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REAL EST ATE PURCHASE AND SALE AGREEMENT
(Commercial Property)
THIS AGREEMENT is made and entered into the 23rd day of October, 2007 between the
City of Port Angeles, a municipal corporation of the State of Washington, hereinafter referred to as
"Seller," and Cherry Hill Associates, a Washington general partnership organized under the laws of
the State of Washington, or assigns, hereinafter referred to as "Purchaser."
Purchaser agrees to purchase and Seller agrees to sell, on the following terms, Seller's
interest in Lots 8, 9, and 10 in Block 14, of the Townsite of Port Angeles, together with the entire
vacated right-of-way of Cherry Street abutting the said Lot 10, situate in Clallam County,
Washington (hereinafter referred to as "Property").
1. PURCHASE PRICE. The total purchase price is Eight Hundred Sixty Three Thousand
Two Hundred dollars ($863,200.00) payable as follows:
All cash at closing (with credit for earnest money paid).
2. EARNEST MONEY. Purchaser agrees to deliver the earnest money of thirty eight
thousand seven hundred fifty dollars ($38,750.00) in cash to the Closing Agent (Clallam Title)
within three (3) days of mutual acceptance of this Agreement. The earnest money shall be applicable
to the purchase price if the sale is completed. If Purchaser fails, without legal excuse, to complete
the purchase of the property, the earnest money deposit made by the Purchaser shall be forfeited to
the Seller as the sole and exclusive remedy available to the Seller for such failure.
3. CONVEY ANCE. Title shall be conveyed by statutory warranty deed. The deed shall
be in the name of Cherry Hill Associates, a Washington general partnership, or related entity for
similar purposes.
4. CONDITION OF TITLE. Title to the property is to be free of all encumbrances or
defects except those that are disclosed in the Preliminary Commitment for Title Insurance and that
do not render title unmarketable.
The following shall not be considered encumbrances or defects in the title: (i) rights
reserved in federal patents or stated deeds; (ii) building or use restrictions general to the area; and
(iii) easements not inconsistent with the Purchaser's intended use. Seller shall order a Preliminary
Commitment for Title Insurance to be issued by Clallam Title Company within thirty (30) days of
the mutual acceptance of this Agreement. Conveyance of vacated Cherry Street shall be subject to
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underground utility easements in existing utility corridors, a pedestrian sidewalk easement ten (10)
feet in width, and an airspace easement for potential future overhead pedestrian walkways or other
conveyances.
5. CONDITION OF PROPERTY. Seller makes the following representations and/or
warranties regarding the condition of the Property:
As Is.
6. CLOSING OF SALE. This sale shall be closed on or before the 15th day of February,
2008. The sale shall be closed by Clallam Title Company, (herein referred to as "Closing Agent").
Purchaser and Seller will immediately upon demand deposit with the Closing Agent all instruments
and monies required to complete the purchase in accordance with this Agreement. "Closing" means
the date on which all documents are recorded and the sale proceeds are available to Seller.
7. CLOSING COSTS AND PRORATION. Purchaser shall pay the title insurance premium,
escrow fee, recording fee and all other related closing costs. No real estate excise tax is due on this
transaction. Any applicable taxes for the current year and utilities and assessments shall be prorated
as of closing.
8. TITLE INSURANCE. Seller shall provide, at Purchaser's expense, standard title
insurance which will insure title subject to easements and restrictions of record. The preliminary
commitment for title insurance, and the title policy to be issued, shall contain no exceptions other
than those provided for in the preliminary commitment for title insurance acceptable to Purchaser
as set forth above in Section 4. Purchaser shall conclusively be deemed to have accepted the
condition of title unless the title company receives notice of Purchaser's objections within fifteen
(15) days after the preliminary commitment for title insurance is received by or made available to
Purchaser. If title cannot be made so insurable prior to the closing date, this Agreement shall
thereupon be terminated as to the Purchaser and Seller unless any defects or encumbrances are
waived by Purchaser. Seller agrees to pay any cancellation charge.
9. POSSESSION. Purchaser shall be entitled to possession upon the closing of this
Purchase and Sale Agreement.
10. TIME Is OF THE ESSENCE. Time is of the essence of this Agreement.
11. DEFAULT AND ATTORNEY FEES. If either party defaults (that is, fails to perform the
acts required of it) in its contractual performance, the nondefaulting party may seek specific
performance pursuant to the terms of this Agreement, damages or rescission. In the event that either
the Purchaser or Seller shall institute suit to enforce any rights hereunder, the successful party may
be entitled to court costs and reasonable attorney fees.
12. CONTROLLING LAW AND VENUE. This Agreement shall be construed under the laws
ofthe State of Washington. If either party commences an action to enforce rights under this contract,
venue of such action shall lie in the Superior Court of Clallam County, Washington.
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13. NOTICE OF PURCHASER'S INTENT TO PURCHASE PROPERTY PURSUANT TO
INTERNAL REVENUE CODE SECTION 1031.
NOTICE. It is the intention of Purchaser to purchase the above-listed property
pursuant to Internal Revenue Code Section 1031, which sets forth the
requirements for tax -deferred real estate exchanges. Purchaser's rights under this
Agreement shall be assigned to First American Exchange Company, qualified
intermediary, for the purpose of completing such exchange. Seller of the above-
listed Property consents to such assignment and agrees to cooperate with
Purchaser and First American Exchange Company in a manner necessary to
enable Purchaser to complete said exchange. Such cooperation shall be at no
additional cost or liability to Seller.
14. MISCELLANEOUS PROVISIONS.
(a) Complete Agreement. This Agreement and any addenda and exhibits to it
constitute the full understanding between Purchaser and Seller regarding the sale of the Property.
There are no verbal or written agreements which modify or affect this Agreement.
(b) Counterpart Signatures. This Agreement may be signed in counterpart, each
signed counterpart shall be.deemed an original, and all counterparts together shall constitute one and
the same agreement.
(c) Facsimile Transmission. Facsimile transmission of any signed original
document and retransmission of any signed facsimile transmission, shall be the same as delivery of
an original. At the request of either party, or the Closing Agent, the parties will confirm facsimile
transmitted signatures by signing an original document.
15. CONTINGENCIES.
The Purchasers shall have until November 1,2007, to determine the overall feasibility
of the proposed project including, without limitation, economic feasibility, development feasibility
for offeror's intended use and reasonable availability of permits for intended use. If Purchaser on
or before November 1, 2007, determines that the project is not feasible, then the Purchaser shall
notify Seller in writing on or before November 1,2007, and this Agreement shall be rescinded. If
Purchaser has not advised Seller in writing by November 1, 2007, that Purchaser has determined the
project is not feasible, this contingency shall be deemed expired and the Purchaser shall not
thereafter have the right to rescind the Agreement based upon the feasibility contingency.
16. ASSIGNMENT. Notwithstanding any other term or provision hereof, the Purchaser
may not assign its interest herein without the written consent of Seller.
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17. INDEPENDENT REvIEw. This Agreement was bargained for by the parties. Purchaser
is represented by independent legal counsel. Purchaser agrees that rules of law requiring
construction and interpretation against the drafter shall not apply in litigation regarding this
Agreement.
18. ASSIGNED PARKING. Seller agrees to make available to Purchaser the western row
of parking spaces in Lot 7, Block 14, Townsite of Port Angeles as assigned parking, subject to
payment of usual and accustomed fees therefor.
19. STREETSCAPE. The parties agree to participate jointly and in good faith in the
planning and development of sidewalk, landscaping and other streetscape improvements within the
right of way of Front Street and vacated Cherry Street. The location and configuration of the
reserved sidewalk easement shall be mutually agreed upon at a later date. If the parties cannot agree,
the sidewalk easement shall be the westerly ten feet of the vacated Cherry Street.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and
year first above stated.
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G:ILEGALIREAL ESTATEILight Ops Bldg.Purchase & Sale Agmt.Ver2.102307.wpd
(October 23, 2007)
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