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HomeMy WebLinkAbout008-99 - Port Orchard Industrial Park - Contract Real Estate Purchase & Sale AgreementL_ LAND FORM 0 REAL ESTATE PURCHASE & SALE AGREEMENT THIS CONTRACT CONTROLS THE TERMS OF THE SALE OF REAL PROPERTY EOOAL HOUSING R E ALTOS ' OPPORTUNITY (Please read carefully before signing,) No. 113707 Port Orchard , Washington August 16, 1999 2 Received from City of Port Orchard (Buyer) the 3 sum of $* * * 5 , 000.00 in the form of cash of $* * * * * *0.00, check for $* * * * * *0 .00, note for $* * 5 , 000.00 which has been deposited 4 with ❑ Selling Broker (Selling Broker shall deposit earnest money check only after mutual acceptance), © Closing Agent as earnest money 5 and as a credit to Buyer on the closing of the following described real estate, which Buyer agrees to buy and Seller agrees to sell, located 6 in Kitsap County, Washington, commonly known as Lot 15, POIP ,and legally described as 7 follows:Lot 15 Port Orchard Industrial Park, (POIP) Division 1 according to Plat recorded July 8 27,_ 1998 under Auditor's File No. 3106119 consisting of about 79,452 sa. ft. 1 9 10 (Buyer and seller authorize Broker[s] to insert, correct, or attach the above legal description prior to the date of closing.) 11 12 If the earnest money deposit to be held by the Selling Broker is greater than $5,000.00, it shall be deposited into: ❑ Selling Broker's pooled 13 trust account, ❑ a separate trust account in Selling Broker's name, with interest to be credited to ❑ Seller, ❑ Buyer whose social security or 14 tax identification number is _ If this sale fails, whoever is entitled to the earnest money deposit shall be 15 entitled to the interest. 16 1. PURCHASE PRICE: The total price is Two Hundred & Thirty Five Thousand & 00/100 17 Dollars($***235,000.00), payableasfollow 60,000.00 cash including Earnest Money with the balance 18 paid as a property exchange as set forth in Addendum One. 2. BUYER'S REPRESENTATION: Buyer represents that Buyer has sufficient funds available to close this sale in accordance with this Agreement, and is not relying on any contingent source of funds unless otherwise set forth in this Agreement. Contingencies and continuing Marketing Addendum, if required, are attached X. 3. TITLE: Unless otherwise specified in this Agreement, title to the property shall be marketable at closing. Rights, reservations, covenants, conditions, and restrictions, presently of record, easements, and encroachments, not materially affecting the value of the property or unduly interfering with Buyer's intended use of property, shall not cause the title to be considered unmarketable. Buyer shall conclusively be deemed to have accepted the condition of title unless Listing Broker receives notice of Buyer's objections within days (7 days if not filled in) after the preliminary commitment for title insurance is received by or made available to Buyer. Encumbrances to be discharged by Seller shall be paid by Seller on or before closing. 4. TITLE INSURANCE: Seller authorizes closing agent, at Seller's expense, to apply for a standard form owner's policy of title insurance, to be issued by Pacific Northwest (PNW) Title Insurance Company. The title policy shall contain no exceptions other than those contained in said standard form and those not inconsistent with this Agreement. If title is not so insurable and cannot be made so insurable prior to closing, Buyer may elect either to waive such encumbrances or defects, or to terminate this Agreement and receive a refund of the earnest money. Buyer acknowledges that a standard form of title insurance does not insure the location of boundaries and that an extended form of insurance is available at additional costs to buyer. 5. CONVEYANCE: (a) If this Agreement provides for conveying fee title, title shall be conveyed by statutory warranty deed free of encumbrances and defects except those included in this Agreement or otherwise acceptable to Buyer. (b) If this Agreement provides for a sale by a real estate contract, Seller and Buyer agree to execute a real estate contract for the balance of the purchase price on Real E rate Contract form ❑ LPB-44 ❑ LPB-45 ❑ other . A copy of the contract form is attached and made a part of this Agreernem. Title shall be conveyed by statutory warranty fullfillment deed upon payment in full. (c) If the property is subject to an existing contract, mortgage, deed of trust or other encumbrance which Seller is to continue to pay, Seller agrees to continue to pay in accordance with the terms of that agreement. If Seller should default under any of the terms of that agreement, Buyer shall have the right to make any payments necessary to remove the default. Any payment so made, shall be applied to the payments next falling due on the contract between Seller and Buyer. (d) If this Agreement provides for the sale and transfer of vendee's interest under an existing real estate contract, Seller shall convey Seller's interest by an assignment of contract and deed sufficient in form to convey after acquired title. 6. OTHER ITEMS: The following items are included at no additional cost: None The following items are not included: None Crops ❑ are © are not included in the sale. 7. UTILITIES: Seller represents to the best of Seller's knowledge that the property has available the following: ❑X public/community/private water system, ❑ irrigation water rights, ❑X public sewer, ❑ septic system, ❑ other . In addition to the above, there is available to the property line: © natural gas, ® electricity, L telephone, ❑X cable TV, ❑ irrigation system. Shares in an electric and/or irrigation company or association ❑ ale X are not included in this sale. Seller further represents to the best of Seller's knowledge that (1) the sewage system serving the property is in apparent working order, (2) the Seller has no knowledge of any needed repairs for the sewage system, (3) the sewage system will be in good working order at the time of closing, (4) during the Seller's term of ownership, the private well (if any) serving the property has provided an adequate supply of household water meeting State Department of Social and Health Services purity standards, if required, and (5) continued use of the well is authorized by a governmental permit or other established and existing water right, if required. 8. PROPERTY CONDITION: Seller represents to the best of Seller's knowledge that Seller is not aware of any material facts adversely affecting the property, except None 9. CLOSING: This sale shall be closed within ten (10) days after satisfaction or waiver of all contingencies, but in any event not sooner than _, 19 , nor later than , 19 , by ❑ a qualified closing agent of Buyer's choice or ❑X Pacific Northwest Title . "Closing" means the date on which all documents are recorded and the sale proceeds are available for disbursement to Seller. Buyer and Seller shall deposit with closZageall documents and monies required to complete this sale in accordance with this Agreement. SELLERI. ) BUYER ( I Please Initial Please Initial Page 1 of 2 ZcsFoHa+ht_- COPYRIGHT.' WASHINGTON ASSOCIATION OF REALTORS' 4/94 FORM P -301-L 2502850-0167 08-t�-1999 FIIe: CITY -PO UU;U` �VU�Il�L►� LAND FORM No, 113707 10. CLOSING COSTS AND PRORATIONS: Seller and Buyer shall each pay customary escrow fees. Seller shall pay real estate excise 68 tax. Taxes for the current year, homeowner's association dues, rent, interest, and water and other utility charges constituting liens shall 69 be prorated as of closing. 7O 11. POSSESSION: Buyer shall be entitled to possession: © on closing: ❑ within calendar days after closing; and Seller agrees 71 to pay Buyer $* ****0 * * * * 0 .00 for each day of possession beyond closing; ❑ other . Broker is not 72 responsible for the collection of rent. 73 12. ASSIGNMENT: Buyer's rights under this Agreement may not be assigned by Buyer without Seller's prior written consent, which consent 74 shall not be unreasonably withheld. 75 13. AGENCY DISCLOSURE: At the signing of this Agreement the Selling Agent Howard Allnutt/Herb Loop & Associates 76 (insert name of selling licensee and the company name as licensed) represented the Seller (insert 77 Seller, Buyer, or both Seller and Buyer). The listing agent Herb Loop/Herb Loop & Associates (insert name of listing 78 licensee and company name as licensed) represented the Seller (insert Seller, or both 79 Seller and Buyer). Each party signing this Agreement confirms that prior oral and/or written disclosure of agency was provided to him/ 80 her in this transaction. 81 14. BUYER'S USE OF PROPERTY: Notwithstanding any provisions to the contrary contained in this Agreement or addenda, the Seller 82 and the agents make no representation, expressed or implied, regarding the suitablility of the property for development or future use 83 due to changes in government regulations. Buyer has made a full and complete study of the property to Buyer's sole satisfaction and 84 accepts the property as is. 85 15. FACSIMILE TRANSMISSION: Facsimile transmission of any signed original document and retransmission of any signed facsimile 86 transmission shall be the same as transmission of an original document. At the request of either party or the Closing Agent, the parties 87 will confirm facsimile transmitted signatures by signing an original document. 88 16. NON -MERGER: The terms of this Agreement shall not merge in but shall survive closing of this transaction. 89 17. FIRPTA COMPLIANCE: This sale may be subject to the withholding and reporting requirements of the Foreign Investment In Real 90 Property Tax Act (FIRPTA), unless Seller furnishes to Buyer an affidavit of non —foreign status. Seller and Buyer agree to comply with 91 FIRPTA, if applicable. Seller ® is ❑ is not a U.S. Citizen. Buyer ® is ❑ is not a U.S. Citizen. 92 18. NOTICES: Unless otherwise specified in this Agreement, any and all notices required to be given under this Agreement must be given 93 in writing. Notices to Seller must be signed by at least one Buyer and shall be deemed to be given when actually received by or at the 94 residence of Seller, or by or at the office of the Listing Broker. Notices to Buyer must be signed by at least one Seller and shall be deemed 95 to be given when actually received by or at the residence of Buyer, or by or at the office of Selling Broker. Both parties must keep Brokers 96 advised of their whereabouts. Brokers have no responsibility for notices beyond calling the party or delivering the notice to the party's 97 last known address. 98 19. COMPUTATION OF TIME: Unless otherwise expressly specified herein, any period of time specified in this Agreement shall expire at 99 9:00 p.m. of the last calendar day of the specified period of time, unless the last day is Saturday, Sunday, or a legal holiday, as prescribed 100 in RCW 1.16.050, in which event the specified period of time shall expire at 9:00 p.m. of the next business day. Any specified period 101 of seven (7) days or less shall include business days only. 102 20. DEFAULT/TERMINATION: If this Agreement is terminated for any reason, any costs authorized under this Agreement to be advanced 103 from the earnest money deposit shall be deducted before the remaining earnest money is refunded to Buyer or forfeited to Seller. If a 104 dispute should arise regarding the disbursement of any earnest money, the party holding the earnest money may interplead the funds 105 into court. Furthermore, if either Buyer or Seller defaults, the non —defaulting party may seek specific performance or damages, and the 106 Seller may, under some circumstances retain the earnest money as liquidated damages. However, the Seller's remedy shall be limited 107 as follows if the paragraph below has been initialed by both parties: 108 In the event the Buyer fails, without legal excuse, to complete the purchase of the Property, the earnest money deposit 109 made by the Buyer shall be forfeited to the Seller as the sole and exclusive remedy available to the Seller for such failure. 110 Furthermore, if the earnest money deposited exceeds five percent (5%) of the sale price, Seller may retain as liquidated 111 damages and as sellers sole remedy eaj bney equalling only 5% of the hale price; any additional earnest 112 money may be refunded to Buyer. Buyer: Seller: _ 113 If the earnest money is forfeited as liquidated damages, said money shall be divided equally between Seller and Broker(s), not to exceed 114 the agreed commission. 115 21. GENERAL PROVISIONS: Time is of the essence. There are no verbal agreements which modify this Agreement. This Agreement 116 constitutes the full understanding between Seller and Buyer. Buyer has personally observed the property and has reached Buyer's own 117 conclusion as to the adequacy and acceptability of the property based upon such personal inspection. Unless otherwise expressly 118 specified herein, square footage, dimensions, and/or boundaries used in marketing the property are understood to be approximations 119 and are not intended to be relied upon to determine the fitness or value of the property. 120 22. LEGAL AND TAX IMPLICATIONS: This agreement affects your legal rights and obligations and will have tax implications. Agents are 121 not permitted to give legal or tax advice. If you have any questions regarding this agreement and the addendums, attachments, or other 122 related documents, you should consult an attorney or tax advisor. Further, if a dispute arises regarding this transaction, the prevailing 123 party(ies) (i.e. buyer, seller, or broker) shall recover costs and reasonable attorney's fees, including those for appeals. 124 23. OFFER TO PURCHASE: Buyer offers to purchase the property in its present "as is" condition, on the above terms and conditions. Seller 125 shall have until 9:00 p.m. on , 19 to accept this offer, unless sooner withdrawn. Acceptance 126 by Seller shall not be effective until a signed copy hereof is actually received by r t the office of the Selling Broker. If this offer is not 127 so accepted, it shall lapse and the earnest money shall be refunded to Buyer 128 D� 129 SELLING BROKER BUYER //`� /i S /t' (i(%�d% /Pi //. /ion C�Rc2ar t' 130 By (Signature) / / �IP7` ` �/ BUYER ` t, �oQc7 / Rc /�iQ�/ Gr rj1/ 3V 7 - V 7 131 Buyer's Address (City, State, Zip) Bu er's Phone (Home/Work) 24. ACCEPTANCE or COUNTEROFFER: On this date, -_/h 19 , Seller agrees to sell the 132 property on the terms and conditions set forth in this Agreement and further agrees to pay a commission acc rding to the terms of the 133 listing agreement. If the Selling Broker is not the Listing Broker, the Seller agrees to pay the Selling Broker % of the purchase 134 price or $* * * * * * * * *0.00, and the remainder of the commission under the terms of the listing agreement shall be paid to the 135 Listing Broker. Seller assigns to Broker(s) a portion of the sales proceeds equal to the commission, and irrevocably authorizes and 136 instructs the closing agent to disburse the commission directly to Broker(s) at closing Seller acknowledges receipt of a copy of this 137 Agreement signed by both parties. If Seller has made a counteroffer hereon or attached hereto, Buyer shall have until 9:00 p.m. on 138 , 19 , to accept the counteroffer, unless sooner withdrawn. Acceptance shall not be effective until signed 139 copy hereof is actually received by or at the office of Listing Broker If the counteroffer is not accepted, it shall lapse and the earnest 140 money shall be refunded to Buyer. 141 LISTING BROKER BY (Signature) Listing Number 142 SELLER 143 Seller's Name Printed 144 145 Seller's Address (City, State, Zip) Seller's Phone (Home/Work) 25. RECEIPT: On this date: , 19 , Buyer acknowledges receipt or a copy of this Agreement signed by 146 both parties. If Seller has made a counteroffer, Buyer accepts the counteroffer. 147 BUYER COPYRIGHTcr WASHINGTON ASSOCIATION OF REALTORS' 4/94 FORM P -301-L BUYER 0 L C: ,ll�i :bin 2502850-0167 Page 2 of 2 oe-17-1999 File: Ci Y -PO oao�o�ad ADDENDUM ONE to Purchase and Sale Agreement dated 8-16-99 between City of Port Orchard as Buyer and Port Orchard Industrial Park, L.P. as Seller. 1. FEASIBILITY STUDY This offer to purchase is subject to and contingent upon the results of a feasibility study, to be conducted by the Buyer at Buyer's sole expense, to determine if the property is suitable for the Buyer's intended use. Buyer shall have 45 days from the date of mutual acceptance of this agreement in which to conduct said study. Seller agrees to provide Buyer with any surveys, soils studies, land use plans and any other pertinent information on the property within five (5) days of execution of this agreement by both parties. If Buyer determines, in its sole discretion, that the property is not suitable for its intended use, its Earnest Money Note shall be returned and this agreement will become null and void. Buyer shall give written notice to Seller of Buyer's decision regarding this contingency. If Buyer waives this contingency, the $5,000.00 Earnest Money Note shall be redeemed in cash, deposited with the closing agent and shall become applicable to the purchase price. 2. PERMIT CONTINGENCY This offer is subject to and contingent upon Buyer receiving, at its sole expense, all required governmental approvals and permits for its intended use. Buyer shall have up to 60 days after waiver of the feasibility study contingency to acquire said approvals and permits. Upon receipt of said approvals or commitments thereto, Buyer's Earnest Money shall become non-refundable but applicable to the Purchase Price. 3. HAZARDOUS SUBSTANCES Seller represents and warrants that Seller has no knowledge of any hazardous substances having been generated, stored, or disposed of on the property, nor has Seller any knowledge that hazardous substances have been transported to or over the property, either prior to Seller's purchase of the property, or during Seller's ownership of the property. Seller will hold Buyer harmless from and indemnify Buyer against and from any damages, loss, expenses, or liability, including attorneys fees and expenses resulting from any breach of this representation and warranty. For purposes of this agreement, "hazardous substances" shall be interpreted broadly and shall include any and all substances identified by name or by category in any legislation, ordinance, or regulation dealing with hazardous substances, waste and/or materials which has been enacted by the local, state, or federal government. Oo f,° OG C�utad 4. INSPECTION; INDEMNITY Buyer shall be permitted access to the property for inspection and tests, including environmental investigation and testing, prior to the closing. Buyer shall indemnify, defend and hold Seller harmless from and against all losses, damages, liabilities, claims, fines, penalties, causes of action and expenses arising directly out of the activities of Buyer or its agents, employees, consultants or contractors on the property, both before and after closing, including but not limited to clean-up costs related to hazardous and toxic materials and substances released as a result of Buyer's activities (which shall not include the presence release, migration or other movement of hazardous substances already at or under the property) and, if Buyer does not purchase the property, buyer shall promptly repair any damage to the property caused by such activities to as near its original condition as reasonably possible. Buyer's duties under the preceding sentence shall survive termination of this agreement. 5. EARNEST MONEY If this transaction fails to close through no fault of the Seller after waiver or satisfaction of all contingencies, then any interest accrued shall be forfeited to the Seller along with the earnest money deposit and any extension payments. If any contingency in this agreement is not met, or if the transaction fails to close through the fault of Seller or any third party, including denial of a building permit by the responsible governmental agency, then the earnest money, extension payments and all accrued interest shall be returned to Buyer. 6. CONSTRUCTION If there is any inconsistency between the terms of this Addendum One and the remainder of this agreement, the terms of the Addendum One shall control. 7. AGENCY DISCLOSURE At the signing of this Agreement, the Selling Licensee, Howard Allnutt of Herb Loop & Associates represented the Seller.. The Listing Agent, Herbert E. Loop of Herb Loop & Associates represented the Seller. If Selling Licensee and Listing Agent are different salespersons affiliated with the same Broker, then both Buyer and Seller confirm their consent to that Broker acting as a dual agent. If Selling Licensee and Listing Agent are the same salesperson representing both parties then both Buyer and Seller confirm their consent to that salesperson and his/her Broker acting as dual agents. Buyer and Seller confirm receipt of the Pamphlet entitled "The Law of Real Estate Agency". ora��o�a� 8. PROPERTY EXCHANGE Seller will acquire a slope easement including all necessary grading permits and a ground lease on City property of about 4.13 acres which is a portion of Lot A of City of Port Orchard Short Plat No. 1062R-1 (TA# 3424-013-015-2004) and also a portion of Lot B (TA# 3424-013-030-2005) described as follows. Beginning at the Southwest corner of Shawn Road NW thence East for 900 feet along the South line of POIP; thence South for 200 feet which line will be along the West line of Lot D (State Dept of Corrections); thence West for 900 feet; thence North for 200 feet to the point of beginning. Seller will be granted a slope easement over this entire property and a ground lease on the East 250 feet +/- of said property by Buyer. The purpose and requirements are as follows: a. SLOPE EASEMENT. An easement for slope purposes of 200' wide and 900' long on a portion of Lot's A and B, to include the right to create a slope in the original reasonable grading and to maintain said slope to city requirements. All gravel, dirt, sand, trees, etc., will be removed by and belong to grantee for disposal or sale in any manner he decides. The land will be available for use by the grantor upon slope completion. b. GROUND LEASE. The purpose would be to increase the size of the existing 185,577 cubic foot pond on Tract A of the POIP, by 42,323 cubic feet on a portion of Lot B. A title transfer would be preferred but a long term lease will be satisfactory. A Plat Map is attached hereto depicting the portions of Lot's A and B of the City of Port Orchard and Tract A of the POIP noted above. Agreed to and cepted this BuyerZ?' /2 By: ��'sA- `/ • GL It's: Agreed to and accepted this 2J day of , 19 day of _.19 7 Seller: Port Orchard Industrial Park, L.P. By: It's 4-L .12Th-) Selling Broker: By: PORT ORCHARD INDUSTRIAL PARK DIV. 1 Situate Within the North Half of the Southwest Quarter of Section 34, Township 24 North, Range 1 East, W.bL, City of Port Orchard, Kitsap County, Washington 1/4 4! TM cTas Casa mrZ12 M= ® fat Irm Corm 4,.a settlpmrT- i I NL Olson A Associates, Inc, Engineering. 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