HomeMy WebLinkAboutAD04-048 - Original - Kent Station, LLC - Real Estate Purchase and Sale Agreement - 01/20/2004 01
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KENT Document
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CONTRACT COVER SHEET
This is to be completed by the Contract Manager prior to submission to City Clerks Office. All
portions are to be completed,it you have questions,please contact Mary Simmons,City
Clerks Office.
Vendor Name:
Contract Number:
This is assigned by Mary Simmons
Vendor Number:
Project Name: 14�Mk 24DO
Contract Effective Date:
Contract Termination Date: dvn 1
Contract Renewal Notice (Days):
Number of days required notice for termination or renewal or amendment
Contract Manager. /l V -"::Ik oU 1 "
Department:
UV
Abstract:
ADCL7832 07/02
1
REAL ESTATE PURCHASE AND SALE AGREEMENT
THIS REAL ESTATE PURCHASE AND SALE AGREEMENT ("Agreement") is made
and entered into as of this M day off, 2004 ("Effective Date")by and between the City
of Kent, a Washington municipal corporation (the "City") and Kent Station LLC, a Washington
limited liability company(the"Developer").
RECITALS
A. In 2001, the City completed the purchase of approximately 19.92 acres of land
situated between West James Street and West Smith Street, North 4`I' Avenue and First Avenue
North in the City of Kent(the"Real Property")pursuant to Resolution No. 1581A in order to (a)
acquire a large parcel of land in downtown Kent on which the previous owner operated a
chemical plant which was incompatible with existing public and private uses in downtown, and
(b) provide the City with a unique opportunity to plan for the coordinated public and private use
of a significant downtown property.
B. The Real Property presented an extraordinary opportunity to transform the
downtown into a pedestrian-friendly mixed-use environment, which would increase pedestrian
activity downtown and directly and indirectly improve public safety in the downtown retail core,
improve the vitality of the City, increase tax revenues, provide additional housing, create jobs,
provide important public spaces and thereby enhance other City investments and assets and
achieve multiple City objectives.
C. The City has considered its 1995 Kent Comprehensive Plan, its 1998 Downtown
Strategic Action Plan, the 1999/2000 Commuter Rail Station Area Study, and it has developed
and designed critical public infrastructure, including Ramsay Way, which will run through a
portion of the Real Property to connect the historic 2nd Avenue Commercial District to the
Sounder Rail Station and the Regional Justice Center. Ramsay Way will help serve the public
access purposes identified in the plans and studies identified above and will mitigate traffic
congestion and improve vehicular and pedestrian access and circulation in the vicinity of Kent's
downtown core.
D. To further the established goals of the above-referenced plans and studies and to
complement the concept and design of Ramsay Way, the City has constructed and will construct
certain other public infrastructure improvements in the vicinity of the Real Property, including
improvements to Is'and 4d'Avenues.
E. The City has determined that the remaining land which is outlined in red on the
map attached hereto as Exhibit A-1 and by this reference incorporated herein consisting of
approximately 18.2 acres and is legally described in Exhibit A-2 attached hereto and by this
reference incorporated herein (the "Property") is surplus to its needs. In selling this surplus
Property the City intends to limit and restrict future use and development options by having the
Property developed in a manner that is consistent with its vision of downtown, and that will
KF.NT STATION PSA -I-
improve the vitality of the City, encourage urban redevelopment, reconnect important parts of
the City's downtown that are currently isolated, increase pedestrian activity downtown and
thereby directly and indirectly improve public safety, expand and diversify the City's tax base,
create additional jobs, provide additional housing, public spaces, public parking and pedestrian-
friendly connections within the downtown retail core.
F. Developer will cause the Property to be developed into a high-quality, mixed-use,
transit-oriented urban village which will act as a focal point and gathering place for south King
County. Developer has proposed the development of a mixed-use town center on the Property
that includes a cinema, office space, housing, community college, a significant quantity of retail
space and a plaza. The development is referred to as "Kent Station" or the "Kent Station
Project".
G. Developer's efforts will be accomplished through the Developer's acquisition of
the Property in multiple phases, and the development of the Property as Kent Station in
accordance with the terms of the Development Agreement of even date herewith between
Developer and the City (the "Development Agreement"). The parties anticipate that the Property
as developed will include the construction of buildings and other improvements which will
contain at least 195,000 square feet of ground floor retail space.
H. This Agreement sets forth the terms and conditions of Developer's acquisition of
the Property and the City's rights to repurchase all or part of the Property if certain conditions
are not satisfied by the Developer.
NOW, THEREFORE, in consideration of the foregoing recitals and other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties
agree as follows:
AGREEMENT
The terms and conditions in the Recitals set forth above are incorporated into this
Agreement as though fully set forth herein.
ARTICLE I: PROPERTY
City agrees to sell and convey to Developer, and Developer agrees to purchase from City,
subject to the terms and conditions set forth herein, and develop the Property. The Property has
been divided into two general areas as depicted on Exhibit A-3 attached hereto and by this
reference incorporated herein and as more specifically defined in Article II below. The Property
consists of the Real Property less the gross square footage of that portion of the Real Property to
be retained by City for certain City-owned public infrastructure improvements, more particularly
described in Exhibit B attached hereto and by this reference incorporated herein ("City
Infrastructure Improvements"). The Property shall be acquired for the purchase prices as set
forth and described in Articles II and III below.
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ARTICLE II: PURCHASE OF PROPERTY
2.1 Initial Takedown. The initial takedown of the Property will consist of
approximately 10 acres and is depicted as "Phase I" on Exhibit A-3 (the "Initial Takedown
Parcel"). The Initial Takedown Parcel closing must occur on or before June 30, 2004 (the
"Initial Takedown Period"). If the Initial Takedown Parcel closing has not occurred by the end of
the Initial Takedown Period through no fault of the City, and subject to Sections 16.2 and 17.11
below, Developer shall be in default under this Agreement and City shall have the right to
terminate this Agreement, and all Earnest Money previously deposited in cash pursuant to
Section 3.2 below will be forfeited to City. Any such termination by the City must be in writing
and shall be effective upon Developer's receipt of written notice of termination.
2.2 Subsequent Takedowns. The remainder of the Property will be purchased by the
Developer in one or more acquisitions but in no event later than June 30, 2012. The remainder of
the Property (exclusive of the Initial Takedown Parcel) includes a total of approximately 8.2
acres and is referred to collectively as the "Remainder Property". The Remainder Property may
be purchased at Developer's election in one or more acquisitions (hereinafter "Remainder
Property Purchase Parcel"), provided,however, that Developer must satisfy the following criteria
with respect to each purchase. Developer must demonstrate to the City through submittal of a
"Development Plan" (as hereinafter defined) that each Remainder Property Purchase Parcel, as
well as the unpurchased balance of the Remainder Property; (a) constitutes a legal lot of at least
25,000 square feet in size, or if smaller, is shown on the Development Plan as being able to
accommodate development generally consistent with the requirements set forth in the
Development Agreement, (b) has direct access to a public street or an easement which provides
direct access to a public street, (c) is able to be developed to meet the square footage
requirements set forth in Section 17.8.6 below, and (d) include all land required to meet all
zoning, development, mitigation and other requirements under the Development Agreement,
Planned Action Ordinance adopted by the City pursuant to Resolution No. 3608 dated July 16,
2002 ("PAO") and the MPD (as defined below). For purposes of this Agreement, a
"Development Plan" is defined to be a site plan for the Property which shows proposed building
locations, proposed square footages, proposed land uses, as well as proposed parking and general
site features, all generally consistent with the requirements set forth in the Development
Agreement and similar in format to Exhibit G.
2.3 Purchase Notices.
2.3.1 Initial Takedown Parcel. Developer must provide written notice to City of
its intention to purchase the Initial Takedown Parcel prior to the expiration of the Developer
Feasibility Period (defined below). Developer's failure to provide the Purchase Notice for the
Initial Takedown Parcel prior to the expiration of the Developer Feasibility Period shall
constitute an event of default by Developer under this Agreement and subject to Section 16.2
below.
2.3.2 Subsequent Takedowns — Remainder Property Purchase Parcels
Developer must provide written notice (including an offer price as described in Article III below)
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to the City of its intention to purchase any Remainder Property Purchase Parcel at least one
hundred twenty (120) days before the anticipated closing date of any Remainder Property
Purchase Parcel, but in no event later than one hundred twenty (120) days prior to the
"Remainder Parcel Purchase Deadlines" set forth in Section 17.8.6 below, as extended, if
applicable, pursuant to Section 17.8.7 below. The notice and offer together are collectively
referred to as the "Remainder Property Purchase Parcel Purchase Notice". In event that the
square footage requirements are not constructed or under"Construction" (as hereinafter defined)
pursuant to the dates and requirements of Section 17.8.6 below and in the event the minimum
quantities of land within the Remainder Property are not purchased by the deadlines set forth in
Section 17.8.6 below (as those dates may be extended pursuant to Section 17.8.7, as applicable),
Developer thereafter shall not have the right to exercise any further Remainder Property
Purchase Parcel Purchase Notices. In that event, the City shall have the right to terminate this
Agreement and retain the Second Earnest Money Deposit. In addition, if Developer elects to
terminate the Agreement or if Developer fails to give a timely Remainder Property Purchase
Parcel Purchase Notice, then in either event all work product prepared by or on behalf of
Developer for development of the Kent Station Project (which product is not proprietary and
which product is in Developer's possession) shall immediately and without payment of
additional consideration, be assigned to City and neither party hereto shall have any further
rights or obligations under this Agreement. For purposes of this Agreement, "Construction" or
"Commencement of Construction" is defined to be the construction of foundations pursuant to
permits issued by the City, with construction activity also proceeding at a reasonable pace
towards commencement of framing of buildings.
2.4 Termination by City. If any one of the following events occur, then Developer
shall be in default under this Agreement and the parties shall have the rights and remedies set
forth in Section 16.2 below: (a) the Initial Takedown Parcel has not been purchased by
Developer prior to the expiration of the Initial Takedown Period, or (b) the Remainder Property
Purchase Parcel closing(s) have not occurred by the Remainder Parcel Purchase Deadlines as set
forth in Section 17.8.6 below, or (c) Developer has failed to provide City with timely Purchase
Notices for the Remainder Property Purchase Parcels pursuant to Section 2.3 above, or (d) a
building permit application has not been submitted prior to September 30, 2004 for development
totaling at least 75,000 square feet of buildings and other improvements to be constructed on the
Initial Takedown Parcel, or (e) Developer fails to deposit the "First Earnest Money Deposit" or
the "Second Earnest Money Deposit" required under Section 3.2 below, or (f) any condition
precedent to closing set forth in Sections 7.1 or 7.2 of this Agreement has not been met by
Developer prior to the expiration of the Initial Takedown Period or by the Remainder Parcel
Purchase Deadlines, as applicable, or (g) the development performance deadlines set forth in
Section 17.8.6 are not met.
2.5 Manner of Payment. The "Purchase Price" (as defined in Article III below) for
the Initial Takedown Parcel shall be paid in cash or via wire transfer of immediately available
funds less application of the First Earnest Money Deposit paid plus any interest accumulated
thereon. The Purchase Price(s) for the Remainder Property Purchase Parcel (s) shall be paid in
cash or via wire transfer of immediately available funds and by application of the Second Earnest
Money Deposit (or a proportionate amount thereof related to the gross square footage contained
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within the Remainder Property Purchase Parcel, as it compares to the total gross square footage
of the Remainder Property).
2.6 Acceleration of Closing. Notwithstanding anything to the contrary set forth in
this Section 2 above, the City agrees to work in good faith with the Developer in the event the
Developer notifies the City in writing of its desire to accelerate any closing date to a date earlier
than the dates specified herein.
2.7 Closing Dates for Remainder Property Purchase Parcels. Notwithstanding
anything to the contrary set forth herein, City and Developer further agree that Developer shall
not close the purchase of the first Remainder Property Purchase Parcel until the later to occur of
(a) January 1, 2005 or (b) construction on the first 75,000 square feet of Total Development
Square Footage (as defined in Section 17.8.6 below) is 25% completed, provided that the City
agrees to allow an earlier purchase of a Remainder Property Purchase Parcel if Developer
demonstrates to the City that Developer has a signed lease with a new tenant or a purchase
agreement with a user/purchaser for development of that Remainder Property Purchase Parcel,
and that the Remainder Property Purchase Parcel contains sufficient parking (as required by
code)to service the user.
ARTICLE III: PURCHASE PRICE; EARNEST MONEY; SECOND DEPOSIT
FEASIBILITY PERIOD
3.1 Purchase Price.
3.1.1 Initial Takedown Purchase Price. The purchase price for the Initial
Takedown Parcel will be Two One Hundred Seventy Eight Thousand Dollars ($2,178,000.00)
which represents five dollars ($5) per square foot of land purchased. This is referred to as the
"Initial Takedown Purchase Price". This price may be adjusted to reflect any differences in the
actual square footage as determined by the Survey discussed in Section 4.4 by multiplying the
square footage per the survey and the price of five dollars ($5)per square foot.
3.1.2 Purchase Price for Remainder Property Purchase Parcel(s). The purchase
price for each Remainder Property Purchase Parcel shall equal the greater of five dollars ($5)
per square foot of land purchased or the then fair market value of the portion of the Remainder
Property Purchase Parcel contemplated for purchase ("Remainder Property Purchase Parcel
Price"). In determining fair market value the parties and the appraisers will consider, among
other factors, site conditions and current market conditions and comparables as well as the
entitlements and constraints associated with the PAO, the MPD and the Development
Agreement, but shall exclude allocable cost of any infrastructure improvements already made to
the Remainder Property Purchase Parcel by Developer (i.e. roads, sidewalks, landscaping and
utilities).
3.1.2.1 Remainder Property Purchase Parcel Price Determination.
Developer's Remainder Property Purchase Parcel Purchase Notice described in Article II above
must include Developer's proposed Remainder Property Purchase Parcel Price. If the Developer
and the City do not agree on the Remainder Property Purchase Parcel Price of the Remainder
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Property Purchase Parcel within fifteen (15) days of the date of delivery of Developer's
Remainder Property Purchase Parcel Purchase Notice to City, then the Remainder Property
Purchase Parcel Price of the Remainder Property Purchase Parcel will be determined by
appraisal pursuant to the appraisal process described in Section 3.1.2.2 below.
3.1.2.2 Apuraisal Process. Each party shall select an MAI
appraiser with at least five (5) years of experience in appraising commercial and retail properties
in the South Puget Sound area. Each party shall give written notice of its selection of an
appraiser to the other party within ten (10) days after the parties reach an impasse on negotiating
the Remainder Property Purchase Parcel Price, or the end of fifteen (15) day period referred to
in Section 3.1.2.1 above, whichever first occurs. The two appraisers shall then select a third
appraiser, who shall be an independent MAI appraiser who has not previously been employed by
City, Developer, any member of Developer or any affiliate of any of them, and with the same
general qualifications as the first two appraisers (except as otherwise agreed to between the
parties), which selection shall be made within ten (10) days after the end of the applicable ten
(10) or fifteen (15) day period referred to in the preceding sentence. The three appraisers shall
each independently determine the Remainder Property Purchase Parcel Price within thirty (30)
days of the appointment of the third appraiser. In determining"fair market value", the parties and
the appraiser(s) will consider, among other factors, site conditions and then market
conditions/comparables as well as the entitlements and constraints associated with the PAO, the
MPD and the Development Agreement. The appraisers shall arrange for a simultaneous
exchange of their determination of the Remainder Property Purchase Parcel Price to all three
appraisers. The appraisers shall thereupon meet and attempt to resolve any discrepancy among
the three appraisals,but in the event the appraisers have not reached agreement on the Remainder
Property Purchase Parcel Price within ten (10) days thereafter, the third appraiser shall proceed
to determine the Remainder Property Purchase Parcel Price. The third appraiser may select
either purchase price proposed by the first two appraisers, or any modification of either or may
select its own determination, or any modification thereof, as the Remainder Property Purchase
Parcel Price. The decision of the third appraiser shall be binding on Developer and the City.
Each party shall pay the costs and expenses of the appraiser selected by that party, and shall split
equally the costs and fees of the third appraiser.
3.2 Earnest Money.
3.2.1 First Earnest Money Deposit. Developer shall deposit a promissory note
in the principal amount of Fifty Thousand Dollars ($50,000) ("First Earnest Money Deposit")
with Chicago Title Insurance Company ("Escrow Agent") within seven (7) days following
execution of this Agreement by City and Developer. This First Earnest Money Deposit will be
refundable until the expiration of the Developer Feasibility Period (defined in Section 3.2.3
below). In the event Developer terminates its obligations under this Agreement on or before
expiration of the Developer Feasibility Period, Escrow Agent shall return the First Earnest
Money Deposit to Developer, this Agreement shall terminate, all work product prepared by or on
behalf of Developer (which product is not proprietary and which product is in Developer's
possession) for development of the Kent Station Project shall immediately and without payment
of additional consideration be assigned to City and neither party hereto shall have any further
rights, duties or obligations under this Agreement except as otherwise expressly provided herein.
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If Developer does not elect to terminate its obligations under this Agreement prior
to the waiver or expiration of the Developer Feasibility Period, the First Ehrnest Money Deposit
promissory note shall be due and payable immediately and once paid will be held by the Escrow
Agent pending the closing of the purchase of the Initial Takedown Parcel. The First Earnest
Money Deposit shall be held in an interest bearing money market-type account by Escrow
Agent. Interest on the First Earnest Money Deposit shall be held for the benefit of whichever
party is entitled to the First Earnest Money Deposit at the Initial Takedown Parcel closing or
other termination of this Agreement. The First Earnest Money Deposit shall be applicable to the
Purchase Price of the Initial Takedown Parcel.
3.2.2 Second Earnest Money Deposit. An additional Two Hundred Thousand
Dollars ($200,000) in cash shall be delivered to escrow prior to the first to occur of(a) June 30,
2004 or (b) the Initial Takedown Parcel closing date ("Second Earnest Money Deposit") and
shall be held in an interest bearing money market type account by Escrow Agent. The Second
Earnest Money Deposit shall be refundable only upon a default under this Agreement by City or
as referenced in Section 17. The Second Earnest Money Deposit will be applied on a pro rata
basis against each Remainder Property Purchase Parcel, as described in Section 2.5 above. Any
reference to "Earnest Money" shall refer to both the First and Second Earnest Money Deposits.
3.2.3 Developer Feasibility Period.
3.2.3.1 Initial Takedown Parcel. Developer shall have until April 15, 2004
("Developer Feasibility Period") in which to determine the suitability of the Initial Takedown
Parcel for Developer's intended purpose. Developer shall deliver written notice to City and
Escrow Agent prior to the expiration of the Developer Feasibility Period, that it has either (a)
elected to terminate this Agreement, and if so terminated Escrow Agent shall return the First
Earnest Money Deposit to Developer, this Agreement shall terminate, all work product prepared
by or on behalf of Developer for development of the Kent Station Project (which product is not
proprietary and which product is in Developer's possession) shall immediately and without
payment of additional consideration, be assigned to City and neither party hereto shall have any
further rights or obligations under this Agreement, or (b) Developer has elected to proceed with
the purchase of the Initial Takedown Parcel, in which event the First Earnest Money Deposit
shall be immediately converted to cash and shall be nonrefundable to Developer except as
otherwise expressly provided in this Agreement. If Developer fails to deliver written notice to
City and Escrow Agent prior to the expiration of the Developer Feasibility Period, Developer
shall be deemed to have approved the Initial Takedown Parcel and to have elected to proceed
with the purchase of the Initial Takedown Parcel. Notwithstanding the foregoing, Developer
shall have the right to extend the Developer Feasibility Period for two (2) thirty (30) day periods
provided that Developer (i) provides written notice of extension to the City prior to the
expiration of the applicable Feasibility Period, and (ii) waives all contingencies except final
approval of the "Government Approvals" (as defined in Section 6.1.4 below) and except
obtaining leasing and/or sale commitments of not less than 75,000 square feet of retail and office
uses as described in Section 7.1.5 below.
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3.2.4 Termination of Agreement for Failure To Pay. If Developer does not
satisfy the First Earnest Money Deposit or Second Earnest Money Deposit requirements and
Developer thereafter fails to cure this default within three (3) days after receipt of written notice
of the failure to deposit the necessary First Earnest Money Deposit or Second Earnest Money
Deposit, or to convert the First Earnest Money Deposit promissory note to cash as required under
Sections 3.2.1 and 3.2.3 above, then City shall have the right to terminate this Agreement
pursuant to Section 2.4 above.
ARTICLE IV: TITLE TO PROPERTY
4.1 Conveyance of Title to Property. Upon each closing, City shall execute and
deliver to Developer a bargain and sale deed ("Deed") in the form attached hereto as Exhibit C
conveying fee title to the applicable Parcel, subject to the Permitted Exceptions determined in
accordance with Section 4.3.
4.2 Title Insurance. On the closing date for each Parcel, City shall cause Chicago
Title Insurance Company (the "Title Company") to issue to Developer an Extended Coverage
Owner's Policy of Title Insurance (1970 Form B with 1984 modifications) (the "Takedown
Parcel Title Policy"), with liability in the amount of the Initial or Remainder Parcel Purchase
Pnce, as applicable, insuring good and marketable fee simple title in Developer to the Parcel
being acquired against any loss or damage by reason of defects in City's title to the Parcel being
acquired, other than the Permitted Exceptions determined in accordance with this Article IV.
Developer may, at its sole cost and expense, request endorsements to the Parcel Title Policy, but
the availability of such endorsements shall not be a condition precedent to closing.
4.3 Title Review. The Title Company shall provide City and Developer with a
preliminary commitment for the entire Property within ten (10) days after full execution of this
Agreement ("Title Commitment"), together with complete copies of any exceptions identified in
Schedule B thereof. The Title Company shall also issue an updated Preliminary Commitment
for the Remainder Property Purchase Parcel within fifteen (15) days after Developer delivers a
the Remainder Property Purchase Parcel Purchase Notice. Developer shall conduct its review of
each Title Commitment in accordance with the following procedures:
4.3.1 Developer's Notice. Developer shall have thirty (30) days from the date
of receipt of the Title Commitment for the Initial Takedown Parcel (which shows exceptions for
the entire Property) to notify City of its approval or disapproval of each exception in Schedule B
of the Title Commitment. Failure to deliver such notice by that date shall constitute Developer's
approval of all exceptions in Schedule B. Developer shall have thirty (30) days from the date of
receipt of the Title Commitment for each Remainder Property Purchase Parcel (which shows
exceptions for the Remainder Property Purchase Parcel) to notify City of its approval or
disapproval of each new exception in Schedule B of the Title Commitment from the exceptions
shown in the Title Commitment for the Initial Takedown Parcel. Failure to deliver such notice
by that date shall constitute Developer's approval of all exceptions in Schedule B. Developer
shall not be entitled to disapprove the general exceptions or any exceptions created by or on the
account of Developer. Covenants, conditions, restrictions, reservations, rights-of-way and
easements presently of record or which were previously approved by or deemed approved by
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Developer with respect to either the Initial or Remainder Property Purchase Parcel(s), as
applicable, the covenants described in Sections 5.2 and 11.1.9.3 and non-delinquent real estate
taxes and special assessments and local improvement district assessments hereinafter levied
against the Property shall be deemed Permitted Exceptions and shall not be objected to by
Developer; provided, however, that City will instruct its appraiser(s) to consult with Developer
in establishing the preliminary assessment for the Property with respect to any future local
improvement district, and further provided that Developer shall have the same rights as any other
contract vendee of property to object to the amount of any special assessment or local
improvement district assessment and the City shall not challenge Developer's standing to raise
such objections. Notwithstanding any other provision of this Agreement, City shall not record
any mortgage or deed of trust against the Property which would not be released of record as of an
applicable closing date without approval of Developer. Exceptions deemed approved pursuant to
this Section 4.3.1 or not disapproved by Developer within the time period set forth above shall be
"Permitted Exceptions."
4.3.2 City's Notice. City shall have ten (10) days after receipt of Developer's
notification in which to notify Developer whether or not it elects to cure or remove any of the
disapproved exceptions of which City receives timely notice pursuant to Section 4.3.1. City's
failure to so notify Developer shall constitute City's election to not remove all such exceptions.
City shall remove all exceptions it elects to remove on or before the applicable closing date.
4.3.3 Developer's Election. If City does not elect to remove all exceptions
disapproved by Developer, Developer may, on or before the date by which the Purchase Notice
is due for the Initial Takedown Parcel, elect to terminate this Agreement by written notice to
City, in which event this Agreement shall automatically terminate, Developer shall receive a
refund of any Earnest Money previously paid in cash pursuant to Article III above and neither
party hereto shall have any further rights or obligations to the other under this Agreement. If
Developer does not so elect to terminate this Agreement, disapproved exceptions that City has
not elected to remove shall become Permitted Exceptions for the Initial Takedown Parcel and the
Remainder Property Purchase Parcel .
4.3.4 New Exceptions. The notice and response procedures of this Section 4.3
shall be repeated for any title exceptions of which Developer is first notified by the Title
Company after the Permitted Exceptions for the Initial Takedown Parcel have been set pursuant
to Sections 4.3.1 —4.3.3 above, except that if the time period for delivery of any notice extends
beyond the Remainder Property Purchase Parcel closing date, such notice and all subsequent
notices shall be delivered on or before the applicable Remainder Property Purchase Parcel
closing date. In addition, the Developer shall have five (5) days from receipt of City's response
to Developer's disapproval of any new title exceptions to elect to take title subject to any new
objected-to exceptions which City refuses to remove, or to terminate this Agreement by written
notice to City in which event this Agreement shall automatically terminate. Developer shall
receive a refund of any Earnest Money previously paid in cash pursuant to Article III above and
not applied to the Initial Takedown Parcel or a Remainder Property Purchase Parcel closings,
and neither party shall have any further rights or obligations to the other under this Agreement.
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4.3.5 Title Not Insurable. If title is not insurable at the applicable Parcel closing
subject only to the Permitted Exceptions determined in accordance with this Agreement,
Developer may elect to proceed with the applicable Parcel closing despite such noninsurability
thereby accepting any such matters as Permitted Exceptions or Developer may terminate this
Agreement by written notice to City in which event this Agreement shall automatically
terminate. Developer shall receive a refund of any Earnest Money previously paid in cash
pursuant to Article III above and not yet applied to the Initial Takedown Parcel or a Remainder
Property Purchase Parcel closings and neither party hereto shall have any further rights or
obligations to the other under this Agreement.
4.4 Survey. Developer, at its sole cost and expense, shall cause an ALTA survey of
the Property ("Survey") to be prepared and presented to Developer and City by the date of the
Purchase Notice for the Initial Takedown Parcel. Developer and City shall thereafter have the
same review rights and review time frames regarding the Survey as are set forth in Section 4.3
with respect to the review of title. The Survey shall be updated at Developer's expense within
thirty (30) days after each Purchase Notice. Developer and City shall thereafter have the same
review rights and review time frames regarding the Survey as are set forth in Section 4.3 with
respect to review of title.
ARTICLE V: OPERATION OF THE PROPERTY PENDING CLOSING
5.1 Operations Pending Closing. At all times before the closing of the Initial
Takedown Parcel or the Remainder Property Purchase Parcel(s), as applicable, City shall have
the right to manage, lease and operate the Property as it determines in its reasonable discretion,
and shall have the right to retain all rents or other income paid in connection therewith; provided,
however that (a) City shall not construct any buildings or install any other permanent
improvements on the Property (other than the construction of the City Infrastructure
Improvements) without the prior written consent of Developer, which consent shall not be
unreasonably withheld and/or (b) City shall operate, manage, use or lease the Property in a
manner that is consistent and compatible with the redevelopment, use and operation of that
portion of the Property already purchased for redevelopment as part of the Kent Station Project
pursuant to the Development Agreement and the MPD. Any lease or other rental agreement
shall provide that it may be terminated upon any sale of the applicable Parcel to Developer
pursuant to this Agreement upon thirty (30) days notice without payment of any cancellation or
termination fee.
5.2 Environmental Terms. Environmental investigations of the Property have
revealed four areas where Hazardous Substances believed to have been released on the Property
are or have been present in soil or groundwater over cleanup levels established under
Washington's Model Toxics Control Act, Ch. 70.105D RCW ("MTCA"). In investigating such
releases, site investigators detected Hazardous Substances in excess of MTCA unrestricted
(Method B) soil cleanup levels in two locations, and Hazardous Substances in excess of Method
B groundwater level in two others. Nitrates detected in soils due to releases associated with the
former "southwest settlement pond," as described in the "Borden Chemical Facility Phase II
Report," (URS, Nov. 2000) ("2000 Phase II"), constitute one of the Environmental Concerns.
Total petroleum hydrocarbons, bearing lube oil characteristics, believed to have been released as
KENT STATION PSA -10_
a result of vehicle storage on the southeast portion of the Property constitute another
Environmental Concern. See `BNSF Property Phase II Environmental Site Assessment
Report," (URS, July 2001). The two Environmental Concerns involving groundwater include
the methanol detected in the vicinity of monitoring well ("MW") MW-10, and the nitrates
detected in the vicinity of MW-7, all as described in the 2000 Phase II. Together these past
releases and their respective affected areas are referred to as the Environmental Concerns. The
City shall address the Environmental Concerns (and unused monitoring equipment) as follows:
The City shall remove contaminated soil from two sites on the Property as outlined on the map
annexed hereto as Exhibit D and will backfill the excavations to grade. Upon completion of the
work, the City's environmental consultant will file a report with the Washington State
Department of Ecology ("Ecology") confirming that the contaminated soil has been removed, a
copy of which report will be provided to the Developer. The City will warrant that the soil has
been removed as set forth in the environmental consultant's report and will pay all costs
associated with such removal. In addition, the City will decommission all monitoring wells
presently located on the Property and pay all costs associated therewith, with the exception of
MW-7 and MW-10. The City shall have the right to enter upon such portions of the Property as
necessary to enable the City to sample MW-7 for nitrates and MW-10 for methanol on a
quarterly basis until such times as the levels of nitrate in MW-7 and the levels of methanol in
MW-10 have been below residential clean up levels (MTCA Method B) for four consecutive
quarters, after which point in time the City shall have no further obligations to continue
monitoring at MW-7 or MW-10, and shall have the right, but not the obligation, to
decommission MW-7 and MW-10 at such time. The City will provide a copy of the monitoring
results from MW-7 and MW-10 to the Developer upon request. In the event the location of
either MW-7 or MW-10 would interfere with Developer's anticipated construction of
improvements on the portions of the Property where either MW-7 or MW-10 is located, the City
will, following Developer's purchase of such portion of the Property and upon request by
Developer, relocate the monitoring well in question, at its cost and expense prior to the date
Developer intends to commence construction of such improvement. The City will record a
restrictive covenant against the Property prohibiting the use of groundwater from the Property
for domestic drinking water purposes prior to the Initial Takedown Parcel Closing Date and
Developer agrees that such covenant shall constitute a"Permitted Exception" within the meaning
of Section 4.3.1 of this Agreement. The City will add the Developer, or other purchaser
approved by the City, of all or any portion of the Property, to its environmental liability policy,
as an additional insured, so long as the environmental liability policy remains in full force and
effect, upon Developer or such approved purchaser's closing of a purchase of a portion of the
Property and will use its best efforts to add Developer's lenders, or equity participants to its
environmental liability policy as additional insureds upon such person's acquisition of a security
interest in the Property or ownership interest in Developer, so long as the environmental liability
policy remains in full force and effect; provided, however, City shall not be obligated to incur
any cost or expense, including, but not limited to, the payment of any additional insurance
premium in connection with such request. This obligation is personal to the Developer, a
permitted assignee under Section 17.8.3 below, or the first purchaser of a portion of the Property
and is not an obligation that otherwise runs with the land.
In addition, the City shall defend, indemnify and hold harmless the Developer from any
and all present or future claims asserted in writing against Developer by any third party
KENT STATION PSA -1 1-
(excluding contractual claims), to the extent relating to the Environmental Concerns, and any and
all damages, loss, injury, liability, or costs, including fines,penalties and judgments and awarded
attorneys' fees, incurred as a result of such claims (the "Environmental Indemnity"). The City's
total liability for the Environmental Indemnity, including costs of defense, is limited to
$200,000. The Environmental Indemnity shall terminate with respect to a Parcel acquired by
Developer upon the sooner of: (i) two (2) years after Developer's acquisition of such Parcel; or
(ii) six months after a certificate of occupancy has been issued for buildings located on such lot.
In any event, this Environmental Indemnity shall terminate with respect to a particular
Environmental Concern at such time as the City may obtain a no further action letter from the
Washington State Department of Ecology regarding such Environmental Concern; provided,
however, that the City shall continue to provide the Environmental Indemnity with respect to
claims asserted against Developer before the expiration date (for which notice is promptly given
to the City), subject to the limitation on liability stated above. Developer shall provide the City
written notice of any claims subject to the Environmental Indemnity as soon as practicable, but
in any case not later than fourteen days after receiving a claim.
Except as set forth above with respect to the Environmental Concerns, the City has no
obligation to perform any additional environmental remediation work on the Property or
indemnify the Developer for environmental matters. The completion of the soil removal outlined
above is a condition precedent to Developer's obligation to close the Initial Takedown Parcel;
provided, however, the Developer or any other purchaser approved by the City will purchase the
Property (including the Initial Takedown Parcel) on an "AS IS" basis and will release City from
any liability for the presence of Hazardous Substances on the Property upon closing, which
release will be set forth in the deed to the portion of Property so purchased.
5.3 Wetlands. The Kent Station Planned Action Supplemental Environmental Impact
Statement, including the draft supplemental environmental impact statement dated April 23,
2002 and the final supplemental environmental impact statement dated July 8, 2002 (collectively,
"SEIS") identified three isolated, degraded low quality on-site wetlands on the Property,
consisting of a 1344 square foot category 2 wetland, a 206 square foot category 3 wetland and a
17,278 square foot category 2 wetland (City of Kent wetland classification). City obtained
administrative approval from Ecology January 21, 2003 to its wetland mitigation plan for all 3
wetlands. City shall be responsible for mitigation, in the form of off-site compensation, for
replacement and enhancement of the wetlands identified above. City shall indemnify and hold
Developer harmless from any cost associated with such off-site mitigation measures.
5.4 Condition of Title. City agrees from and after the date hereof until the closing on
the Initial Takedown Parcel or Remainder Property Purchase Parcel(s), as applicable, or the
termination of this Agreement that it will not encumber the Property with any mortgage or deed
of trust that will not be paid off or reconvened prior to closing of the Initial Takedown Parcel or
the Remainder Property Purchase Parcel(s), as applicable; provided, however, that nothing
contained herein shall preclude the City from consenting to the formation of a local improvement
district in connection with the construction of any roadway, infrastructure or other mitigation
measures that were identified in the PAO, the Mitigation Document annexed thereto or the SEIS
or that are required to be constructed pursuant to the Development Agreement or the MPD. In
the event City forms or consents to the formation of local improvement districts that include any
KENT STATION PSA -12-
portion of the Property covered by this Agreement, Developer shall have the same rights as any
other contract vendee of property to object to the amount of any special assessment or local
improvement district assessment, and the City shall not challenge Developer's standing to raise
any such objections.
ARTICLE VI: DEVELOPER'S CONDITIONS TO CLOSING
6.1 Initial Takedown Parcel. In addition to the conditions provided in other
provisions of this Agreement, Developer's obligation to purchase the Initial Takedown Parcel is
subject to the fulfillment prior to the Initial Takedown Parcel closing of each of the following
conditions, each of which is for the benefit of Developer and any or all of which may be waived
by Developer in writing at its option. The following conditions contained in this Section 6.1 are
solely for the benefit of Developer. If any of the foregoing conditions are not satisfied,
Developer shall have the right, at its sole election, to waive the condition and proceed with the
purchase of the Initial Takedown Parcel or terminate this Agreement by written notice to City
whereupon this Agreement shall automatically terminate, Developer shall receive a refund of the
Earnest Money previously paid in cash pursuant to Article III above and neither party hereto
shall have any further rights or obligations to the other under this Agreement. Developer's
conditions to the Initial Takedown Parcel closing are:
6.1.1 Correctness of Representations and Warranties. The representations and
warranties of City set forth in this Agreement shall be true and correct on and as of the closing
date with the same force and effect as if such representations and warranties had been made on
and as of the closing date. City, by having closed the sale of the Initial Takedown Parcel, shall
be deemed to have certified at closing that all such representations and warranties were true and
correct on and as of the closing date.
6.1.2 Compliance by City. City shall have performed, observed, and complied
with all of the covenants, agreements, obligations and conditions required by this Agreement to
be performed, observed and complied with by it prior to or as of the Initial Takedown Parcel
closing date.
6.1.3 Title Policy. Issuance of the Title Policy in accordance with Section 4.2.
6.1.4 Government Approvals Obtained. The "MPD" (defined as the master
planned development and subdivision approved by the City), the proposed Development Plan as
determined to satisfy the MPD, and the Development Agreement for the Kent Station Project
have been mutually approved by City and Developer, and all appeal periods related to those
approvals have expired without an appeal having been filed, or, if an appeal has been filed, such
appeal has been resolved. The approved MPD, proposed Development Plan and Development
Agreement are hereinafter referred to collectively as the "Government Approvals."
6.1.5 Grading Permit. The City shall have issued a grading permit for the Initial
Takedown Parcel.
6.1.6 City Improvements. The City will have designed and commenced
construction of the City Infrastructure Improvements to mitigate traffic congestion and improve
KENT STATION PSA
-13-
vehicular and pedestrian access and circulation within its downtown core consisting of the
extension of 2° Avenue and improvements to 0 and 0 Avenues (as further described in Exhibit
B), which public infrastructure improvements will be owned exclusively by the City. Developer
acknowledges, understands and agrees that the City Infrastructure Improvements will be
constructed in phases as set forth in Exhibit B and that City shall not be in breach of this
condition so long as it is constructing the City Infrastructure Improvements in accordance with
the schedule set forth in Exhibit B.
6.1.7 Condition of the Initial Takedown Parcel. City shall be in a position to
deliver possession of the Initial Takedown Parcel at closing vacant and free of debris and trash,
not subject to the occupancy and/or possession by any tenant, and not subject to any lease or
rental agreement.
6.1.8 Environmental Work Completed, The City has completed the
environmental work described in Section 5.2 above that relates to the Initial Takedown Parcel.
6.1.9 Lis Pendens or Litigation. No lis pendens shall have been recorded against
the Property or litigation filed regarding this Agreement or the Property which would preclude
the City from conveying clear title to the Initial Takedown Parcel (subject to the terms of Section
17.11).
6.1.10 Development Ageement. The Development Agreement has been
executed by City and Developer and recorded.
6.1.11 CC&Rs. City has approved Developer's proposed covenants, conditions
and restrictions for the Initial Takedown Parcel ("CC&Rs") which CC&Rs shall set forth certain
covenants, conditions, and restrictions regarding the planning, design, development, use and
operation of the Initial Takedown Parcel to ensure ongoing ownership, leasing, use, operation
and management of the Initial Takedown Parcel consistent with its development as part of a
high-quality mixed-use project that satisfies all of the terms, covenants and conditions of the
MPD and Development Agreement.
6.1.12 Sound Transit Agreement. The Sound Transit Agreement is in full
force and effect.
6.2 _Remainder Property Purchase Parcel Closings. In addition to the conditions
provided in other provisions of this Agreement, Developer's obligation to purchase a Remainder
Property Purchase Parcel is subject to the fulfillment prior to the Remainder Property Purchase
Parcel closings of each of the following conditions, each of which is for the benefit of Developer
and any or all of which may be waived by Developer in writing at its option. The following
conditions contained in this Section 6.2 are solely for the benefit of Developer. If any of the
foregoing conditions are not satisfied, Developer shall have the right, at its sole election, to
waive the condition and proceed with the purchase of the Remainder Property Purchase Parcel
(or portion thereof, as applicable), or to terminate this Agreement by written notice to the City
whereupon this Agreement shall automatically terminate, Developer shall receive a refund of the
unapplied Second Earnest Money Deposit previously paid in cash pursuant to Section 3.2.2
KENT STATION PSA -14-
closing and neither party shall have any further rights or obligations to the other under this
Agreement. Developer's conditions to the Remainder Property Purchase Parcel closings are:
6.2.1 Correctness of Representations and Warranties. The representations and
warranties of City stated in this Agreement shall be true and correct on and as of the Remainder
Property Purchase Parcel closing date with the same force and effect as if such representations
and warranties had been made on and as of the Remainder Property Purchase Parcel closing
date. City,by having closed the sale of the Remainder Property Purchase Parcel, shall be deemed
to have certified at the Remainder Property Purchase Parcel closing date that all such
representations and warranties were true and correct on and as of the Remainder Property
Purchase Parcel closing date.
6.2.2 Compliance by City. City shall have performed, observed, and complied
with all of the covenants, agreements, obligations and conditions required by this Agreement to
be performed, observed and complied with it by such Remainder Property Purchase Parcel
closing date.
6.2.3 Title Policy. Issuance of the Title Policy in accordance with Section 4.2.
6.2.4 Condition of the Property. City shall be in a position to deliver possession
of the Remainder Property Purchase Parcel at closing vacant and free of debris or trash, not
subject to the occupancy and/or possession by any tenant, and not subject to any lease or rental
agreement.
6.2.5 Lis Pendens or Litigation. No lis pendens shall have been recorded against
the Property or litigation filed regarding this Agreement or the Property which would preclude
the City from conveying clear title to the Remainder Property Purchase Parcel (subject to the
terms of Section 17.11).
ARTICLE VII: CITY'S CONDITIONS TO CLOSING
7.1 Initial Takedown Closing. In addition to the conditions provided in other
provisions of this Agreement and the Development Agreement, City's obligation to sell the
Initial Takedown Parcel is subject to the fulfillment prior to Initial Takedown Parcel closing date
of each of the following conditions, each of which is for the benefit of City and any or all of
which may be waived by City in writing at its option. The following conditions contained in this
Section 7.1 are solely for the benefit of City. If any of the foregoing conditions are not satisfied,
City shall have the right, at its sole election, to waive the condition and proceed with the sale of
the Initial Takedown Parcel, or to terminate this Agreement, pursuant to Section 2.4 of this
Agreement. City's conditions to the Initial Takedown Parcel closing are:
7.1.1 Compliance by Developer. Developer shall have performed, observed,
and complied with all of the covenants, agreements, obligations and conditions required by this
Agreement, the MPD, the PAO, the SEIS and the Development Agreement to be performed,
observed and complied with by it prior to or as of the Initial Takedown Parcel closing date.
KENT STATION PSA -15-
7.1.2 Correctness of Representations and Warranties. The representations and
warranties of Developer stated in this Agreement and the Development Agreement shall be true
and correct on and as of the Initial Takedown Parcel closing date with the same force and effect
as if such representations and warranties had been made on and as of the Initial Takedown Parcel
closing date. Developer, by having closed the sale of the Initial Takedown Parcel, shall be
deemed to have certified at the Initial Takedown Parcel closing that all such representations and
warranties were true and correct on and as of the Initial Takedown Parcels closing date.
7.1.3 Development Agreement. The Development Agreement has been
executed by City and Developer and recorded.
7.1.4 Government Approvals Obtained. The Governmental Approvals have
been obtained, and all appeal periods have expired without any appeals having been filed or, If
any appeals were filed, such appeals have been resolved.
7.1.5 Leasins. Developer has provided City with evidence reasonably
acceptable to City of the existence of executed leases and/or executed purchase agreements with
prospective purchasers or developers affiliated with such prospective purchasers who represent
to the City that such purchaser intends to own and occupy their respective improvements on a
portion of the Initial Takedown Parcel (which shall constitute a separate legal lot and otherwise
comply with the requirements of Section 2.1) for total retail and office uses (including Green
River Community College) of not less than a total of seventy-five thousand (75,000) square feet
for the Initial Takedown Parcel.
7.1.6 Financing for Acquisition of Initial Takedown Parcel and Construction of
Initial Takedown Parcel Improvements. If requested by City in writing prior to the expiration of
the Developer Feasibility Period, Developer has provided the City with evidence reasonably
acceptable to City that it has a construction and/or development loan or a commitment from
financially qualified investor(s) to provide equity funding in an amount sufficient to pay all
construction and development costs to construct the buildings and improvements contemplated
to be constructed on the Initial Takedown Parcel pursuant to Section 7.1.5 above.
7.1.7 Minimum Retail Uses. Developer has provided a Development Plan for
the Initial Takedown Parcel including building layouts that meets all code requirements and that
demonstrates that at least 90,000 square feet of ground floor retail space is planned for
development on the Initial Takedown Parcel.
7.1.8 CC&Rs. City has approved the CC&Rs and they have been recorded
against the Property.
7.1.9 No Bankruptcy. Neither Developer nor any of its members or managers
(a)has applied for or consented to the appointment of a receiver, custodian or trustee for it or any
of its property, (b) has become insolvent, (c) has failed generally or admitted in writing its
inability to pay its debts as they become due, (d) has consolidated, liquidated or dissolved, (e)
has filed a petition or action for relief relating to any federal or state bankruptcy, reorganization,
insolvency, moratorium or similar statute, or any other law or laws for the relief of or relating to
KENT STATION PSA -16-
debtors, or (f) has made an assignment for the benefit of its creditors or entered into an
agreement of composition with its creditors, nor (g) has a petition been filed by or against
Developer or any of its members or managers under any federal or state bankruptcy,
reorganization, insolvency, moratorium or similar statute, or any other law or laws for the relief
of or relating to debtors.
7.1.10 Cross Easements. Developer shall have reserved, established and granted
to and for the benefit of itself, future owners and occupants of space in the Property, their
successors and assigns and their respective customers, invitees and employees, non--exclusive
easements through each legal lot within the Property for(a) vehicular and pedestrian ingress and
egress and for passage of motor vehicles including bicycles into, out of, on, over and across all
private streets, roadways, driveways, bicycle paths and sidewalks now or hereafter located on the
Property, including but not limited to 2° Place South, which shall connect with James Street on
the north and Ramsay Way on the south, (b)parking of motor vehicles on all surface parking lots
now or hereafter located on the Property which are developed with office, commercial, or retail
use, (c) installation and maintenance of landscaping, and (d) installation, operation, maintenance
and repair of water and storm water drainage systems or structures, including underground storm
water detention vaults, water mains, sewers, water sprinkler systems, telephone, cable, fiber optic
or electric conduits or systems, gas mains and other public and private utility lines, connections,
hydrants, drains, meters and appurtenances thereto, which easements shall be In form and
substance reasonably acceptable to City and recorded in the King County real property records
prior to closing of the Initial Takedown Parcel. All utility systems, structures, mains, vaults,
conduits, lines and other utility facilities (a) shall be installed and maintained below the ground
level or surface of the Property, (b) shall be located within five (5) feet of the boundary of each
legal lot constituting a part of the Property to the extent feasible, (c) shall not interfere with the
use, occupancy or development of any parcel constituting a portion of the Property, or the
occupancy of any parcel by any owner or occupant thereof, (d) shall not interfere with or
diminish the usefulness, capacity or functionality of such utility services to any burdened
owner's parcel, and (e) shall be constructed by Developer in compliance with all requirements of
law, including, but not limited to, the MPD, the PAO, the SEIS and the Development
Agreement. The burdened property owner shall have the right to relocate and adjust any utility
easement at its sole cost and expense. These easements are reciprocal and there will be no
further consideration paid or reimbursement of costs incurred for such easement rights; provided,
however, that Developer shall be entitled to latecomer agreements to the extent allowed under
the Development Agreement.
7.1.11 Sound Transit Agreement. The Sound Transit Agreement is in full force
and effect. The City will record a deed restriction against the Initial Takedown Parcel providing
for reimbursement by Developer or any subsequent owner of the Initial Takedown Parcel to City
for all of the operation and maintenance costs associated with the Sound Transit parking garage
so long as the Sound Transit parking stalls are provided free to the public as described in Section
17.14 below. If alternate free parking is provided by the City pursuant to Section 17.14 below,
the covenant shall provide that Developer shall pay the operation and maintenance costs for the
substitute free parking and for the Sound Transit Garage but only to the extent either location is
used by the customers of the Initial Takedown Parcel, all as more fully described in Section
17.14 below.
KENT STATION PSA -17-
7.2 Remainder Property Purchase Parcel Closings. In addition to the conditions
provided in other provisions of this Agreement and the Development Agreement, City's
obligation to sell any Remainder Property Purchase Parcel is subject to the fulfillment prior to
each Remainder Property Parcel closing of each of the following conditions, each of which is for
the benefit of City and any or all of which may be waived by City in writing at its option. The
following conditions contained in this Section 7.2 are solely for the benefit of City. If any of the
foregoing conditions are not satisfied, City shall have the right, at its sole election, to waive the
condition and proceed with the sale of the applicable Remainder Property Purchase Parcel, or to
terminate this Agreement pursuant to Section 2.4 of this Agreement. City's conditions to the
Remainder Property Purchase Parcel closings are:
7.2.1 Compliance by Developer. Developer shall have performed, observed,
and complied with all of the covenants, agreements, obligations and conditions required by this
Agreement, the MPD, the PAO, the SEIS and the Development Agreement to be performed,
observed and complied with by it prior to or as of the applicable Remainder Property Purchase
Parcel closing date.
7.2.2 Correctness of Representations and Warranties. The representations and
warranties of Developer stated in this Agreement and the Development Agreement shall be true
and correct on and as of the Remainder Property Purchase Parcel closing date with the same
force and effect as if such representations and warranties had been made on and as of the
Remainder Property Purchase Parcel closing date. Developer, by having closed the sale of the
Remainder Property Purchase Parcel , shall be deemed to have certified at the Remainder
Property Purchase Parcel closing that all such representations and warranties were true and
correct on and as of the Remainder Property Purchase Parcel closing date.
7.2.3 No Default Under Existing Financing. With respect to the Initial
Takedown Parcel, Developer shall represent, or obtain an estoppel certificate from its lender(s)
representing, that there is no default by Developer under the terms of any financing obtained by
it In connection with the acquisition and development of any parcels still owned by Developer,
nor has any event occurred that with the giving of notice, the passage of time, or both, would
give such lender(s) under any such financing the right to declare a default thereunder, or to
accelerate repayment of any indebtedness or to foreclose any mortgage or deed of trust against
any potion of the Property or exercise other remedies with respect to any portion of the Property.
7.2.4 Amendments to CC&Rs. City has approved amendments to the CC&Rs
to include the Remainder Property Purchase Parcel as part of the affected land and such other
amendments as may be reasonably required as a result of the proposed acquisition and
development of the Remainder Property Purchase Parcel, which City approval shall not be
unreasonably withheld or delayed. The CC&R's on the Property and all approved amendments
thereto have been recorded.
7.2.5 Easements. Developer shall have reserved, established and granted to and
for the benefit of itself, future owners and occupants of space in the Property, their successors
and assigns and their respective customers, invitees and employees, non-exclusive easements for
KENT STATION PSA -18-
(a)parking on all surface parking lots located on the Initial Takedown Parcel and any Remainder
Property Purchase Parcel previously acquired by Developer or any permitted transferee, which
Parcels have been developed with office, commercial or retail buildings, (b) installation and
maintenance of landscaping, and (c) installation, operation, maintenance and repair of water and
storm water drainage systems or structures, including underground storm water detention vaults,
water mains, sewers, water sprinkler systems, telephone, cable, fiber optic or electric conduits or
systems, gas mains and other public and private utility lines, connections, hydrants, drains,
meters and appurtenances thereto. Developer shall also amend any previous easements for
vehicular and pedestrian ingress and egress to include private streets, roadways, driveways,
bicycle paths and sidewalks proposed to be constructed on the Remainder Property Purchase
Parcel and grant such other easements as may be reasonably required as a result of the proposed
acquisition and development of the Remainder Property Purchase Parcel, which easements or
amendments thereto shall first be approved by City, which approval shall not be unreasonably
withheld or delayed. All utility systems, structures, mains, vaults, conduits, lines and other
utility facilities (a) shall be installed and maintained below the ground level or surface of the
Property, (b) shall be located within five (5) feet of the boundary of each legal lot constituting a
part of the Property to the extent feasible, (c) shall not interfere with the use, occupancy or
development of any parcel constituting a portion of the Property, or the occupancy of any parcel
by any owner or occupant thereof, (d) shall not interfere with or diminish the usefulness,
capacity or functionality of such utility services to any burdened owner's parcel, and (e) shall be
constructed by Developer in compliance with all requirements of law, including, but not limited
to, the MPD, the PAO, the SEIS and the Development Agreement. The burdened property
owner shall have the right to relocate and adjust any utility easement at its sole cost and expense.
These easements are reciprocal and there will be no further consideration paid or reimbursement
of costs incurred for such easement rights; provided, however, that Developer shall be entitled to
latecomer agreements to the extent allowed under the Development Agreement. Such easements
shall be in form and substance acceptable to City, and shall be recorded in the King County real
property records prior to the issuance of any certificate of occupancy for buildings constructed
on the Initial Takedown Parcel or the Remainder Property Purchase Parcel, as applicable.
7.2.6 No Bankruptcy. Neither Developer nor any of its members or managers
(a)has applied for or consented to the appointment of a receiver,custodian or trustee for it or any
of its property, (b) has become insolvent, (c) has failed generally or admitted in writing its
inability to pay its debts as they become due, (d) has consolidated, liquidated or dissolved, (e)
has filed a petition or action for relief relating to any federal or state bankruptcy, reorganization,
insolvency, moratorium or similar statute, or any other law or laws for the relief of or relating to
debtors, or (f) has made an assignment for the benefit of its creditors or entered into an
agreement of composition with its creditors, nor (g) has a petition been filed by or against
Developer or any of its members or managers under any federal or state bankruptcy,
reorganization, insolvency, moratorium or similar statute, or any other law or laws for the relief
of or relating to debtors.
7.2.7 Minimum Retail Uses. Developer has provided a Development Plan for
the Property to the City substantially in conformance with Exhibits G and G-1 attached hereto,
including building layouts and parking stalls, that meets all code requirements and the MPD and
KENT STATION PSA -19-
that demonstrates that at least 195,000 square feet of ground floor retail space is proposed for the
Property.
7.2.8 Financing for Acquisition of Remainder Property Purchase Parcel and
Construction of Improvements. If requested by City in writing at least sixty (60) days prior to
the Remainder Property Purchase Parcel closing date, Developer has provided the City with
evidence reasonably acceptable to City that it has a construction and/or development loan or a
commitment from financially qualified investor(s) to provide equity funding in an amount
sufficient to pay for the Remainder Property Purchase Parcel.
ARTICLE VIII: CLOSING
Closing shall take place in the offices of Title Company, acting as escrow agent
("Escrow") and shall occur on a date agreed to by City and Developer on or before the dates set
forth in Article II above. Developer and City shall place into Escrow all instruments, documents
and moneys necessary to complete each sale in accordance with this Agreement.
8.1 Delivery to Escrow. On or before each closing date, the following documents and
moneys shall be delivered to Escrow:
8.1.1 By Cit . Original documents and agreements, duly executed and
acknowledged by City which shall include the following, without limitation:
(a) the Bargain and Sale Deed;
(b) a real estate excise tax affidavit;
(c) FIRPTA Affidavit;
(d) cross access, parking, landscaping and utility easements as may be
required in connection with the Developer's acquisition of the Initial Takedown Parcel
and/or other easements required in connection with the acquisition of any Remainder
Property Purchase Parcel , as applicable;
(e) any and all such other documents as may be required by the Title
Company and as are consistent with the provisions of this Agreement; and
(f) City's share of closing costs.
8.1.2 By Developer. Original documents and agreements, duly executed and
acknowledged by Developer, which shall include the following, without limitation:
(a) a real estate excise tax affidavit;
(b) the applicable Purchase Price and Developer's share of closing
costs;
KENT STATION PSA -20-
(c) CC&Rs required in connection with the acquisition of the Initial
Takedown Parcel and/or amendments to the CC&Rs in connection with the acquisition of
any Remainder Property Purchase Parcel, as applicable;
(d) cross access,parking, landscaping and utility easements required in
connection with the acquisition of the Initial Takedown Parcel and/or other easements
required in connection with the acquisition of any Remainder Property Purchase Parcel,
as applicable; and
(e) any and all other documents and agreements as may be required by
the Title Company and as are consistent with the terms of this Agreement.
8.2 City's Closing Costs. In connection with each closing, City shall pay the cost of
the Title Policy with liability in an amount equal to the Purchase Price for the Parcel being
purchased to the extent of the premium for standard owner's coverage, the real estate excise
taxes, one-half of the escrow fees, and City's own attorneys' fees.
8.3 Developer's Closing Costs. In connection with each closing, Developer shall pay
the cost of the Title Policy to the extent in excess of the premium for standard owner's coverage
together with all endorsements to the Title Policy for the Parcel being purchased as requested by
Developer, one-half the escrow fees, all recording fees, all of the Survey costs, all costs
associated with Developer's financing including title premiums and recording costs and
Developer's own attorneys' fees. Developer shall also pay the costs associated with any
amendments to existing easements and CC&Rs.
8.4 Prorations. At closing, all current non-delinquent taxes, assessments and utilities
shall be prorated as of 12:01 AM on the applicable closing date,based upon a 365-day year.
ARTICLE IX: POSSESSION
Developer shall be entitled to possession of the applicable Parcel on closing, free and
clear of all liens, encumbrances and exceptions other than the Permitted Exceptions, and any
liens, encumbrances or other exceptions arising through the actions of Developer or its agents,
employees or consultants. City shall deliver the applicable Parcel free of any improvements and
free of waste, rubbish, or debris.
ARTICLE X: REPRESENTATIONS AND WARRANTIES OF CITY
10.1 Revresentations and Warranties of Citv. City hereby represents and warrants, as
of the Effective Date and as of each closing date, that:
10.1.1 Organization. City is a municipal corporation, duly organized and validly
existing and in good standing under the laws of the State of Washington.
KENT STATION PSA -21-
10.1.2 Authori1y. Pursuant to City Council Resolution No. l io b`t' adopted
JA"K1061g-t '7-0 , 2004, the City Council authorized its Mayor to execute and deliver
this Agreement on behalf of City.
10.1.3 Litigation. There is no litigation pending or, to City's knowledge,
threatened in writing, against City before any court or administrative agency which might result
in City being unable to consummate the sale of all or any portion of the Property pursuant to this
Agreement.
10.2 Survival and Indemnification. All of the representations and warranties of City
contained in this Article X shall survive the applicable closing dates for a period of two (2)years.
ARTICLE XI: REPRESENTATIONS AND WARRANTIES OF DEVELOPER
11.1 Representations and Warranties of Developer. Developer hereby represents and
warrants, as of the Effective Date and as of each closing date, that:
11.1.1 Organization. Developer is a limited liability company, duly organized
and validly existing and in good standing under the laws of the state of Washington and is duly
qualified to enter into and perform its obligations under this Agreement.
11.1.2 Authori . Developer has full right, title, authority and capacity to execute
and perform this Agreement and to consummate all of the transactions contemplated herein, and
the individual(s) who on Developer's behalf execute and deliver this Agreement and all
documents to be delivered to City hereunder are and shall be duly authorized to do so.
11.1.3 Consents or Approvals. No consent, approval, permission or authorization
of any person with an ownership interest in Developer, or any of its managers or members or
with a lien on any asset of Developer, its managers or members or holders of any indebtedness of
Developer or any of its mangers, or members is necessary in connection with the execution,
delivery and performance of this Agreement and the Development Agreement except as may
have already been obtained by Developer, its managers or members and copies delivered to City.
11.1.4 No Violation. The execution, delivery or performance of this Agreement
and the Development Agreement and the consummation of the transactions contemplated herein
and therein and compliance with the terms and provisions hereof or thereof to be performed by
Developer does not conflict with or result in a breach of any of the terms, conditions, or
provisions of the certificates of formation or operating agreements of Developer or any of its
members or of any requirement of law or constitute a default hereunder or thereunder.
11.1.5 Litigation. There is no pending or threatened (m writing) litigation, tax
claim, action or other proceeding or dispute of any nature whatsoever affecting Developer or any
member or manager of Developer before any federal or state court, department, commission,
board, bureau, public authority, arbitrator or government regulator which could have a material
adverse effect on the ability of Developer or any of its members or managers to cant' out its
obligations under this Agreement or the Development Agreement.
KENT STATION PSA -22-
11.1.6 Fmancine. As to the Initial Takedown Parcel only, Developer has
obtained as of the closing date either a loan commitment from a financial institution to provide
Developer with a construction and/or development loan or a commitment from financially
qualified investor(s) to provide equity funding, in an amount sufficient to construct the buildings
and other improvements described in Sections 7.1.5 and 7.1.7.
11.1.7 Nondiscrimination.
11.1.7.1 Nondiscrimination in Employment. Developer shall not
discriminate on the basis of race, color, sex, religion, national origin, creed, marital status, age or
the presence of any sensory, mental or physical handicap in employment or application for
employment. Developer shall comply fully with all applicable federal, state and local laws,
ordinances, executive orders and regulations which prohibit discrimination. These laws include,
but are not limited to, Chapter 49.60 of the Revised Code of Washington, and Titles VI and VII
of the Civil Rights Act of 1964.
11.1.7.2 Nondiscrimination in Leasing and Use of the Property.
Developer will not and shall incorporate provisions into its leases with tenants which state that
such persons shall not discriminate against or segregate any person or group of persons, on the
basis of race, color, creed, religion, political ideology, age (except legitimate minimum age and
retirement provisions), sex, marital status, sexual orientation, national origin, veteran status or
the presence of any sensory, mental or physical handicap in the sale, lease, sublease, transfer,
use, occupancy, tenure or enjoyment of all or any portion of the Property.
11.1.8 No Land Speculation. Developer represents and agrees that the Property
will be used for the purpose of timely redevelopment as set forth in the Development Agreement
and not held by Developer for speculation in landholding. For purposes of this Agreement,
"Land Speculation" is defined as Developer acquiring a parcel and Developer not commencing
construction within twelve (12) months for the Initial Takedown Parcel or according to the
schedule in Section 17.8.6 for the Remainder Property Purchase Parcel(s), as applicable, which
failure to commence construction is not due to an act of Force Majeure. Force Majeure shall
mean strikes, riots and judicial actions by federal or state governmental agencies that enjoin
construction on the Property, acts of God, war or acts of terrorism. Developer understands and
agrees that City would not have entered into this Agreement but for this representation and that
the following factors and the qualification and expertise and experience of Developer and its
members in the development of real property are of particular concern to the community and the
City:
(a) The importance of the redevelopment of the Property to the general
welfare of the community;
(b) The adoption by the City of the Planned Action Ordinance and the
SEIS for the Kent Station Project;
KENT STATION PSA -23-
(c) The fact that the each Parcel of the Property is not to be acquired
or used for Land Speculation, but only for development in accordance with this Agreement and
the Development Agreement;
(d) The reliance by the City upon the unique qualifications and ability
of the Developer to serve as the catalyst for development for the Property; and
(e) The fact that there will be no change in ownership or control of the
Developer or any member or any manager therein, nor any transfer of all or any portion of the
Property by Developer except as provided in section 17.8 of this Agreement, without the prior
written consent of City, which consent may be withheld by City in its sole and absolute
discretion.
11.1.9 Job Creation, Monitoring and Documentation.
11.1.9.1 Community Development Block Grant Requirements.
Developer acknowledges that City acquired a part of the Property with proceeds of a United
States Department of Housing and Urban Development Community Development Block Grant
(CDBG) float loan from King County ("Lender") which requires that the City, any private
developer, such as Developer who acquires all or any portion of the Property and all subsequent
owners of the Property comply with the following CDBG regulations for job creation and
retention: (1) at least 51% of the permanent full-time equivalent jobs created by the
development of the Kent Station Project shall be held by persons from low and moderate income
households, defined by HUD as households with annual incomes less than 80% of the area
median, and (2) a minimum of 258 total permanent full-time equivalent jobs be created on or
before June 13, 2014.
11.1.9.2 Job Creation Summary Form. City, Developer and any
subsequent owners of all or any portion of the Property shall provide letters to tenants requesting
each tenant to provide documentation regarding the specific job titles and number of permanent
full-time equivalent jobs to be created and the household size and annual household income of
persons subsequently hired for those jobs. The information shall be provided in a format
approved by Lender. King County Job Creation Summary Form and King County Employee
Verification Form, copies of which are attached hereto as Exhibits E and F, respectively, and by
this reference incorporated herein are the currently acceptable formats. City, Developer and any
subsequent owners of all or any portion of the Property shall use HUD income guidelines in
effect at the time of hiring, which income guidelines shall be obtained from Lender. Developer
shall not be in default under this Agreement if Developer has provided such letters to its tenants
requesting such documentation and has provided tenants with the applicable King County forms
together with a postage prepaid envelope addressed to City.
11.1.9.3 Covenant Running with the Land. The requirements set
forth in Sections 11.1.9.1 and 11.1.9.2 above shall constitute a covenant running with the land
which affects the Property and shall be set forth in a covenant in favor of Lender, which
covenant shall be in form and substance satisfactory to Lender. Such covenant shall be recorded
in the real property records of King County, Washington upon execution of this Agreement.
KENT STATION PSA -24-
Such covenant shall terminate, with the prior written consent of Lender, upon completion of the
Kent Station Project on the Property as defined in the Loan Agreement between City and Lender.
11.1.9.4 Specific Performance of Covenant. Developer
acknowledges that City will be irrevocably damaged in the event of a breach of the covenant
described in Section 11.1.9.3 and agrees that City shall be entitled to pursue all rights and
remedies at law and in equity under this Agreement, including, without limitation, specific
performance of the obligations of Developer under the covenant and City shall have the right to
contact Developer's tenants and the employees of Developer's tenants directly to obtain the
necessary information and documentation.
11.2 Survival. All of the representations and warranties of Developer contained in this
Article XI shall survive each applicable closing date for a term of two (2) years (with the
exception of the representations set forth in Sections 11.1.7 and 11.1.9).
ARTICLE XII: ENVIRONMENTAL CONDITION OF PROPERTY
Developer has been allowed to make an inspection of the Property and has knowledge as
to the past use of the Property and is aware of the condition of the Property. DEVELOPER
ACKNOWLEDGES THAT, SUBJECT TO THE TERMS OF SECTION 5.2 ABOVE,
DEVELOPER IS PURCHASING THE PROPERTY ON AN "AS IS WITH ALL
FAULTS" BASIS WITH ANY AND ALL PATENT AND LATENT DEFECTS.
INCLUDING THOSE RELATING TO THE ENVIRONMENTAL CONDITION OF THE
PROPERTY, AND THAT DEVELOPER IS NOT RELYING ON ANY
REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED OF ANY KIND
WHATSOEVER FROM CITY AS TO ANY MATTERS CONCERNING THE
PROPERTY, including the physical condition of the Property and any defects thereof, the
presence of any Hazardous Substances,wastes or contaminants, in, on, about,within or under the
Property or any subsurface strata or groundwater, the condition or existence of any of the above
ground or underground structures or improvements in, on or under the Property, the condition of
title to the Property and the easements or other agreements affecting the Property. Developer is
aware of the risk that Hazardous Substances and contaminants may be present on the Property
and indemnifies, holds harmless and hereby waives, releases and discharges forever City from
any and all present or future claims or demands, and any and all damages, loss, injury, liability,
claims or costs, including fines, penalties and judgments and attorneys' fees arising from or in
any way related to the condition of the Property or the alleged presence, use, storage, generation,
manufacture, transportation, release, leak, spill, disposal or other handling of any Hazardous
Substances or contaminants in, on, about, within or under the Property or any subsurface strata or
groundwater, subject, however to the City's obligations under Section 5.2 above. Losses shall
include without limitation (a) the cost of any investigation, removal, remedial or other response
action that is required by any Environmental Law, that is required by judicial order or by order of
or agreement with any governmental authority, or that is necessary or otherwise is reasonable
under the circumstances, (b) capital expenditures necessary to cause the City's remaining
property or the operations of the City on its remaining property to be in compliance with the
requirements of any Environmental Law, (c) losses for injury or death to any person, and (d)
losses arising under any Environmental Law enacted after transfer of the Property from City to
KENT STATION PSA -25-
Developer. The rights of City under this Article XII shall be in addition to and not in lieu of any
other rights or remedies to which it may be entitled under this Agreement, the bargain and sale
deed(s) transferring title to the Property or otherwise. This indemnity specifically includes the
obligations of Developer to remove, close, remediate, reimburse or take other actions requested
or required by any governmental agency covering any Hazardous Substances or contaminants on
the Property; subject, however, to City's obligations under Section 5.2 above.
The term"Environmental Law" means any federal, state or local statute, regulation, code,
rule, ordinance, order,judgment, decree, injunction or common law pertaining in any way to the
protection of human health or the environmental including without limitation, the Resource
Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation
and Liability Act, the Toxic Substance Control Act, the Model Toxics Control Act and any
similar or comparable federal, state or local law.
The term "Hazardous Substance" means any hazardous substance, toxic, radioactive or
infectious substance, material or waste as defined, listed or regulated under any Environmental
Law, and includes,without limitation,petroleum oil and any of its fractions.
These representations, releases, warranties and indemnities, as well as those set forth In
Article V, shall survive each closing.
ARTICLE XIII: NOTICES
Wherever in this Agreement notice is required to be given, such notice shall be in
writing, addressed to the person entitled to such notice, and shall be sent by either (i) personal
service, (ii) recognized overnight express service which customarily maintains a
contemporaneous permanent delivery record, or(iii) fax transmission, to the fax number of such
person as set forth in this Agreement, or such other fax number as is designated in writing from
time to time. The notice shall be deemed delivered on the earlier of(i) the date of actual delivery
by personal service, (ii) the delivery date as shown in the regular business records of the
overnight courier service, or (iii) the date of actual receipt by the recipient, as the case may be.
A copy of each notice shall be sent to:
If to City: CITY OF KENT
220 Fourth Avenue
Kent, WA 98030
Attn: City Clerk
Fax: (253) 856-6725
with a copy to: CITY OF KENT
220 Fourth Avenue
Kent, WA 98030
Attn: City Attorney
Fax: (253) 856-6770
KENT STATION PSA -26-
If to Developer: KENT STATION LLC
c/o Tarragon L.L.C.
Attn: Joseph D. Blattner
1000 Second Avenue, Suite 3200
Seattle, WA 98104
Fax: (206) 233-0260
With a copy to: Jameson Babbitt Stites &Lombard, PLLC
999 Third Ave., Suite 1900
Seattle, WA 98104
Attn: Anne DeVoe Lawler
Fax: (206) 292-1995
ARTICLE XIV: BROKERAGE COMMISSIONS
Each party represents to the other that no brokerage commission, finder's fee, acquisition
fee or like payment arises through such party with regard to the sale of the Property by City to
Developer pursuant to this Agreement. Developer shall be responsible for payment of all
brokerage commissions, finder's fees, acquisition fees or other like payments which arise In
connection with the lease of all or any portion of the Property or any subsequent sale of all or
any portion of the Property by Developer to any person. Each party shall defend and indemnify
the other party and hold the other party harmless from and against any claim, liability, loss or
expense for any brokerage commission, finder's fee, acquisition fee, or like payment asserted
against the indemnified party arising out of any agreement entered into by the indemnifying
party in connection with this Agreement, or otherwise arising through the indemnifying party.
The obligations of the parties under this Article XIV shall survive the applicable closing dates.
ARTICLE XV: DAMAGE OR CONDEMNATION PRIOR TO CLOSING
In the event that prior to any closing date, the Property is destroyed or materially
damaged, or if condemnation proceedings are threatened against a material portion of the
Property, either party shall have the right by giving written notice of such decision to the other
within fifteen (15) business days after receiving written notice from City of such damage,
destruction or condemnation proceedings to terminate this Agreement, in which event this
Agreement shall automatically terminate, all Earnest Money previously paid in cash pursuant to
Article III above and not applied to previous Parcel closings will be returned to Developer, all
work product prepared by or on behalf of Developer for development of the Kent Station Project
shall immediately and without payment of additional consideration be assigned to City, and
neither party shall have any further rights or obligations to the other under this Agreement.
Upon termination of this Agreement Developer will thereafter have no rights to purchase any
remaining portions of the Property. If neither party elects to terminate this Agreement, the
Agreement shall remain in full force and effect, Developer shall accept the Property in its then
condition and state of repair, the applicable Purchase Price shall not be affected thereby and all
proceeds of insurance or condemnation awards payable to City by reason of such damage,
destruction or condemnation, if any, shall be paid or assigned to Developer upon closing. In the
event Developer elects to complete the purchase of the Property, it is expressly agreed that City
KENT STATION PSA -27-
shall have no obligation to repair or restore same. Notwithstanding anything to the contrary set
forth herein, any damage to the Property prior to the applicable closing as a result of Developer's
inspections shall be the responsibility of Developer, and City shall have no obligation to repair it.
ARTICLE XVI: DEFAULT AND REMEDIES
16.1 Developer's Remedies. In the event of a default by City of any of its covenants,
representations, warranties or other agreements set forth in this Agreement, which default is not
cured within ten (10) days after the City's receipt of written notice of default, Developer may
elect (i)nevertheless to proceed with the purchase of the applicable Parcel, and to pursue specific
performance of this Agreement, or (ii) to terminate this Agreement by written notice to City
delivered prior to the applicable closing date in which event this Agreement shall automatically
terminate, Developer shall recover as its sole and exclusive remedy all Earnest Money paid in
cash pursuant to Article III above which have not previously been applied to previous Parcel
closings as agreed upon liquidated damages, and the Developer waives any other rights or
remedies available to it at law or equity. The parties agree that the damages that would be
incurred by Developer in such event would be difficult or impossible to determine with precision
and that the amount of the cash Earnest Money is reasonable in light of such difficulty or
impossibility and the nature of the Property. Upon such termination and payment of the
unapplied cash Earnest Money the parties shall have no further rights and obligations to the other
under this Agreement.
16.2 Citv's Remedies. Notwithstanding anything herein to the contrary, in the event of
a default by Developer under this Agreement or the Development Agreement, which default is
not cured within ten (10) days after Developer's receipt of written notice of such default, City
shall be entitled to terminate this Agreement by written notice to Developer, whereupon all
Earnest Money previously paid in cash pursuant to Article III above, and not applied to previous
Parcel closings will be forfeited to City and all work product prepared by or on behalf of
Developer for development of the Kent Station Project (which product is not proprietary and
which product is in Developer's possession) shall immediately and without payment of
additional consideration, be assigned to City and neither party shall have any further rights or
obligations to the other under this Agreement. If the City elects to terminate the Agreement the
parties agree that the damages that would be incurred by the City in the event of Developer's
default would be difficult or impossible to determine with precision and that the amount of the
cash Earnest Money is reasonable in light of such difficulty or impossibility. Alternatively, the
City may pursue specific performance of the obligations of Developer under Sections 2.2, 5.2,
11.1.7 and 11.1.9 of this Agreement. Upon termination of this Agreement, Developer will
thereafter have no rights to purchase any remaining portions of the Property.
ARTICLE XVII: MISCELLANEOUS
17.1 Attorneys' Fees. Each party will be responsible for payment of the legal fees of
its counsel in the event of any litigation, arbitration or other proceeding brought to enforce or
interpret or otherwise arising out of this Agreement.
KENT STATION PSA -28-
17.2 Counterparts; Fax. This Agreement may be executed in one or more identical
counterparts, each of which shall constitute an original and all of which shall constitute but one
original and may be delivered by fax transmission.
17.3 Entire Agreement. This Agreement, the Development Agreement, the MPD, the
PAO and the SEIS and the exhibits attached to any of the foregoing documents constitute the
entire understanding between the parties hereto with respect to the transactions contemplated
herein or therein, and all prior or contemporaneous agreements, understandings, representations
and statements, oral or written, are merged into such agreements.
17.4 Modification. Neither this Agreement nor any provision hereof may be waived,
modified, amended, discharged or terminated except as expressly provided herein or by an
instrument in writing signed by the party against which the enforcement of such waiver,
modification, amendment, discharge or termination is sought.
17.5 Governing Law; Venue. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of Washington, and the parties agree that venue
shall lie exclusively in King County Superior Court. The parties hereto consent to the
jurisdiction of the King County Superior Court and waive the right to file suit elsewhere.
17.6 WAIVER OF JURY TRIAL. CITY AND DEVELOPER HEREBY WAIVE
ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM ARISING OUT OF THIS
AGREEMENT, OR THE DEVELOPMENT AGREEMENT, WHETHER NOW OR
HEREAFTER ARISING AND WHETHER SOUNDING IN CONTRACT, TORT OR
OTHERWISE AND HEREBY CONSENT AND AGREE THAT ANY SUCH CLAIM SHALL
BE DECIDED BY TRIAL WITHOUT A JURY. EITHER PARTY HERETO MAY FILE AN
ORIGINAL COUNTERPART OR COPY OF THIS SECTION WITH ANY COURT AS
WRITTEN EVIDENCE OF THE WAIVER AND AGREEMENT CONTAINED HEREIN.
17.7 Binding. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective permitted successors and assigns.
17.8 Restrictions on Transfers of Interest in Developer or Assignment of this
Agreement.
17.8.1 Personal Services Contract. Developer acknowledges that City is relying
upon the personal knowledge, expertise and experience of the Developer, its member Tarragon
L.L.C., and its respective principals, Joseph Blattner and Michael Corliss, in entering into this
Agreement and the Development Agreement. Developer further acknowledges that its rights
under this Agreement and the Development Agreement may not be sold, transferred, conveyed,
assigned, encumbered or pledged, in whole or in part, voluntarily or involuntarily, or by
operation of law, nor may Developer delegate or assign its duties and obligations under this
Agreement or the Development Agreement except as set forth in this Section 17.8 without the
prior written consent of the City, which consent may be withheld by City in its sole and absolute
discretion.
KENT STATION PSA -29-
17.8.2 Restrictions on the Transfer of Interests in Developer. At all times during
the term of this Agreement, Developer may sell, transfer, convey or assign interests in Developer
and any member in Developer so long as Tarragon L.L.C. or Joseph Blattner and/or Michael
Corliss individually or collectively have at least a twenty percent (20%) ownership interest in
Developer and at least one of Joseph Blattner or Michael Corliss has a material and active
involvement in the ongoing management and development of the Kent Station Project.
17.8.3. Permitted Assignees. Developer shall have the right to assign all or a
portion of the Agreement to single asset limited liability company entities so long as Tarragon
L.L.C. or Joseph Blattner and/or Michael Corliss individually or collectively holds at least a 20%
ownership interest in each such assignee, and at least one of Joseph Blattner or Michael Corliss
has a material and active involvement in the ongoing management and development of the Kent
Station Project. Any such assignee shall be defined to be a"Permitted Assignee".
17.8.4 Limitations on Sale of Property. Except as otherwise set forth in this
Agreement, Developer shall not sell, transfer, convey, or assign, voluntarily, involuntarily, by
operation of law or otherwise: all or any portion of the Property previously acquired by
Developer pursuant to this Agreement, to any person other than a Permitted Assignee pursuant to
Section 17.8.3 above without the prior written consent of City, which consent may be withheld
by City in its sole discretion, until Developer has satisfied the following conditions:
17.8.4.1 Sale of Vacant Land.
(a) Sale of Vacant Land to User/Purchaser. If, prior to June 30,
2007, Developer determines that it wants to dispose of all or part of the Initial Takedown Parcel
or any portion of the Remainder Property Purchase Parcel(s) which Developer has already
purchased to a user/purchaser after Developer has purchased the land from the City (each, a
"Resale Parcel"), which land is "Vacant" (as hereinafter defined), then Developer must provide
written notice to City of its intention to dispose of the Resale Parcel ("Resale Notice").
Developer thereafter may sell a portion of a Vacant Initial Takedown Parcel or any Remainder
Property Purchase Parcel(s) to any user/purchaser (or developer affiliated with such person) if
Developer and such user/purchaser represent to City at the time of closing that such
user/purchaser intends to develop, own and occupy its respective improvements on the Parcel
(which shall constitute a separate legal lot and otherwise comply with the requirements of
Sections 2.1 and 2.2). In such event, and if the closing occurs prior to June 30, 2007, Developer
shall cause to be paid to City out of closing proceeds a sum equal to 50% of the net sales
proceeds. Net sales proceeds are defined to be consideration per square foot received in excess
of the per square foot price paid by Developer to the City for the property sold, less all
reasonable and customary planning, permitting and construction costs actually incurred by
Developer and supported by invoices, in making improvements specific for the Parcel (or portion
thereof, as applicable), and to close such sale (such as brokerage commissions related to the sale,
title issuance, survey costs, excise tax and escrow fees). After June 30, 2007, the Developer
shall have the right to sell to user/purchaser without splitting the proceeds with the City. In any
sale, all user/purchasers shall be bound by the MPD, Development Agreement, the CCR's to be
recorded against the property, and all other covenants herein regarding the development of the
Parcels. For purposes of this Section 17.8, "Vacant Land" refers to legal lots which (i) have not
KENT STATION PSA -30-
l
been developed beyond infrastructure improvements or surface parking and (ii) do not contain
parking that is required by the City code for existing uses in the Kent Station Project.
(b) Sale of Vacant Land to Developer. If the Developer intends to
sell and if the sale of a Vacant Land is to a non-user purchaser(i.e. another developer), and if the
sale is to occur before the later to occur of(i) June 30, 2010 or (ii) the date by which Developer
has Commenced Construction (as defined in Section 2.3) of 200,000 square feet of building
improvements (which square footage must include at least 130,000 square feet of retail building
improvements), then the City shall have the right to repurchase all of the remaining Vacant Land
then owned by Developer at the price per square foot paid by Developer to City for such Vacant
Land plus the allocable cost of any infrastructure improvements already made to the Vacant
Land by Developer (i.e. roads, sidewalks, landscaping and utilities). City shall provide written
notice to Developer within ninety (90) days following receipt of Developer's written notice of
intent to sell property of the City's intent to purchase or not purchase the property. If City
notifies Developer of its intent to purchase, then the sale shall close within 120 days after the
date of the City's notice. If the sale of Vacant Land is to a non-user purchaser, and if the sale is
to occur after the trigger date noted in the preceding sentence but before June 30, 2014, then
Developer shall grant the City a right of first refusal on such offer. The City shall have 30 days
in which to exercise this right of first refusal by written notice to Developer. If the right of first
refusal is exercised, the transaction shall close according to the terms of the offer provided the
closing will be no later than 120 days after the City exercises it's right of first refusal. If the City
does not so timely exercise its right of first refusal or right to repurchase, and if the Developer's
proposed sales transaction thereafter fails to close within twelve (12) months from the earlier of
(i) the date of the City's notice that it does not intend to exercise its right of first refusal or right
of repurchase, as applicable, or(ii)the expiration of the period for the City to exercise its right of
first refusal or right to repurchase,then in such event, the City's right of first refusal and right of
repurchase shall revive. The right of first refusal and right to repurchase shall terminate on June
30, 2014. In any such sale, the non-user purchaser shall be bound by the MPD, Development
Agreement, and all covenants herein regarding the development of the Parcels.
17.8.4.2 Sale of Improved Property. If Developer determines that it
wishes to dispose of all or part of the Initial Takedown Parcel improved with buildings
("Improved Initial Parcel") then it must have certificates of occupancy for at least seventy-five
thousand (75,000) square feet of retail and office uses, including the cinema with respect to the
Improved Initial Parcel and must have completed or be Constructing at least 75,000 square feet
of improvements within the Remainder Property Purchase Parcel(s) at the time of the closing of
the sale of the Improved Initial Parcel.
17.8.5 Right to Purchase. If the Developer has not Commenced Construction on
the Initial or Remainder Property Purchase Parcel(s) according to the schedule in Section 17.8.6
below, then the City shall have the right to purchase from Developer all or any Vacant Land
already purchased by Developer where Construction has not Commenced (the "Repurchase
Parcel") at the per square foot price paid by Developer to City for the Repurchase Parcel plus
the allocable cost of any infrastructure improvements already made to the Repurchase Parcel by
Developer (i.e. roads, sidewalks, landscaping and utilities). City shall provide written notice to
the Developer within ninety (90) days following expiration of the dates in Section 17.8.6 below,
KENT STATION PSA -31-
as they may be extended pursuant to Section 17.8.7 below, of the City's intention to purchase the
Repurchase Parcel and must close on the purchase within one hundred twenty (120) days
following delivery of such notice to Developer or its right to purchase the Repurchase Parcel
terminates.
17.8.6 Development Timetable for Acquisition and Development of Parcels. The
Developer must acquire Parcels and commence construction of at least the following minimum
square footage by the dates set forth below:
Remainder Parcel Development Total Development Total Retail
Purchase Deadlines* Performance Square Footage Development Square
Deadline (cumulative)** Footage
(cumulative)***
June 30, 2004 June 30, 2005 75,000 square feet 0
June 30, 2006 June 30, 2008 150,000 square feet 110,000 square feet
June 30, 2008 June 30, 2010 200,000 square feet 130,000 square feet
June 30, 2010 1 June 30, 2012 250,000 square feet 140,000 square feet
June 30, 2012**** 1 June 30, 2014 300,000 square feet 150,000 square feet
* Remainder Parcel Purchase Deadlines are those dates by which Developer must
purchase sufficient land (as demonstrated by a submission of a Development Plan
in accordance with Section 2.2) to support the construction of the corresponding
Total Development Square Footage required by the corresponding Development
Performance Deadline.
** Total square footage (cumulative) refers to square footage of any and
all types of uses allowed under the MPD, which square footage is either
under construction or has been constructed by applicable date in Column
2.
*** Total retail square footage (cumulative) is that portion of the square
footage in column 4 which must be retail square footage (which includes a
cinema) for which Construction has Commenced or Construction of
buildings has been completed by the applicable date in Column 2.
For example, if by January 1, 2007, Developer has constructed a total of
180,000 square feet, of which 130,000 square feet are retail, then
Developer will have met the overall square footage requirement for and
through June 30, 2008, and the overall retail square footage requirement
for and through June 30, 2010.
****All of the Remainder Property must be purchased by this date.
17.8.7 Extension Fees. The Developer may extend each of the applicable
Development Performance Dates (with the exception of June 30, 2005) in Section 17.8.6 by 12
UNT STATION PSA _32_
months by paying an extension fee equal to $0.375 per square footage for the applicable deadline
(collectively referred to as the "Extension Fees").
17.9 Non-Waiver of Governmental Rights. Nothing contained in this Agreement shall
require the City to take any discretionary action relating to development of improvements to be
constructed on the Property as part of the Kent Station Project, including, but not limited to,
approval of the MPD, zoning and land use decisions, permitting or any other governmental
approvals.
17.10 Survival of Provisions. Except as otherwise expressly provided herein, the
covenants, representations, agreements, terms and provisions contained herein shall survive the
applicable closings and shall not be deemed to have merged with or into the deeds.
17.11 Time.
17.11.1 Time is of the Essence. Time is of the essence of this Agreement
and of each covenant and agreement that is to be performed at a particular time or within a
particular period of time. However, if the final date of any period which is set out in any
provision of this Agreement or the applicable closing date falls on a Saturday, Sunday or legal
holiday under the laws of the United States, or the State of Washington, then the time of such
period or the closing date, as the case may be, shall be extended to the next date which is not a
Saturday, Sunday or legal holiday.
17.11.2 Legal Actions. In the event an injunction is issued by a court of
competent jurisdiction which prevents a party from performing an obligation under this
Agreement, or in the event that a lis pendens is filed against the Property or litigation in filed by
a third party which involves the Property or this Agreement, then in any such event any time
periods set for each parry's performance shall be extended until the date such injunction is
dissolved, any lis pendens is quashed and any such litigation is resolved with all appeal periods
having been exhausted. City shall use reasonable efforts to address and resolve such matters so
that they are not matters of record within five (5) years from the date such matters arise,
provided, however, that City shall not be required to pay money, settle such claim or post a bond.
Developer agrees to cooperate with the City in resolving these matters, provided that the
Developer shall not be required to pay any money.
17.11.3 End of the Tolling Period for Purchase of Initial and/or Remainder
Property Purchase Parcels.
17.11.3.1. Initial Takedown Parcel. Notwithstanding anything to the contrary
set forth herein, if the legal actions referred to in Section 17.11.2 arise or are in place after June
15, 2004, and if Developer has deposited its Earnest Money into escrow, then in such event, the
tolling period for the legal actions shall end at the earlier of the resolution of the legal actions as
described in Section 17.11.2 above or June 30, 2005 (subject to Subsections (a) and(b)below).
(a) If the legal actions are still pending as of June 30, 2005, and if as of
that date the MPD has not been changed substantially and Developer has met the leasing
KENT STATION PSA -33-
requirements in Section 7.1.5 above, then in such event Developer must elect to waive the legal
action as a condition precedent to closing, and close the transaction of the Initial Takedown
Parcel by August 31, 2005, or terminate the agreement in writing no later than July 15, 2005. In
the event of termination by Developer pursuant to this Section 17.11.3.1(a), Developer shall
forfeit the Initial Earnest Money Deposit and any applied portion of the Second Earnest Money
Deposit, but shall be entitled to the return of any unapplied portion of the Second Earnest Money
Deposit.
(b) If, on the other hand, the legal actions are still pending as of June 30,
2005 and Developer either cannot the meet the leasing requirements in Section 7.1.5 above or the
MPD has changed substantially, then in either event Developer must elect to waive the legal
actions as a condition precedent to closing, and close the transaction regarding the Initial
Takedown Parcel by August 31, 2005, or terminate the agreement in writing no later than July
15, 2005. In the event of termination by Developer pursuant to this Section 17.11.3.1(b),
Developer shall be entitled to receive a refund of all of its Earnest Money deposits.
17.11.3.2. Remainder Property Purchase Parcels. Notwithstanding anything
to the contrary set forth herein, if the legal actions referred to in Section 17.11.2 arise or are in
place after the date Developer has given a Remainder Property Purchase Parcel Purchase Notice,
and if Developer has deposited all required Earnest Money into escrow, then in such event, the
tolling period for the legal actions shall end at the earlier of the resolution of the legal actions as
described in Section 17.11.2 above or twelve (12) months after the closing date for the applicable
Remainder Property Purchase Parcel (subject to Subsections (a) and(b)below).
(a) If the legal actions are still pending as of the twelfth (12th) month, and
if as of that date the MPD has not been changed substantially and Developer has met the leasing
requirements in Section 7.1.5 above for the applicable Remainder Property Purchase Parcel, then
in such event Developer must elect to waive the legal action as a condition precedent to closing,
and close the transaction of the Remainder Property Purchase Parcel, or terminate the agreement
in writing no later than the end of the thirteenth (13th) month. In the event of termination by
Developer pursuant to this Section 17.11.3.2(a), Developer shall forfeit the Initial Earnest Money
Deposit and any applied portion of the Second Earnest Money Deposit, but shall be entitled to
the return of any unapplied portion of the Second Earnest Money Deposit.
(b) If, on the other hand, the legal actions are still pending as of the end of
the twelfth (12th) month and Developer either cannot the meet the leasing requirements in
Section 7.1.5 above or the MPD has changed substantially, then in either event Developer must
elect to waive the legal actions as a condition precedent to closing, and close the transaction
regarding the Remainder Property Purchase Parcel, or terminate the agreement in writing no later
by the end of the thirteenth (13th) month. In the event of termination by Developer pursuant to
this Section 17.11.3.2(b), Developer shall be entitled to receive a refund of all of its Earnest
Money deposits.
17.11.4 End of Tolling Period After Purchase of Parcels. If the legal
actions referred in Section 17.11.2 above arise or are In place after Developer has purchased any
KENT STATION PSA -34-
of the Parcels, and if Developer can reasonably demonstrate to the City that such legal actions
are preventing Developer from securing commercially reasonable construction financing, then in
such event, Developer's obligations under Section 17.8 above shall be tolled until the earlier to
occur of the resolutions of the legal actions described in Section 17.11.2 above or thirty (30)
months after the applicable closing date for the respective Parcels.
17.12 Exhibits. The Exhibits hereto are made a part of and incorporated into this
Agreement.
17.13 Further Acts. The parties shall execute and deliver such further instruments and
documents, and take such other further actions, as may be reasonably necessary to carry out the
intent and provisions of this Agreement.
17.14 Sound Transit Parking Fees. If at any time within the cinema lease term
negotiated with the owner, but not to exceed 40 years following the Initial Takedown Parcel
closing date, Sound Transit commences charging for parking within the Sound Transit Parking
Garage, City agrees to provide an equal number of public parking spaces within or adjacent to
the boundaries of the PAO south of James Street (the location of which is subject to Developer's
prior reasonable approval)which shall be available without charge to members of the public after
12 noon so long as the cinema owner, operator or tenant is operating a multiplex theatre in
accordance with the terms of its lease and there is no uncured default under its lease. In addition,
and from the time Sound Transit commences charging for parking and until the date upon which
the City decides to and does make alternate free parking available, the City shall develop a
voucher system whereby the City will have responsibility for all parking fees charged by Sound
Transit to cinema patrons who park in the Sound Transit Parking Garage. The City's
responsibility to provide such additional public parking or vouchers set forth above shall
automatically terminate upon the earlier of: (a) the termination of the cinema tenant lease in
accordance with its terms, whether upon expiration of the term thereof, as a result of a default
thereunder by tenant or otherwise, unless Developer releases the cinema to another cinema
operator within 365 days from the termination of the earlier cinema lease; or (b) the cinema
tenant ceases to operate a multiplex theatre on Initial Takedown Parcel or is not open for
business as a multiplex theatre for a period of more than 365 days (other than by reasons of
Force Majeure). If the City provides alternate free parking pursuant to this Section 17.14, then in
such event, Developer's obligation to pay for the operation and maintenance costs of the Sound
Parking Garage shall cease, and the Developer shall be responsible for paying the operation and
maintenance costs of the alternate free parking location. In addition, if at any time Developer
believes that the operations and maintenance costs charged by Sound Transit for the Sound
Transit Garage are unreasonable, Developer shall so inform the City and the City agrees to make
good faith efforts to pursue the unreasonableness of the charges with Sound Transit to seek a
reimbursement of the unreasonable fees.
17.15 Invalid Provision. If any provision of this Agreement is held to be illegal, invalid
or unenforceable under present or future laws, such provisions shall be fully severable; this
Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision
had never comprised a part of this Agreement; and the remaining provisions of this Agreement
shall remain in full force and effect and shall not be affected by such illegal, invalid or
KENT STATION PSA -35-
unenforceable provision or by its severance from this Agreement, unless rights and obligations of
the parties have been materially altered or abridged by such invalidation or unenforceability. In
the event of material alteration, and not withstanding anything to the contrary set forth herem,
the parties shall have the rights and remedies available to them under law and in equity such that
no party shall end up unjustly enriched.
17.16 No Joint Venture. Nothing contained in this Agreement or the Development
Agreement shall create any partnership, joint venture or other arrangement between City and
Developer other than that of seller and purchaser of land under this Agreement. The parties
intend that the rights, obligations and covenants in this Agreement and the Development
Agreement shall be exclusively enforceable by City and Developer and their successors and
permitted assigns. No term or provision of this Agreement shall be for the benefit of any person,
firm, organization or corporation not a party hereto, and no such other person, firm, organization
or corporation shall have any right or cause of action hereunder, except as may be otherwise
expressly provided herein.
17.17 Fair Construction. In connection with the execution and delivery of this
Agreement, each party has been represented by counsel. Each of the provisions of this
Agreement has been reviewed and negotiated, and represents the combined work product of both
parties hereto. No presumption or other rules of construction which would interpret the
provisions of this Agreement in favor of or against the party preparing the same shall be
applicable in connection with the construction or interpretation of any of the provisions of this
Agreement. The provisions of this Agreement shall be construed as a whole according to their
common meaning and consistent with the other provisions contained herein in order to achieve
the objectives and purposes of this Agreement.
EXECUTED as of the date first above written.
APPROVED AS TO FORM: CITY
CITY ATTORNEY CITY OF KENT, a Washington in,upicipal
, ` `` corpor n `
ByZ'�M& J A�1���/�^ By:
Name: T�& F-W-USAKPI1" Its:
DEVELOPER
KENT STATION LLC, a Washington limited
liability company
By: Tarragon L.L.C.
a Washington Limited Liabili
omp manag _
By: �
Joseph D. Blattner,
Manager
KENT STATION PSA _36_
EXHIBITS
Exhibit A-1 Map of Property
Exhibit A-2 Legal Description
Exhibit A-3 Phase I and II Map
Exhibit B City Infrastructure Improvements
Exhibit C Bargain and Sale Deed
Exhibit D Map of Property—Environmental Work
Exhibit E King County Job Creation Summary Form
Exhibit F King County Employee Verification Form
Exhibit G Development Plan
Exhibit G-1 Details of Development Plan
51097\05276\1�"--�,...T,' `254275-M ADL -37-
1/9/2004
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PARCEL1
THAT PORTION OF PARCEL"A"DESCRIBED IN DEED FROM BORDEN CHEMICAL TO THE CITY
OF KENT UNDER KING COUNTY RECORDING NO.20010209000549;AND TRACT"X"
DESCRIBED IN QUIT CLAIM DEED FROM BORDEN CHEMICAL TO THE CITY OF KENT UNDER
RECORDING NO. 20010209000550; AND OF PARCELS"A", "B", "C", "D",AND"E" DESCRIBED IN
DEED FROM LEO G. BRUTSCHE AND NORMA J. BRUTSCHE TO THE CITY OF KENT UNDER
KING COUNTY RECORDING NUMBER 9905042556;AND OF TEMPERANCE STREET RIGHT OF
WAY IN THE PLAT OF RAMSAYS ADDITION TO THE TOWN OF KENT,AS RECORDED IN
VOLUME 16 OF PLATS, PAGE 89, RECORDS OF KING COUNTY,WASHINGTON; BEING A
PORTION OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 24,
TOWNSHIP 22 NORTH, RANGE 4 EAST,W.M., IN KING COUNTY WASHINGTON, DESCRIBED AS
FOLLOWS:
COMMENCING AT THE NORTHEAST CORNER OF THE NORTHWEST QUARTER OF THE
NORTHEAST QUARTER OF SECTION 24,TOWNSHIP 22 NORTH, RANGE 4 EAST,W M.IN KING
COUNTY, WASHINGTON; THENCE NORTH 88036'27"WEST ALONG THE NORTH LINE OF SAID
SUBDIVISION TO A LINE PARALLEL WITH AND DISTANCE 30 FEET WEST OF,AS MEASURED
PERPENDICULAR TO,THE EAST LINE OF SAID NORTHWEST QUARTER OF THE NORTHEAST
QUARTER, SAID PARALLEL LINE BEING THE NORTHERLY PRODUCTION OF THE WEST LINE
OF FIRST AVENUE NORTH;THENCE SOUTH 01038'30"WEST ALONG SAID WEST LINE A
DISTANCE OF 762.45 FEET TO THE NORTHEAST CORNER OF TRACT"X"AS DESCRIBED IN
QUIT CLAIM DEED FROM BORDEN CHEMICAL TO THE CITY OF KENT UNDER KING COUNTY
RECORDING NO. 20010209000550;
THENCE CONTINUING SOUTH 01038'30"WEST ALONG SAID WEST LINE A DISTANCE OF
133.06 FEET TO THE NORTH MARGIN OF TEMPERANCE STREET IN THE PLAT OF RAMSAYS
ADDITION TO THE TOWN OF KENT, AS RECORDED IN VOLUME 16 OF PLATS, PAGE 89,
RECORDS OF KING COUNTY,WASHINGTON;
EXHISIT
THENCE NORTH 88034'10"WEST ALONG SAID NORTH MARGIN,A DISTANCE OF 32186 FEET
TO INTERSECT THE NORTHERLY PROLONGATION OF THE WEST MARGIN OF SECOND
AVENUE NORTH IN SAID PLAT OF RAMSAYS ADDITION AND THE POINT OF BEGINNING;
THENCE SOUTH 01038'03"WEST ALONG SAID NORTHERLY PROLONGATION AND SAID WEST
MARGIN 353.89 FEET TO A POINT OF CURVE;
THENCE SOUTHWESTERLY ALONG SAID CURVE TO THE RIGHT HAVING A RADIUS OF 20.00
FEET THROUGH A CENTRAL ANGLE OF 8904749"AN ARC DISTANCE OF 31.35 FEET;
THENCE NORTH 88034'10"WEST 9.80 FEET TO INTERSECT THE ARC OF A CURVE TO THE
LEFT IN THE SOUTHERLY LINE OF A 60-FOOT WIDE TRACT OF LAND AS DESCRIBED IN
PARCEL"E"OF DEED UNDER KING COUNTY RECORDING NO. 9905042556, FOR A SPUR
TRACK OVER BLOCK 1 AND BLOCK 2 SAID PLAT OF RAMSAY'S ADDITION, THE CENTER OF
WHICH BEARS SOUTH 59001'48"WEST 353.06 FEET DISTANT,
THENCE NORTHWESTERLY ALONG SAID SOUTHERLY LINE AND CURVE TO THE LEFT
HAVING A RADIUS OF 353.06 FEET, THROUGH A CENTRAL ANGLE OF 51°09'55"AN ARC
DISTANCE OF 315.28 FEET TO THE CENTERLINE OF VACATED THIRD AVENUE NORTH,AS
VACATED BY CITY OF KENT ORDINANCE NO.2779, RECORDED UNDER KING COUNTY
RECORDING NO.8807130681;
THENCE NORTH 01037'42"EAST ALONG SAID CENTERLINE 60.30 FEET TO INTERSECT THE
ARC OF A CURVE TO THE LEFT IN THE NORTHERLY LINE OF SAID 60-FOOT WIDE TRACT,
THE CENTER OF WHICH BEARS SOUTH 06057'21"WEST 413.06 FEET;
THENCE NORTHWESTERLY ALONG SAID NORTHERLY LINE AND CURVE TO THE LEFT
HAVING A RADIUS OF 413.06 FEET THROUGH A CENTRAL ANGLE 5031'31", AN ARC DISTANCE
OF 39.83 FEET TO A POINT OF TANGENCY IN THE SOUTH LINE OF LOT 11, BLOCK 1, SAID
PLAT OF RAMSAYS ADDITION TO THE TOWN OF KENT;
THENCE NORTH 88034'10"WEST ALONG THE SOUTH LINE OF SAID LOT 11 AND WESTERLY
PROLONGATION THEREOF A DISTANCE OF 220.06 FEET TO INTERSECT THE EAST LINE OF
THE WEST 29 FEET OF LOT 2, BLOCK 1, SAID PLAT OF RAMSAYS ADDITION TO THE TOWN
OF KENT;
THENCE NORTH 01°37'15"EAST ALONG SAID EAST LINE A DISTANCE OF 25.00 FEET;
THENCE NORTH 88034'10"WEST A DISTANCE OF 15.00 FEET TO INTERSECT THE EAST LINE
OF THE WEST 14 FEET OF LOT 2, BLOCK 1, SAID PLAT OF RAMSAYS ADDITION TO THE
TOWN OF KENT;SAID EAST LINE BEING 47 FEET EAST OF,AS MEASURED PERPENDICULAR
TO,THE CENTERLINE OF FOURTH AVENUE NORTH;
THENCE NORTH 01037'15"EAST ALONG SAID EAST LINE AND NORTHERLY PROLONGATION
THEREOF A DISTANCE OF 124.94 FEET TO INTERSECT THE NORTH MARGIN OF
TEMPERANCE STREET IN SAID PLAT OF RAMSAYS ADDITION TO THE TOWN OF KENT;
THENCE NORTH 01037'08"PARALLEL WITH THE CENTERLINE OF FOURTH AVENUE NORTH A
DISTANCE OF 303.04 FEET;THENCE NORTH 46037'26" EAST 25.36 FEET;THENCE SOUTH
88°22'52"EAST 278.79 FEET TO A POINT OF CURVE; '
THENCE SOUTHEASTERLY ALONG SAID CURVE TO THE RIGHT HAVING A RADIUS OF 267.00
FEET; THROUGH A CENTRAL ANGLE OF 90000'55",AN ARC DISTANCE OF 419.47 FEET TO A
POINT OF TANGENCY IN THE NORTHERLY PROLONGATION OF THE WEST MARGIN OF
SECOND AVENUE NORTH IN SAID PLAT OF RAMSAYS ADDITION TO THE TOWN OF KENT,
SAID POINT BEING 52.04 FEET NORTH OF THE POINT OF BEGINNING AS MEASURED
ALONG THE NORTHERLY PROLONGATION OF SAID WEST MARGIN;
THENCE SOUTH 01 038'03"WEST ALONG THE NORTHERLY PROLONGATION OF SAID WEST
MARGIN A DISTANCE OF 52.04 FEET TO THE POINT OF BEGINNING.
CONTAINING 285,651 SQUARE FEET MORE OR LESS.
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CITY OF KENT, WASHINGTON
page 1
Triad Standard Prototype Settings
Project : 01225 Fri October 25 16 :03 :34 2002
Parcel Map Check
-------- - ---- ----------------- ------------------------------------------- --
Parcel name : PARCEL-1
North: 143363 . 8148 East : 1653092 . 9906
Line Course: S 01-38-03 W Length: 30 . 00
North: 143333 . 8270 East : 1653092 . 1350
Line Course: S 01-38-03 W Length: 323 . 89
North: 143010 . 0687 East : 1653082 . 8984
Curve Length: 31 .35 Radius: 20 .00
Delta: 89-47-49 Tangent : 19. 93
Chord: 28 .23 Course: S 46-31-56 W
Course In: N 88-21-59 W Course Out : S 01-25-50 W
RP North: 143010 .6389 East : 1653062 . 9065.
End North: 142990 . 6451 East : 1653062 .4072
Line Course: N 88-34-10 W Length: 9. 80
North: 142990 . 8898 East : 1653052 . 6103
Curve Length: 315. 29 Radius : 353 . 06
Delta: 51-09-56 Tangent : 169. 02
Chord: 304. 91 Course: N 56-33-10 W
Course In: S 59-01-48 W Course Out : N 07-51-52 E
RP North: 142809 . 2089 East : 1652749. 8836
End North: 143158 . 9482 East : 1652798 , 1928
Line Course : N 01-37-42 E Length: 60. 30
North: 143219 . 2239 East : 1652799. 9063
Curve Length: 39. 83 Radius: 413 . 06
Delta: 5-31-31 Tangent : 19. 93
Chord: 39. 82 Course: N 85-48-25 W
Course In: S 06-57-21 W Course Out: N 01-25-50 E
RP North: 142809 .2041 East : 1652749. 8830
End North: 143222 . 1353 East : 1652760 . 1951
Line Course : N 88-34-10 W Length: 121 . 14
North: 143225 . 1596 East : 1652639. 0929
Line Course : N 88-34-10 W Length: 98 . 92
North: 143227 . 6292 East : 1652540.2037
Line Course : N 01-37-15 E Length: 25 . 00
North: 143252 . 6192 East : 1652540 . 9108
Line Course : N 88-34-10 W Length: 15 . 00
North: 143252 . 9937 East : 1652525 .9155
Line Course : N 01-37-15 E Length: 94 . 94
North: 143347 . 8957 East : 1652528 . 6009
Line Course : N 01-37-15 E Length: 30 . 00
North: 143377 . 8837 East 1652529.4495
Line Course : N 01-37-08 E Length: 152 . 98
North: 143530 . 8026 East 1652533 .7713
Line Course : N 01-37-08 E Length: 150 . 06
North: 143680 . 8027 East 1652538 . 0107
page 2
b
Triad Standard Prototype Settings
Project : 01225 Fri October 25 16 :03 :34 2002
Parcel Map Check
Line Course : N 46-37-26 E Length: 25 .36
North: 143698 . 2196 East : 1652556 .4439
Line Course: S 88-22-52 E Length: 278 . 79
North: 143690 .3434 East : 1652835 . 1226
Curve Length: 419 .47 Radius: 267. 00
Delta : 90-00-55 Tangent: 267.07
Chord: 377 .65 Course: S 43-22-25 E
Course In: S 01-37-08 W Course Out: S 88-21-57 E
RP North: 143423 .4500 East : 1652827.5796
End North: 143415 . 8358 East : 1653094 .4710
Line Course : S 01-38-03 W Length: 52 . 04
North: 143363 . 8169 East : 1653092 . 9869
Perimeter: 2274 .15 Area: 285, 650 . 97 6 . 56
Mapcheck Closure - (Uses listed courses, radii, and deltas)
Error Closure: 0 . 0042 Course: N 59-18-48 W
Error North: 0 . 00216 East : -0 . 00365
Precision 1 : 541,466 . 67
i
PARCEL2
THAT PORTION OF PARCEL"A","B",AND"C", DESCRIBED IN DEED FROM BORDEN CHEMICAL
TO THE CITY OF KENT UNDER KING COUNTY RECORDING NO. 20010209000549;AND TRACT
"X"DESCRIBED IN QUIT CLAIM DEED FROM BORDEN CHEMICAL TO THE CITY OF KENT
UNDER RECORDING NO.20010209000550;BEING A PORTION OF THE NORTHWEST QUARTER
OF THE NORTHEAST QUARTER OF SECTION 24, TOWNSHIP 22 NORTH, RANGE 4 EAST,W.M.,
IN KING COUNTY WASHINGTON, DESCRIBED AS FOLLOWS:
COMMENCING AT THE NORTHEAST CORNER OF THE NORTHWEST QUARTER OF THE
NORTHEAST QUARTER OF SECTION 24,TOWNSHIP 22 NORTH, RANGE 4 EAST,W.M. IN KING
COUNTY,WASHINGTON;THENCE NORTH 881136'27"WEST ALONG THE NORTH LINE OF SAID
SUBDIVISION TO A LINE PARALLEL WITH AND DISTANCE 30 FEET WEST OF,AS MEASURED
PERPENDICULAR TO,THE EAST LINE OF SAID NORTHWEST QUARTER OF THE NORTHEAST
QUARTER,SAID PARALLEL LINE BEING THE NORTHERLY PRODUCTION OF THE WEST LINE
OF FIRST AVENUE NORTH; THENCE SOUTH 01038'30"WEST ALONG SAID WEST LINE AND
EAST LINE OF SAID PARCELS"A", "B",AND"C"A DISTANCE OF 762.45 FEET TO THE
NORTHEAST CORNER OF TRACT"X"AND A POINT ON THE ARC OF A CURVE TO THE RIGHT,
THE CENTER OF WHICH BEARS NORTH 42048'33"WEST 266.44 FEET;
THENCE SOUTHWESTERLY ALONG SAID CURVE TO THE RIGHT HAVING A RADIUS OF265.44
FEET,THROUGH A CENTRAL ANGLE OF 040392W,AN ARC DISTANCE OF 21.58 FEET TO A
LINE PARALLEL WITH AND DISTANT 16 FEET WEST OF,AS MEASURED PERPENDICULAR TO,
THE WEST LINE OF FIRST AVENUE NORTH AND THE POINT OF BEGINNING;
THENCE SOUTH 01 038'30"WEST ALONG SAID PARALLEL LINE A DISTANCE OF 78.23 FEET TO
A POINT OF CURVE;
THENCE SOUTHWESTERLY ALONG SAID CURVE TO THE RIGHT HAVING A RADIUS OF 20.00
FEET, THROUGH A CENTRAL ANGLE OF 89047'20"AN ARC DISTANCE OF 31.34 FEET TOA
POINT OF TANGENCY IN A LINE PARALLEL WITH AND 20.50 FEET NORTH OF,AS MEASURED
PERPENDICULAR TO, THE NORTH MARGIN OF TEMPERANCE STREET IN THE PLAT OF
f �
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RAMSAYS ADDITION TO THE TOWN OF KENT,AS RECORDED IN VOLUME 16 OF PLATS,PAGE
89, IN KING COUNTY,WASHINGTON;
THENCE NORTH 88034'10"WEST ALONG SAID PARALLEL LINE A DISTANCE OF 201.87 FEET
TO A POINT OF CURVE;THENCE NORTHWESTERLY ALONG SAID CURVE TO THE RIGHT
HAVING A RADIUS OF 18.00 FEET,THROUGH A CENTRAL ANGLE OF 90"12'13"AN ARC
DISTANCE OF 28.34 FEET TO A POINT OF TANGENCY, SAID POINT BEING 38 56 FEET NORTH
OF THE NORTH MARGIN OF TEMPERANCE STREET AS MEASURED ALONG THE NORTHERLY
PROLONGATION OF THE EAST MARGIN OF SECOND AVENUE NORTH IN SAID PLAT OF
RAMSAYS ADDITION TO THE TOWN OF KENT:
THENCE NORTH 01038'03"EAST ALONG SAID NORTHERLY PROLONGATION A DISTANCE OF
13.25 FEET TO A POINT OF CURVE.
THENCE NORTHWESTERLY ALONG SAID CURVE TO THE LEFT HAVING A RADIUS OF 333.00,
THROUGH A CENTRAL ANGLE OF 90"00'55"AN ARC DISTANCE OF 523 16 FEET;
THENCE NORTH 88022'52"WEST 280.62 FEET;
THENCE NORTH 44008'44"WEST 25.19 FEET;
THENCE NORTH 001105'23"EAST 163.78 FEET;
THENCE NORTH 0605626"EAST 89.62 FEET TO INTERSECT A LINE PARALLEL WITH AND 9.00
FEET EAST OF EAST LINE OF FOURTH AVENUE NORTH AS APPROPRIATED BY CITY OF KENT
UNDER SUPERIOR COURT CAUSE NO.706251;
THENCE NORTH 01037'08" EAST ALONG SAID EAST LINE A DISTANCE OF 97.51 FEET.
THENCE SOUTH 88022'52"EAST 15.00 FEET;
THENCE NORTH 01037'08"EAST 25.00 FEET;
THENCE NORTH 8M2'52"WEST 15.00 FEET;
THENCE NORTH 010 37'08"EAST 31.08 FEET;
THENCE NORTH 46"30'20"EAST 44.40 FEET TO THE SOUTH LINE OF THE NORTH 52.50 FEET
OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION 24;
THENCE SOUTH 88036'27"EAST ALONG SAID SOUTH LINE A DISTANCE OF 820.00 FEET;
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THENCE SOUTH 34049'00"EAST 27.89 FEET TO INTERSECT A LINE PARALLEL WITH AND 18
FEET WEST OF,AS MEASURED PERPENDICULAR TO,THE WEST LINE OF FIRST AVENUE
NORTH AND EAST LINE OF SAID PARCELS"A","W,AND"C";
THENCE SOUTH 01038'30"WEST ALONG SAID EAST LINE 30.00 FEET;
THENCE NORTH 88021'30"WEST 10.00 FEET;
THENCE SOUTH 01038'30"WEST 10.00 FEET;
THENCE SOUTH 88021'30"EAST 10.00 FEET TO THE EAST LINE OF SAID PARCELS"A",•B",
AND "C";
THENCE SOUTH 0103810"WEST ALONG SAID EAST LINE A DISTANCE OF 661.85 FEET TO
THE TO THE POINT OF BEGINNING.
CONTAINING 507,848 SQUARE FEET MORE OR LESS
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Page 1
Triad Standard Prototype Settings
Project : 01225 Fri November 08 OR :43 - 01 2002
Parcel Map Check �
-- -----------------------------------------------------------------------
Parcel name: PARCEL-2
North: 143474. 7827 East : 1653402 . 1505
Line Course: S 01-38-30 W Length: 78.23
North: 143396.5848 East 1653399. 9093
Curve Length: 31 .34 Radius: 20.00
Delta: 89-47-20 Tangent : 19.93
Chord: 28 .23 Course: S 46-32-10 W
Course In: N 88-21-30 W Course Out: S 01-25-50 W
RP North: 143397.1578 East : 1653379 . 9176
End North: 143377 . 1640 East : 1653379.4182
Line Course: N 88-34-10 W Length: 201.87
North: 143382 .2037 EasL : 2653177 . 6112
Curve Length: 28 .34 Radius: 18.00
Delta: 90-12-13 Tangent : 18.06
Chord: 25 . 50 Course: N 43-2B-04 W
Course In: N 01-25-50 E Course Out : N 88-21-57 W
RP North: 143400 . 1981 East : 1653178 . 0605
End North: 143400. 7115 East : 1653160 . 0679
Line Course: N 01 38. 03 E Length: 13 .25
North: 143413 . 9561 East : 1653160.4457
Curvy Length: 523 . 16 Radius : 333.00
Delta: 90-00-55 Tangent : 333 . 09
Chord: 471 . 00 Course: N 43-22-25 W
Course In: N 88-21-57 W Course Out: N 01-37-08 E
RP North: 143423 .4525 East : 1652827 .5812
End North: 143756.3196 East : 1652836. 9888
mine Course: N 88-22-52 W Length: 280 .62
North: 143764. 2474 East : 1652556. 4808
Line Course: N 44-08-44 W Length: 25 . 19
North: 143782 . 3231 East : 1652538 . 9364
Line Course: N 00-05-23 E LenyLb : 163 .78
North: 143946. 1029 East : 1652539. 1929
Line Course: N 06-56-26 E Length: 89.62
North: 144035 . 0661 East : 1652550.0225
Line Course: N 01-37-08 F Length: 97 .51
North: 144131 . 5372 East : 1652552.7773
Linc Course: S 88-22-52 E Length: L5. 00
North: 144132 . 1134 East : 1652567. 7713
Line Course : N 01 37-08 E Length: 25 .00
North: 144157 . 1035 East 1652568.4776
Line Course: N 88-22-52 W Length: 15. 00
North: 144157 . 5272 East 1652553'.4835
Line Course: N 01-37-08 12 Length; 31 . 08
North: 144188 . 5948 East 1652554 .2616
page 2
A
Triad standard Prototype Settings
I
Project : 01225 Fri November 08 08 :43 : 01 2002
Parcel Map Check
Line Course: N 46- 30- 20 E Length: 44 . 40
North: 144219. 1546 East : 1652586. 5712
Line Course: S 88-36-27 E Length: 820 . 00
North: 144199. 2276 East : 1653406.3290
Line Course: S 34-49-00 E Length: 27 . 89
North: 144176. 3303 East : 1653422 .2529
Line Course: S 01-38-30 W Length: 30 . 00
North: 144146 .3427 East : 1653421.3934
Line Course: N 88-21-30 W Length: 10. 00
North: 144146.6291 East : 1653411.3975
Line Course: S 01-38-30 W Length: 10. 00
North: 144136 .6332 East : 1653411 . 1110
Line Course: S 88-21-30 E Length: 10 . 00
North: 144136.3468 East : 1653421 .1069
Line Course: S 01-38-30 W Lcngth: 198. 00
North: 143938 .4260 East : 1653415.4345
Line Course: S 01-38-30 W Length: 235. 00
North: 143703 .5245 East : 1653408.7021
Line Course: S 01-38-30 W Length: 228. 85
North: 143474 .7684 East : 1653402 .1459
Perimeter: 3233 .12 Area: 507, 847.35 11. 66
Mapcheck Closure - (Uses listed courses, radii, and deltas)
Error. Closure: 0 .0150 Course: S 18-00-45 W
Error North: -0. 01497 East : -0 . 00464
Precision 1 : 215, 542 . 00
SANITARY SEWER EASEMENT AREA
THAT PORTION OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION
24, TOWNSHIP 22 NORTH, RANGE 4 EAST,W.M., KING COUNTY,WASHINGTON LYING WITHIN
A 15-FOOT WIDE STRIP OF LAND, BEING 7.50 FEET ON EACH SIDE OF THE FOLLOWING
DESCRIBED CENTERINE:
BEGINNING AT THE INTERSECTION OF THE SOUTH LINE OF THE NORTH 52.50 FEET OF THE
NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF THE SAID SECTION 24 WITH THE
WEST LINE OF THE EAST 517.55 FEET OF THE NORTHWEST QUARTER OF THE NORTHEAST
QUARTER OF SAID SECTION 24; THENCE SOUTH 16"37' 51"WEST 28.84 FEET;THENCE
SOUTH 010 38'30"WEST 425.15 FEET;THENCE SOUTH 55" 18' 12"EAST 67.22 FEET; THENCE
SOUTH 280 31'30"WEST 2.86 FEET TO THE TERMINUS OF THE DESCRIBED CENTERLINE.
THE SIDELINES OF SAID STRIP TO BE EXTENDED OR DIMINISHED TO INTERSECT THE ARC
OF A CURVE HAVING A RADIUS OF 333.00 FEET,THE CENTER OF WHICH BEARS SOUTH
28012'16"WEST FROM THE TERMINUS OF SAID DESCRIBED CENTERLINE.
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THAT PORTION OF PARCEL"A", "B",AND"C", DESCRIBED IN DEED FROM BORDEN
CHEMICAL TO THE CITY OF KENT UNDER KING COUNTY RECORDING NO. 20010209000549;
AND OF TRACT"X"DESCRIBED IN QUIT CLAIM DEED FROM BORDEN CHEMICAL TO THE CITY
OF KENT UNDER RECORDING NO.20010209000550;BEING A PORTION OF THE NORTHWEST
QUARTER OF THE NORTHEAST QUARTER OF SECTION 24,TOWNSHIP 22 NORTH, RANGE 4
EAST,W.M.,IN KING COUNTY WASHINGTON, DESCRIBED AS FOLLOWS:
COMMENCING AT THE NORTHEAST CORNER OF THE NORTHWEST QUARTER OF THE
NORTHEAST QUARTER OF SECTION 24,TOWNSHIP 22 NORTH, RANGE 4 EAST,W.M.IN KING
COUNTY, WASHINGTON;
THENCE NORTH 8803627"WEST ALONG THE NORTH LINE OF SAID SUBDIVISION TO A LINE
PARALLEL WITH AND DISTANCE 30 FEET WEST OF,AS MEASURED PERPENDICULAR TO,
THE EAST LINE OF SAID NORTHWEST QUARTER OF THE NORTHEAST QUARTER, SAID
PARALLEL LINE BEING THE NORTHERLY PRODUCTION OF THE WEST LINE OF FIRST
AVENUE NORTH;
THENCE SOUTH 01°38'30"WEST ALONG SAID WEST LINE AND EAST LINE OF SAID PARCELS
"A","B",AND"C"A DISTANCE OF 762.45 FEET TO THE NORTHEAST CORNER OF TRACT"X"
AND A POINT ON THE ARC OF A CURVE TO THE RIGHT,THE CENTER OF WHICH BEARS
NORTH 42048'33"WEST 265.44 FEET;
THENCE SOUTHWESTERLY ALONG SAID CURVE TO THE RIGHT HAVING A RADIUS OF 265.44
FEET, THROUGH A CENTRAL ANGLE OF 04039'28",AN ARC DISTANCE OF 21.58 FEET TO A
LINE PARALLEL WITH AND DISTANT 16 FEET WEST OF,AS MEASURED PERPENDICULAR TO,
THE WEST LINE OF FIRST AVENUE NORTH AND THE POINT OF BEGINNING;
THENCE SOUTH 01 038'30"WEST ALONG SAID PARALLEL LINE A DISTANCE OF 78 23 FEET TO
A POINT OF CURVE;
THENCE SOUTHWESTERLY ALONG SAID CURVE TO THE RIGHT HAVING A RADIUS OF 20.00
FEET, THROUGH A CENTRAL ANGLE OF 89047'20"AN ARC DISTANCE OF 31.34 FEET TO A
POINT OF TANGENCY IN A LINE PARALLEL WITH AND 20.50 FEET NORTH OF,AS MEASURED
PERPENDICULAR TO, THE NORTH MARGIN OF TEMPERANCE STREET IN THE PLAT OF
RAMSAYS ADDITION TO THE TOWN OF KENT,AS RECORDED IN VOLUME 16 OF PLATS,PAGE
89, IN KING COUNTY,WASHINGTON;
r '
THENCE NORTH 88034'10"WEST ALONG SAID PARALLEL LINE A DISTANCE OF 20187 FEET'
TO A POINT OF CURVE;
THENCE NORTHWESTERLY ALONG SAID CURVE TO THE RIGHT HAVING A RADIUS OF 18.00
FEET, THROUGH A CENTRAL ANGLE OF 90° 12'13"AN ARC DISTANCE OF 28.34 FEET TO
INTERSECT THE ARC OF A CURVE TO THE LEFT HAVING A RADIUS OF 18.00 FEET;THE
CENTER OF WHICH BEARS NORTH 85*1521" EAST;
THENCE SOUTHEASTERLY ALONG SAID CURVE TO THE LEFT HAVING A RADIUS OF 18.00
FEET THROUGH A CENTRAL ANGLE OF 83049'31"AN ARC DISTANCE OF 26.33 FEET TO A
POINT OF TANGENCY IN A LINE PARALLEL WITH AND 22.50 FEET NORTH OF,AS MEASURED
PERPENDICULAR TO,THE NORTH MARGIN OF TEMPERANCE STREET IN SAID PLAT OF
RAMSAYS ADDITION TO THE TOWN OF KENT;
THENCE SOUTH 88°34' 10"EAST ALONG SAID PARALLEL LINE A DISTANCE OF 201.97 FEET
TO A POINT OF CURVE;
THENCE ALONG SAID CURVE TO THE LEFT HAVING A RADIUS OF 18.00 FEET, THROUGH A
CENTRAL ANGLE OF 89°47'20", AN ARC DISTANCE OF 28.21 FEET TO A POINT OF
TANGENCY IN A LINE PARALLEL WITH AND 18 FEET WEST OF,AS MEASURED
PERPENDICULAR TO,THE EAST LINE OF SAID TRACT"X";
THENCE NORTH 010 38'30"EAST PARALLEL WITH THE NORTHERLY PROLONGATION OF
SAID EAST LINE 740 08 FEET;
THENCE SOUTH 88°21'30"EAST 2.00 FEET TO INTERSECT A LINE PARALLEL WITH AND 16
FEET WEST OF,AS MEASURED PERPENDICULAR TO,THE WEST LINE OF FIRST AVENUE
NORTH AND EAST LINE OF SAID TRACT"A", "B", AND"C";
THENCE SOUTH 01"38'30"WEST ALONG SAID EAST LINE A DISTANCE OF 661.85 FEET TO
THE POINT OF BEGINNING.
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page 1.
Project : 01225 Fri November 08 09:12 :10 2002
Parcel Map Check
--- -- -- -- ---------------- -------------------------••- - -------------------
Parcel name : STOPWALK ESMT SOUTH
North: 143474.7827 EaSL : 1653402 .1505
Line Course: S 01-38-30 W Length: 78 .23
North: 1.43399.5848 East : 1653399. 9093
Curve Length: 31 . 34 Radius: 20 . 00
Delta: 89-47-20 Tangent: 19. 93
Chord: 28 .23 Course: S 46-32-10 W
Course In: N 88-21-30 W Course Out: S 01-25-50 W
RP North: 143397.1578 East : 1653379. 9176
End North: 143377.1640 East : 1653379.418E
Lino Course: N 86-34-10 W Length: 201. 87
North: 143382 .2037 East : 1653177.6112
Curve Length: 28.34 Radius: 18 . 00
Delta: 90-12. 13 Tangent: la . 06
Chord: 25. 50 Course: N 43-28-04 W
Course In: N 01-25-50 E Course Out: N 88-21-57 W
RP North: 143400.1981 East : 1653178 . 0605
End North: 143400.7115 EdeL : 1653160.0679
Curve Length: 26. 33 Radius : 18. 00
Delta: 83-49-31 Tangent : 16 . 16
Chord: 24 . 05 Course: S 46-39-25 E
C013rse In: N 85-15-21 E Course Out: S 01-25-50 W
RP North: 143402.2002 East : 1653178. 0062
End North: 143384 .2058 East 16531'!'7. 5568
Line Course: S 88-34-10 R Length: 201.97
North: 113379.1635 Fast : 1653379.4639
Curve Length: 28.21 Radius: 18. 00
Delta: 89-47-20 Tangent : 17 . 93
Chord: 25.42 Course: N 46-32-10 E
Course In: N 01-25-50 E Course Out: S 88-21-30 E
RP North: 143397.1579 East : 1653379.9132
End North: 143396.6423 East : 1653397 . 9059
Line Course: N 01 .38-30 E Length: 740 . 08
Nox'Lh: 144136.4185 East : 1653419. 1081
Line Course : S 88-21-30 E Length: 2 . 00
North: 144136.3612 East : 1653421. 1073
Line Course: S 01-38-30 W LerigL'h: 661. 85
North: 143474 .7829 East : 1653402.1462
Perimeter: 2000 .21 Area: 1, 977. 69 0 . 05
Mapcheek Closure - (UsPss listed courses, radii, and deltas)
Error Closure: 0. 0043 Course: N 87-46-40 W
Error North: 0. 00017 East : -0 . 00431
page 2
i
Project : 01225 Fri November OR 09:12 :10 2002
Parcel trap Check
Precision 1 : 465 , 167.44
SIDEWALK EASEMENT AREA
THAT PORTION OF PARCEL"A","B",AND"C", DESCRIBED IN DEED FROM BORDEN
CHEMICAL TO THE CITY OF KENT UNDER KING COUNTY RECORDING NO. 20010209000549;
AND OF TRACT"X"DESCRIBED IN QUIT CLAIM DEED FROM BORDEN CHEMICAL TO THE CITY
OF KENT UNDER RECORDING NO. 20010209000550;BEING A PORTION OF THE NORTHWEST
QUARTER OF THE NORTHEAST QUARTER OF SECTION 24,TOWNSHIP 22 NORTH, RANGE 4
EAST,W.M., IN KING COUNTY WASHINGTON, DESCRIBED AS FOLLOWS:
COMMENCING AT THE NORTHEAST CORNER OF THE NORTHWEST QUARTER OF THE
NORTHEAST QUARTER OF SECTION 24,TOWNSHIP 22 NORTH, RANGE 4 EAST,W M.IN KING
COUNTY, WASHINGTON;
THENCE NORTH 8803627"WEST ALONG THE NORTH LINE OF SAID SUBDIVISION TO A LINE
PARALLEL WITH AND DISTANCE 30 FEET WEST OF,AS MEASURED PERPENDICULAR TO,
THE EAST LINE OF SAID NORTHWEST QUARTER OF THE NORTHEAST QUARTER, SAID
PARALLEL LINE BEING THE NORTHERLY PRODUCTION OF THE WEST LINE OF FIRST
AVENUE NORTH;
THENCE SOUTH 01038'30"WEST ALONG SAID WEST LINE AND EAST LINE OF SAID PARCELS
"A","B", AND "C"A DISTANCE OF 762.45 FEET TO THE NORTHEAST CORNER OF TRACT"X"
AND A POINT ON THE ARC OF A CURVE TO THE RIGHT,THE CENTER OF WHICH BEARS
NORTH 42048'33"WEST 265.44 FEET;
THENCE SOUTHWESTERLY ALONG SAID CURVE TO THE RIGHT HAVING A RADIUS OF 265.44
FEET, THROUGH A CENTRAL ANGLE OF 0403928",AN ARC DISTANCE OF 21.58 FEET TO A
LINE PARALLEL WITH AND DISTANT 16 FEET WEST OF,AS MEASURED PERPENDICULAR TO,
THE WEST LINE OF FIRST AVENUE NORTH;
THENCE NORTH 01038'30" EAST ALONG SAID PARALLEL LINE A DISTANCE OF 671.85 FEET
TO THE TRUE POINT OF BEGINNING;
THENCE NORTH 88°21'30"WEST 2.00 FEET TO INTERSECT A LINE PARALLEL WITH AND 18
FEET WEST OF,AS MEASURED PERPENDICULAR TO,THE WEST LINE OF FIRST AVENUE
NORTH AND EAST LINE OF SAID TRACT"A","B",AND"C";
THENCE NORTH 01° 38'30"EAST PARALLEL WITH SAID WEST LINE A DISTANCE OF 32 71
FEET;
THENCE SOUTH 34°49'00" EAST 3.37 FEET TO INTERSECT A LINE PARALLEL WITH AND 16
FEET WEST OF,AS MEASURED PERPENDICULAR TO, THE WEST LINE OF FIRST AVENUE
NORTH AND EAST LINE OF SAID TRACT"A","B",AND"C";
THENCE SOUTH 01°38'30"WEST ALONG SAID EAST LINE A DISTANCE OF 30.00 FEET TO
THE POINT OF BEGINNING.
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page 1
Project : 01225 Fri November 08 09:12 : 08 2002
Parcel Map Check
---------------------- -----------------------------------------------------
Parcel name : SIDEWALK ESXT NORTH
North. 144179.3440 East : 1653422 .2575
Line Course : 9 01 -38-30 W Length: 30.00
North: 144146 . 3563 East : 1653421 .3980
Line Course : N 88-21-30 W Length: 2 . 00
North: 144146 .4136 East : 1653419.3988
Line Course : N 01-38-30 E Length: 32 .71
North: 144279 . 1102 East : 1653420 .3359
Line Course : S 34-49-00 E Length: 3 .37
North: 144176.3434 East : 1653422 . 2600
Perimeter: 68.07 Area: 62 . 71 0. 00
Mapcheck Closure - (Uses listed courses, radii, and deltas)
Error Closure: 0.0026 Course : S 78-22-21 E
Error North: -0. 00053 East : 0 . 00257
Precision 1 : 26,184 .62
EY,NISI T A-3 MAP
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EXHIBIT B
CITY INFRASTRUCTURE IMPROVEMENTS
Ramsay Way/1st Ave. N. & 4th Ave. N.Widening Project
The improvements described in this Exhibit B are to be or have been constructed or provided by
the City, unless otherwise noted below:
First Ave. North—W. Temuerance St. to W. James St.
Street:
City will widen First Ave N. on the west side between W. Temperance St. and W. James St. to
provide a 3-lane, 36' wide road with asphalt paving, curbs and gutters, street trees, illumination,
and undergrounding of existing power and telephone. The City will coordinate with the various
utility providers to underground existing utility lines in a joint ditch in the future sidewalk
location.
Developer, in conjunction with the issuance of a development permit on the adjacent fronting
property, shall construct a 10 -12 foot wide concrete sidewalk with street tree frames, grates and
root barriers along with any interim asphalt pathway thereto from either or both James St. or
Temperance St. as determined necessary by City. All improvements constructed by the
Developer shall be in accordance with City Construction Standards.
Water:
City will provide one (1) water stub off of the existing waterline to the back of sidewalk in 1st
Ave. at a location to be mutually agreed upon by City and Developer.
Utilities:
City will coordinate with the power, telephone and cable companies to underground the existing
overhead utilities, and place new facilities in a joint trench along the west side of 1"Ave.
Fourth Ave. North—W. Smith St. to W.James St.
Street:
City will widen Fourth Ave. by one lane to the east to provide a center left turn lane (5-lane road
section, 58' minimum width) from W. Smith St. to W. James St. This section will include a 12'
wide sidewalk on the east side with street trees, illumination, storm stubs, and utility
undergrounding for power and telephone. A right turn lane will be provided on northbound 4th
51097105276\z_?'-04 -V-k254275.V01 ADL
1/9/2004 B-1
Ave. to eastbound James St. A traffic signal will be installed at the intersection of Fourth Ave.
and Ramsay Way.
Utilities:
City will coordinate with the power, telephone and cable companies to underground the existing
overhead utilities, and place new facilities in a joint trench along the east side of 4"' Ave. under
the new sidewalk.
Ramsay Way—W.Temperance to 4`h Ave.N.
Street:
City will extend Second Ave. N. (Ramsay Way) from W. Temperance through the Property to
intersect with 4`h Ave. N. across from the Regional Justice Center driveway. City will provide
left turn pockets on Ramsay Way at 4`h Ave. N. Except at left turn pockets, the roadway will be
44' wide (2- 14' wide lanes and 2 — 8' wide on-street parallel parking lanes), with asphalt
pavement, curbs and gutters, street trees, and illumination. The scheduling and phasing to
construct these improvements will be determined by City unless otherwise noted:
+ City will install concrete curb and gutter along the entire length of the road on both sides.
• Developer shall construct the 13foot wide concrete sidewalks in conjunction with the
issuance of a development permit on the adjacent fronting property along with any
interim asphalt pathways as determined necessary by City to provide safe continuous
walkways to and from 4`h Ave. and Temperance St.
• City will place street trees at approximate 30' spacing. Developer shall install street tree
frames and grates and root barriers in accordance with City Construction Standards in
conjunction with Developer's construction of the 13foot wide concrete sidewalk.
• City will install street lights. These light standards will be 14' high manufactured by
Lumec, the Model No. P104AF-14-GN6LBC3-GN6, the color is forest green. The
luminaire is 100 watts HPS, Model No. Z47G-100s-3-GN6. Spacing will be 70'
staggered.
• All improvements constructed by the Developer shall be in accordance with City
Construction Standards.
Water:
City has constructed a new 8" waterline in the roadway from Temperance St. which connects to
the existing 8" waterline on 4`h Ave. City has installed fire hydrants at 300' spacing and Stubs
have been placed to the R/W line at locations mutually agreed upon by City and Developer.
51097\05276\ ba-Fi254275 V01 ADL
1/9/2004 B-2
Sewer:
City has installed a new sewer line (10" diameter maximum size) from a manhole in James
Street to approximately 470' south of James St. and crossing 2"d Ave. to the south side of the
roadway to end at the right of way line at a location agreed to by the Developer.
Storm:
City has constructed new storm drain pipes and catch basins in the roadway sized to pick up the
road and sidewalk drainage only.
Utilities:
Developer shall coordinate and cause all the private and/or quasi-private utility service (gas,
power, telephone/telecommunication and cable TV) to provide those utilities to the properties
within the Property site. City shall not be responsible for any costs associated with providing
private and/or quasi private utility services.
W. Temperance St.— V Ave. to 2"d Ave.
Street:
City will improve W. Temperance Street on the north side between I" Ave. and 2"d Ave. to
provide a 3-lane, 36' wide asphalt paved roadway with curb and gutter on the north side. Sound
Transit is building half-street improvements on the south side of the road with a 10' wide
sidewalk. City will install street trees and street lights on the north side as described on the
Ramsay Way portion of the project.
Developer, in conjunction with the issuance of a development permit on the adjacent and
abutting property, shall construct a 12' wide concrete sidewalk on the north side and install street
tree frames and grates and root barriers all in accordance with City Construction Standards.
2"d Ave. N.—W.Smith St. to W. Temperance St.
Sound Transit will be constructing 2"d Ave, up to and including the curb and gutter on the west
side of the road from Smith St. to Temperance St. City will provide street lighting and street
trees as described on the Ramsay Way portion. Developer shall construct a 12' wide concrete
sidewalk and install street tree frames and grates and root barriers in connection with the
issuance of a development permit on any portion of the Kent Station Project Property.
City reserves the right to use portions of the Property from time to time for construction staging
purposes as may be necessary or desirable in connection with the construction of City
Infrastructure Improvements; provided, however, City shall use reasonable efforts to coordinate
its construction activities so as to not unreasonably interfere with construction activities in the
Initial Takedown Parcel or any Remainder Property Purchase Parcel that has been previously
acquired by Developer.
51097\05276\2§--�,254275.V01 ADL
1/9/2004 B-3
EXHIBIT C
BARGAIN AND SALE DEED
AFTER RECORDING RETURN DOCUMENT TO:
Anne DeVoe Lawler
Jameson Babbitt Stites&Lombard,P L.L.C.
999 Third Avenue,Suite 1900
Seattle,WA 98104
Reference Number of Related Document: N/A
Grantor(s): City of Kent
Grantee(s): Kent Station,LLC
Abbreviated Legal Description:
Additional Legal Description is on Page Exhibit 1 of Document
Assessor's Property Tax Parcel or Account No.:
51097W27613 3-L+F,254275 V01 ADL
I 2004 C-1
BARGAIN AND SALE DEED
THE GRANTOR, CITY OF KENT, a Washington Municipal corporation, for TEN
DOLLARS and other good and valuable consideration, in hand paid, bargains, sells and
conveys to KENT STATION LLC, a Washington limited liability company, as
GRANTEE, the following described real estate, situated in the County of King, State of
Washington:
See Exhibit 1 attached hereto and incorporated herein by this reference
("Property").
TOGETHER WITH all and singular the tenements, hereditaments and
appurtenances hereunto belonging or in anywise appertaining,
SUBJECT however, to all existing interests, including but not limited to the current
non-delinquent general and special taxes for the fiscal year of the transfer of title, all
reservations, rights of way and easements of record or otherwise and further subject to the
matters described in Exhibit 2 attached hereto and by this reference made a part hereof.
Grantee has been allowed to make an inspection of the Property and has knowledge
as to the past use of the Property. Based upon this inspection and knowledge, Grantee is
aware of the condition of the Property and GRANTEE ACKNOWLEDGES THAT,
SUBJECT TO THE PROVISIONS OF SECTION 5.2 OF THE REAL ESTATE
PURCHASE AND SALE AGREEMENT DATED , 2003 BETWEEN
GRANTOR AND GRANTEE, GRANTEE IS PURCHASING THE PROPERTY ON
AN "AS IS WITH ALL FAULTS" BASIS WITH ANY AND ALL PATENT AND
LATENT DEFECTS, INCLUDING THOSE RELATING TO THE
ENVIRONMENTAL CONDITION OF THE PROPERTY, AND THAT GRANTEE
IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES, EXPRESS
OR IMPLIED OF ANY KIND WHATSOEVER FROM GRANTOR AS TO ANY
MATTERS CONCERNING THE PROPERTY, including the physical condition of the
Property and any defects thereof, the presence of any Hazardous Substances, wastes or
contaminants, in, on, about, within or under the Property or any subsurface strata or
groundwater, the condition or existence of any of the above ground or underground
structures or improvements in, on or under the Property, the condition of title to the
Property and the easements or other agreements affecting the Property. Grantee is aware
of the risk that Hazardous Substances and contaminants may be present on the Property
and indemnifies, holds harmless and hereby waives, releases and discharges forever
Grantor from any and all present or future claims or demands, and any and all damages,
loss, injury, liability, claims or costs, including fines, penalties and judgments and
attorneys' fees arising from or in any way related to the condition of the Property or the
alleged presence, use, storage, generation, manufacture, transportation, release, leak, spill,
disposal or other handling of any Hazardous Substances or contaminants in, on, about,
within or under the Property or any subsurface strata or groundwater. Losses shall include
51097\05276\ ' 254Z YOLADL
1/9/2004 -- C-2
without limitation (a) the cost of any investigation, removal, remedial or other response
action that is required by any Environmental Law, that is required by judicial order or by
order of or agreement with any governmental authority, or that is necessary or otherwise is
reasonable under the circumstances, (b) capital expenditures necessary to cause the
Grantor's remaining property or the operations of the Grantor on its remaining property to
be in compliance with the requirements of any Environmental Law, (c) losses for injury or
death to any person, and (d) losses arising under any Environmental Law enacted after
transfer of the Property from Grantor to Grantee. The rights of Grantor under this Section
shall be in addition to and not in lieu of any other rights or remedies to which it may be
entitled under this deed or otherwise. This indemnity specifically includes the obligations
of Grantee to remove, close, remediate, reimburse or take other actions requested or
required by any governmental agency covering any Hazardous Substances or contaminants
on the Property.
The term"Environmental Law" means any federal, state or local statute, regulation,
code, rule, ordinance, order,judgment, decree, injunction or common law pertaining in any
way to the protection of human health or the environmental including without limitation,
the Resource Conservation and Recovery Act, the Comprehensive Environmental
Response, Compensation and Liability Act, the Toxic Substance Control Act, the Model
Toxics Control Act and any similar or comparable federal, state or local law.
The term "Hazardous Substance" means any hazardous substance, toxic,
radioactive or infectious substance, material or waste as defined listed or regulated under
any Environmental Law, and includes, without limitation, petroleum oil and any of its
fractions.
By acceptance of this deed, Grantee and its legal representatives, heirs, successors
and assigns, does hereby accept and agree to all of the terms, conditions, provisions,
reservations,restrictions,releases and indemnities herein contained.
Dated this day of ,200 .
APPROVED AS TO FORM: GRANTOR:
CITY ATTORNEY CITY OF KENT, a Washington municipal
corporation
By: By:
Its: Its:
5 1 097\05276\ssSu, I-VU,254275 V01 ADL
1/9/2004 C-3
STATE OF WASHINGTON )
)ss.
COUNTY OF KING )
I certify that I know or have satisfactoryevidence that the person appearing before
me and making this acknowledgment is the person whose true signature appears on this
document.
On this day of , 200 ,before me personally appeared
, to me known to be the
of the CITY OF KENT, a Washington Municipal Corporation, the corporation that
executed the within and foregoing instrument, and acknowledged the said instrument to be
the free and voluntary act and deed of said corporation, for the uses and purposes therein
mentioned, and on oath stated that he/she was authorized to execute said instrument and
that the seal affixed, if any, is the corporate seal of said corporation.
WITNESS my hand and official seal hereto affixed the day and year first above
written.
Notary Public in and for the State of Washington,
residing at
My commission expires:
[Type or Print Notary Name]
(Use This Space for Notarial Seal Stamp)
ACCEPTED: KENT STATION LLC,
a Washington limited liability company
By: TARRAGON L.L.C.
a Washington limited liability
company, Its member
By:
Joseph D. Blattner
Manager
51097\0527612-144'4444254275.V01 ADL
1/9i2004 C-4
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
I certify that I know or have satisfactory evidence that the person appearing before
me and making this acknowledgment is the person whose true signature appears on this
document.
On this day of , 200_, before me personally appeared
Joseph D. Blattner, to me known to be a manager of Tarragon L.L.C., to me known to be
the member of KENT STATION LLC, the limited liability company that executed the
within and foregoing instrument, and acknowledged the said instrument to be the free and
voluntary act and deed of said limited liability company, for the uses and purposes therein
mentioned, and on oath stated that he was authorized to execute said instrument.
WITNESS my hand and official seal hereto affixed the day and year first above
written.
Notary Public in and for the State of Washington,
residing at
My commission expires:
[Type or Print Notary Name]
(Use This Space for Notarial Seal Stamp)
51097\05276\2-i:449d-4-N4254275 V01 ADL
1/9/2004 C-5
EXHIBIT 1
TO BARGAIN AND SALE DEED
LEGAL DESCRIPTION
5 1 0 97105 2 76%2M,a 44-625A2MM ADL
1/9/2004 C-1-1
EXHIBIT 2
TO BARGAIN AND SALE DEED EXCEPTIONS
[Note: will include recorded covenant referenced in Section 11.1.9.3 and the covenant
re: no use of groundwater for domestic drinking water purposes referenced in
Section 5.2 and other covenants from the Purchase Agreement that survive closing.]
I
5 1 097105 2 76\2 14 ;-462 427 V01 ADL
1/9/2004 C-2-l
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EXHIBIT E
KING COUNTY JOB CREATION SUMMARY FORM
STORE/TENANT:
ADDRESS:
JOB TITLE/CATEGORY WAGE RATE HOURS/WEEK
$ per
$ per
$ per
$ per
$ per
$ per
$ per
$ per
$ per
$ per
$ per
$ per
$ per
$ per
$ per
$ per
$ per
$ per
TOTAL JOBS CREATED: Page I of 2
5 1 09 7105 276V4-493a=-�H254275.VOt ADL
v9n004 E-1
In this business hours per week is considered full-time.
Signature Date
Print Name and Title
This is a confidential statement necessary to verify the need forpublic financial assistance for a business and is not
considered a public record. THANK YOU FOR YOUR ASSISTANCE
Page 2 of 2
5 1 097105 2764_*,*R_2-�,}H254275.V01 ADL
1/9n004 E-2
EXHIBIT F
0
INCOME VERIFICATION FORM
FOR EMPLOYEES TAKING NEWLY-CREATED JOBS LISTED IN EXHIBIT D
STORE:
EMPLOYEE NAME:
ADDRESS:
Sex Male Female Job Title
Date of Birth / / Salary/Wage $
Head of How long employed in
Household? Yes No this job: Months
A. Please check one: _Full Time _Part Time
If part time,how many hours per week?
B.Please circle the number of people in your family. FAMILY SIZE 112 3 4 5 6 7 8 910 more
C. Please find your family size in the table below,and circle either"below"or"above"the income level given
which best describes the income for your family for the last 12 months. In calculating total income,
include all of the following sources that apply.
• Wages,salaries,tips,etc.(covered by W-2) • Total IRA distributions,taxable amount
• Dividend income • Total pensions and annuities,taxable amount
• Taxable refunds,credits,or offsets of state and • Rental real estate,royalties,partnerships,
• Local income taxes S corporations,trusts,etc.
• Alimony received • Farm income(or loss)
• Business income(or loss) • Unemployment compensation
• Capital gam(or loss) 0 Social Security benefits,taxable amount
• Other gams or losses Other income(specify source)
FAMILY SIZE 1 Below $39,550 Above
2 Below $45 200 Above
3 Below $50 850 Above
4 Below $56 500 Above
5 Below $61000 Above
6 Below $65,550 Above
7 Below $70 050 Above
8 Below $74 600 Above
Page 1 of 2
51097\05276\24443-V+6254275.V01 ADL
119/2004 F-1
The following Race/Ethnicity information is optional. The federal government requires us to ask for this
information,but you do not have to answer this part if you do not wish to do so. The information will be used
to determine any additional impacts of the public funds that helped support this project. The information you
provide will remain confidential and will not be made a part of your permanent records.
Do you consider yourself Hispanic or Latino? _yes _no
Please check the most appropriate category:
American Indian or Alaska Native
Asian
Black or African American
Native Hawaiian or Other Pacific
Islander
White
American Indian or Alaska Native AND
White
Asian AND White
Black or African American AND White
American Indian or Alaska Native AND
Black or African American
Other more than one race
I hereby certify all of the above to be true and correct.
Signature Date
This income and race%thnicity statement is confufentiab It is necessary only to verify the need for public financial
assistance for a business and is not considered a public record. THANK YOUFOR YOUR ASSISTANCE.
Page 2
of 2
5 1 09 7105 2 7 6\a,,-48�W 62MZN.V01 ADL
119/2004 F-2
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EXHIBIT G-1
DETAILS OF DEVELOPMENT PLAN
P
Kent Station
Master Plan Building Areas
Building GSF
Building 1 35,200
Building 2 5,800
Building 3 4,700
Building 4 6,500
Building 5 7,800
Building 6 4,500
Building 7 61,000
Building 8 7,400
Building 9 12,300
Building 10 7,500
Building 11 16,100
Building 12 30,600
Building 13 8,300
Building 14 8,250
Building 15 106,000
Building 16 103,800
Building 17 4,300
Building 18 50,600
Building 19 3,100
TOTAL 483J50