged by Grantor~ grants, with special warranty covenants, to the City of Bremerton ("Grantee"), a Washington municipal corporation, for any and all municipal services, the following described real property situated in the County of Kitsap, State of Washington described on Exhibit A attached hereto and made a part hereof ("Property"). Together with all the privileges and appurtenances to the same belonging: To have and to bold the Property unto Grantee, its successors and assigns, in fee simple forever; and Grantor for itself and for its successors, hereby warrants, with special warranty covenants, with the Grantee, its successors and assigns forever, that it is lawfully seized in fee simple and that it will defend the same from and against the lawful claims of persons claiming by, through or under the Grantor, but not against the claims of others whomsoever; and that the conveyance of the Property is made subject to (a) all liens and encumbrances created or assumed by Grantee; (b) zoning ordinances; (c) legal highways; (d) covenants, restrictions, conditions and other matters of record; (e) real estate taxes and assessments not yet due and payable; (f) all matters which may be disclosed by an accurate survey or an inspection of the Property; and (g)the matters described in Exhibit B attached hereto and made a part hereof. This conveyance is further subject to the tbllowing restrictions imposed on the Property: (1) No portion of the Property shall be used or occupied for the principal or incidental purpose of banking, financial, brokerage and/or for the operation of any credit union; provided however, that the Property may be used or occupied for the principal or incidental purpose of accounting. The foregoing restrictions shall constitute covenants running with the land for a period of five (5) years from the date of this Deed after which they shall lapse and shall be of no further force and effect. (2) No portion of the Property shall be used or occupied for the operation of any automated or remote teller machine. The foregoing restrictions shall constitute covenants ~t6/30/20~4 03: FIRST Aii£RICAhl TITLE IHS DEED ~300 gi[Eap Co, WA running with the land for a period of twelve (12) months from the date of this Deed after which they shall lapse and shall be of no further force and effect The violation of any of the above restrictions shall be enforceable, in both law and equity, entitling Grantor to both injunctive relief and compensatory damages including reasonable attomey fees, and the Grantee, its successors and assigns by accepting this Deed consents and agrees to hold the Property subject to the restrictive covenants expressed above. Invalidation by any one of these restrictions by judgment or court order shall in no way affect any other restriction, which shall remain in full force and effect. IN WITNESS WHEREOF, said association has caused this instrument to be executed by its proper officer this C;~~-~ day of ~ ,2004. GRANTOR: ~Print_Name:/~'ta~e'~- ~. ~'~da,~'~N Title:.~l~/° ~".~o~,~r~',~'~-~,. ~ ACKNOWLEDGEMENT STATE OF (~J t c~ c~ .) COUNTY OF /~~-~ ) On this ~J~ay of ~ , 2004, before me appeared ~t~d~.~_ tiP, ~'~t~ personally known to me, who being by me duly sworn, did say that he is the ~'~9 -- of U.S. Bank National Association, a national banking association, and that said instrument was signed on behalf of said association, and that he acknowledged said instrument to be the free act and deed of said association. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in the county and state aforesaid the day and year written above. Notary P~ge~ 3 of 5 Nolm~ Publtc, '.' FIRST R~[RICAN TITLE INS DEED ~3.OO Ki~sap Co, WA EXHIBIT A LEGAL DESCRIPTION That portion of Government Lot 2, Section 13, Township 24 North, Range 1 East, W.M., in Kitsap County, Washington, described as follows: Beginning at the Northeast comer of Block 16, Town of Bremerton, according to the plat recorded in Volume 2 of Plats, Page 30, records of Kitsap County, Washington; thence North 60 £eet to the Southeast comer of intersection ole Pacific Avenue and 6th Street and the Tree Point of Beginning; thence North along the West margin of Pacific Avenue 200 feet; thence West along the South margin of 7th Street a distance of 250 feet; thence South 97 feet; thence West 20 feet; thence South 103 feet to the North margin Of 6th Street; thence East 270 feet to the True Point of Beginning. EXHIBIT B PERMITTED EXCEPTIONS 1. Easements, claims of easements or encumbrances which are not shown by the public records. 2. (A) Unpatented mining claims; (B) reservations or exceptions in patents or in acts authorizing the issuance thereof; (C) water rights, claims or title to water; and (D) Indian tribal codes or regulations, Indian treaty or aboriginal rights, including easements or equitable servitudes; whether or not the matters excepted under (A), (B), (C) or (D) are shown by the public records. 3. Any lien, or right to a lien, for services, labor, materials or medical assistance theretofore or hereaRer furnished, imposed by law and not shown by the public records. 4. Any service, installation, connection, maintenance, construction, tap or reimbursement charges/costs for sewer, water, garbage or electricity. 5. Easement in favor of the City of Bremcrton for streets and utilities under recording no. 200401300476. 6. Matters disclosed in that certain survey recorded September 16, 2003 under recording no. 200309160285. Cin Library/14(16208.4 0B/00/2004 21:31 9529443188 BRUCE MACGREGOR PAGE 82/83 AMENDMENT TO PURCHASE AOREI~IV~NT day of T]-L~ AML~ID/Vi~2qT TO PURCHA~ A~ ("A~ee~") ~d U.S. B~K NATION~ ~SOCIATION, W~S, Se~ ~d P~cI ~ve ~t~ed hto ~at c~ P~c~ ~ent da~ ~le I0, 2003 ('~ A~e~"), for c~u ~e~ co~y ~o~ a~ ~07 Paci~ Aveu~ ~r~u, W~AS, ~c~ ~s ~ all of the ~chas~'s ~u~encJes P~o ~cnt ~ Se~er ~ ~xved ~I of~e SeIle~'s ~u~encies ~ee~ ~ S~on 11 of~ ~e J~ 28~ 2004; des~ ~ ex~d ~e ~a~ ef Clo~g ~M~e5 1, 20~, ~ on er bef~ NOW, ~O~, ~ e~fion of~e ~go~ ~i~ a~ 1, ~eller ~d ~s~ ~eby a~ee ~ ~d ~e ~te of ~e~ ~ aa or be[o~ J~e 28~ 2004~ ~e~ ~s ~ ~f~ ~c~er'~ Con~g~ p~l ~ Seefi~ 3 e~e ~ch~e A~e~t and Se~ w~ve~ ~1 o~o SeIlet'm Co~t]~Cl~ p~t to Section 11 of ~e P~e 2, ~s A~ent ~y be ~ecu~ ~ i~n~ co~s, each of w~ch odg~a[ for all ~a~o~es ~d all efw~eh ~o~s~mie, ~vely, o~ a~t. ' ' receav~ by fa~e, ~all be ~ ~Ie ~d as bEd~g ~ ~ ~e~ 3. ~s ~ent ~ bm~ upon ~d ~es ~ ~e benefit of~ p~es h~ao a~ ~ ob~ous ~d~ ~ P~c~ ~ w~ ~Mll re~ r~ ~e~ exert a* a~aded h~e~, ~f ~y provision h~eof is, for i~pp~blh ~ o~ ~ov~iom h~eof wi~ ~ ~ ~1 force ~ e~ ~enfomeablo ~ i~pp~bl~ pmv~ion ~ never ~*n c~ h~e~, 2hove ~SS ~OF, ~er ~d Se1Ier bye ex~/od ~ T~fle: ~t ~e Print Nme: ~ Title: Mayor 06/09/2004 2i:31 0520443108 BRUCE ~4ACGREGOR PAGE 03/83 That Po~on of C~v~ni ~t 2, $~fi~ 13, To~p 24 ~e~ at t~ No~t co~r of Block I5, To~ P~, ]Page 30, zeco~ of~e Co~. W~;~..J ~[_o.~ ~zo~mg ~ ~e p{s.t ~ded iu VoI~e 2 of Pac~c Av~e a~ ~m S~e~ ~d ~e T~e Po~t of Ave.~e 200 fo~ ~oe West ~g ~ ~encc ~o~ al~ ~ ~est ~n of Pac~c REAL ESTATE PURCHASE AND SALE AGREEMENT CITY OF BREMERTON, with an address of 239 Fourth Street, Bremerton, WA 98337 ("Pumhaser"), hereby agrees to purchase, and U.S. BANK NATIONAL ASSOCIATION, with an address of 4480 Emerald Avenue, Cincinnati, Ohio 45242 ("Seller"), agrees to sell the real property commonly known as 607 Pacific Avenue, Bremerton, Washington, and more particularly described in Exhibit "A" attached hereto and made a part hereof, together with the land and all associated buildings, improvements, fixtures, easements, rights-of-way and appurtenances belonging or in any way appertaining thereto, if any, and the fixtures, equipment (including the vaults, undemounter steel and teller line) and all personal property, if any, located thereon as of the date of Closing, but excluding the drive-up island equipment and ATM(s) (collectively, the "Property"), at the price and upon the terms and conditions set forth below: 1. Price and Terms. The purchase price is One Million Dollars ($1,000,000.00) payable in cash at closing ("Purchase Price"). 2. Effective Date. The Effective Date of this Agreement (hereafter the "Effective Date") shall be the date on which the latter of either Purchaser or Seller affixes their signature to this document, thereby making this Agreement fully executed. 3. Purchaser's Contingencies. Purchaser shall have sixty (60) days from the Effective Date of the Agreement (the "Due Diligence Period") to perform the following: (a) Obtain acceptance of its terms by the Bremerton City Council. (b) Review and approve a title report on the Property prior to Closing. The title shall show Seller in marketable title in fee simple free and clear of all liens and encumbrances except: (a) those created or assumed by Purchaser; (b) zoning ordinances; (c) legal highways; (d) covenants, restrictions, conditions and other matters of record acceptable to Purchaser; (e) real estate taxes and assessments not yet due and payable; and (f) all matters which may be disclosed by an accurate survey or an inspection of the Property (collectively, the "Permitted Exceptions"). The cost of Purchaser's title commitment and the basic owner's title insurance policy, including all abstracting, title examination, document preparation and copying charges incurred in the preparation of said commitment and insurance shall be split equally between Purchaser and Seller. (c) Perform and/or review a feasibility study, all at Purchaser's sole cost and expense, for the Property as follows: (1) Purchaser's feasibility study may include (but is not limited to) a Phase I and/or Phase I! environmental assessment, utilities availability and capacity, access availability, zoning, preliminary architectural and engineering studies. (2) A Phase I environmental assessment generally will consist of a review of title of ownership and land use, review of geologic and hydrologic maps of the area, review of federal and state databases for known hazardous water generators or contaminated sites and a site visit. If the Phase I review reveals the potential of a contaminated site, a Phase II environmental assessment may be conducted which generally will consist of on-site sampling, including the digging or boring of test holes for soil samples. Seller will be notified if a Phase II environmental assessment is to be conducted, and Seller's consent to such Phase II shall be obtained prior to commencement of any work. (d) Conduct an appraisal at Purchaser's cost and expense. The appraisal must show that the value of the Property, as appraised, meets or exceeds the Purchase Price. Purchaser's obligation under the Agreement shall be expressly subject to its approval of the Property and the results of its due diligence review of the Property, such approval to be determined by Purchaser in its sole and absolute discretion. If any of the above "Contingencies" are not satisfied by the last day of the Due Diligence Period, and Purchaser desires to terminate this Agreement, then Purchaser must deliver written notice to Seller stating that Purchaser desires to terminate this Agreement (the "Termination Notice"). If Purchaser fails to deliver the Termination Notice so that it is received by Seller on or before 5:00 p.m. Eastern Standard Time on the last day of the Due Diligence Period, then Purchaser shall be deemed to have waived all Contingencies and to have elected to proceed with this Agreement. If Purchaser either fails to deliver such a notice to Seller by the prescribed time on the last day of the Due Diligence Period or notifies Seller in writing that it waives all Contingencies, the Earnest Money (as defined below) will become the property of Seller, will be non-refundable to Purchaser, and will apply as a credit toward the Purchase Price at the Closing. If Purchaser gives Seller a timely Termination Notice, then this Agreement shall terminate, in which event the Earnest Money shall be returned to Purchaser as Purchaser's sole remedy and neither Seller or Purchaser shall have any further rights, duties or obligations, except for any liabilities, rights, duties or obligations that expressly survive this Agreement, unless, within ten (10) days after Seller's receipt of the Termination Notice, Seller elects to notify Purchaser (the "Mitigation Period Notice") that Seller will use reasonable efforts to cure Purchaser's obligation(s) listed in the Termination Notice. If Seller sends a timely Mitigation Period Notice but does not cure Purchaser's objection(s) by thirty (30) days after the date of the Termination Notice (the "Remedy Period"), then this Agreement shall terminate on that date, in which event the Earnest Money shall be returned to Purchaser as Purchaser's sole remedy. All inspections, studies, reports, surveys, reviews, applications and approvals shall be Purchaser's sole responsibility and expense. Except to the extent prohibited by law, all Property information, including the results of any inspection, report or analysis of the Property, will be kept strictly confidential by Purchaser, and may be shared only with bona fide potential lenders, tenants or purchasers of the Property. Any potential tenants or purchasers of the Property shall first execute confidentiality agreements in a form reasonably satisfactory to Seller before reviewing the Property information. If this Agreement is terminated, then Purchaser will immediately provide to Seller all copies of all information, if any, provided by Seller or its consultants concerning the Property. Purchaser and Purchaser's designees will be entitled to access to the Property at reasonable times during the Due Diligence Period, to undertake studies and inspections to satisfy the Contingencies. Purchaser agrees to schedule and perform any inspections or tests of the Property in coordination with an on-site representative of Seller and in such a way as will cause the least possible disruption to Seller's activities. After completion of the studies and inspections, Purchaser and Purchaser's designees will promptly and diligently restore the Property to at least as good a condition as existed immediately prior to any such inspections or studies. Purchaser agrees to indemnify and hold Seller harmless from all loss, liability, claim and expense (including reasonable attorneys' fees) arising out of the acts or omissions of Purchaser or its designees on the 2 Property, including, but not limited to, mechanic's liens, damage to persons or property and third party claims. 4. Damage or Destruction of Property. Risk of physical loss to the Property shall be borne by Seller until Closing, provided that if the Property shall be substantially damaged or destroyed before this transaction is closed, Purchaser may (a) proceed with the transaction and be entitled to all insurance, if any, but in no event more than eighty percent (80%) of the Purchase Price payable to Seller under all policies covering the Property, or (b) terminate this Agreement and thereby releasing all parties from liability hereunder, except as otherwise provided in this Agreement, by giving written notice to Seller within ten (10) days after Purchaser has been provided written notice of such damage or destruction by Seller. Failure by Purchaser to so notify Seller shall constitute an election to terminate the transaction. 5. CONDITION OF PROPERTY AND IMPROVEMENTS. EXCEPT AS PROVIDED IN THIS PARAGRAPH, SELLER MAKES NO REPRESENTATION OR WARRANTY RESPECTING, AND PURCHASER HEREBY RELEASES SELLER FROM, THE ECOLOGICAL, ENVIRONMENTAL, OR PHYSICAL CONDITION AND/OR USE OF THE PROPERTY, ITS COMPLIANCE WITH APPLICABLE LAWS, ZONING OR OTHER MATTERS WITH RESPECT THERETO. PURCHASER IS RELYING SOLELY UPON ITS OWN EXAMINATION OF THE PROPERTY AND SHALL ACCEPT THE PROPERTY IN "AS-IS" CONDITION WITHOUT IMPLIED OR EXPRESS WARRANTY, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE. TO TIlE BEST OF SELLER'S KNOWLEDGE, WITHOUT INDEPENDENT INVESTIGATION OR INQUIRY, SELLER REPRESENTS TIlAT IT IS NOT AWARE OF EXISTENCE OF, OR HAS CAUSED OR ALLOWED TO BE CAUSED, ANY ENVIRONMENTAL CONDITION DURING SELLER'S OWNERSHIP OF THE PROPERTY (INCLUDING, WITHOUT LIMITATION, A SPILL, DISCHARGE OR CONTAMINATION) THAT EXISTED AS OF AND/OR PRIOR TO THE CLOSING DATE OR ANY ACT OR OMISSION OCCURRING PRIOR TO THE CLOSING DATE, THE RESULT OF WHICH MAY REQUIRE REMEDIAL ACTION PURSUANT TO ANY FEDERAL, STATE OR LOCAL LAW OR MAY BE THE BASIS FOR TIlE ASSERTION OF ANY TIIlRD PARTY CLAIMS, INCLUDING CLAIMS OF GOVERNMENTAL ENTITIES, EXCEPT FOR ANY MATTERS ADDRESSED IN THAT CERTAIN PRELIMNARY ASBESTOS INSPECTION REPORT DATED JUNE 3~ 1996~ PREPARED FOR WEST ONE BANK AND IN THAT CERTAIN ASBESTOS MAINTENANCE PROGRAM DATED ,JUNE 4~ 1996~ PREPARED FOR WEST ONE BANK~ TIlE SELLER'S PREDECESSOR IN INTEREST. FOR THE PURPOSE OF TIIlS AGREEMENT, ALL REFERENCES TO "SELLER'S KNOWLEDGE" OR ANY DERIVATION THEREOF SHALL MEAN THE CONSCIOUS ACTUAL KNOWLEDGE OF STEVEN R. FRANKEL, VICE PRESIDENT, WITHOUT INDEPENDENT INVESTIGATION OR OTHER INQUIRY. 6. Conveyance and Closing. Purchaser shall be entitled to possession on the day of Closing. Subject to any extension as provided in Section 12 below, the closing ("Closing") shall occur on a mutually acceptable date at least (150) days after the last day of the Seller's Contingency Period, as defined below in Section 11, but in no event later than March 1, 2004. Seller may elect to accelerate the date of Closing upon notice to Purchaser. The escrow closing and issuance of an 3 owner's policy of title insurance shall be handled by First American Title Insurance Company's National Accounts Office at First American Title Insurance Co., 6077 Primacy Parkway, Suite 12lB, Memphis, Tennessee 38119, Attn: Rita Bost (ph: (800) 851-1757 and facsimile: (901) 680- 9158) and its local office (the "Escrow Agent") at a time mutually satisfactory to the parties hereto. At Closing, Seller shall deliver to Purchaser a special warranty deed, subject to the Permitted Exceptions. Said Deed shall be substantially similar to the sample deed, which is attached hereto and incorporated by reference herein as Exhibit "B," including the restrictive covenant against financial use as set forth therein. Purchaser shall pay costs typically assessed Purchasers for the transaction including any surveys, inspections, extended coverage for title insurance, and recording fees at closing. Seller shall pay costs typically assessed Sellers, including its legal fees, deed preparation, and real estate excise taxes. Purchaser agrees that Escrow Agent shall issue the owner's policy if Purchaser elects to buy title insurance. 7. Taxes and Assessments, Rents and Deposits. Real estate taxes, rants or deposits shall be prorated through the date of Closing. Purchaser shall assume all liability for any and all real estate taxes and/or assessments, special or otherwise, on the Property after the date of Closing. 8. Earnest Money. Upon full execution of this Agreement, Purchaser will deposit in escrow with Escrow Agent earnest money in the amount of Fifty Thousand and No/Dollars ($50,000.00) (the "Earnest Money"). The Earnest Money shall be held in an interest bearing account maintained by Escrow Agent to be disbursed as follows: (a) to be applied to the Purchase Price when the transaction is closed; (b) if Seller fails or refuses to perform its obligations under this Agreement, the Earnest Money shall be returned to Purchaser as Purchaser's sole remedy; (c) if Purchaser fails or refuses to perform its obligations under this Agreement, the Earnest Money shall be paid to Seller, which payment shall be the sole remedy for non-performance of Purchaser. PURCHASER AND SELLER INTEND THAT SAID AMOUNT CONSTITUTES LIQUiDATED DAMAGES: AND SO AS TO AVOiD OTHER COSTS AND EXPENSES TO EITHER PARTY IN CONNECTION WITH POTENTIAL LITIGATION ON ACCOUNT OF PURCHASER'S DEFAULT. PURCHASER AND SELLER BELIEVE SAiD AMOUNT TO BE A FAIR ESTIMATE OF ACTUAL DAMAGES; or (d) in the event of a dispute over the disposition of the Earnest Money, the Earnest Money shall be placed in an interest bearing escrow account until (i) Purchaser and Seller have settled the dispute or (ii) disposition has been ordered by a final court order. Each of the undersigned agrees and consents that Escrow Agent may act as escrow agent on behalf of the undersigned hereunder and, waives any conflicts-of-interest which might otherwise arise. Seller and Purchaser hereby agree to indemnify and save harmless Escrow Agent from all claims, losses, damages and expenses, including without limitation, reasonable attorney's fees, arising out of this escrow, except for the negligence or intentional misconduct of the Escrow Agent. In the event that litigation or a threat of litigation arises out of this Agreement, Escrow Agent, with fourteen (14) days prior notice to the parties hereto, may resign and deposit the Earnest Money with a court of competent jurisdiction in the county in which the Property is located. 9. Miscellaneous. This Agreement constitutes the entire agreement and no oral or implied agreement exists. Any amendments to this Agreement shall be in writing, signed by Purchaser and Seller and copies provided to them. This Agreement shall be binding upon the parties, their heirs, administrators, executors, successors and assigns, subject to this Section. Seller and Purchaser each warrant that the officer executing this Agreement on behalf of each has full authority to execute the same, to bind Seller and Pumhaser respectively and to cause Seller and 4 Purchaser respectively to perform this Agreement. Purchaser may assign its rights under this Agreement to a third party, subject to the approval of the Seller. Time is of the essence of all provisions of this Agreement. Captions are for identification only and are not a part of this Agreement. This Agreement shall be governed by the laws of the State in which the Property is located. The covenants, restrictions and other provisions of this Agreement shall survive the Closing and shall not merge into the deed of conveyance delivered at the Closing. All notices hereunder shall be written and sent by certified mail, return receipt requested or overnight mail by a national courier to the addresses as follows: To Seller: Steven R. Frankel, Vice President U.S. Bank - Corporate Real Estate 4480 Emerald Avenue Cincinnati, Ohio 45242 Telephone: (513) 794-8782 Facsimile: (513) 794-8791 With copies to: Marsha L. Ward, Asst. Vice President U.S. Bank -Corporate Real Estate 4480 Emerald Avenue Cincinnati, Ohio 45242 Telephone: (513) 794-8790 Facsimile: (513) 794-8791 And: Frost Brown Todd LLC 201 E. Fifth Street, 2200 PNC Center Cincinnati, Ohio 45202 Attn: Christina M. Sprecher, Esq. Telephone: (513) 651-6105 Facsimile: (513) 651-6981 To Purchaser: Kathleen McCluskey Director of Administrative Services 239 Fourth Street Bremerton, WA 98337 Telephone: (360) 473-5234 Facsimile: (360) 473-5850 10. Broker's Fee. Each party represents to the other party that no real estate broker, consultant, finder or like agent has any interest in this transaction other than Asset Advisors, LLC, 1999B Brownsboro Road, Louisville, KY, 40206, whose commission is to be paid by the Seller per a separate agreement. Each party hereby agrees to indemnify and hold the other harmless from and against all claims, liabilities and expenses, including reasonable attorneys' fees, arising out of any 5 claim by any other broker, consultant, finder or like agent with whom the indemnifying party has dealt or negotiated. 11. Seller's Contingencies. Seller shall have one hundred twenty (120) days, which shall commence on the first day of the Purchaser's Due Diligence Period, as extended for each day used of the Remedy Period (the "Seller Contingency Period") to perform the following: (a) locate an alternative location for relocation from the Property ("Replacement Property"); (b) enter into a binding agreement for such Replacement Property; (c) obtain all desired and necessary approvals, internal and otherwise, permits and the like and to perform all diligence required for such relocation ("Seller's Contingencies"). The terms of the relocation and suitability of the Replacement Property shall be acceptable to Seller in it sole discretion. If, the above "Contingencies" are not satisfied by the Seller Contingency Period, and if Seller desires to terminate this Agreement, then Seller shall deliver written notice to Purchaser stating that Seller desires to terminate this Agreement (collectively, the "Seller's Termination Notice"). If Seller fails to deliver the Seller's Termination Notice so that it is received by Purchaser on or before 5:00 p.m. Eastern Standard Time on the last day of the Seller's Contingency Period, then Seller shall be deemed to have waived all Contingencies and to have elected to proceed with this Agreement. If Seller gives Purchaser a timely Seller's Termination Notice, then this Agreement shall terminate, in which event the Earnest Money shall be returned to Purchaser as Purchaser's sole remedy and neither Seller or Purchaser shall have any further liabilities, rights, duties or obligations, except for any liabilities, rights, duties or obligations that expressly survive this Agreement. Seller shall have the option to waive the Seller's Contingency Period upon thirty (30) days notice to Purchaser, and proceed to Closing. 12. Maintenance of Property. Except for normal wear and tear, and the provisions of Section 4 above, Seller shall maintain the Property in the same condition as of the date of execution of this Agreement to the date of Closing, including, but not limited to, maintenance of the mechanical systems and maintenance of the structural integrity of the building and equipment on the Property. Purchaser shall have the opportunity to walk through the Property prior to Closing to determine compliance with this Section. In the event Purchaser determines non-compliance herein, Purchaser shall provide written notice of the same to Seller. Seller shall be given thirty (30) days after receipt of Purchaser's written notice to reasonably cure said non-compliance in which case the Closing date shall be extended for the time necessary for Seller to cure as pi:ovided herein. In the event said non-compliance cannot be reasonably cured within such thirty (30) day period, Pumhaser shall diligently pursue the same and prosecute the same to completion with due diligence. 6 13. Expiration and Acceptance. This offer shall remain open for acceptance until 5:00 p.m. Cincinnati, Ohio time on ~Jt ~ ~?~ ?__(D ,2003, at which time it will expire and hold no obligation for either Purchaser or Seller, unless both Purchaser and Seller have by this date both signed their acceptance. PURCHASER: By:CITY OF ~"~ BREMERTON~ Print Name: Cary Bozeman Title: Mayor Tax ID Number: ~/' &t~3/~)~ / Signed on ,.-JOm~ .~ ,2003. 7 SELLER'S ACCEPTANCE The undersigned hereby acknowledges receipt of the above offer to purchase and accepts the offer and agrees to ail of the terms and conditions contained therein. U.S BANK NATIONAL ASSOCIATION By: ~ Dtint Name: Steven R. Frankel, CCIM, MCR T~tle: Vice President, U.S. Bank Corporate Real Estate Signed on ~t/5o ,2003. 8 EXHIBIT A LEGAL DESCRIPTION That portion of Government Lot 2, Section 13, Township 24 North, Range 1 East, W.M., in Kitsap County, Washington, described as follows: Beginning at the Northeast comer of Block 16, Town of Bremerton, according to the plat recorded in Volume 2 of Plats, Page 30, records of Kitsap County, Washington; thence North 60 feet to the Southeast corner of intersection of Pacific Avenue and 6th Street and the True Point of Beginning; thence North along the West margin of Pacific Avenue 200 feet; thence West along the South margin of 7th Street a distance of 250 feet; thence South 97 feet; thence West 20 feet; thence South 103 feet to the North margin of 6th Street; thence East 270 feet to the Tree Point of Beginning. 9 EXHIBIT B Return Address: City Clerk City of Bremerton 239 Fourth Street Bremerton, WA 98337 AUDITOR/RECORDER'S INDEXING FORM Document Special Warranty Deed ride(s): Reference Number(s) of Documents assigned >r released: Grantor(s U.S. Bank National Association ): ~ Additional names on page of document. Srantee(s City of Bremerton ):)~ Additional names on page of document. ~egal Description: (abbreviated) hal legal is on pag~e of document. Property Tax Parcel/Account SPECIAL WARRANTY DEED U.S. Bank National Association, a national banking association, as successor in interest to West One Bank, Washington ("Grantor"), for and in consideration of mutual benefits derived and/or other valuable consideration, receipt of which is hereby acknowledged by Grantor, grants, with special warranty covenants, to the City of Bremerton ("Grantee"), a Washington municipal corporation, for any and all municipal services, the following described real property situated in the County of Kitsap, State of Washington described on Exhibit A attached hereto and made a part hereof ("Property"). 10 Together with ail the privileges and appurtenances to the same belonging: To have and to hold the Property unto Grantee, its successors and assigns, in fee simple forever; and Grantor for itself and for its successors, hereby warrants, with speciai warranty covenants, with the Grantee, its successors and assigns forever, that it is lawfully seized in fee simple and that it will defend the same from and against the lawful claims of persons claiming by, through or under the Grantor, but not against the claims of others whomsoever; and that the conveyance of the Property is made subject to (a) ail liens and encumbrances created or assumed by Grantee; (b) zoning ordinances; (c) legal highways; (d) covenants, restrictions, conditions and other matters of record; (e) reai estate taxes and assessments not yet due and payable; (f) all matters which may be disclosed by an accurate survey or an inspection of the Property; and (g) the matters described in Exhibit B attached hereto and made a part hereof. This conveyance is further subject to the following restriction imposed on the Property: No portion of the Property shall be used or occupied for the principai or incidentai purpose of banking, financiai, brokerage and/or for the operation of any automated or remote teller machine and/or credit union. The foregoing restrictions shall constitute covenants running with the land for a period of five (5) years from the date of this Deed after which they shall lapse and shall be of no further force and effect. The violation of any of these restrictions shall be enforceable, in both law and equity, entitling Grantor to both injunctive relief and compensatory damages including reasonable attorney fees, and the Grantee, its successors and assigns by accepting this Deed consents and agrees to hold the Property subject to the restrictive covenants expressed above. Invalidation by any one of these restrictions by judgment or court order shall in no way affect any other restriction, which shall remain in full force and effect. IN WITNESS WHEREOF, said corporation has caused this instrument to be executed by its proper officers this day of ,2003. GRANTOR: U.S. BANK NATIONAL ASSOCIATION By: Print Name: Title: 11 ACKNOWLEDGEMENT STATE OF _) ) SS. COUNTY OF ) On this __ day of ,2003, before me appeared , personally known to me, who being by me duly sworn, did say that he is the of U.S. Bank National Association and that said instrument was signed and sealed on behalf of said organization and that he acknowledged said instrument to be the free act and deed of said corporation and that it was executed for the consideration stated therein and no other. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in the county and state aforesaid the day and year written above. Notary Public APPROVED AS TO FORM Roger A. Lubovich, City Attorney 12 Insert Exhibit A - Legal Description Insert Exhibit B - Title Exceptions from Title Commitment CinLibrary/1282076,6 13 Attn: ROW Department P~ge: I of 4 RIGHT-OF-WAY EASEMENT REFERENCE #: GRANTOR: U.S. Bank National Association GRANTEE: City of Bremcrton · ' ~,1 ~- SHORT LEGAL: ~__~.~c ~t ~ I~, TZClN ~ V~, ASSESSOR'S PROPERTY TAX PARCEL: I ~. Li(31 ' ~ - I'~O~ - 2_0 For value received, U.S. Bank National Association, a national banking association ("Grantor"), hereby grants to the City of Bremerton, a Washington municipal corporation, ("Grantee"), a right-of-way easement for the construction, operation, maintenance, repair, replacement, improvement, removal, and enlargement of stree, ts and for utility systems for the purpose of Unmsmission, distribution, and sale of electricity and other utilities, such systems iv, eluding but not limited to underground facilities of conduits. lines, cables, vaults, switches and transformers for electricity; fiber optic cable and other lines, cables, and facilities for communications; semi-buried or ground-mounted facilities and pads, manholes, meters, fixtures, attachments, and any and all other facilities or appurtenances necessary or convenient to any or all of the foregoing (the "Easement Work"), along the general course now located by Grantee on, over or under the surface of a portion of the real property of Grantor in Kitsap County, State of Washington, as more particularly described as follows: INSERT DESCRIPTION Assessor's Map No, Taxlot ~3~[(3]-_~. [~e~- Said fight-of-way easement to be. [0 -~'t%,~ wide and feet in length, more or less, and located a~ong the ~. ~- boundar~ of the Grantor's property as depicted on Exhibit "A" attached hereto. Together with the fight of ~ngress and egress to and from the fight-of-way easement area by such route within the fight-of-way easement area as shall occasion the least practical damage and inconvenience to Grantor; and together with the present and (without payment therefor) the futur~ right to keep the fight of way and adjacent lands clear of all brush, trees, timber, structures, buildings and other hazards which might endanger Grantee's facilities or impede Grantee's activities, subject to the terms stated herein. The fights granted to the Grantee hereunder are subject to the following: Grantee covenant~ and agrees to be liable for and hold Grantor harmless from any liability during the right-of-way Easement Work inclnding indemnifying Grantor against loss or damage which occurs as a reanlt of Grantee's negligent acts or omissions in the exereise of its fight-of-way easement rights herein. Grantee covenants and agrees to protect any excavations or trenches during the fight-of-way Easement Work and to promptly fill any said excavations or trenches following such work. Grantee further agrees to restore the right-of-way easement area to substantially its prior condition. Grantee's operations upon the right-of-way easement area shall be subject to the reasonable direction of Grantor. All Right-of-way Easement Work conducted by Grantee on Grantor's property shall he limited to the fight-of-way easement area. Grantee shall use the fight-of-way easement area at such times and in such manner so as to minimize the effect on the balance of Grantor's property. Grantee shall ensure that ingress and egress to Grantor's property shall remain open at all times during the Right- of-way easement Work. Grantee covenants and agrees that existing driveways, fences, underground drainage tile or other site features, which are removed or disturbed shall, to the extent reasonably possible, be replaced by Grantee to conform xvith features or items removed during the right-of-way Easement Work. Grantee further agrees that all grassed areas distu~ed by the right-of-way Easement Work shall be sodded within a reasonable time after such work is complete. The fights and obligations of the parties hereto shall he binding upon and shall benefit their respective heirs, successors and assigns. Dated this ~day of ~'~.Ce..~r', 2003, GRANTOR: Title: ..~v'f .x'-.~.,~,~/~",,~_~,~ REPRESENTATIVE ACKNOWLEDGEMENT STATE OF (~)/-~JA4~ ) cot vr¥ OF ) This instrument was acknowledged before me on this ~' day of 2003, by ~L~' .J~. P./~a-~(~?', as fr. ~'C~/%~/,~Ce~-of U.S. Bank National Association, a nationai banking association, on behal[ of said association. My commission expires: GRANTEE: City o f~..mm~X on~ Pdnt Name: Cary Bozeman Title: Mayor REPRESENTATIVE ACKNOWLEDGEMENT STATE OF ~AJa~h, r~o.~ror'~, ) ,2 ) ss. COUNTY OF .~,i'~.'~,a 0 ) This instrument was acknowledged before me on this ~ day of _~eO f: rr'~[oe.,t~ . 2003, by~~l~,as ~r, tlO~ of the City of Bremcrton, a Washington municipa'i"cor~oration, on behalf of said'~or~oration. CITy OF P~ ~.OO Kitsap Co~ ~ : Exhibit A That portion of Government Lot 2, Section 13, Township 24 North, Range 1 East, W.M., situated in Kitsap County, Washington, mor~ particularly described as follows: Beginning at the int~rraection of the west margin of Pacific Avenue with the north margin of 6th Street, also b~ing the southeast corner of the property shown in Volume 10 of the book of surveys, Page 155, records of Kitsap County, Washington; thence N 1 degree 35 minutes 30 seconds E 30.00 feet along said west margin of Pacific Avenue to the true point of beginning; thence continuing N 1 degree 35 minutes 30 seconds E 30.00 feet along said west margin; thence leaving said west margin, N 88 degrees 24 minutes 30 seconds W I0.00 feet; thence S 1 degree 35 minute~ 30 seconds W 30.00 feet; thence S 88 degrees 24 minutes 30 seconds E 10.00 feet to the said west margin of Pacific Avenue and the true point of b~ginning. LOULibrary/311451,1 CITY OF RI~ ~2.$e kii~ap Co, I~R '