HomeMy WebLinkAboutAD04-065 - Other - Addendum #2 - Yarrow Bay Development, LLC - Reservoir Impoundment Property - 02/13/2004 d
ADDENDUM TWO TO THE REAL ESTATE PURCHASE AND SALE
AGREEMENT BETWEEN YARROW BAY DEVELOPMENT,LLC.
AND THE CITY OF KENT
Yarrow Bay Development, LLC ("Buyer"), with offices located at 825 Fifth
Avenue, Suite 202, Kirkland, Washington, and the City of Kent ("Seller") with offices
located at 220 — 4�h Avenue South, Kent, Washington 98032, hereby enter into this
Addendum Two to the Real Estate Purchase and Sale Agreement (the "Agreement") as
signed by Buyer and the Seller on October 8, 2003, and Addendum One as signed by
Buyer and Seller on December 19, 2003, as follows.
1. Section 2 of the Agreement shall be amended as follows:
2. EARNEST MONEY. Seller acknowledges receipt from Buyer of
earnest money in the amount of Five Hundred Thousand Dollars in the
form of a promissory note, as seen in Exhibit B attached and incorporated
herein (Earnest Money Note), payable upon the satisfaction and removal
of Buyer's Feasibility Study in subsection 4(c). Following the satisfaction
and removal of Buyer's Feasibility Study, the earnest money shall be
funded by Buyer the next business day and released by the escrow
company, Pacific Northwest Title, to the Seller. The earnest money shall
be nonrefundable except in the case of Seller's default. The earnest
money shall be applicable to the purchase price.
2. Section 4.(c)(i) of the Agreement shall be amended as follows:
4.(c) A Feasibility Study as follows:
(i) Buyer shall have until March 1, 2004 to determine, in Buyer's sole
and absolute discretion, if the real property is feasible for investment and/or
development by Buyer. Buyer is granted a right of entry during the term of the
Feasibility Study. Buyer agrees to assume all liability for and to defend,
indemnify and save Seller harmless from all liability and expense (including
reasonable attorneys' fees) in connection with all claims, suits and actions of
every name, kind and description brought against Seller or its agents or
employees by any person or entity as a result of or on account of injuries or
damages to persons, entities and/or property received or sustained, arising out of,
in connection with or as a result of the acts or omissions of Buyer or its agents or
employees in exercising its rights under the right of entry granted in this Section,
except for claims caused by Seller's sole negligence. The provision of this
subsection shall survive Closing or the termination of this Agreement.
3. Suction 4(c)(iv) of the Agreement shall be amended as follows:
ADDENDUM TWO TO REAL ESTATE PURCHASE AND SALE AGREEMENT BETWEEN
YARROW BAY DEVELOPMENT, LLC.AND THE CITY OF KENT
Page I of 2
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4.(:) A Feasibility Study as follows:
(iv) If Buyer fails to notify Seller in writing of the results of the
Feasibility Study in 4(c), on or before March 1, 2004, then the feasibility
contingency will be deemed satisfied and removed. If Buyer does not remove the
feasibility contingency and terminates this Agreement before the expiration of the
Feasibility Study, neither Buyer nor Seller shall have any further rights, duties or
obligations hereunder, except that Buyer agrees to return the real property to its
original state (i.e., fill all boring holes, etc.) and except as Buyer remains
obligated under the provisions of 4(c)(i).
4. Except as modified by this Addendum Two, all the terms and conditions of the
Agreement will remain in full force and effect.
5. Facsimile signatures on this Addendum Two shall be considered originals.
This Addendum Two will take effect on the last date entered below.
SELLER: BUYER:
CITY OF KENT YARROW BAY DEVELOPMENT, LLC
By: By: TAk
J' White,Ma or / ManagingkAegber f
Dat o� - ��- �S� Dated:
APPROVED AS TO Fl�3D ,
By: l
Kent City Attorney
Dated:_ o? — %.:� —0 y
P Ztv[WUMW;.mFdmw7517MSA•Add=dum2 da
ADDENDI JM TWO TO REAL ESTATE PURCHASE AND SALE AGREEMENT BETWEEN
YARROW BAY DEVELOPMENT,LLC.AND THE CITY OF KENT
Page 2 of 2
EARNEST MONEY NOTE
FOR VALUE RECEIVED,V BAD aker pro mfsesuto pay to the order of
iC$•i cx::m Oct 'Payee") the principal sum of B Iid,#-DtA6 VO 3�ollars
($ , interest-free. This Note shall be payable in lawful money of the United States, at
such place as the Payee may designate.
This Note is made pursuant to that certain Purchase and Sale Agreement dated as of
C % g between the Maker and Payee (the "Agreement'), the terms and conditions
of which are incorporated herein by this reference. This Note shall be due and payable as set
forth in such Agreement.
Maker shall have the right to prepay at any time in advance of maturity,without premium
or penalty, all or any part of the principal amount of this Note.
If default is made in the payment of the principal hereunder when due, the Agreement
shall terminate.
Maker waives diligence, presentment, demand, protest, and notice of any kind
whatsoever. The non-exercise by the Payee of any of Payee's rights hereunder in any instance
shall not constitute a waiver thereof in that or any subsequent instance.
If this Note is placed in the hands of any attorney for collection after any default, Maker
promises to pay all costs of collection and a reasonable sum as attorneys' fees, whether suit is
brought or not.
This Note is to be construed in all respects and enforced according to the laws of the
State of Washington.
MAKER:
its:
Date:
UOW103 _ - EARNEST MONEY NOTE V2
TREADWARROW BAY DEVELOPMMMCITY OF KENrDETENTION PARCEL