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Home My WebLink AboutAD04-048 - Other - Tarragon - Correspondence Regarding Kent Station, LLC Real Estate Purchase - 06/21/2004 _ a _ n TARRAGON June 21, 2004 VIA FACSIMILE AND MAIL D E C E If V E City of Kent E 2 3 a004 220 Fourth Avenue Kent, WA 98030 Attn: City Clerk CITY OF KENT CITY CLERK With a copy to: City of Kent 220 Fourth Avenue Kent, WA 98030 Attn: Mr. Tom Brubaker,City Attorney Re: Kent Station Real Estate Purchase and Sale Agreement Dear City Clerk&Mr. Brubaker: In regards to that certain Real Estate Purchase and Sale Agreement dated January 20, 2004, as amended by Addendum No. 1 dated as of May 3, 2004 (collectively the "Agreement"), by and between the City of Kent (the "City") and Kent Station LLC, and in response to the letter from Mr. Tom Brubaker, City Attorney, of June 14, 2004, this letter is to inform you that the undersigned hereby conditionally waives the feasibility conditions under Section 3.2.3 of the Agreement. This waiver is conditioned on the following: 1. Kent Station LLC hereby waives the requirement for obtaining leasing and/or sale commitments of 75,000 square feet of retail and office uses as it relates to the waiver of the Developer Feasibility Period, subject to the City's agreement to waive the requirement as a condition for closing as depicted in Section 7.1.5 of the Agreement. To support this request for the City's waiver, attached is a copy of the signature page of the lease as executed with American Multi-Cinema, Inc. ("AMC") for roughly 60,000 square feet. Also attached is a non-binding Letter of Understanding with Green River Community College for roughly 20,000 square feet. 2. The City shall warrant that is has removed contaminated soil from two sites on the Property as referenced in Section 5.2 of the Agreement, has backfilled the excavations to grade and has paid all costs associated with said removal and backfill. 3. The City shall pay any costs associated with the monitoring and remediation of the nitrates, if necessary,pursuant to any directives as issued by any governmental authority or as necessary 1000 Second Ave,Suite 3200 ORIGINAL 206 233 96001P4 _ 206 233 0260 F www tarragon cam June 21,20N Page 2 n to get four consecutive quarters of groundwater monitoring results at MW-7 below nitrate clean-up levels acceptable to the Department of Ecology. 4. The City, at City's expense, shall continue monitoring 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 (4) consecutive quarters all as described in Section 5.2 of the Agreement. The City's obligation under Sections 3 and 4 to monitor groundwater shall also be satisfied if the Department of Ecology accepts less than four quarters of monitoring results as the basis for a no further action letter. Note that MW-7 and MW-10 will need to be relocated as part of the construction on the Initial Takedown Parcel. Pursuant to the Agreement, City agrees to relocate, at City's expense, MW-7 and MW-10 at such time as requested and in such a manner (neither of which shall be considered unreasonable) that will not impact the integrity of the recent testing as it relates to the City's testing requirements or the requirements of any governmental authority. 5. The City, at City's expense, shall decommission MW-7 and MW-10 at such time as the test results in monitoring MW-7 and MW-10 has produced results that indicates 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(4)consecutive quarters. ` 6. Kent Station LLC will provide the City with copies of all information as submitted or intended to be submitted to the Department of Ecology (DOE) in its effort to obtain a "No Further Action" (NFA) letter. Kent Station LLC will provide these documents to the City at least five (5) business days before submitting to DOE. Should DOE require a more timely submittal of information, Kent Station LLC shall have the right to submit said information to DOE, but will use its best efforts to allow the City prior review. Otherwise, Kent Station LLC will further provide the City with a reasonable opportunity to discuss these documents and to suggest changes in timing, content, or form. Kent Station LLC, however, will have full final decision-making authority regarding the timing, content, or form of these document submittals,and the City's authority will only be advisory. 7. So long as there is no default by Kent Station LLC under the Agreement, the City and Kent Station LLC shall each be fifty percent (501/6) responsible for payment of all deductibles associated with the City's AIG environmental liability policy to the extent that policy pays a "Loss"with respect to the"Property"as defined in the Agreement. 8. The City, Kent Station and AMC Theatres shall approve the Design Guidelines and Sign Guidelines to be attached to the CC&R's prior to closing. We look forward to working through the final issues towards closing. If the aforementioned is acceptable, we are prepared to sign closing documents on June 28, 2004 with recording and funding June 21,2004 Page 3 n to occur on June 29, 2004. Should you have any questions or comments, please do not hesitate to call. Very truly yours, KENT STATION LLC,a Washington limited liability company By: Tarragon L.L.C.,a Washington limited liability company, its Manager By: Dennis L. Rattie Its: Vice President cc: Nathan Torgelson Sue Stevens Anne Lawler Joe Blattner (all via fax and mail) AGREED AND ACCEPTED: CITY OF KENT, a Washington municipal corporation Tom Brubaker,City Attorney Date: O ZI 104 06-14-04 01:OPM FRW-TARRAODN 2062330280 T-915 P 01/03 F-487 n FACSIMILE TRANSMITTAL TMRAGON rr i Sarah Streeter for To: City Clerk From: Dennis Rattie Company: City of Kent Date: Monday,June 1412004 Fax:_ (253)85"725 Pates: 3 CC: Email- Subject: Kent Station Please find attached a letter relating to the Kent Station project. 1000 Second Are.,Suite 32M Seattle,WA 98104 ZMZ33.9600 P 441316M F wwwaomogonmm 06-14-04 01:47PM FROWTARRAG011 2062330260 T-915 P 02/03 F-467 n June 14, 2004 TARRAGON VIA FACSIMILE ANTI MAM City of Kent 220 Fourth Avenue Kent, WA 98030 Attn: City Clerk With a copy to: City of Kent 220 Fourth Avenue Kent,WA 98030 Ann: Mr.Tom Brubaker,City Attorney Re: Kent Station Real Estate Purchase and Sale Agreement Dear City Clerk&Mr.Brubaker: In regards to that certain Real Estate Purchase and Sale Agreement dated January 20,2004, as amended by Addendum No. 1 dated as of May 3, 2004 (collectively the "Agreement"), by and between the City of Kent (the "City") and Kent Station LLC, this letter is to inform you that the undersigned hereby conditionally waives the feasibility conditions under Section 3.2.3 of the Agreement. This waiver is conditioned on the following: l. Kent Station LLC hereby waives the requirement for obtaining leasing and/or sale commitments of 75,000 square feet of retail and office uses as it relates to the waiver of the Developer Feasibility Period, subject to the City's agreement to waive tht requirement as a condition for closing as depicted in Section 7.1.5 of the Agreement. 2. The City shall warrant that is has removed contaminated soil from two sites on the Property as referenced in Section 5.2 of the Agreement, has backftlled the excavations to grade and has paid all costs associated with said removal and backfill. 3. The City, at City's expense, shall continue monitoring 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 all as described in Section 5.2 of the Agreement. 4. The City, at City's expense, shall decommission MW-7 and MW-10 at such time as the test results in monitoring MW-7 and MW-10 has produced results that indicates levels of nitrate 1000 Second Ave,Suite 3700 Seomo,WA 98104 206 233 9600 F 206.233 0260 F 5109M2761259036 V01 ADL www,larrogon.com 06-14-04 01:47PN FROM-TARRAGON 2082330200 T-916 A 03/03 F-467 June 14,2004 Page 2 n 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. 5. Kent Station LLC and its assigns, which shall include at a minimum, its lender(s) and equity partners, shall be "named insureds" on the City's environmental liability policy as referenced in Section 5.2 of the Agreement. 6, The City shall be responsible for payment of all deductibles associated with the City's environmental liability policy. 7. Kent Station LLC shall successfully obtain Pollution Legal Liability (PLL) coverage for the known conditions currently excluded from the City's environmental liability policy and successfully increase the limits for the unknown conditions as identified in the City's environmental liability policy or the City shall agree to unconditionally indemnify Kent Station LLC for all costs associated with the Environmental Concerns until such time as a No-Further Action(NFA) letter is obtained from the Department of Ecology. S. The City, Kent Station and AMC'Theatres shall approve the Design Guidelines to be attached to the CC&R's prior to closing. We look forward to working through the final issues towards closing. Should you have any questions or comments,please do not hesitate to call. Very truly yours, KENT STATION LLC,a Washington limited liability company By: Tarragon L.L.C„a Washington limited liability company,its Manager By, _ Dennis L. Rattle Its: Vice President cc: Nathan Torgelson Dave Blanchard Sue Stevens Anne Lawler (all via fax and mail) S1097Y)P-76\1.58036 V01 ADL