053-18 - Waterman Investment Partners, LLC - Contract Amendment Addendum 1Addendum No. 1 to
REAL ESTATE PURCHASE AND SALE AGREEMENT
THIS ADDENDUM NO. 1 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, 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, the parties agree that it is in the best interests of both to amend the purchase
price, development agreement, and improvement construction provisions of the Agreement, and to
extend the closing date beyond December 31, 2018; and
WHEREAS, the parties wish to memorialize their agreement to amend these provisions of
the Agreement;
NOW, THEREFORE, Buyer and Seller agree as follows:
1. 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 is 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, will be paid by the Buyer to the Seller in cash through
escrow at closing.
2. Section 4.1 of the Agreement is hereby amended to read as follows:
Development Agreement. The parties agree that closing may take place
only upon the execution of a development agreement ("Development
Agreement") between the parties for the development of the
Property. The Development Agreement must demonstrate the Two
Hundred Sixty -Six Thousand Five Hundred and Five Dollars
($266,505.00) (excluding the $150,000 cash payment pursuant to section
2.2 of this agreement) in other valuable consideration contemplated in the
purchase price for the Property. If the Development Agreement fails to
demonstrate this entire amount, Buyer shall pay to Seller the difference in
cash at closing.
3. Section 5.5.1.6 of the Agreement is hereby amended to read as follows:
Construct the following improvements at a minimum cost to the Buyer as
follows:
Item
Description
Cost
1
Prospect Street to Bay Street Pedestrian Hill
$101,900.00
Climb (Construct a staircase and pedestrian
way between Bay Street and Prospect Street)
2
Sidewalk (ADA accessibility) improvements
38,230.00
between 640 Bay Street and the Bay Street
Pedestrian Pathway
3
Public Plaza @ Prospect (minimum 3,000
$126,375
square feet)
Totals
$266,505.00
4. 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
June 30, 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.
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. 1 this I Ith day
of December 2018.
WATERMAN INVESTMENT
PARTNERS, LLC (BUYER):
Steve Sego, Sole Mem er
CITY OF PORT ORCHARD
,ruytiiimi�rrrrrd,.
(SELLER): �,.��ppR7R�ti,,,
sF AL 6
Robert Putaansuu, Mayor�`,o
la
0 1111"1IW AS,1�� \\`.
ATTEST/AUTHICATED:
f
i
y nearson, MMC, City Clerk
APPROVED AS TO FORM:
4r4on Cates, City Attorney