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HomeMy WebLinkAboutAD04-048 - Other - Kent Station, LLC - Non-Foreign Certification - 12/09/2005 NON-FOREIGN CERTIFICATION —TRANSFEREE AND TRANSFEROR This form is provided so that the buyer and/or seller in this transaction can certify compliance with the Foreign Investment in Real Property Tax Act to the escrow agent and/or buyer Transferee/Buyer must retain a copy of this document until after the fifth taxable year following the transfer I. Certification of Non-Foreign Status by Entity Section 1445 of the Internal Revenue Code provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. For U S tax purposes (including Section 1445), the owner of a disregarded entity (which has legal title to a U.S, real property interest under local law) will be the transferor of the property and not the disregarded entity To inform the transferee that withholding of tax is not required upon the disposition of a U.S real property interest, the undersigned hereby certifies the following on behalf of the transferor/seller 1. CITY OF KENT is not a disregarded entity as defined in paragraph 1 1445- 2(b)(2)(in). 2. CITY OF KENT's U.S. employer identification number is q - 6 0 0 12.S q and 3 The office address is: 220 Fourth Avenue S. Kent, WA 98032 The transferor/seller understands that this certification may be disclosed to the Internal Revenue Service by transferee and that any false statement contained herein could be punished by fine, imprisonment, or both. Under penalties of perjury I declare that I have examined this certification and to the best of my knowledge and belief it is true, correct, and complete, and I further declare that I have authority to sign this document on behalf of seller. Date. i 2.-- 9 - 0 5 CITY OF KENT, _ a W#15-bgtonpunMt By. Its i After Recording Return to: Anne DeVoe Lawler Jameson Babbitt Stites & Lombard, PI L C. 999 Third Avenue, Suite 1900 Seattle, WA 98 104-4001 Document Title or Titles: Amended and Restated Cross Easement Agreement Reference Nos. of Documents Assigned or Released: 20040629001163 Name of Grantor: Tarragon-Kent Station Phase I, LLC; Ramsay Way Commercial Condominium Owners Association; and the City of Kent Name of Grantees: Tarragon-Kent Station Phase I, LLC; Ramsay Way Commercial Condominium Owners Association; and the City of Kent; Pages referencing additional names: None Abbreviated Legal Description: Portions of the northwest quarter of the northeast quarter of Section 24-22-4 Additional Legal Description Found On: Exhibits A,A-1,and B Assessor's Property Tax Parcel Number or Account Number: 2422045-9126-02; 242204-9144-00; 242204-9127-0 1; 242204-9010-01 i AMENDED AND RESTATED CROSS I EASEMENT AGREEMENT AMENDED AND RESTATED CROSS EASEMENT AGREEMENT This Amended and Restated Cross Easement Agreement (this "Agreement"), dated for reference purposes the ��h day of Dere-nbs-r, 2005, is by and between TARRAGON-KENT STATION PHASE I, LLC, a Washington limited liability company ("TKSP-1"); RAMSAY WAY COMMERCIAL CONDOMINIUM OWNERS ASSOCIATION, a Washington non-profit corporation (the "Association"); and THE CITY OF KENT, a Washington municipal corporation("City'). RECITALS A. Tarragon-Kent Station Phase I, LLC owns the real property described in attached Exhibit A (the "TKSP-1 Property'), which it acquired from the City The Association owns the property described in the attached Exhibit A-1, which was developed into a condominium project by TKSP-I (the "Condominium Property') B. City owns the real property described in attached Exhibit B, (the "City Property'), as well as the right-of-way shown on the attached site plan, Exhibit C (the "right-of-way'). C. The City Property together with the TKSP-I Property and the Condominium Property are collectively referred to as the "Kent Station Project". The legal lots within the Kent Station Project are referred to as "Parcels". D. The City, TKSP-I, and the Association, and their respective successors and assigns are referred to individually as a"Party' or collectively as the"Parties". E. The City and TKSP-I entered into that certain Cross Easement Agreement recorded under King County Recording No. 20040629001163 (the "Agreement"). The Association is a successor in interest to TKSP-I under that Agreement with respect to the Condominium Property F. TKSP-I, the Association, and the City desire to amend and restate the Agreement with this reciprocal Amended and Restated Cross Easement Agreement (the "Amended Agreement") in order to confirm and amend certain reciprocal, cross and non- exclusive easements which benefit and burden each property for the benefit of their respective owners, tenants, successors and assigns. Now, therefore, for and in consideration of the mutual covenants and conditions set forth herein, TKSP-I, the Association, and City hereby agree as follows: AMENDED AND RESTATED CROSS 2 EASEMENT AGREEMENT 1. Reciprocal Easements. A. Platted Lots. TKSP-I, the Association, and the City each hereby reserve, establish and grant to and for the benefit of themselves, future owners and occupants of space in the Kent Station Project, their successors and assigns and their respective customers, invitees and employees, non—exclusive easements (the "Reciprocal Easements") through each legal lot within the Kent Station Project on the areas as shown on the attached Site Plan (attached hereto as Exhibit Q (and as it may be amended from time to time) 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 Kent Station Project, including but not limited to 2°d 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 Kent Station Project 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. 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 Kent Station Project, (b) shall be located within five (5) feet of the boundary of each legal lot constituting a part of the Kent Station Project to the extent feasible, (c) shall not interfere with the use, occupancy or development of any parcel constituting a portion of the Kent Station Project, 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 the TKSP-I, as it is developed, in compliance with all requirements of law, including, but not limited to, the MPD, the PAO, the SEIS and the Development Agreement for the Kent Station Project, the terms and conditions of which are incorporated herein by reference However, before TKSP-I implements or constructs within any of the easements described above on City-owned property, the TKSP-I shall first obtain written approval from the City, which approval will not be unreasonably withheld. B. Riaht-of-Way. i. Pedestrian Crossina. The City hereby grants TKSP-I, and the Association, an easement for pedestrian ingress, egress and access across Ramsay Way at the locations shown on the attached site plan (Exhibit C-1). TKSP-I shall install a raised and decorative concrete crossing area in this location. AMENDED AND RESTATED CROSS 3 EASEMENT AGREEMENT e ii. Underground Utilities. The City also grants TKSP-I an easement under Ramsay Way at the locations shown on the attached site plan (Exhibit C- 1) for the installation, operation, maintenance and repair of water and storm water drainage systems, 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 t'n:.Teto. iii. Awnings. The City hereby grants TKSP-1 and the Association an easement to install awnings on TKSP-I's buildings and on the Association building (at locations shown on the site plan — Exhibit C-1) that extend over the City's sidewalks. iv. Landscaping. The City hereby grants TKSP-I an easement to install, maintain and replace landscaping within the City's right -of -ways along Temperance and First Avenue at the locations shown on the site plan (Exhibit C-1)and in accordance with the landscape plans approved under permit #RECC 2050001 and in other plans as approved by the City in connection with the Kent Station Project. V. Sidewalk. The sidewalk being constructed by TKSP-I along West James Street is located partially in the right-of-way and partially on TKSP-I real property. The portion of the sidewalk in the right-of-way is identified on the site plat, Exhibit C-1, and TKSP-I has agreed to maintain this area in conjunction with its maintenance of the portion of the sidewalk located on the private property. vi. Modification of Right-of-Way. The execution of this Amended Agreement shall not affect the City's right to modify the right-of-way as part of a street realignment or widening project. If the City should at any time determine that a portion, segment, or all of the affected areas shown on the site plan (Exhibit C-1) should be removed, replaced, or modified to permit either the realignment or widening of the street within the right-of-way for public purposes (provided that any such street widening leaves legally adequate sidewalks adjacent to existing buildings), then the City shall provide TKSP-I and the Association at least one hundred twenty (120) days written notice that TKSP-I and the Association must remove, replace, or modify the improvements on their respective properties allowed in subsection (i) through (v) above (hereafter the "Improvements"). If TKSP-I or the Association fails to act in accord with the written notification, the City may take the required action and TKSP-I and/or the Association (as applicable) shall reimburse the City within thirty (30) days of demand for all reasonable and necessary costs and expenses incurred to remove, replace, or modify the Improvements on their respective properties The liability of TKSP-I and the Association shall extend only to the costs of removing, replacing m, or modifying the Improvements and not to the costs and expenses associated with the Street realignent or widening project. AMENDED AND RESTATED CROSS 4EASEMENT AGREEMENT vii. Maintenance Obligations. In order to ensure the proper maintenance of the Improvements within the City's right-of-way, the City shall have the right as provided below, but not the obligation, to maintain the Improvements should TKSP-1 or the Association (as applicable) fail to do so within ten thirty (30) days of receipt of written notice from the City that maintenance is necessary. However, no notice shall be required in the event that the City determines that an emergency exists that may cause damage to person or property if the situation is not remedied in a time period shorter than the time required for notice. If the City provides notice in writing, but TKSP-I or the Association (as applicable) fails or refuses to perform any necessary maintenance as reasonably requested by the City, the City may undertake the necessary maintenance to the City's reasonable satisfaction. If the City reasonably exercises its rights under this subsection (vii), then TKSP-I or the Association (as applicable) shall reimburse the City within thirty (30) days of written demand for all reasonable and necessary related expenses, including all reasonable legal costs, attorney's fees, and reasonable administrative costs. If TKSP-I or the Association fails to pay the required amount the City shall have the right to attach and collect a hen as per Chapter 35.67 RCW. In addition, if TKSP-I or the Association (as applicable) fails or refuses to perform the necessary maintenance, the City may enjoin, abate, or remedy the breach or a continuation of breach by appropriate proceedings, and may bring action for penalties as provided by law. 2. Term of Reciprocal Easement. The Reciprocal Easements regarding the platted lots per Section LA above shall commence on the date hereof and shall terminate only upon agreement of all of the owners of the Parcels located within the Kent Station Project, but in no event sooner that the termination of the Kent Station CC&Rs recorded on even date herewith The Easements regarding the right-of-way per section I.B. shall run with the land in perpetuity until and unless a release of the Easements is recorded by the parties. 3. Use of the Reciprocal Easement. The use and maintenance of the Reciprocal Easement areas per Section LA above, within the Kent Station Project shall be in accordance with the Kent Station CC&Rs The Reciprocal Easement areas are deemed to be "common areas" under the Kent Station CC&Rs Costs for the maintenance and repair of the Reciprocal Easement areas shall be addressed as set forth in Section 7.4 of the Kent Station CC&Rs. 4. Relocation of Utility Easements. Except as set forth in Section 1.B.ii above, the property Owner of each Parcel burdened by these easements within the Kent Station Project shall have the right to relocate and adjust any utility easement at its sole cost and expense, provided that any such relocation shall be performed with the prior written consent of the owners of any Parcels benefited by these easements, which consent shall not be unreasonably withheld or delayed so long as the party seeking to relocate a utility also (a) does not cause any disturbance to any existing occupants and businesses AMENDED AND RESTATED CROSS 5 EASEMENT AGREEMENT located on the benefited Parcels; (b) indemnifies, defends and holds the benefited Parcel owner harmless from and against any and all damages, claims, injuries and costs (including attorneys fees and costs) with respect to activities related to the relocation; (c) immediately repairs and replaces any area disturbed by the relocation with the same or comparable improvements as have been disturbed; and (d) complies with all applicable laws,rules and regulations as well as all applicable terms of the Kent Station CC&Rs. 5. Latecomer Fees. The easements granted herein are reciprocal and there will be no further consideration paid or reimbursement of costs incurred for such easement rights; provided, however, that TKSP-I or any subsequent private-party purchaser of a parcel within the Kent Station Project shall be entitled to enter into latecomer agreements to the extent allowed under the Development Agreement, recorded of even date herewith. 6. Indemnification. To the extent permitted by law, each Party and its successors and assigns hereunder shall indemnify, defend and hold harmless the other Party, its successors and assigns (for the purposes of this Section 6, the "Indemnifying Party"), from and against any and all claims, losses, causes of action, suits, damages, liabilities, costs and expenses (including reasonable attorneys' fees) incurred by or asserted against the Indemnifying Party, including without limitation claims for bodily injury, death, or property damage, arising out of, related to or in any way connected with (i) the use of the Easements granted herein caused by the negligent acts or omissions of the Indemnifying Party, its agents, contractors or employees and (ii) breach of this Agreement by the Indemnifying Party, its agents, contractors or employees. Notwithstanding the foregoing, with respect to the City only, and not with respect to any of the City's successors or assigns, the City's indemnification obligations hereunder shall be limited to matters arising out of the City's sole negligence. EACH PARTY EXPRESSLY AND SPECIFICALLY WAIVES THEIR IMMUNITY AND DEFENSES AS AN EMPLOYER UNDER INDUSTRIAL INSURANCE TITLE 51 R.0 W, DISABILITY BENEFIT, AND SIMILAR LAWS, BUT THIS WAIVER IS SOLELY FOR THE PURPOSE OF GIVING FULL FORCE AND EFFECT TO THE FOREGOING INDEMNITY AND IS NOT INTENDED TO BENEFIT ANY THIRD PARTIES, INCLUDING EMPLOYEES, NOT A PARTY TO THIS AGREEMENT. THIS WAIVER HAS BEEN MUTUALLY NEGOTIATED BY THE PARTIES. 7. Notices. Any notice required by the terms hereof shall be delivered or sent by: (i) first class, registered or certified mail, postage prepaid, return receipt requested, (ii) nationally recognized overnight carrier, or (iii) personal delivery and shall be addressed to the address of the party set forth below with copies to the parties designated below or to such other address as either party may designate by notice pursuant to this Section. Any notice transmitted in the manner described above shall be AMENDED AND RESTATED CROSS 6 I EASEMENT AGREEMENT deemed given when personally delivered, upon delivery by the designated carrier, or on the third(3rd)business day after mailing, whichever occurs first 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 If to TKSP-1: 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 If to the Association: c/o Tarragon L.L.C. Attn: Kristin Jensen 1000 Second Ave., Suite 320 Seattle, WA 98104 Fax: (206) 233-0260 8. Counterparts; Binding Effect. This Amended Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same document. 9. Run with the Land. This Amended Agreement constitutes a covenant running with the land and shall benefit and burden the City Property, the Condominium Property, and the TKSP-I Property respectively, and shall pass to each successor and assign of such TKSP-I Property, the Condominium Property, and the City Property as a right and obligation of title and ownership. AMENDED AND RESTATED CROSS 7 EASEMENT AGREEMENT 10. Right to Enjoin In the event of any violation or threatened violation of any of the provisions of this Amended Agreement by a party hereto, the other party shall have the right to apply to a court of competent jurisdiction for an injunction against such violation or threatened violation. 11. Amendments. No alteration, modification, or interpretation of this Amended Agreement shall be binding unless in writing and signed by both parties. If any interest created by this Amended Agreement would, but for the operation of this clause, be void under the Rule Against Perpetuities or a related rule, then the interest shall vest at the end of the maximum period allowed by such rule. 12. No Waiver. No covenant, term or condition of this Amended Agreement other than as expressly set forth herein shall be deemed to have been waived by any party unless such waiver is in writing and executed by all parties , as the case may be. No delay or omission on the part of a party in exercising any rights, power or remedy provided in this Agreement shall be construed as a waiver of or acquiescence in any breach of this Agreement. IN WITNESS WHEREOF, TKSP-I, the Association, and City have executed this Amended_Agreement as of the date first written above. TKSP-I: TARRAGON-KENT STATION PHASE 1, LLC, A Washington Limited Liability Company By: Tarragon L.L.C. a Washington Limited Liability Company, Its manager j J eph D. Blattner, Manager THE ASSOCIATION: RAMSAY WAY COMMERCIAL CONDOMINIUM OWNERS ASSOCIATION, a Washington Non-profit Corporation By: Kristin Jensen, President AMENDED AND RESTATED EASEMENT AGREEMENT 8 By:_� Sam Ball, Vice-President CITY CITY KENT, aM;i icipal corporation By: Its: AMENDED AND RESTATED CROSS 9 EASEMENT AGREEMENT 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 is day of lZ �� 4i 20 5, before me personally appeared to me known to be of THE CITY OF KENT, a Washington Municipal Corporation, the corpora ' n 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. WITNESS my hand and official seal hereto affixed the day and year first above written. 4 Notary Public in and for the State of Washington, \GE. �• 6�y� residing at -S ,07^ �n My cmmission j( expires• i r - J/)/l / _1 �l_ •e�J %r [Type or Print Notary Name] gip. ♦�Jf-0� `c, O)p WAVA� (Use This Space for Notarial Seal Stamp) AMENDED AND RESTATED CROSS 10 EASEMENT AGREEMENT STATE OF WASIIINGTON ) 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 844' day of�I 12�0.,,��rPA. 2005, before me personally appeared KRISTIN JENSEN, to me known to be the President of RAMSAY WAY COMMERCIAL CONDOMINIUM OWNERS ASSOCIATION, 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 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. °°�n, Notary Public in and for the State of Washington, i1 F.. h,► T ► residing atON M commission expires: 1-1,9 '�pTARy9N'; y� �p S1rr���Y [Type or Print Notary Name] A►►rlpq� (Use This Space for Notarial Seal Stamp) V 11 22 05#276107 V I-NOTARIZATION FORMS FOR CROSS EASEMENT AGREEMENT DOC 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 s!gnatare appears on this document. On this ' `day of oo P,,,, j w- _, , 2005, before me personally appeared Joseph Blattner, to me known to be the Manager of Tarragon LLC, the manager of TARRAGON-KENT STATION PHASE I, LLC, a Washington Limited Liability Company, 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 tha hie she was authorized to execute said instrument. WITNESS my hand and official seal hereto affixed the day and year first above written. \��s otary Public in and for the State of Washington, RjP� 'lot residing at L Aedz AL {tJct�G ,urn M(�y�c�oymmission expires /- {9 -©q) J �_AX i OTA&p 9m �� C7�h . t Pc-l( [Type or Print Notary Name] N PUBO3 12: (Use This Space for Notarial Seal Stamp) AMENDED AND RESTATED CROSS 11 EASEMENT AGREEMENT 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 off�N�,�y�t t�/, 2005, before me personally appeared SAM BALL, to me known to be the Vice President of RAMSAY WAY COMMERCIAL CONDOMINIUM OWNERS ASSOCIATION, 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 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 Teal hereto affixed the day and year first above written. Not r Publi in and for the State of Washington,� Y - ,,•`��, residing at � My co misstdn expires: [Type or Print Notary Name] �F WAS%\ (Use This Space for Notarial Seal Stamp) VI 1 22 05#276107 VI -NOTARIZATION FORMS FOR CROSS EASEMENT AGREEMENT DOC EXHIBIT A Legal Description of TKSP-1 Property L ots 2, 3, 4, 6, and g, City of Kent Lot BOumdary Aaj,, .f, o,t�r r r 'InnA 16, recorded 4 JLLllVll V. LL-LVVT-1V� 1cV Vlu`i under King County Recording No. 20040625900004 13 EXHIBIT A-1 Legal Description of Condominium Property Lot 5, City of Kent Lot Boundary Adjustment No. LL-2004-16, recorded under King County Recording No. 20040625900004. 14 EXHIBIT B Legal Description of City Property LOTS 1 ,7 AND 9 OF CITY OF KENT LOT LINE ADJUSTMENT LL-2004-16 RECORDED UNDER KING COUNTY RECORDING NUMBER 20040625900004 15 EXHIBIT C Site Plan r E 7. f °s'oiA 0 zp canfct�anzweur �� c C < a ------------ m cE; 9 j m'A' uoAr w �J A_ .rcr m �r�4s u.a`c nuaxt L. .� 1 N 1 vuAa w I�C-� 1 " ���'� � � 1�1 S• v1�nnAnA 011l i l— ✓� 1 � �i;..� wmw a.ut nt. I :2�`xam� RIP, -'� rYAEA91aa a/m b rrm�wn as A I dd I Bois FAWsW aus .,I vlrw� ■ h� h AarvaAaw n ■ mmaival{JlA n •1`9 r� Y '1 mA ma W AC 90.53 alm*wv am s AIDttA m �'� w4 EA . aO WGW IA_R� r x ¢r Ax100 16 I a E � o Z a eo°m 0 1° 00 Terri V dd111144 I • F F yII�' h Llhli < jai r �i�l a-aFl lilt I I Ill l�l III Y i lFlF!( I I F ill F a pil a �11 a 0 umluw art �olmem unw wtIUIIR MIA I P Y S A"101 17 0 co 14 ZO w 3'of�m¢M43 Ir y •l 31j �� / nt j �� ire F /..011, > - - --- - - -- - i Y Y NMI nFtlYt YR tl.WF J1 MFY/ {t/� IYIIOIMY ft 100311 gRR11YYp Mf4 Wk Myf■ poMIm L (� xvuunio1w A•102 18 EXHIBIT C-1 SITE PLAN SHOWING EASEMENT AREAS EXHIBIT C Sidewalk in R.O.W. iq x 60� • r f k � � y , t •} // �" � Pedestrian i � ++ � ,�% Crossing Underground �,� Private d Public Utilities ��� "•`�°�x ILandscape m . R.O.W. I -7o "- Lenzape in R.O.W. Awnings over R.O.W. •i MASTER SITE PLAN NOT TO SCALE KENT STATION SEFTEMRER 20.2003 19