CONDOMINIUM PURCHASE AND SALE AGREEMENT
THIS AGREEMENT, made and entered into this 7th day of November, 1998, by
and between PACIFIC AEROSPACE & ELECTRONICS, INC., a Washington corporation,
hereinafter referred to as the "Seller," and XXXXXX X. XXXXXX, hereinafter
referred to as the "Buyer,"
W I T N E S S E T H:
1. Agreement of Sale. The Seller agrees to sell and the Buyer agrees to
purchase Unit 4 (the "Unit") in the Confluence Park Condominium (the
"Condominium"), as established by the Declaration of Covenants, Conditions,
Restrictions and Reservations recorded under Document No. 2040202 in
Chelan County, Washington (the "Declaration"), plus the exclusive rights to
use the limited common elements identified as the two (2) parking spaces in
the existing garage upon and subject to the terms of the Declaration.
2. Purchase Price. The total purchase price for the Unit is ONE HUNDRED
SEVENTY-FIVE THOUSAND DOLLARS ($175,000), which purchase price shall be
paid to the Seller in cash on the Closing Date. The Seller shall have no
obligation to pay interest on the Deposit, but any interest which is
otherwise earned thereon shall be paid to the person to whom the Deposit is
paid and, if paid to the Seller, shall be credited against the purchase
price.
3. Title. Title to the Unit shall be conveyed to the Buyer by statutory
warranty deed subject to easements, reservations, restrictions, covenants
and conditions of record, including, without limitation, the terms and
provisions of the Declaration and the survey map and plans recorded in
conjunction therewith; taxes and assessments, general and special, not due
and payable as of the Closing Date (defined below); Condominium association
assessments not due and payable on the Closing Date; rights of the public
to parts, if any, lying in streets and rights-of-way; rights reserved in
federal patents or state deeds; building and use restrictions general to
the district in which the Condominium is located; and building and zoning
regulations applicable to the Condominium. Any other liens or encumbrances
may be discharged by the Seller out of the purchase price on the Closing
Date.
4. Title Insurance. The Buyer shall be responsible for any title insurance he
requires for this purchase.
5. Buyer's Conditions to Closing. The Buyer's obligation to close this
transaction is conditioned solely upon (a) the Seller's compliance with the
terms hereof in all material
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respects, and (b) the Unit having not been materially damaged or destroyed
by fire or other casualty, unless the Seller elects to restore such damage
and such restoration is completed in all material respects prior to the
Closing Date. If the Unit is materially damaged by fire or other casualty
and is not substantially restored by the Seller at its expense by the
Closing Date, or if the Buyer is unable to obtain its purchase money loan
by the Closing Date after making due application therefor, this agreement
shall automatically terminate, whereupon the Deposit shall be returned to
the Buyer.
6. Closing Date and Procedures. This transaction shall close in the offices of
Seller on the Closing Date. For the purposes of this agreement, the
"Closing Date" shall mean the date of recordation of the Seller's deed to
the Buyer.
7. Closing Costs and Prorations. The Seller shall be responsible for the
payment of any excise tax assessed on the conveyance of title to the Unit
and any sums due with respect to the discharge of any encumbrances for
which the Seller is responsible. The Buyer shall pay the fees for recording
the Seller's deed and for any title insurance required by the Buyer.
Condominium assessments for the month which includes the Closing Date, real
estate taxes and assessments, and xxxxxxxx for utilities not separately
metered, if any, shall be prorated between the parties hereto as of the
Closing Date.
8. Assessment Deposit. If the Seller so requests prior to the Closing Date,
the Buyer shall deposit with the Seller at closing a sum sufficient to
discharge the Buyer's estimated first two (2) months' assessments for the
common expenses levied or to be levied by the Condominium owners'
association.
9. Association Notice. The Buyer agrees to provide the Condominium owners'
association with written notice of its name, address and the date this sale
closed immediately following the Closing Date. The Buyer acknowledges that
such notice is required by statute and is necessary for the association to
include the Buyer as an insured under the association's insurance policies.
10. Receipt of Public Offering Statement. The Buyer acknowledges that at least
seven (7) days before the execution of this Agreement he received a
complete and legible copy of the Seller's public offering statement and
each of the documents which were identified therein as accompanying such
statement. The Buyer agrees that all of the documents which accompanied the
public offering state are incorporated herein as a part of this agreement
and covenants with the Seller to comply with and observe each and every
term, covenant and condition therein contained. This covenant shall survive
the closing of this sale.
11. Possession. The Buyer shall be entitled to possession of the Unit as of the
Closing Date.
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12. Fixtures and Improvements. The Seller agrees that as part of the purchase
price for this transaction, the Unit shall be equipped and furnished with
the items specifically indicated on Exhibit A attached hereto, and that all
of such items are included in the purchase price. The Buyer acknowledges
that he is familiar with each of such items and has accepted and agreed to
the same, and Seller shall be under no obligation to change, modify or
replace any such items. If any of such items become unavailable to Seller
or cost thereof significantly increases, Seller shall have the right to
replace such items with new furnishings, fixtures and equipment of
comparable quality and utility.
13. Condition of Property. Except as otherwise stated in the Seller's public
offering statement, the Seller has made no representations and does not
warrant the condition of the Property, and the Buyer, having inspected the
Property, agrees to purchase the same "as is."
14. Defaults and Remedies. If the Buyer fails, without legal excuse, to close
this transaction as and when required by this agreement, the Seller may
terminate this agreement and all of the rights granted to the Buyer herein
and Buyer shall pay Seller $500 as its sole and exclusive remedy. The
parties acknowledge that this provision is intended to satisfy the
requirements of RCW 64.04.005(1)(a); is not to be construed to be a
limitation upon any right or remedy available to Seller in the event of any
other default on the part of the Buyer under this or any other agreement;
and does not affect the parties' rights to recover attorneys' fees in any
action commenced with respect to this agreement.
Parties' initials:
[Illegible] /s/ DW
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Seller's Initials Buyer's Initials
Any default by the Seller under this agreement which continues to the earlier of
(a) fifteen (15) days after the Buyer's written notice thereof, or (b) the
Closing Date shall enable the Buyer to terminate this agreement and recover the
Deposit and its actual damages from the Seller.
15. Attorneys' Fees. The prevailing party in any litigation concerning this
agreement shall be entitled to be paid its court costs and reasonable
attorneys' fees by the party against whom judgment is rendered, including
such costs and fees as may be incurred on appeal.
16. Real Estate Brokers. The parties agree that the commission of any real
estate broker or agent employed in connection with this transaction shall
be paid solely by the party contracting for such services in writing. The
Buyer acknowledges that no broker or agent has made any representations or
warranties regarding the Unit, the Condominium or any other matters
relating to this transaction which are binding upon the Seller.
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17. Notices. All notices which are given in connection with this agreement
shall be in writing and delivered or sent by certified mail, return receipt
requested, with postage prepaid. Notices given to the Seller shall be
delivered or addressed to 000 Xxxx Xxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxxx
00000, Attn: President, and notices given to the Buyer shall be delivered
or addressed to the address listed below its signature on this agreement.
The place for receipt of such notices may be changed by not less than
fifteen (15) days' advance notice given by the means above described.
Notices shall be deemed effective upon the date of delivery or two (2)
calendar days following the date of the U.S. postmark thereon.
18. Time of Performance. Time is of the essence of each and every term,
covenant and condition hereof.
19. Partial Invalidity. If any of the provisions of this agreement are ruled
invalid by any court of competent jurisdiction, such ruling shall not
affect, impair, or invalidate any of the other terms hereof.
20. Construction of Agreement. This agreement shall create only the
relationship of seller and purchaser and no agency, employment,
partnership, joint venture or other joint undertaking shall be inferred
from these presents. Except to the extent stated in this agreement, neither
party shall have the right to make any representations or incur any debts
on behalf of the other. If either party is comprised of more than one
person, such persons shall be jointly and severally liable hereunder. The
Buyer acknowledges that he has read this agreement and has been given the
opportunity to seek the assistance of legal counsel, and that this
agreement has been mutually negotiated and shall not be construed against
either party. All sums herein mentioned, including, without limitation, the
purchase price and the installments thereof, shall be calculated by and
payable in the lawful currency of the United States.
21. Successors. Subject to the limitations upon assignments contained herein,
all rights and obligations arising out of this agreement shall inure to the
benefit of and be binding upon the respective heirs, successors, assigns,
administrators, and marital communities, if any, of the parties hereto.
22. Venue. The venue of any action brought to interpret or enforce this
agreement shall be laid in Chelan County, Washington.
23. Controlling Law. This agreement shall be construed, interpreted and
enforced in accordance with the laws of the State of Washington.
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24. Entire Agreement. This agreement constitutes the entire agreement of the
parties hereto, it supersedes all previous oral and written agreements
between the Seller and the Buyer which relate to the Buyer's purchase of
the Unit, and may not be amended except by subsequent written agreement
executed by the Seller and the Buyer. No waiver of any term, covenant or
condition of or right or remedy under this agreement shall be effective
unless and to the extent evidenced by an express written agreement signed
by the waiving party in each instance.
PACIFIC AEROSPACE & ELECTRONICS,
INC., a Washington corporation
By /s/ XXXX XXXXX
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Printed Name: Xxxx Xxxxx
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Title: VP Finance
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"Seller"
/s/ XXXXXX X. XXXXXX
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XXXXXX X. XXXXXX
"Buyer"
Address:
000 Xxxx Xxxxxxx Xxxx
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Xxxxxxxxx, XX 00000
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THIS AGREEMENT REQUIRES THE PARTIES TO INITIAL PARAGRAPH 14.
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