053-18 - Waterman Investment Partners, LLC - Contract Amendment Addendum 2Addendum No. 2 to
REAL ESTATE PURCHASE AND SALE AGREEMENT
THIS ADDENDUM NO. 2 to the Real Estate Purchase and Sale Agreement for the
property located at 640 Bay Street, Port Orchard, Kitsap County, Washington, is executed by
and between Waterman Investment Partners, LLC, a Washington Limited Liability Company
hereafter ("Buyer") and the City of Port Orchard, a municipal corporation organized under the
laws of the State of Washington (hereafter "Seller").
WHEREAS, Buyer and Seller entered into the above referenced Real Estate Purchase and
Sale Agreement, dated July 10, 2018, which is attached hereto and incorporated herein by this
reference ("Agreement"); and
WHEREAS, Buyer and Seller entered into Addendum No. 1 to the Agreement, dated
December 11, 2018, to amend certain provisions of the Agreement, including the Closing Date,
which is attached hereto and incorporated herein by this reference ("Addendum No. 1"); and
WHEREAS, Section 16 of the Agreement provides that it may be amended or modified by
a written instrument executed by Buyer and Seller; and
WHEREAS, Section 6.1 of the Agreement sets forth the Closing Date requirements of the
parties, and provides that the parties may agree in writing to a later closing date than the originally
anticipated closing date of December 31, 2018; and
WHEREAS, via Addendum No. 1, the parties extended the closing date to June 30, 2019;
and
WHEREAS, the parties agree that it is in the best interests of both to further extend the
closing date to December 31, 2019 in exchange for a payment from Buyer that will go toward
closing or be forfeited if closing does not occur; and
WHEREAS, the parties wish to memorialize their agreement to amend the closing and
payment provisions of the Agreement;
NOW, THEREFORE, Buyer and Seller agree as follows:
Section 2.1 of the Agreement is hereby amended to read as follows:
Deposit. Within five (5) business days after the date on which the last
party executes this Agreement (the "Effective Date"), Buyer shall execute
and deliver to Land Title Company of Kitsap in Port Orchard, Washington
("Title Company"), as escrow agent for the closing of this transaction, a
promissory note (the "Earnest Money Note") in the amount of Fifteen
Thousand Dollars ($15,000.00). The Earnest Money Note will be
converted to cash upon the expiration of the Due Diligence Period (as
defined in Section 5.2.1) (the "Deposit") and will be paid or delivered as
earnest money (the "Earnest Money") in part payment for the purchase
price of the Property no later than January 4, 2019.
Within five (5) business days after the date on which the last party
executes Addendum No. 2 to this Agreement, Buyer shall deposit with
Title Company, as escrow agent for the closing of this transaction, a
payment ("Closing Date Extension Payment") in the amount of Ten
Thousand Dollars ($10,000.00). The Closing Date Extension Payment
will be paid or delivered to Seller in part payment for the purchase price of
the Property upon closing. If the parties do not close this transaction, the
Closing Date Extension Payment will be forfeited by Buyer and paid or
delivered to Seller.
2. Section 2.2 of the Agreement is hereby amended to read as follows:
Purchase price. The purchase price for the Property (the "Purchase
Price") includes a One Hundred Fifty Thousand Dollar
($150,000.00) cash payment, of which the Earnest Money and the Closing
Date Extension Payment are a part, plus other valuable consideration in
the form of economic, public and other benefits as agreed to between the
parties in a separate development agreement, for valuable consideration
totaling of Four Hundred Sixteen Thousand Five Hundred and Five
Dollars ($416,505.00). The One Hundred Fifty Thousand Dollar
($150,000.00) cash payment, including the Earnest Money and the Closing
Date Extension Payment, will be paid by the Buyer to the Seller in cash
through escrow at closing.
3. Section 6.1 of the Agreement is hereby amended to read as follows:
Closing date. This transaction will be closed in escrow by Title Company
acting as escrow agent ("Escrow Agent"). The closing will be held at the
offices of Title Company on or before that date which is thirty (30) days
after the execution of the Development Agreement and the expiration of
any applicable appeal period related thereto, but in any event no later than
December 31, 2019 (the "Closing Date"). If closing does not occur on or
before the Closing Date, or any later date mutually agreed to in writing by
Seller and Buyer, Escrow Agent will immediately terminate the escrow,
forward the Deposit to the party entitled to receive it as provided in this
Agreement and return all documents to the party that deposited them.
4. The parties agree that, as the Buyer's project for the Property is evolving, the list of
improvements (with minimum cost to Buyer) as set forth in Section 5.5.1.6, as
revised by Addendum No. 1, will require further revisions before closing.
5. In all other respects, the Agreement between the parties shall remain in full force
and effect, amended as set forth herein, but only as set forth herein.
IN WITNESS WHEREOF, the parties have executed this Addendum No. 2 this I Vh day
of June 2019.
WATERMAN INVESTMENT
PARTNERS, LLC (BUYER):
Steve Sego, Sole gember
CITY OF PORT ORCHARD
(SELLER):
Robert Putaansuu, Mayor
ATTEST/A TICATED:
4Bryinearson, MMC, City Clerk
APPROVED AS TO FORM:
7aron Cates, City Attorney
ORT OR
��,•G tc0•d�
�A o••