HomeMy WebLinkAboutAD04-048 - Other - Kent Station, LLC - Recorded Memorandum of Purchase Agreement and Development Agreement - 06/29/2004 RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:
City of Kent
220 Fourth Avenue 20040629001156
Kent, Washington 98030 CHICAGO TITLE AG 2e.e0
Attn: CityAttorney PRGE001 OF 088
Y 00/29/2004 11:22
KING COUNTY. WA
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MEMORANDUM OF PURCHASE AGREEMENT AND DEVELOPMENT
AGREEMENT
GRANTOR: KENT STATION LLC, a Washington limited liability company, as
Developer("Buyer" and"Developer")
GRANTEE: CITY OF KENT, a Washington )municipal corporation, as owner of
the Property("Seller'FI (11 L'Y C�IL��GO TITLE Ii�SU°i;':CE Co.
Legal Description:
REF.
Abbreviated form: Portions of the northwest quarter of the northeast quarter of
Section 24-22-4;
Together with portion of vacated street adjoining.
Additional legal on Exhibit A. (Pas S-S)
Assessor's Property Tax Parcel Account Number(s): 242204-9126-02; 242204-9144-00;
242204-9127-01; 242204-9010-01
THIS MEMORANDUM OF PURCHASE AGREEMENT AND DEVELOPMENT
AGREEMENT (the "Memorandum") is executed this *Zq day of June, 2004 by and
between the CITY OF KENT, a Washington municipal corporation ("City") and KENT
STATION LLC, a Washington limited liability company("Developer").
1. Purchase and Sale Agreement. City and Developer entered into that certain
Real Estate Purchase and Sale Agreement dated as of January 20, 2004, as amended
("Purchase Agreement") whereby City agreed to sell, and Developer agreed to purchase
the real property more particularly described in Exhibit A attached hereto and by this
reference incorporated herein (the "Property") on the terms and conditions therein set
forth, which are by this reference incorporated herein as though fully set forth. A copy of
y 6 T r
the Purchase Agreement is on file at the offices of the City. Except as otherwise expressly
provided in the Purchase Agreement, all covenants, representations, agreements, terms and
provisions contained in the Purchase Agreement shall survive the closing of a sale of all or
any portion of the Property and shall not be deemed to have merged with or into the deeds.
2. Rig! t to Re-Purchase. Pursuant to the provisions of Section 11.1.8 of the
Purchase Agreement, Developer has represented and agreed 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 purposes of Land Speculation as defined in the Purchase
Agreement. The City has certain rights to repurchase the Property and certain rights of
first refusal in connection with a sale of the Property, at a purchase price and on the terms
and conditions set forth in the Purchase Agreement.
3. Development Agreement. City and Developer also entered into a
Development Agreement dated as of January 20, 2004 (the "Development Agreement")
pursuant to which Developer agreed to develop the Property for purposes allowed by the
zoning for the Property and consistent with the MPD (as defined in the Purchase
Agreement) on the terms and conditions set forth in the Development Agreement and the
Purchase Agreement, the terms and conditions of which are by this reference incorporated
herein as though fully set forth. A copy of the Development Agreement is on file at the
offices of the clerk of the City.
4. Covenants Running with the Land. The Purchase Agreement and
Development Agreement each contain certain covenants by Developer pertaining to
Developer's obligations to develop the Property in phases for certain uses approved in the
Development Agreement, subject to the phasing provisions as defined in the Purchase
Agreement provided that mitigation is provided for as required under the Development
Agreement, the PAO and the MPD. Such covenants shall constitute covenants running
with the land and shall be binding on Developer and its mortgagees, successors and
permitted assigns and shall inure to the benefit of City and its successors and assigns.
5. Amendment. This Memorandum may not be modified, amended or
terminated without the prior written approval of both parties except as provided in the
Development Agreement.
6. Waiver. No waiver of any of the provisions of this Memorandum shall be
effective unless it is in writing, signed by the party against whom it is asserted and any
such written waiver shall only be applicable to the specific instance to which it relates and
shall not be deemed to be a continuing or future waiver.
7. Captions. The captions and paragraph headings contained in this
Memorandum are for convenience and reference only and in no way define, describe,
extend or limit the scope or intent of this Memorandum, nor the intent of any provision
hereof,
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8. Definition of Terms. All capitalized terms not otherwise defined herein
shall have the same meaning as set forth in the Purchase Agreement, or, if not defined
therein, as defined in the Development Agreement.
9. Purpose of Memorandum. This Memorandum is prepared for purposes of
recordation only and does not set forth all of the terms and conditions set forth in the
Purchase Agreement or the Development Agreement. In the event there is any conflict
between the terms and conditions of the Purchase Agreement or the Development
Agreement, as applicable, and this Memorandum, the Purchase Agreement or the
Development Agreement, as applicable, shall control.
10. Governing Law. This Memorandum shall be governed by and construed in
accordance with Washington law.
IN WITNESS WHEREOF, the parties hereto have executed this Memorandum as
of the date and year first above written.
"City"
APPROVED AS TO FORM CITY OF KENT, a Washington municipal
corporation
CITY ATTORNEY
By By
-Zee-
Tom Brubaker Name m Urfr
Title AAA-Yo I'
"Developer"
KENT STATION LLC, a Washington
limited liability company
By Tarragon L.L.C., a Washington limited
liability company, its manager
w' �X
oseph D. Blattner
Manager
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STATE OF WASHINGTON )
ss:
COUNTY OF KING )
I certify that I know or have satisfactory evidence th is
th person who appeared before me, and said person acknowled that he signed this instrument,
o stated that he was authorized to execute the instrument and acknowledged it as the
of the City of Kent, a Washington municipal corporation, to be the free
and volun act such party for the uses and purposes mentioned in the instrument.
Dated:
��.'0. j X-/� Z'07-1-4 Z- al
8� Notary Public
44' Print Name
yo{% CTA�/ * My commission expires /.P- —/9-0V
tl *yl
c ,. pl/a Lilt ��
A•
(Use this space for notanal stamp/seal)
STATE OF WASHINGTON )
ss:
COUNTY OF KING )
I certify that I know or have satisfactory evidence that Joseph D. Blattner is the person who
appeared before me, and said person acknowledged that he signed this instrument, on oath stated
that he was authorized to execute the instrument and acknowledged it as manager of Tarragon
L.L.C., a Washington limited liability company, manager of Kent Station LLC, a Washington
limited liability company to be the free and voluntary act of such limited liability company for the
uses and purposes mentioned in the instrument.
Dated:
Notary Public
Print Name
My commission expires
(Use this space for notamal stamp/seal)
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Exhibit A
Legal Description of Property
1077288 KENT STATION LEGAL DESCRIPTION
PARCEL I:
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; THENCE
NORTH 88034'10" WEST ALONG SAID NORTH MARGIN,A DISTANCE OF 321.86
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 01°38'03" 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
89047'49" AN ARC DISTANCE OF 31.35 FEET; THENCE NORTH 88°34'10" WEST
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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 59001148" 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 51009'55" 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 503 F31", 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
01037'15" 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 01°37'08"
PARALLEL WITH THE CENTERLINE OF FOURTH AVENUE NORTH A DISTANCE
OF 303.04 FEET; THENCE NORTH 46°37'26" EAST 25.36 FEET; THENCE SOUTH
88022'52" 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 01038'03" WEST
ALONG THE NORTHERLY PROLONGATION OF SAID WEST MARGIN A
DISTANCE OF 52.04 FEET TO THE POINT OF BEGINNING.
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PARCEL 2:
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 88°36'27"
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 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 04039128",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°38'30" 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; 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 90012'13" 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
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CURVE TO THE LEFT HAVING A RADIUS OF 333.00, THROUGH A CENTRAL
ANGLE OF 90000'55" AN ARC DISTANCE OF 523.16 FEET;THENCE NORTH
88022'52" WEST 280.62 FEET; THENCE NORTH 44°08'44" WEST 25.19 FEET;
THENCE NORTH 00005'23" EAST 163.78 FEET; THENCE NORTH 06°56'26" 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 019708"
EAST ALONG SAID EAST LINE A DISTANCE OF 97.51 FEET;THENCE SOUTH
88022'52" EAST 15.00 FEET; THENCE NORTH 01°37'08" EAST 25.00 FEET;
THENCE NORTH 88022'52" WEST 15.00 FEET; THENCE NORTH 01°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 88°36'27" EAST ALONG SAID
SOUTH LINE A DISTANCE OF 820.00 FEET;THENCE SOUTH 34°49'00" EAST 27.89
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 PARCELS "A", "B", AND "C''; THENCE SOUTH
01038'30" WEST ALONG SAID EAST LINE 30.00 FEET; THENCE NORTH 88°21'30"
WEST 10.00 FEET; THENCE SOUTH 01°38'30" WEST 10.00 FEET; THENCE SOUTH
88021'30" EAST 10.00 FEET TO THE EAST LINE OF SAID PARCELS "A", "Bill AND
loci; THENCE SOUTH 01°38'30" WEST ALONG SAID EAST LINE A DISTANCE OF
661.85 FEET TO THE TO THE POINT OF BEGINNING.
(PARCELS 1 AND 2 ABOVE ARE NOW KNOWN AS LOTS 1 THROUGH 9,
INCLUSIVE, OF CITY OF KENT BOUNDARY LINE ADJUSTMENT NO. LL-2004-
16,RECORDED UNDER RECORDING NUMBER 20040625900004, RECORDS OF
KING COUNTY, WASHINGTON.)
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