Exhibit 10.30
REAL ESTATE PURCHASE AND SALE AGREEMENT
PACIFIC AEROSPACE & ELECTRONICS, INC., a Washington corporation or assigns,
(the "Seller"), agrees to sell and THE PORT OF CHELAN COUNTY, a Washington
municipal corporation, (the "Purchaser") (collectively the "Parties" and
individually a "Party") agrees to purchase the following described real estate
located in the County of Chelan, state of Washington, legally described as
follows (the "Property"):
See attached Exhibit "A" incorporated herein by this reference.
Recitals
A. Seller previously purchased the Property from Purchaser at a time when
other options for Seller's expected expansion of its related businesses at
Olds Station were limited. Since the date Seller acquired the Property
other property at Olds Station previously occupied by Jansport became
available. In what was believed to be the best interests of both Purchaser
and Seller, Seller expanded a portion of its operation onto and into
property and buildings previously occupied by Jansport, Inc.
B. In addition, the Purchaser was able to fulfill further needs for expansion
of Seller's business operations in a fairly short period of time by
completing the unfinished interior of approximately one-half (1/2) of
Purchaser's building known as IB #9, which was not available to the Seller
at the xxxx Xxxxxx acquired the Property.
C. As a consequence of the Seller's expansion into IB #9 and the property
previously leased to Jansport, the Seller's needs for expansion, at least
in the short term, have been largely fulfilled and the Property is excess
to Seller's needs at this time, except for use of the area at the northerly
end of the Property improved for parking.
D. Seller recognizes the expressed interest of the Purchaser in maintaining
control of property within its Olds Station campus area, as evidenced by
the Purchaser's recent acquisition of other property from sellers owning
property abutting the Purchaser's land. Seller has agreed to sell the
Property to the Purchaser for the amount paid by the Seller to the
Purchaser for that land plus the costs expended by Seller for the parking
lot improvements on the Property.
E. The Purchaser has conferred with its appraiser and agrees that the price at
which the Seller has agreed to sell the Property is a fair price and has
agreed to purchase that Property on the condition that the Seller will
lease back from Purchaser the improved parking lot portion of the Property
for a term equal to the term of the lease of the building on the abutting
property which produces the primary users of the parking area.
Agreement
1. Recitals. The foregoing recitals are incorporated herein by this reference.
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2. Purchase Price. The total purchase price for the Property is Nine Hundred
Thirty-one Thousand Eight Hundred Fifty Dollars ($931,850) which shall be paid
in full at closing.
3. Title. Title to the Property shall be marketable at closing. Rights
reserved in federal patents or state deeds, building or use restrictions general
to the district, existing easements not inconsistent with Purchaser's intended
use, the existing Protective Covenants of Purchaser, and building or zoning
regulations or provisions shall not cause the Property to be unmarketable.
Encumbrances to be discharged by Seller shall be paid by Seller on or before
closing.
4. Title Insurance. Seller shall furnish to Purchaser an ALTA standard form
owners policy of title insurance in the amount of the purchase price. As soon as
practical after acceptance of this Agreement, Seller shall furnish Purchaser a
preliminary commitment therefor issued by Land Title Insurance Company, and
Seller authorizes closing agent to apply as soon as practical for such title
insurance. The Seller shall assume any cancellation fee for such commitment or
policy. Purchaser shall have seven (7) days from the receipt of the preliminary
commitment to determine if Purchaser accepts the title to the Property as
marketable. If Purchaser objects to any matter of record or on the Property or
any matter otherwise reflected in the preliminary commitment, as making the
property unmarketable, by giving written notice of such objection to Seller
within the seven (7) days, Seller shall have thirty (30) days thereafter to
remove the matter to which the objection is made. If title cannot be made
marketable by the removal of the matter objected to prior to the expiration of
the thirty (30) days, Purchaser may elect either to waive the matter to which
the objection was made, accepting title, as marketable notwithstanding the
matter remains of record or continues to be reflected in the title policy, or to
terminate this Agreement.
5. Deed. Upon Purchasers paying the purchase price in full as provided in this
Agreement, Seller shall deliver to Purchaser a statutory warranty deed,
conveying the Property free and clear of all liens and encumbrances, but subject
to matters apparent on the Property or of record.
6. Closing Costs and Prorations. Seller shall pay the real estate excise tax,
if any, and title insurance premium. Taxes for the current year, rents,
insurance, interest, mortgage reserves, water and other utilities constituting
liens shall be prorated as of the date of closing. Purchaser shall pay the
recording fees for the Statutory Warranty Deed. Closing costs and document
preparation costs shall be divided equally. Other costs associated with this
transaction shall be allocated as is the common practice in Chelan and Xxxxxxx
Counties.
7. Seller's Representations. In addition to any other express agreement of
Seller contained herein, the matters set forth below in this Paragraph
constitute representations and warranties by Seller which shall be true and
correct on the date of this Agreement and as of the close of escrow and shall
survive closing. In the event that during the period between the execution of
this Agreement and the close of escrow Seller learns or has reason to believe
that any of the following representations and warranties may cease to be true,
Seller shall give written notice thereof to Purchaser which notice shall
constitute a withdrawal or cancellation of the representations or warranty, to
the extent set out in the notice. Purchaser may terminate this Agreement by
giving written notice of such termination to Seller within seven (7) days from
receipt by Purchaser of the withdrawal or cancellation of the representation or
warranty.
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7.1 Seller is not aware of any deficiencies or defects in the Property,
which are not apparent of record or by reasonable inspection;
7.2 To the best of Seller's knowledge, there are no actions, suits,
claims, legal proceedings, or any other investigations or other proceedings
affecting the Property, or any portion thereof, at law or in equity before any
federal, state, municipal or other governmental department, commission, board,
agency or instrumentality, domestic or foreign. Seller is not in default with
respect to any order, judgment, injunction or decree of any court, federal,
state or municipal, or other governmental department, commission, board, agency
or instrumentality, domestic or foreign that would affect the Property;
7.3 Seller has not received notice from any governmental agency pertaining
to the violation of any law or regulation affecting the Property and Seller has
no knowledge of any facts that might be a basis for any such notice;
7.4 To the best of Seller's knowledge, information and belief, it has
complied in all material respects with all laws, regulations and orders
applicable to the Property and the buildings (if any) upon the Property meet
applicable codes; and
7.5 Seller has not caused or knowingly allowed the generation, treatment,
storage, or disposal of hazardous or toxic substances on the Property, and to
the best of the Seller's knowledge, no hazardous or toxic substance has been
released onto, at or near the Property, except to the extent the property has
been used as a commercial orchard in the past.
8. Inspection. Purchaser shall have up to twenty (20) days from the date of
this Agreement to inspect the condition of the Property. If Purchaser
determines the condition of the Property is not acceptable to Purchaser,
Purchaser shall give written notice of that determination to Seller within the
twenty (20) days, stating the reason why Purchaser has determined the condition
of the Property is unacceptable to Purchaser. If Seller removes the
unacceptable condition prior to closing, the Parties shall proceed to close as
provided in the Agreement. If Seller does not remove the unacceptable condition
prior to the date set for closing, this Agreement shall terminate unless
Purchaser otherwise agrees in writing, and neither Party shall have any further
rights or obligations to the other as a result of this Agreement.
9. Closing. The closing of this sale shall occur within thirty (30) days after
execution of this Agreement, provided that closing shall be extended by seven
(7) days, if Purchaser objects to title claiming it to be unmarketable, as
provided in Paragraph 4. The sale shall be closed in the office of the closing
agent, Land Title Company, Chelan-Xxxxxxx County, Inc. or such other closing
agent as the Parties may agree. Purchaser and Seller shall deposit with the
closing agent, all instruments, documents and monies necessary to complete the
sale in accordance with this Agreement. Escrow fees shall be divided equally
between the Seller and Purchaser.
10. Closing Agent. For purposes of this Agreement, "closing agent" shall be
defined as the person authorized to perform escrow services pursuant to the
provisions of Chapter 18.44 RCW who is designated by the Parties hereto to
perform such services.
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11. Date of Closing. For purposes of this Agreement, "date of closing" shall be
construed as the date upon which all appropriate documents are recorded and
proceeds of this sale are available for disbursement to Seller.
12. Possession. Seller shall deliver possession of the Property to Purchaser on
the date of closing.
13. Default. If the Seller or Purchaser defaults, the non-defaulting Party may
seek specific performance of this Agreement, damages or rescission.
14. Lease of Parking Area. At closing, and as a condition to Purchaser closing
this transaction, Seller shall execute a Lease between Purchaser and Seller
effective as of the date of closing, in a form approved by the Parties, leasing
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the parking lot at the northerly end of the Property from Purchaser.
15. Sewage Capacity. Seller shall transfer with the Property all sewage
capacity previously transferred by Purchaser to Seller, related to this
Property, being capacity of up to fifteen thousand (15,000) gallons per day. At
Purchaser's election, a memorandum of agreement reflecting the provisions of
this paragraph may be placed of record.
16. Purchaser Represented by Attorney. Seller and Purchaser acknowledge and
understand that Xxxxx Xxxxxx Xxxxxxx, P.L.L.C. is acting on behalf of Purchaser
as the drafter of this Agreement and the documents implementing this Agreement,
and is not providing independent legal advice to Seller. The Parties have agreed
to share equally in the costs and fees of Xxxxx Xxxxxx Xxxxxxx, P.L.L.C., only
in preparation of the documents for this transaction. Seller acknowledges that
it has been advised and has had the opportunity to seek independent counsel for
review of documents.
17. Computation of Time. Unless otherwise expressly specified herein, any
period of time specified in this Agreement shall expire at 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 in RCW 1.16.050, in which event the
specified time shall expire at 9:00 p.m. of the next business day. Any specified
period of five (5) days or less shall include business days only.
18. Indemnification. Except as otherwise provided herein, Seller shall
indemnify and hold Purchaser harmless from and against any and all claims,
assessments, liens, damages, losses and costs not otherwise provided for in this
Agreement, including attorneys' fees, expenses, or claims of any kind or nature
whatsoever arising from or related to Seller's ownership of the Property prior
to the date of closing, including Purchaser's attorneys' fees incurred in
enforcing this indemnity and hold harmless provision.
Except as otherwise provided herein, Purchaser shall indemnify and hold
Seller harmless from and against any and all claims, assessments, liens,
damages, losses and costs not otherwise provided for in this Agreement,
including attorneys' fees, expenses, or claims of any kind or nature whatsoever
arising from or related to Purchaser's ownership of the Property subsequent to
the date of closing, including Seller's attorneys' fees incurred in enforcing
this indemnity and hold harmless provision.
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19. Notices. Any notice required or authorized to be given under the terms of
this Agreement shall be given to the Seller or Purchaser at the address
indicated below the signature of the Seller or Purchaser. Delivery shall be
deemed to have occurred upon delivery to the Seller or the Purchaser in person
or by mailing the notice to the Seller or Purchaser at the addresses indicated
by the United States mail, certified postage prepaid.
20. Attorneys Fees and Costs. In the event it is necessary for any of the
Parties to this Agreement to utilize the services of any attorney to enforce any
of the terms of this Agreement, such enforcing Party shall be entitled to, in
addition to other relief, compensation for its reasonable attorneys' fees and
costs. In the event of litigation regarding any of the terms of this Agreement,
the substantially prevailing Party shall be entitled, in addition to other
relief, to its reasonable attorneys' fees and costs.
21. Essence of Time. TIME IS OF THE ESSENCE IN THIS AGREEMENT.
22. Entire Agreement. This Agreement contains the entire Agreement of the
Parties hereto, and except for any Agreements or warranties otherwise stated in
writing to survive the execution and delivery of this Agreement, supersedes all
other previous understandings and agreements, written and oral, with respect to
this transaction.
23. Savings Clause. Nothing in this Agreement shall be construed as to require
any act contrary to law, and wherever there is any conflict between the
provisions of this Agreement and any statute, law, public regulation or
ordinance, the latter shall prevail, but in such event, the provisions of this
Agreement affected shall be curtailed and limited only to the extent necessary
to bring it within legal requirements.
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24. Survival. All representations and warranties made under this Agreement, and
all duties and obligations of the Parties hereunder, to be performed after the
closing, shall survive the closing and remain in effect until fulfilled and
shall not merge with the recordation of any deeds.
DATED this 29/th/ day of December, 2000.
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SELLER:
Seller's Address:
PACIFIC AEROSPACE & ELECTRONICS, INC.
000 Xxxx Xxxxxxx Xxxx, Xxxxx Xxxxx
Xxxxxxxxx, XX 00000
By: /s/ Xxxx Xxxxx
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Name: Xxxx Xxxxx
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Its: VP Finance & CFO
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DATED this 29/th/ day of December, 2000.
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PURCHASER: Purchaser's Address:
XXXX XX XXXXXX XXXXXX
X.X. Xxx 000
Xxxxxxxxx, XX 00000-0000
By: /s/ Xxxx Xxxxxx
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Name: Xxxx Xxxxxx
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Its: Executive Director
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The following Exhibit is omitted from the Real Estate Purchase and Sale
Agreement dated December 29, 2000, between Pacific Aerospace & Electronics, Inc.
and The Port of Chelan County, filed as Exhibit 10.30 to the foregoing quarterly
report on Form 10-Q, pursuant to Regulation S-K, item 601(b)(2). The Company
agrees to furnish supplementally a copy of the omitted exhibit to the Securities
and Exchange Commission upon request.
Exhibit
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Exhibit A - Property Description
