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Home My WebLink AboutAD04-065 - Other - Addendum #6 - Yarrow Bay Development, LLC - Reservoir Impoundment Property - 05/06/2004 ,AI,►DENDUM SIX TO THE.REAL ESTATE PURCHASE AND SALE AGREEMENT BETWEEN YARROW BAY DEVELOPMENT,LLC. AND THE CITY OF KENT Yarrow Bay Development, LLC ("Buyer"), with offices located at 825 Fifth Avenue, ;:quite 202, Kirkland, Washington, and the City of Kent ("Seller") with offices located al 220 — 4t' Avenue South, Kent, Washington 98032, hereby enter into this Addendumn Six to the Real Estate Purchase and Sale Agreement signed on October 8, 2003, as :upended by Addendum One signed on December 18, 2003, Addendum Two signed on February 13, 2004, Addendum Three signed on March 1, 2004, Addendum Four signed on March 8, 2004, and Addendum Five signed on April 13, 2004 (collectively the"Agreement"): 1. Section 2. of the Agreement shall be amended as follows: 2. EARNEST MONEY. Buyer shall pay earnest money in the amount of Two Million Five Hundred Thousand Dollars and No/100 ($2,500,000.00): Payments shall be made to the Closing Agent,Pacific Northwest Title, whose address and telephone number is 116 Washington Avenue North, Kent, Washington 98032-5717, (253)520- 0805. The„Closing Agent shall disburse the earnest money payments to the City upon the Closing Agent receiving payments from Buyer as follows: (a) Five Hundred Thousand and NoA 00 Dollars ($500,000.00) in the form of a promissory note,as seen in Exhibit B attached and incorporated herein(Earnest Money Note), payable upon the satisfaction and removal of Buyer's Feasibility Study contingency in subsection 4(c). Seller acknowledges receipt of the Earnest Money Note. Following,the satisfaction and removal of Buyer's Feasibility Study,this first installment of the earnest money shall be nonrefundable, except in the case of Seller's default, and shall be applicable to the purchase price. (b) One Million Dollars and No/100 ($1,000,000.00) in cash on July 1, 2004. This second installment of the earnest money shall be nonrefundable, except in the case of Seller's default,and shall be applicable to the purchase price. (c) One Million Dollars and No/100 ($1,000,000.00) in cash on October 1, 2004. This third installment of the earnest money shall be nonrefundable, except in the case of the Seller's default,and shall be applicable to the purchase price. 2. Section 3. of the Agreement shall be amended as follows: 3. PURCHASE PRICE. The purchase price for the Property is Eleven Million Five Hundred Thousand Dollars and No/100 ($11,500,000.00). The balance of ADDENDUM SIX TO REAL ESTATE PURCHASE AND SALE AGREEMENT BETWEEN YARROW BAY DEVELOPMENT,LLC.AND THE CITY OF KENT Page I of 2 the purebase price remaining after payment of the earnest money shall be paid in cash at Closing. 3. Section 7. of the Agreement shall be amended as follows: 7. CLOSING OF THE SALE. With the understanding that time is of the essence for this Agreement, this sale shall be closed on April 1, 2005, or sooner at Buyer's option, unless said date is extended in writing by mutual agreement of the parties ("Closing"). When notified, the Buyer and Seller will deposit, without delay, with the Closing A;nnt, all instruments and monies required to complete the transaction in accordance with this Agreement. At Closing, all documents will be executed and the sale proceeds will be available for disbursement to the Seller. 4. Section 8. of the Agreement shall be amended as follows: 8. POSSESSION AND RIGHT OF ENTRY. Buyer shall be entitled to possession upon Closing. Prior to Closing and upon satisfaction and removal of the Feasibility Study contingency, Buyer is granted a right of entry on the Property for additional testing that may be necessary to submit an application to the City for a preliminary plat or planned unit development. The Buyer agrees to repair any damage to the Property caused by the Buyer's use of the right of entry. The Buyer agrees to keep all holes dug in the ground covered whenever the holes are not being directly monitored by an individual on the Property. The Buyer further agrees to indemnify, defend, and hold the Seller harmless From and against any and all damages, losses, and expenses arising out of or resulting from any claim, action,or other proceeding that is based upon any negligent act or omission or willful misconduct of the Buyer or its employees or agents, arising in connection with the right of entry. 5. Section 11. of the Agreement shall be amended as follows: 11. DEFAULT AND ATTORNEY'S FEES. (a) Default. (i) In the event Buyer fails, without legal excuse, to complete the purchase of the Property, Seller shall be entitled to all rights and remedies otherwise available at law or in equity. (ii) In the event that Seller fails,without legal excuse, to complete the sale of thu Property, Buyer shall be entitled to all rights and remedies otherwise available at law or in equity. (b i Attorney's Fees and Costs. In the event of litigation or a claim of any kind to enforce any of the terms or provisions herein,each party shall be responsible to pay all of its attorney's fees and costs incurred in bringing or defending the claim or suit. ADDENDUM SIX TO REAL ESTATE PURCHASE AND SALE AGREEMENT BETWEEN YARROW BAY DEV I-LOPMENT,LLC.AND THE CITY OF KENT Page 2 of 2 F 1 6. Except as modified by this Addendum Six, all the terms and conditions of the Agreement will remain in full force and effect. 7. Facsimile signatures on this Addendum Six shall be considered originals. This Addendum Site will take effect on the last date entered below. SELLER,. BUYER: CITY OF KENT YARROW BAY DEVELOPMENT, LLC By:_ ( y: - By:� — Aelhite,Mayor Managing a er Dated:_ = �v —p _ Dated: 5 T_ APPROVED AS TO FORM: By: 1117), Kenl City Attorney i(// Dated:_ 5=S--U!f P%CwdlFfl S%OFenril®WYSI\RFPSA-Adden&,m6 doe ADDENDUM SIX TO REAL ESTATE PURCHASE AND SALE AGREEMENT BETWEEN YARROW BAY DEVI.LOPMLNT,LLC.AND THE CITY OF KENT Page 3 of 2