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ORD 2003-33 HOUSING COOPERATIVE AGREEMENT W/KCCHA (SERENITY HOUSE) ORDINANCE NO. 2003-33 AN ORDINANCE of the City of Bainbridge Island, Washington, approving, ratifying, and confirming a Housing Cooperation Agreement between the City and the Kitsap County Consolidated Housing Authority; and approving, ratifying, and confirming the purchase and sale agreement for the Serenity House purchase and a related camest money note. VVHEREAS, the City and the Kitsap County Consolidated Housing Authority each desire to preserve Serenity House as an effective and operating facility providing low- income senior and/or disabled persons in the City with adult residential care and enhanced residential care; and VqHEREAS, Chapter 35.83 RCW authorizes cities and housing authorities to enter into cooperative undertakings to carry out and further housing projects, and enables cities to take a broad range of actions to assist in the development or rehabilitation of housing projects; and VqHEREAS, there is a likelihood that without action by the City and/or the Housing Authority, Serenity House will discontinue operation, which will have a negative impact on the availability of enhanced residential care services available for senior and/or disabled low-income persons within the City; and WHEREAS, the City and the Housing Authority desire to enter a Housing Cooperation Agrecnnent, copy attached as Exhibit A, in eounection with the preservation of Serenity House as an effective and operating facility; and WHEREAS, in accordance with the Housing Cooperation Agreement, the City desires to enter into a Purchase and Sale Agreement for the purchase of Serenity House, copy attached as Exhibit B, and in connection with that Purchase and Sale Agreement, to provide a note as earnest money for the transaction, copy attached as Exhibit C; and WHEREAS, Chapter 39.50 RCW authorizes the City to issue certain short term obligations authorized by ordinance; now, therefore THE CITY COUNCIL OF THE CITY OF BAINBRIDGE ISLAND, WASHINGTON, DOES ORDAIN, AS FOLLOWS: Section 1. The Housing 'Cooperation Agreement dated August 4, 2003, copy attached as Exhibit A, is hereby approved, ratified, and confirmed. The Mayor is authorized to execute the Housing Cooperation Agreement. Section 2. The Commercial and Investment Real Estate Purchase and Sale Agreement dated July 23, 2003, copy attached as Exhibit B, is hereby approved, ratified, and confirmed. The Eamest Money Note dated August 5, 2003, copy attached as Exhibit C, Ordinance 2003-33, Serenity House 1 1 ~ Reading, August 27, 2003 is hereby approved, ratified, and confn'med. The Mayor is authorized to execute the Commercial and Investment Real Estate Purchase and Sale Agreement and the Earnest Money Note. Section 3. All prior actions taken consistent with this ordinance are hereby approved, ratified, and confirmed. Section 4. This ordinance shall take effect and be in force five days after its passage, approval and publication as required by law. PASSED BY THE CITY COUNCIL this 27th day of August, 2003. APPROVED BY THE MAYOR this 28th day of August, 2003. Darlene Kord~no~-y, Mayor (~ ATTEST/AUTHENTICATE: S~City Clerk t APPROVED AS TO FORM: ROD P. KASEGUMA, City Attorney FILED WITH THE CITY CLERK: August 7, 2003 PASSED BY THE CITY COUNCIL: August 27, 2003 PUBLISHED: September 3, 2002 EFFECTIVE DATE: September 8, 2003 ORDINANCE No.: 2003-33 Ordinance 2003-33, Serenity House 2 1N Reading, August 27, 2003 HOUSING COOPERATION AGREEMENT This Housing Cooperation Agreement (this "Agreement") is entered into by and between the KITSAP COUNTY CONSOLDATED HOUSING AUTHORITY (the "Authority"), a public body corporate and politic of the State of Washington, and the City of Bainbridge Island, a code city of the State of Washington (the "City"), this 4th day of August, 2003. BACKGROUND A. The City and the Authority each desire to preserve Serenity House as an effective and operating facility serving low-income older and/or disabled persons in Bainbridge Island with Adult Residential Care and Enhanced Residential Care services. B. There is a substantial likelihood that without action by the City and the Authority, Serenity House will discontinue operation, which will have a substantial negative impact on the availability of Adult Residential Care and Enhanced Residential Care services available for older and disabled persons within the City. C. Chapter '35.83 RCW authorizes cities and housing authorities to enter into cooperation undertakings to carry out housing projects, and that statute enables cities to can-.,,, out a broad range of actions to assist in the development or rehabilitation of housing projects. AGREEMENT Section 1. The City shall use its best efforts to enter into a purchase option or purchase and sale a~eement that would enable the City or its assigns to purchase Serenity House if an appropriate operator can be identified for the continuous operation of that facility for low- income older and/or disabled persons. The City shall structure any such pumhase option or purchase and sale agreement so that it would enable the City to transfer that option or agreement to the Authority, if the Authority in its discretion chooses, or to another public or private entity. Section 2. The Authority shall assist the City in connection with the purchase option or purchase and sale agreement, and shall provide staff support with respect to developing a successful approach to preserving Serenity House. The City shall compensate the Authority for that assistance in accordance with the Interiocal Agreement to provide a feasibility study for the Serenity House project. Section 3. Serenity House is declared to be a "housing project" as that term is used in RCW 35.82.020. Nothing in this Agreement shall require the Authority to own and/or operate Serenity House unless the Authority determines that it is in its best interest to do so. -l- Section 4. Counterparts. This Agreement may be signed in counterparts. IN WITNESS WHEREOF, the Authority and the City have executed this Agreement as of the date first above written. KITSAP COUNTY CONSOLDATED HOUS~N'G AUTHORITY lits Executive Director~_~ CITY~/~AI~/,~ RDGE IS LAND -2- NWMLS Form 31 t¢'~ ~'~2/ /" f.l~ i ©Copyright 1998 Earnest Mon~ Note 1 Northwest Multiple Listing Service Rev. 10/98 ALL RIGHTS RESERVED / Page 1 of 1 EARNEST MONEY~ NOTE $25,000.00 Bainbridge Island , Washington -- FOR VALUE RECEIVED, CiW of Bainbridge Island ("Buyer") ,/ agree(s) to pay to the order of Pacific NW Title of WA '"°'-"~'") the sum of 'I'wen~ i:?i¥¢ Thousand and 00/t00 Dollars 1~[ ( $25,000.00 ), as follows: [] within 3 days following mutual acceptance of the Purchase and Sale Agreement. This Note is evidence of the obligation to pay Earnest Money under a real estate Purchase and Sale Agreement between the Buyer and Loretta R. uth Closscr ("Seller") dated 23rd July 2003 . Buyer's failure to pay the Earnest Money strictly as above shall constitute default on said Purchase and Sale Agreement as well , If this Note shall be placed in the hands of an attorney for collection, or if suit shall be brought to collect any of the balance due on this Note, the Buyer promises to pay reasonable attorneys' fees, and all court and collection costs. BUYER * "On closing" or similar language is not recommended~ Use a definite date. NWMLS Fon~ 24 © Copyright 1999 CnA Form PS-IA Commercial Brokers Association All Rights Reserved Purchase & Sale Agreement Rev.12/99 COMMERCIAL AND INVESTMENT REAL ESTATE Page I of 6 PURCHASE AND SALE AGREEMENT This has been prepared for submission to your attorney for review and approval prior to signing, No representation is made by licensee as to its sufficiency or tax consequences. Date: July 23, 2003 The undersigned Buyer, CiD/of Bainbridge Island or assigns , agrees to buy and 2 Seller agrees to sell, on the following terms, the commercial real estate and all improvements thereon (collectively, the 'Property~) commonly known as 3 County, Washington, legally described on attached Exhibit A. (Buyer and Seller authorize the Listing Agent or Selling Licensee to insert and/or correct, over their signatures, the legal description of the Property.) 1. PURCHASE PRICE. The total purchase price is One Million Ninety Thousand and 00/100 7 Dollars ( $ ] ~090~000.00 ), including the earnest money, payable as follows (check only one): ~ [] $600,000.00 ~' at least ~-of the pumhase price in cash at closing, including the earnest money, with the balance of the purchase 11 price paid as follows (check one or both. as applicable): [] Buyer's assumption of any underlying note and deed of trust, or real estate contract, 12 under Section 4b below; [] Buyer's delivery at closing of a promissory note for the balance of the purchase price, secured by a deed of trust 13 encumbering the Property, as described in Section 4c below, ~v Other: If Buyer pays less than the total purchase price in cash at closing, then Buyer will 15 deliver~at closing an ob~ligation, authorized by City in accordance with applicable law, T,~,'r ~l:,x T~_ ~ 2. EARNEST MONEY[ Buyer agrees to deliver the earnest money $25.000.00 in the form of'~t'~ [] Cash [] Personal check [] P~c'-!""?~' note [] Other: 18 [] Upon removal of the inspection contingencies in Section 5 below. 21 ~] Othe~ 10 days after removal of all contingencies of this Agreement 22 The earnest money shall be held by [] Selling Licensee [] Closing Agent. 23 [] days after mutual acceptance. 25 [] Other: The Note accompanies this offer and will be due as stated above. 27 If the earnest money is to be held b~t Selling Licensee and is over $10.000, it shall be deposited to: [] Selling Licensee's pooled trust account 29 Selling Licensee shall deposit any check to be held by Selling Licensee within 3 days after receipt or mutual acceptance, whichever occurs later. 33 3. EXHIBITS AND ADDENDA. The following Exhibits and Addenda are made a part of this Agreement: 38 Exhibit A - Legal Oeschption ~/' 39 [] Short Form Deed of Trust, LPB Form NO. 20 ~ 42 ~ Deed ef Trust Rider. CBA Form DTR ~'-'~---'~'I~ ~,' }0/~ 4S r~ Utility Charges Addendum, CBAFormUA IW' [ [] FIRPTA Certification, CBA ~orm ~2E AS , ~ ~,, ~ 4~ [] Assignment and Assumption, CnA Form PS- ~ . \ 46 [] Addendum/Amendment, C- ;7'- r~ ~ ~ ~--- [] Bacl~-Up Addendum, CnA Form BUoA ~ 48 ['-1 Vacant Land Addendum CnA Form VLA ~ 49 [] Other Title Contingency NWMLS # 22T & 'kJhJ IX~,k_~ 2.21~ 50 NWML$ Form 24 © Copyright 1999 CBA Form PS-lA Commercial Brokers Association Purchase & Sale Agreement COMMERCIAL AND INVESTMENT REAL ESTATE All Rights Reserved Rev, 12199 Page 2 of 6 PURCHASE AND SALE AGREEMENT (CONTINUED) 4. FINANCING, ~ 53 54 55 56 57 58 59 60 61 62 63 64 65 66 67 69 ~l~43~1,~ea~'.interest at the rate of {~ % per annum, and shall be payable as follows (choose one): [] monthly installments of interest only, 75 ~ ~ monthly installments of , [] equal monthly installments of principal and interest in an amount sufficient to fully amortize 76 /r~t.o~ [] other . 78 ~ Payments shall commence on the first (~ay of the first month after closing and shall continue on the same day of each succeeqing month until 79 , /(choose one): [] 72 months from the date of closing, [] other - ~ ~3n which date all outstanding principal and interest shall be due. The principal shall at Seller's option, bear interest a~ the rate of (~ _ i.~'~j~/o per annum (18% or the maximum rate allowed by law, whichever is less, if not filled in) during any period of Buyer's default. If Seller receives any 82 I -E.. I'~'~..~ont hly payment mo re than ~ days (15 days if not filled in) after its due date, then a late payment charge of $ $0.00 83 (Note to Buyer and Seller: If the Property is currently used gdmadiy for agricultural purposes, then a nonjudicial foreclosure/forfei[ure remedy is 87 then the other parly agrees to cooperate in the completion of the like-kind exchange so long as the cooperating party incurs no additional liability 90 5, INSPECTION CONTINGENCY. 93 NWMLS Form 24 © Copydght 1999 CBA Form PS-lA Commercial Brokers Association Purchase &Saie Agreement COMMERCIAL AND INVESTMENT REAL ESTATE All Rights Reserved Rev. lZ/99 Page 3 of 6 PURCHASE AND SALE AGREEMENT (CONTINUED) nspection of the Prope~v by Buyer and its agents. This agreement to indemnify and defend Seller shall survive c~osing. Buyer may continue to 118 enter the Properly and interview tenants in accordance with the foregoing terms and conditions after removal or satisfaction of the inspection 119 contingency only for the purpose of re-sale, leasing or to satisfy conditions of financing. 120 6. TITLE INSURANCE, 121 a, Title Report. Seller authorizes Lender and Listing Agent, Selling Licensee or Closing Agent, at Seller's expense, to apply for and deliver to 122 Buyer a g;q standard ~ extended (standard, if not completed) coverage owner's policy of title insurance. If an extended coverage owner's policy is 123 specified, Buyer shall~y the increased costs associated with that policy including the excess premium over that charged for a standard 124 policy, and hecos o any survey required by the titie insurer. The title repod shail be issued by p3. CileiC N~VTit]¢ of'vVi , 125 / P~ciflc NW title of WA - ,qilverd:ale Offlce ("Closing Agent"}. Buyer and Sel~er witl, immediately on 135__ be paid by Seller upon oresentation of such bill or invoice{At Buyer~option, B~r may pa,~ucn bill o~nvoice an0~ reimbur/s&d the am/~nt ~ I pa,d,,~s intere/~'at the r~ of 12~/~er ann~ Degin~g fifteen/~5) days fr~ ~he date/el Buyer's ~tten deman~Y~o Seller f/¢ reimbursement J IThea[~Suntsap,C'edforth. Cbenefit?CSellerCdallbeturr~, doverby,BdyertoSel~'rpromptl¥~terreceiDt. ~/ .,/ ,/ .,/ I 155 ~ ~pen( notices fvioi tionofbuilding, zonlng, orlandusecodesapplicabletotheProperty;and(j) Seller 178 warrants thatther,~"~""/aren°pending°rthreatened j~l~/~.~ ~ ~ 5/'~// ¥ NWMLS Form 24 © Copyright1999 CBA Form PS-lA Commercial Brokers Association Purchase & Sale Agreement COMMERCIAL AND INVESTMENT REAL ESTATE All Rights Reserved Page 4 of 6 PURCHASE AND SALE AGREEMENT (CONTINUED) is not aware of any concealed material defects in the Properly except: 181182 Seller makes no representations or warranties regarding the Property other than those specified in this Agreement, Buyer otherwise takes the 183 Property 'AS iS," and Buyer shall otherwise rely on its own pre-closing inspections and investigations. 184 13. HAZARDOUS SUBSTANCES. Except as disciosed to or known by Buyer prior to the satisfaction or waiver of the inspection contingency stated 185 in Section 5 above. Seller represents and warrants to Buyer that, to the best of its knowledge: (i) there are no Hazardous Substances (as defined 186 below) currently located in, on, or under the Property in a manner or quantity that presentty violates any Environmental Law (as defined below); {ii) 187 there are no underground storage tanks located on the Property; and (iii) there is no pending or threatened investigation or remedial action by any t 88 governmental agency regarding the release of Hazardous Substances or the violafion of Environmental Law at the Property. As used herein, the 189 term "Hazardous Substances" shall mean any substance or material now or hereafter defined or regulated as a hazardous substance, hazardous 190 waste, toxic substance, pollutant, or contaminant under any federal, state, or local law, regulation, or ordinance governing any substance that I91 could cause actuai or suspected harm to human health or the environment ("Bnvirg..nmenta~ Law"). The term "Hazardous Substances" specifically 192 includes, but is not limited to, petroleum, petroleum by-products, and asbestos ~ a This sale includes all rl~iht, title and intere§t of Seller to the following tangible personal property: [] None [] That portion of the persona property located on and used in connection with the Property. which Seller will itemize in an Addendum to be attached to this Agreement within ten (t O) days of mutuat acceptance (None, if not completed). The value assigned to the personal property shall be the amount agreed upon by the 197 parties and, if they ~annot agree, the County-assessed vatue if available, and if not available, the fair marke~ value determined by an appramer 198 selected by the Listing Agent and Selling Licensee. Seller warrants title to, but not the condition of, the personal proper~y and shall convey it by 199 bill of sale. Buyer shall pay any sales or use tax arising from the transfer of the personaJ property. 200 b. In addition to the leases, contracts and agreements assumed by Buyer pursuant to Section 5a above, this sale includes all dght, title and tnt- 201 erest of Seller to the following intangible prope~y now or hereafter existing with respect to the Property including without limitation: all hghts-of- 202 way, rights of ingress or egress or other interests in, on, or to, any land, highway, street, road, or avenue, open or proposed, in, on, or across, in 203 front of, abutting or adjoining the Property; ali rights to utilities serving the Property; all Prawings, plans, specifications and other architectural or 204 engineering work product; all governmental permits, certificates, licenses, authorizations and approvals; all utility, security and other deposits and 205 reserve accounts made as security for the fulfillment of any of Seller's obligations; any name of or teleghone numbers for the Property and related 206 trademarks, service marks or trade dress; and guaranties, warranties or other assurances of performance received. 207 15. CONDEMNATION AND CASUALTY. Buyer may terminate this Agreement and obtain a refund of the earnest money, less any costs advanced 208 or committed for Buyer, if improvements on the Property are destroyed or materially damaged by casualty before closing, or if condemnation pro- 209 ceedings are commenced against all or a portion of the Property before closing. 21 16. FIRPTA. TAX WITHHOLDING AT CLOSING.Closing Agent is instructed to prepare a cedification (CBA or NWMLS F°rm 22E, °r equivalent) that 211 Seller is not a "foreign person" within the meanin~ of the Foreign ~nvestment in Real Property Tax Act. Seller agrees to sign this certification. If 21 Seller is a foreign person, and this transaction is not otherwise exempt from FIRPTA. Closing Agent is instructed to withhold and pay the required 21 amount to the Intemat Revenue Service. 214 17. CONVEYANCE. Title shall be conveyed by a Statutory Warranty Deed subject only to the Permitted Exceptions. If this Agreement is for convey- 215 ance of Seller's vendee's interest in a Real Estate Contract, the Statutory Warranty Deed shall include a contract vendee's assignment sufficient 216 to convey after acquired title. At closing, Seller and Buyer shall execute and deliver to Closing Agent CBA Form No. PS-AS Assignment and 21 Assumption Agreement transfernng all leases, contracts and agreements assumed by Buyer pursuant to Section 5a and all intangible property 218 transferred pursuant to Section 14b. 21 18. SEATFLE REQUIREMENTS. If the Property is in the City of Seattle, Seller shall deliver to Buyer a Certificate of Land Use and Local Assessments 220 (not applicable to single family dwellings not represented to De a lawful site for more than one dwelting unit). 221 19. NOTICES AND COMPUTATION OF TIME. Unless otherwise specified, any notice required or permitted in, or related to, this Agreement {including 222 revocations of offers and counteroffers) must be in writing. Notices to Seller must be signed by at {east one Buyer and must be delivered to Seller 223 and Listing Agent. A notice to Seller shall be deemed delivered only when received by Seller, Listing Agent, or the licensed office of Listing Agent. 224 Notices to Buyer must be signed by at least one Seller and must be delivered to Buyer and Selling Licensee. A notice to Buyer shall be deemed 225 delivered only when received by Buyer; Selling Licensee, or the licensed office of Selling Licensee. Selling Licensee and Listing Agent have no 226 responsibility to advise of receipt of a notice beyond either phoning the party or causing a copy of the notice to be delivered to the party's address 227 on this Agreement, Buyer and Seller must keep Selling Licensee and Listing Agent advised of theff whereabouts to receive prompt notification of 228 receipt of a notice. 229 Unless otherwise specified in this Agreement, any period of time in this Agreement shall begin the day after the event starting the period and shall 230 expire at 5:00 pm Pacific time of the last calendar day of the specified period of time. If the last day is a Saturday, Sunday or legal holiday as 231 defined in RCW 1 16.050, the specified pedod of time shall expire on the next day that is not a Saturday, S~nday or legal holiday. Any specified 232 penod of five (5) days or less shall not include Saturdays, Sundays or ~egaJ holidays. 233 INITIALS:Buyer:LL~" .~'~ Date: ~/~/ ~'~"~ Seller: ~y~"~ ~- - Date: (~'////(~ ~, 234 ~-/ Buyer: Date: Seller: Date: 235 NWMLS Form 24 © Copyright 1999 CBA Form PS-IA Commercial Brokers Association Purchase & Sale Agreement COMMERCIAL AND INVESTMENT REAL ESTATE All Rights Reserved Rev. 12/99 · Page 5 of 6 PURCHASE AND SALE AGREEMENT (CONTINUED) 20. AGENCY DISCLOSURE· At the signing of this Agreement, 236 Selling Licensee see Addendum #34 , 237 (Insert names of Licensee and the Company name as licensed) 238 represented Buyer 239 (insert Seller, Buyer, both Seller and Buyer or Neither Seller nor Buyer) 240 and the Listing Agent see Addendum #34 241 (Insert names of Licensee and the Company name as licensed) 242 represented Seller 243 (Insert Seller, Buyer, both Seller and Buyer or Neither Seller nor Buyer) 244 If Selling Licensee and Listing Agent are different salespersons affiliated with the same Broker, then Seller and Buyer confirm their consent to 245 Broker acting as a dual agent· If Selling Licensee and Listing Agent are the same person representing both parties, then Seller and Buyer 246 confirm their consent to that person and his/her Broker acting as dual agents· If Selling Licensee, Listing Agent, or their Broker are dual agents, 247 then Seller and Buyer consent to Selling Licensee, Listing Agent and their Broker being compensated based on a percentage of the purchase 248 pdce or as otherwise disclosed on an attached addendum, in addition, Seller and Buyer hereby consent to Listing Broker or Selling Broker 249 receiving compensation from more than one party. Buyer and Seller confirm receipt of the pamphlet entitled "The Law of Real Estate Agency." 250 21.ASSIGNMENT. Buyer ~ may -- maynot (maynot, ifnot completed) assign this Agreement, or Buyer's rights hereunder, without Seller's prior 251 w~itten consent, unless provided otherwise herein. 252 22. DEFAULT AND ATTORNEY'S FEE. In the event Buyer fails, without legal excuse, to complete the purchase of the Property, then (check one): 253 ~ that portion of the earnest money wflich does not exceed five percent (5 ¥~} of the purchase pdce shall be kept by Seller as liquidated damages 254 (subject to Seller's obligation to pay certain costs or a commission, if any) as the sole and exclusive remedy available to Seller for such 255 failure; or 256 ;7 Seller may, at its option, (al keep the earnest money as liquidated damages (subject to Seller's obligation to pay certain costs or a commie- 257 sion, if any) as the sole and exclusive remedy available to Seller for such failure, (b) bdng suit against Buyer for Seller's actual damages, (c) 258 bring suit to specifically enforce this Agreement and recover any incidental damages, or (d) pursue any other dghts or remedies available at 259 law or equity· 260 if Buyer or Seller institutes suit concerning this Agreement, the prevailing party is entitled to reasonable attorneys* fees and expenses. In the 261 event of trial, the amount of the attorney's fee shall be fixed by the court. The venue of any suit shall be the county in which the Property is 262 located, and this Agreement shall be governed by the laws of the state where the Property is located. 263 23. MISCELLANEOUS PROVISIONS. 264 a, Complete Agreement. The Agreement and any addenda and exhibits to it state the entire understanding of Buyer and Seller regarding the 265 sale of the Property. There are no verbal or written agreements which modify or affect the Agreement· 266 b. No Merger, The terms of the Agreement shallnot merge in the deed or other conveyance instrument transferring the Propertyto Buyer at 267 closing· The terms of this Agreement Shall survive closing. 268 c. Counterpart Signatures. The Agreement may be signed in counterpart, each signed counterpart shall be deemed an original and ail 269 counterparts together shall constitute one and the same agreement. 270 d. Facsimile and E-mail Transmission. Facsimile transmission of any signed original document, and retransmission of any signed facsimile 271 transmission, shall be the same as delivery of an original At the request of either party, or the Closing Agent, the parties will confirm 272 facsimile transmitted signatures by signing an original document· B-mail transmission of any document or notice shall not be effective unless 273 the parties to the Agreement otherwise agree in writing. 274 24, ACCEPTANCE; COUNTEROFFERS. Seller has until midnight of the tenth busines day a~ter the last BUYeT i~titials be]ow (if 275 not filled in, the third business day following the last Buyer signature date below) to accept this offer, unless sooner withdrawn. If this offer is not 276 timely accepted, it shall lapse and the earnest money shall be refunded to Buyer. If either party makes a future counteroffer, the other party shall 277 have until 5:00 p.m. on the ] 0th business day (if not filled in, the second business day) following its receipt to accept the 278 counteroffer, unless sooner withdrawn. If the counteroffer is not timely accepted or countered, this Agreement shall lapse and the earnest money 279 shall be refunded to the Buyer. No acceptance, offer or counteroffer from the Buyer is effective until a signed copy is received by the Seller, the 280 Listing Agent or the licensed office of the Listing Agent. No acceptance, offer or counteroffer from the Seller is effective unfil a signed copy is 281 received by the Buyer, the Belling Licensee or the licensed office of the Selling Licensee, 282 25. INFORMATION TRANSFER. in the event this Agreement is terminated, Buyer agrees to deliver to Seller within ten (10) days of Seller's wdtten re- 283 quest copies of all materials received from Seller and any plans, studies, reports, inspections, appraisals, surveys, drawings, permits, application 284 or other development work product relating to the Property in Buyer's possession or control as of the date this Agreement is terminated. 285 INITiALS:Buyer: ~ Date: (¢/~./~/~'~. Seller: o~-' Date: (~/JJ ~//~ .-~ / / 286 Buyer: Date: Seller: Date: 287 NWMLS Form 24 © Copyright 1999 CBA Form PS-IA Commercial Brokers Association Purchase & Sale Agreement COMMERCIAL AND INVESTMENT REAL ESTATE All Rights Reserved Rev. 12/99 Page 6 of 6 PURCHASE AND SALE AGREEMENT (CONTINUED) 26. CONFIDENTIALITY. Until and unless closing has been consummated, Buyer will treat all information obtained in connection with 288 the negotiation and performance of this Agreement as confidential (except for any information that Buyer is required by law to dis- 289 close and then only after giving Seller wrttten notice at least three (3) days pdor to the disclosure) and will not use or knowingly 290 permit the use of any confidential information in any manner detrimental to Seller. 291 27. SELLER'S ACCEPTANCE AND BROKERAGE AGREEMENT. Seller agrees to sell the Property on the terms and conditions here-292 in, and further agrees to pay a commission in a total amount computed in accordance with the listing agreement, if there is no 293 written listing agreement, Seller agrees to pay a commission of SeC Addendum #34 % of the sales price or 294 · The commission shall be apportioned between Listing Agent anq Selling Licensee as specified in 295 the listing agreement er any co-brokerage agreement. Seller assigns to Listing Agent and Selling Licensee a portion of the sales 296 proceeds equal to the commission· If the eamest money is retained as liquidated damages, any casts advanced or committed by 297 Listing Agent or Selling Licensee for Buyer or Seller shall be reimbursed or paid therefrom, and the balance shall be paid one-half 298 to Sailer and one-half to Listing Agent and Selling Licensee according to the listing agreement and any co-brokerage agreement. 299 In any action by Listing Agent or Selling Licensee to enforce this Section, the prevailing party is entitled to reasonable attorneys' 300 fees and expenses. Neither Listing Agent nor Selling Licensee are receiving compensation from more than one party to this 301 transaction unless disclosed on an attached addendum, in which case Buyer and Seller consent to such compensation· The 302 Property described in affached Exhibit A, is commercial real estate. Notwithstanding Section 26 above, the pages containing this 303 section, the parties' signatures and an attachment describing the Property may be recorded. 304 28. LISTING AGENT AND SELLING LICENSEE DISCLOSURE. EXCEPT AS OTHERWISE DISCLOSED IN WRITING TO BUYER 305 OR SELLER, THE BELLING LICENSEE, LISTING AGENT, AND BROKERS HAVE NOT MADE ANY REPRESENTATIONS OR 306 WARRANTIES CONCERNING THE LEGAL EFFECT OF THIS AGREEMENT, BUYER'S OR SELLER'S FINANCIAL STRENGTH, 307 OR THE PROPERTY, INCLUDING WITHOUT LIMITATION, THE PROPERTY'S ZONING, COMPLIANCE WITH APPLICABLE 308 LAWS (INCLUDING LAWS REGARDING ACCESSIBILITY FOR DISABLED PERSONS), OR HAZARDOUS MATERIALS. 309 SELLER AND/BUYER ARE EACH ADVISED TO SEEK INDEPENDENT LEGAL AND TAX ADVICE ON THESE AND OTHER 310 MATTERS LATED TO THIS A MENT. 311 Buyer - ~ Date / 313 Office Phone ~7~ ~J~-~- ~ Fax No. Home Phone 314 Selling Office MLS Office No. 318 Office Phone Other Phone Fax No. 319 By Print Name 320 Seller _ . Date Seller Date / / 322 Home Phone Office Phone Fax No. 323 Seller's Email Address 324 PrintSeller'sName LOC,CJJc~L ~-..m'~ C.lo~¢ed 32s Listing Office MLS Office No. 327 Office Phone Other Phone Fax No. 328 29, BUYER'S RECEIPT. Buyer acknowledges receipt of a Seller-signed copy of this Agreement, on , 329 BUYER BUYER 330 Exhibit A PARCEL NO. 0424 021 002 20 THAT PTN OF GOVT LOT 5 CNVYD BY AUD NO. 1033216 DAF BEG AT THE NE COR OF SD SEC 4, TH S 1' l'15"W ALG THE E LN OF SD SEC 4 1089.22FT THE N88*4Y16"W 100 FT TO THE TPOB (PARCEL 1) TH Si*01'15"E 173' TH N 88'45'16"W TO CTR LN OF OLD CO RD TH NWLY ALG SD CTR LN 183' N/L TAP WH IS N 88*4Y16"W FR THE POB TH S88*4Y16"E TO THE POB EXC RDS (PARCEL 2) TH CONT N88' 4Y16"W 463.63 FT TH NI*01'15"E 15FT TH S88*4Y16"E 463.63 FT TH SI*01'15"W 15FT TO THE TPOB PARCEL NO. 0424 021 003 20 TH PTN OF GOVT LOT 5 CNVYD BY AUD NO 1016825 DAF, BAT NE COR OF SEC TH Si* 01'15W ALG THE E LN OF SEC 1089.22 FT TO THE TPOB TH CONT Si*01'15W 173FT TH N88' 4Y16W 100FT TH NI*01'15E 173FT TH S88' 4Y16E 100FT TO TPOB PARCEL NO. 0424 021 006 20 PARCEL 1: THAT PORTION OF THE SOUTH 60 FEET OF GOVERNMENT LOT 5, SECTION 4, TOWNSHIP 24 NORTH, RANGE 2 EAST, W.M., IN KITSAP COUNTY, WASHINGTON, LYING EAST OF PLEASANT BEACH COUNTY ROAD; EXCEPT THE EAST 292.65 FEET THEREOF. PARCEL 2: THAT PORTION OF GOVERNMENT LOT 6, SECTION 4, TOWNSHIP 24 NORTH, RANGE 2 EAST, W.M., BEING A PORTION OF PLEASANT BEACH TRACT, AS PER PLAT RECORDED IN VOLUME 4 OF PLATS, PAGE 20, RECORDS OF KITSAP COUNTY, STATE OF WASHINGTON, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF SAID GOVERNMENT LOT 6; THENCE WESTERLY ALONG THE NORTH SIDE OF SAID GOVERNMENT LOT 6, 614.25 FEET, MORE OR LESS, THE EASTERLY MARGIN OF COUNTY ROAD NO. 7, ALSO KNOWN AS PLEASANT BEACH DRIVE; THENCE SOUTHERLY ALONG THE EASTERLY MARGIN OF COUNTY ROAD NO. 7, 7.90 FEET, MORE OR LESS, TO THE NORTHERLY MARGIN OF THE COUNTY ROAD, AS CONSTRUCTED WITHIN SAID PLAT OF PLEASANT BEACH TRACTS; THENCE EASTERLY ALONG THE NORTHERLY MARGIN OF SAID COUNTY ROAD, 611.14 FEET, MORE OR LESS, TO A POINT SOUTH OF THE POINT OF BEGINNING; THENCE NORTH 4.26 FEET, MORE OR LESS, TO THE POINT OF BEGINNING; EXCEPT THE EAST 292.65 FEET AS MEASURED ALONG THE NORTH LINE THEREOF. PARCEL 3: AN EASEMENT FOR INGRESS, EGRESS AND UTILITIES OVER, UNDER AND ACROSS THE WEST 198.29 FEET OF THE EAST 292.65 FEET OF THE SOUTH 15 FEET OF GOVERNMENT LOT 5, SECTION 4, TOWNSHIP 24 NORTH, RANGE 2 EAST, W.M., IN KITSAP COUNTY, WASHINGTON. AN EASEMENT FOR INGRESS, EGRESS AND UTILITIES OVER, UNDER AND ACROSS THE WEST 190.29 FEET OF THE EAST 292.65 FEET OF THE FOLLOWING DESCRIBED PROPERTY: THAT PORTION OF GOVERNMENT LOT 6, SECTION 4, TOWNSHIP 24 NORTH, RANGE 2 EAST, W.M., BEING A PORTION OF PLEASANT BEACH TRACT, AS PER PLAT RECORDED IN VOLUME 4 OF PLATS, PAGE 20, RECORDS OF KITSAP COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF SAID GOVERNMENT LOT 6; THENCE WESTERLY ALONG THE NORTH SIDE OF SAID GOVERNMENT LOT 6, 614.25 FEET, MORE OR LESS, TO THE EASTERLY MARGIN OF COUNTY ROAD NO. 7, ALSO BEING KNOWN AS PLEASANT BEACH DRIVE; THENCE SOUTHERLY ALONG THE EASTERLY MARGIN OF COUNTY ROAD NO. 7, 7.90 FEET, MORE OR LESS, TO THE NORTHERLY MARGIN OF THE COUNTY ROAD, AS CONSTRUCTED WITHIN SAID PLAT OF PLEASANT BEACH TRACTS; THENCE EASTERLY ALONG THE NORTHERLY MARGIN OF SAID COUNTY ROAD, 611.14 FEET, MORE OR LESS, TO A POINT SOUTH OF THE POINT OF BEGINNING; THENCE NORTH 4.26 FEET, MORE OR LESS, TO THE POINT OF BEGINNIN )Q~x,~ Buyer /~t~ / ~/~Jo ~ Selle~f'~-~ Buyer_ / Seller / NWMLS Form 22T ©Copyright 2003 Title Contingency Addendum Northwest Multiple Listing Service Rev. 03/03 ALL RIGHTS RESERVED Page 1 of 1 TITLE CONTINGENCY ADDENDUM TO PURCHASE & SALE AGREEMENT The following is part of the Purchase and Sale Agreement dated July ;23. ?003 between City of Bainbridee Island or assigns ("Buyer") and Loretta Ruth Closser ("Seller") concerning Property described in Exhibit A ("the Property") 1. Title Contingency. This Agreement is subject to Buyer's review of a preliminary commitment for title insurance, together with easements, covenants, conditions and restrictions of record, which are to be obtained by Buyer, to determine that they are consistent with Buyer's intended use of the Property. Buyer shall have 45 days (5 days if not filled in) ~ from mutual acceptance of this Agreement or ~ from the date Seller gives Nobce rna! the preliminary commitment for title insurance is available (from mutual acceptance, if neither box checked) to give written notice of Buyer's disapproval and the reasons therefor. Seller shall have ! 0 days (5 days if not filled in) after receipt of Buyer's notice of disapproval to give Buyer written notice that Seller will clear all disapproved exceptions. Seller shall have until the Closing Date to cure all disapproved exceptions, and Buyer shall have no obligation to close until a policy of title insurance is issued that shows title clear of all disapproved exceptions. If Seller does not give timely notice that Seller will clear all disapproved exceptions, Buyer may terminate this Agreement within 3 days after the deadline for Seller's notice. In the event Buyer elects to terminate the Agreement, the Earnest Money shall be returned to Buyer, less any unpaid costs described in the Agreement. Buyer shall have no right to specific per[ormance or damages as a consequence of Seller's inability to provide insurable title. If Buyer does not terminate the Agreement, Buyer shall be deemed to have waived all objections to title, which Seller did not agree to clear. 2. Supplemental Title Reports. If Buyer receives supplemental title reports that disclose new exception(s) to the title commitment, then the time periods and procedures for notice, correction, and termination above shall apply to the date of Buyer's receipt of the supplemental title report. 3. Marketable Title. This Addendum does not relieve Seller of the obligation to provide marketable title free of monetary encumbrances at closing as provided in the Agreement. ~,~ ~'/~'~'/~_ ~2 SELLER.~Z~C DATE ~'/~,Z/S-.~ Initials: BUYER: DATE: . ./ / BUYER: DATE: SELLER: DATE: NWMLS Form 22K © Copyright 1997 Northwest Multiple Listing Service Identification of Utilities Addendum IDENTIFICATION OF UTILITIES Rev, 1/97 All Rights Reserved Page 1 of 1 ADDENDUM TO PURCHASE AND SALE AGREEMENT The following is part of the Purchase and Sale Agreement dated , July 23, 2003 between City of Bainbridge Island or assigns ("Buyer") 2 and Loretta Ruth Closs~r ("Seller") 3 concerning Property described in Exhibit A (the "Property") 4 Pursuant to RCW 60.80, Buyer and Seller request the Closing Agent to administer the disbursement of closing funds necessary to satisfy unpaid utility charges affecting the Property. The names and addresses of all utilities providing service 7 to the Property and having lien rights are as follows: WATER DISTRICT: a~/~? ~ ~,· 9 IRRIGATION DISTRICT: a~Jm~o ~ ~, 14 15 SPECIAL DISTRICT(S): ~J 0{"~ ~J 23 If the above information has not been filled in at the time of mutual acceptance of this Agreement, then (1) within 26 days (5 if not filled in) of mutual acceptance of this Agreement, Seller shall provide the Listing Agent or Selling Licensee 27 with the names and addresses of all utility providers having lien dghts affecting the Property and (2) Buyer and Seller 28 authorize Listing Agent or Selling Licensee to insert into this Addendum the names and addresses of the utility providers 3o identified by Seller. Nothing in this Addendum shall be construed to diminish or alter the Seller's obligation to pay all utility charges (including3~ unbilled charges). Buyer understands that the Listing Agent and Selling Licensee are not responsible for, or to insure 33 payment of, Seller's utility, charges. BUYER: DATE: SELLER: DATE: 35 ADDENDUM/AMENDMENT TO PURCHASE AND SALE AGREEMENT The following Es part of the Purchase and Sa~e Agreement dated July '73. 2003 , 1 between City of Bainbrid~;e Island or assi~;ns ("Buyer") 2 and Loretta Ruth Closser ("Seller") 3 concerning Property described in Exhibit A ("the Property") 4 IT iS AGREED BETWEEN THE SELLER AND BUYER AS FOLLOWS: 5 I r merit O 1 Seller to prey de a complete and accurate legal description of the property w h n 10 days of mutua acceptance o he. Purchase & Sa e Ag ee t~is A-recreant shall become nul and vo d and the earnest money note shall be returned to Buyer. ~'X ~/'Jm"~'" /q' ;~-t-L,~.'*; u 2} The purchase of the Properly pursuant to this Agreement shall be formerly approved by the Ci y of Bainbridge Island governing Board Or this Agreement ; shall become null and void and the earnest money note shall be returned to the Buyer 3A)s:; ~Ss Amgern~: ~ ;i:t ,'nSs;;;t;i;gne; 'o ;t~n°;e: cP; Ys;'ac; r ~nnS Pu;C; ~°; 0° 'd tah;s Pa rf~3ePre~ 'u t ~v~' ;; cseh~ ~ ;;~ u~; h 7 ~;r ;; tmhen~'` :dn; °i s aa uPthoamS: ,: cea;; :;,r~ee;'; 'y ,,, Buyer at that lime unless the Buyer notifies the Seller within the 30 days that the inspection is not acceptable to the Buyer. If the Buyer notifies the Seller as stated above, then this Agreement shall become null and void and the earnest money note shall be returned to the Buyer. The cost of any inspection of 13 the Property shall be a paid by the Buyer. The Seller shall grant access to the Property by the Buyer or any Buyer representative in order to conduct the 14 inspection. 1 5 4) This Agreement is contingent upon financing that is acceptable to the Buyer. This financing comingency shall run for up t~) 90 days after mutual 16 acceptance of this Agreement. This financing contingency is automatically waived by the Buyer at that time unless the Buyer notifies the Seller within '~7 the 90 days that the financing is not acceptable to the Buyer. If the Buyer notifies the Seller as stated above, then this Agreement shall become null and 18 void and the earnest money note shall be returned to the Buyer. 19 5) This Agreement is contingent upon the Buyer arranging for continual future operation of the Serenity House as a group home. This future operation 20 confingency shall run for up to 90 days after mutual acceptance of this Agreement and is automatlcaily waived by the Buyer at that time unless the Buyer 21 notifies the Seller within the 90 days thai the continual operation is not acceptable to the Buyer. If the Buyer notifies the Seller as stated above, then this 22 Agreement shail become null and void and the earnest money note shall be returned to the Buyer. 23 24 6) Seller acknowledges that in order to deliver free and clear title for the Property, all liens, judgments, taxes owning, and other payoffs identified in the 25 preliminary tige report will be taken from the Seller's proceeds of this sale at closing if not paid in advance of the closing. 26 7) The Buyer understands that the Property is being sold without representation of a Real Estate Broker. Therefore any reference to a Listing Agent or 27 Listing Broker in this Agreement shall not be applicable end shall be voided. The Property is not listed with the NWMLS. Aisc in this Agreement. the Buyer is not represented by a Selling Licensee or by any other Real Estate Broker· Any reference to a Selling Licencee or Selling agent in this 28 agreement shall not be applicable. The Seller owes zero commission to the Buyer since the Buyer is not represented by a Selling Licensee· 29 30 8) As per the Addendum to [he ReseP/ation Agreement dated November 25. 2002 between the Buyer and Seller. referencing item #7 in the Addendum. 31 the $6,000 deposit from the Reservation Agreemen[ shall be credited tewarbs from the purchase price. 32 33 34 35 36 37 38 41 42 43 · 45 BUYER: DATE: SELLER: DATE:. !dev!!u6Fm~ ©Copyright 1996 ~mrne3n4dment to Northwest Multiple Listing Service ADDENDUM/AMENDMENT TO PURCHASE AND SALE AGREEMENT The following is part of the Purchase and Sale Agreement dated July 23~ 2003. 1 between City of Bainbrid~e Island or assi~.s ("Buyer") 2 and Loretta Ruth Closser ("Seller") 3 concerning Property described in Exhibit A ("the Property") 4 IT IS AGREED BETWEEN THE SELLER AND BUYER AS FOLLOWS: 5 9) With respect to the financing and operations contingencies set fo~h in items 4 and 5 of this Addendum, Seller expressly acknowledges and agrees 6 that, as part of such contingencies, the Buyer shall be studying the feasibility, practicality and legality of obtaining financing and qualification and/or 7 licensing to purchase the Property and to continue its operations. If for any reason the City, in its sole discretion, determines that it is not reasonable, 8 practical, legal or in the public's best interest to purchase the Property and/or to continue the current operations located thereon, the City may terminate this Agreement in accordance with items 4 and/or 5 above, within the time limitations set forth therein, without recourse or liedility. Upon such 9 termination, this Agreement shall become null and void and the earnest money note shall be returned to Buyer. 10 11 10) The existing operation of the Serenity Group Home by the Seller (Loretta Closser) shall be consistent with Attachment A to this Addendum, .12 11 ) Notwithstanding all references to "utilities" and the parties' respective obligations relating thereto, the parties expressly acknowledge and agree that, 13 as of the mutual execution date of this Agreement, there remains outstanding issues between them relating to the equivalent residential units {"ERU's") 14 associated with the Property, including but not limited to the allocation of Seller's currently outstanding debt and obligations for the 23 ERU's associated 15 with the Property. 16 The parties hereby agree to diligently and in good faith negotiate the issues relating to the ERU's, in an attempt to cooperatively resolve all such 17 issues. In the event that the parties, for any reason whatsoever, are unable to reach consensus on any of the issues associated with or related to the 18 ERU's for the Property within forty-five (45) days of mutual acceptance of this Agreement (or any extension of such time pedod as may be mutually 19 agreed upon by the parties), this Agreement may be terminated at any time after the expiration of the contingency pedod set forth herein by either party 20 without recourse or liability, tf the Agreement is terminated as set forth herein, this Agreement shall become null and void and the earnest money note 21 shall be returned to the Buyer. 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 ALL OTHER TERMS AND CONDITIONS of said Agreement remain unchanged. 4'1 42 AGENT (COMPANY) N/A 43 BY: ' 45 BUYER: DATE: SELLER: DATE: Attachment A to the Addendum #34 of the July 23, 2003 Purchase & Sale Agreement At the City's option, Serenity Group Home, Incorporated, a Washington corporation, wholly owned by Ruth Closser, shall continue to operate the Serenity Group Home for a period of up to six (6) months from the date of closing. If the City exercises its option to have Serenity Group Home, Inc. continue to operate the Serenity Group Home for this period, this Agreement is contingent upon the City and Serenity Group Home, Inc. negotiating and executing before closing of this transaction a service contract for Serenity Group Home, Inc.'s continued operation of the Serenity Group Home for the required period, or this Agreement shall become null and void and the earnest money note shall be returned to the Buyer. The parties contemplate that the service contract will address issues including but not limited to rent (if any) to be paid by Serenity Group Home, Inc., the availability of the group home facilities, payment of the group home's operation expenses, receipt and application of contract payments on behalf of group home residents, payment of utility service charges to the City and other service providers, payment of taxes, provision of liability/nsurance, and provision of property insurance for fire or other casualty. At such time as the City of Bainbridge Island has in.place an operator for Serenity Group Home, other than Serenity Group Home, Inc., or at the expiration of six (6) months from the date of closing, whichever occurs first, continued operation of the Serenity Group Home shall become the responsibility of the City of Bainbridge Island or its replacement contractor. Buyer / Seller