HomeMy WebLinkAboutAD04-048 - Other - Kent Station, LLC - Amended and Restated License Agreement - 12/08/2005 Records Man-.--- gem e_er'
KENT Document
WASH I NGTON
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, if you have questions, please contact City Clerks Office.
Vendor Name: 10Ln S f(A�l (1 LLC Vendor Number:
JD Edwards Number
Contract Number: $ppy_0yk
This Is assigned by Deputy City Clerk
Description: A r`mc-n ,l ► ne-o 1 10 O ce'ns e r l l e fm-ch 1 [Gr krr-'t S fd1''n
Detail: Allows dP-UelnpN to malte imp ioyrnrnf and r, toole «OryCtim
Sfti} en I AY)d Odl ovjned b ' ('� keel
Project Name: kf-iJ S f el fi'r-n
Contract Effective Date: T (I 7, 2-0 0 "I Termination Date: U P Gertz p�VL 31 , 2 00-5
Contract Renewal Notice (Days):
Number of days required notice for termination or renewal or amendment
Contract Manager: Naih1, n —rOyA S m Department: AJIWY)
Abstract:
S Public\RecordsManagemeni\Forms\ContractCover\ADCL7832 07102
AMENDED AND RESTATED LICENSE AGREEMENT
THIS AMENDED AND RESTATED LICENSE AGREEMENT (the "Agreement") is
made and entered into effective as of this $B'` day of a Cent bt r , 2005 by and among the
CITY OF KENT, a Washington municipal corporation (the "Licensor"), and KENT STATION,
LLC, a Washington limited liability company (the "Licensee").
RECITALS
A. Licensor and Licensee entered into that certain Real Estate Purchase and Sale
Agreement dated January 20, 2004, as amended by Addendum One, (hereinafter collectively
referred to as the "Purchase Agreement"). All capitalized terms contained herein that are not
otherwise defined shall be given the definition contained in the Purchase Agreement.
B. Pursuant to the terms of the Purchase Agreement, the Property that is the subject
of the Purchase Agreement will be developed in phases and will be known collectively as "Kent
Station" or the "Kent Station Project" Effective as of June 22, 2004, Kent Station, LLC,
assigned a partial interest in the Purchase Agreement to Tarragon-Kent Station Phase I, LLC
("TKSP") for purposes of acquiring the Initial Takedown Parcel. Pursuant to a Memorandum of
Operation Agreement executed by TKSP on June 29, 2004, TKSP has delegated to Licensee the
responsibility and obligation for constructing and developing the Kent Station Project.
C. Accordingly, Licensee will cause certain improvements to be constructed on the
Initial Takedown Parcel in accordance with the terms of the Purchase Agreement and the
Development Agreement and MPD.
D. The Licensee desires to use a portion of the Licensor's property (hereinafter the
"License Area") as a construction staging and storage area, as an area within which to park
construction and employee vehicles, for ingress and egress to the abutting public street and for
the other purposes set forth in Section 2 below. The License Area that Licensee desires to use
for such purposes is identified on the map attached by "Exhibit A", and is included within the
legal description attached as "Exhibit B" ("Licensor's Property"), both of which is attached
hereto and made a part hereof.
E. Pursuant to Article 5.1 of the Purchase Agreement, Licensor has agreed to operate
Licensor's Property in such a way that is consistent and compatible with the development
associated with the Kent Station Project. Licensor and Licensee now desire to enter into this
Agreement for purposes of facilitating the construction of improvements on the Initial Takedown
Parcel and for future development of and construction of "Phase II" (i.e. development on the
remaining Takedown Parcels) on Licensor's Property.
F. This License Agreement amends and restates in its entirety that certain License
Agreement entered into by the parties which became effective on or about July 7, 2004
NOW THEREFORE, in consideration of the mutual terms, covenants and conditions
contained herein and for other good and valuable consideration the receipt and sufficiency of
which is hereby acknowledged, the Licensor and Licensee hereby agree as follows.
1. Incorporation. The above Recitals are incorporated herein as if set forth at length
at this point.
2. Grant of License; Use.
a. Subject to the terms and provisions of this Agreement, the Licensor hereby
grants to the Licensee, and the Licensee hereby accepts, an exclusive license (the "License") to
use the License Area for the following purposes:
i. A construction staging and storage area for the storage of normal
and usual construction materials.
ii. Construction and employee vehicle parking.
iii Installation of temporary leasing signage for the Project. Leasing
signage shall be located on Licensor's Property at the locations defined for "site identification
features" on the approved MPD Site Plan, or at such other locations as may be approved from
time to time by Licensor. These areas are part of the License Area but will not be barricaded or
separated from the general public except during such time as work is being performed in these
areas.
iv. Providing ingress and egress to the public streets abutting the
License Area.
V. Construction of certain permanent and temporary common area
improvements as contemplated by and required under the Development Agreement and MPD as
a condition to the acquisition and construction of the Kent Station Project on the Initial
Takedown Parcel and on the Phase II property.
vi. Construction and grading activities necessary to prepare the Phase
II development of the Kent Station Project for construction of permanent buildings and
improvements.
b. The portions of the License Area used by Licensee from time to time, and
the portions of the License Area for which Licensee shall be responsible under this Agreement
shall be separated and/or barricaded from the general public during such time(s) as construction
activity is occurring in the respective areas as denoted on the map attached hereto as Exhibit A.
During these periods, separation or barricading shall be provided by fencing, construction
barricades, and/or tape, except as otherwise noted herein.
C. All Licensee's personal property of every kind of description which may at
any time be upon the License Area shall be at Licensee's sole risk and Licensor shall not be
liable for any damage to or loss of said property caused in any manner whatsoever, except to
extent caused by Licensor's sole negligence.
3. Term. This Agreement and the Licensee's rights hereunder, shall expire on the
earliest to occur of (a) purchase of the Phase II Property, (b) December 31, 2005, or (c) the
termination of the Purchase Agreement due to Licensee's failure to timely purchase the Phase II
property under the Purchase Agreement. Notwithstanding the foregoing, Licensor agrees to
amend this License Agreement to extend the term thereof to a mutually agreeable date if
necessary pursuant to Licensee's rights under the Purchase Agreement. The portion of
Licensor's Property to be included in any such amendment shall be mutually agreed to by
Licensor and Licensee, acting reasonably and in good faith.
4. Insurance and Indemnification.
a. Licensee shall, at its sole cost and expense,procure and continue in force a
Commercial General Liability Insurance policy providing limits of not less than Two Million
Dollars ($2,000,000.00) combined single limit of liability applicable to both bodily injury and
property damage per occurrence and in the aggregate Any insurance policies required hereunder
shall name Licensor as an additional insured and Licensee shall furnish Licensor evidence of said
insurance coverage prior to Licensor's execution of this Agreement.
b In addition to the foregoing, Licensee shall indemnify, defend and hold
Licensor harmless from and against any loss, cost, damage, injury, expense (including reasonable
attorney's fees), cause of action, arbitration, claim and/or lien arising, filed or made against or
incurred by Licensor arising or incurred by reason of the acts or omissions of Licensee, its
agents, employees, contractors, sub-contractors, invitees or licensees in the actual use of the
License Area or the exercise of the License rights granted hereunder and/or the failure of the
Licensee to promptly perform all or any of its obligations under this Agreement. The foregoing
indemnification shall not cover any loss, cost, damage, injury, expense (including attorneys'
fees), cause of action, arbitration, claim or lien to the extent the same is caused by the negligent
act or omission of Licensor, its employees or agents, nor shall it apply to use of the License Area
by third parties unrelated to Licensee, and/or not under contract with Licensee for the
construction or development of the Kent Station Project The provisions of this Section 5(b)
shall survive the expiration or earlier termination of this Agreement
5. Removal of Licensee's Property and Restoration and Repair of License Area.
Prior to the expiration of this Agreement, and within thirty (30) days after the earlier termination
of this Agreement (if applicable), and except for the permanent improvements described in
Section 2.a v-vi above, the Licensee shall remove all of the Licensee's equipment, materials,
vehicles, and other property located on the License Area and shall restore the License Area to a
level, graded surface. All such removal and restoration work shall be undertaken by Licensee in
a good and workmanlike manner, without hens or cost to the Licensor.
6. Specific Performance, No Consequential Damages. In the event of a breach or
default, or threatened breach or default, by Licensee under this Agreement, the Licensor shall
have the right, in addition to all other rights under law or in equity, to obtain an injunction and
enforce specific performance against Licensee
7. Time Time is of the essence under this Agreement.
8. No Interest in Licensor's Property. The Licensee recognizes and agrees that
Licensee has a license only and has no real property, leasehold or easement rights in the
Licensor's Property, including but not limited to the License Area, by reason of this Agreement
or the License rights created hereunder. Neither this Agreement nor any memorandum, short
form or other document directly or indirectly referencing this Agreement or the License rights
created hereunder shall be recorded by Licensee.
IN WITNESS WHEREOF, the parties hereto have executed this License the day and year
first above written.
LICENSOR:
THE CITY OF KENT,
A Washington Mumc' rp tion
By.
Its.
rl
APPROVED AS TO FORM.
CITY ATTORNEY
By:
om Brubaker
LICENSEE:
KENT STATION, LLC
A Washington Limited Liability Company
By Tarragon L.L.C,
A Washington Limited Liability Company
Its Mana
EXHIBIT A
-- -- - —� _
-------------------"
III
i1 1
License
j r
Area
I
O
)li -_'
J� 1 I 1 l 1!iJill l;�I Ellil'
-- Cam—
III
I 1
1111 4
1�I 1
`ItI 11
{IE � `y_ • II
�Witlf{1� 111{111 I\
sy i
i ! g _ _ Y'Mfl.Yl _f _ _ ___ ____
`�Iglllllllllgl
MASTER SITE PLAN KENT STATION
NOT TO SCALE SEPTEMBER 29,2005
EXHIBIT B
City's Property Legal Description
Lots 1, 7 and 9 of City of Kent Lot Line Adjustment LL-2004-16 Recorded under King County
Recording Number 20040625900004.
CONSENT OF OFFICERS AND OWNERS
OF
RAMSAY WAY COMMERCIAL CONDOMINIUM OWNERS' ASSOCIATION
Pursuant to RCW 24.03 120 and RCW 24 03 075, the undersigned,being the Directors of
RAMSAY WAY COMMERCIAL CONDOMINIUM OWNERS' ASSOCIATION, a
Washington Non-Profit Corporation (the "Corporation"), and the two Unit Owners of the
Ramsay Way Commercial Condominium, hereby consent to the following actions in lieu of a
meeting:
RESOLVED, that the Directors and Unit Owners hereby approve the attached Amended
and Restated Cross Easement Agreement in substantially the form attached, which shall replace
Parcel B of the Condominium Property (the "Amended Cross Easement Agreement"), and
hereby authorize and two (2) of the Officers of the Corporation, to execute them and to cause
them to be recorded against the Condominium.
RESOLVED, that the Directors and Unit Owners hereby agree to amend the
Condominium Declaration for Ramsay Way Commercial Condominium dated as of August 2,
2005, and recorded under King County Recording Number 20050803001241 (the
"Declaration"), following the recordation of the Amended Cross Easement Agreement to
substitute the legal description to change Parcel B to the Amended Cross Easement Agreement,
IN WITNESS WHEREOF, the undersigned Unit Owners and Directors of the
Corporation have executed this Consent effective as of the_rday ofD Co3 �, 2005.
Unit Owners
COLLEGE: TARRAGON:
State of Washington, State Board for Tarragon-Kent Station Phase I, LLC, a
Community and Technical Colleges, Washington limited liability company
Green River Community College By- Tarragon, LLC,
Its Manager
21 :�
Acting through the Department of
General Administration .j-
Date: %T.z 3 , 2005
Mark L. Lahaie, Real Estate Services Manager
Division of State Services
Date- 2005
Robert A. Bippert,Assistant Director
51097\0100M75492 V01 ADL
Division of State Services
APPROVED AS TO FORM:
Real Estate Agent
Division of State Services
Date: ,2005
Directors/Officers
ri;un J n��en, Preside and Director
Joh rods, Secretary and Director
Sam Ball, Vice President and Director
510971010011275492 V01 ADL
EXHIBIT A
Amended and Restated Cross Easement Agreement
51097%0100 1\275492 VOI ADL
CONSENT OF OFFICERS AND OWNERS
OF
RAMSAY WAY COMMERCIAL CONDOMINIUM OWNERS' ASSOCIATION
Pursuant to RCW 24.03.120 and RCW 24 03.075, the undersigned, being the Directors of
RAMSAY WAY COMMERCIAL CONDOMINIUM OWNERS' ASSOCIATION, a
Washington Non-Profit Corporation (the "Corporation"), and the two Unit Owners of the
Ramsay Way Commercial Condominium, hereby consent to the following actions in lieu of a
meeting:
RESOLVED, that the Directors and Unit Owners hereby approve the attached Amended
and Restated Cross Easement Agreement in substantially the form attached, which shall replace
Parcel B of the Condominium Property (the "Amended Cross Easement Agreement"), and
hereby authorize and two (2) of the Officers of the Corporation, to execute them and to cause
them to be recorded against the Condominium.
RESOLVED, that the Directors and Unit Owners hereby agree to amend the
Condominium Declaration for Ramsay Way Commercial Condominium dated as of August 2,
2005, and recorded under King County Recording Number 20050803001241 (the
"Declaration"), following the recordation of the Amended Cross Easement Agreement to
substitute the legal description to change Parcel B to the Amended Cross Easement Agreement.
IN WITNESS WHEREOF, the undersigned Unit Owners and Directors of the
Corporation have executed this Consent effective as of the_day of , 2005.
Unit Owners
COLLEGE: TARRAGON:
State of Washington, State Board for Tarragon-Kent Station Phase I, LLC, a
Community and Technical Colleges, Washington limited liability company
Green River Community College By Tarragon, LLC,
Its Manager
By:
Acting throng the Department of
Ge imstr Title:
Date: 2005
Robert A Bippert
Senior Deputy Assistant Director
Buildings, Grounds and Real Estate Services
Date. /�B�S 2005
5 1 0 9710 1 00D275492 V01 ADL
Pat Lee
Senior Assistant Director
Buildings, Grounds andReal Estate Services
U Date: l pl ' 0 , 2005
APPROVED AS TO FORM:
1
L �
Brian Buchholz,Attorney General
Date: �- -� , 2005
Directors/Officers
Knstin Jensen, President and Director
John Hinds, Secretary and Director
Sam Ball, Vice President and Director
R
5109710100IQ75492 V01 ADL
EXHIBIT A
Amended and Restated Cross Easement Agreement
5 1 0 9710 1 0W275492 V01 ADL