HomeMy WebLinkAboutAD04-048 - Other - Tarragon - Kent Station - Declaration Estoppel - 06/2006 DECLARATION ESTOPPEL
This Declaration Estoppel (this "Estoppel") is entered into this _ day of June, 2006 by
the CITY OF KENT, a Washington municipal corporation ("City"), to and for the benefit of
TARRAGON — KENT STATION PHASE I L.L.0 , a Washington limited liability company
("TKSP"), and CITIGROUP GLOBAL MARKETS REALTY CORP , a New York corporation,
its successors and assigns ("Lender"). Capitalized terms not otherwise defined herein shall have
the meaning ascribed to them in the Declaration (as hereinafter defined).
The City and the Central Puget Sound Regional Transit Authority ("RTA") entered into
that certain Interlocal Operation and Maintenance Agreement for the use of the Kent Commuter
Rail Station Garage dated, as of June 18, 2002, ("Use Agreement"), setting forth the rights and
obligations of the City and RTA with respect to the 871 parking stall facility owned by RTA (the
"Garage ').
The City and Developer entered into that certain Development Agreement, dated as of
January 20, 2004, ("Development Agreement"), setting forth the rights and obligations of City
and Developer with respect to the construction and development of the Property.
Pursuant to the terms of that certain Purchase and Sale Agreement, dated as of January
20, 2004, ("Purchase Agreement"), the City and Developer recorded that certain Replacement
Parking Facility Agreement, dated as of June 29, 2004, in the Office of the Recorder of King
County, Washington on June 29, 2004, as Document 20040629001159 (the "Parkin
Agreement").
To provide for the joint maintenance, operation, and control of the Property, the City,
AMC, and Kent Station, LLC ("Developer"), as agent for TKSP, recorded a certain Declaration
of Covenants Conditions and Restrictions, dated as of June 29, 2004, in the Office of the
Recorder of King County, Washington on June 29, 2004, as Document Number 2004062900162
(the"Declaration").
The City understands and acknowledges that Lender intends to make a loan to TKSP,
secured by, inter alia, a portion of the Property.
1. The City does hereby certify to Lender as follows:
a. The Use Agreement is in full force and effect, and has not been amended,
restated, modified, or terminated.
b. City is not in violation of the terms, conditions, covenants or restrictions
contained in the Use Agreement, and City is unaware of the existence of any facts or
circumstances which exist that, with the passage of time, will or could result in the
violation of any of the terms, conditions, covenants or restrictions set forth in the Use
Agreement.
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C. The Development Agreement is in full force and effect, and has not been
amended, restated, modified, or terminated.
d. City is not in violation of the terms, conditions, covenants or restrictions
contained in the Development Agreement, and City is unaware of the existence of any
facts or circumstances which exist that, with the passage of time, will or could result in
the violation of any of the terms, conditions, covenants or restrictions set forth in the
Development Agreement.
e. Developer is current in all charges due to City under the Development
Agreement, which include operation and maintenance fees payable to Sound Transit on
behalf of City, and which are currently estimated at$75,000 per year.
f. The Parking Agreement is in full force and effect, and has not been
amended,restated, modified, or terminated.
g. The Declaration is in full force and effect, and has not been amended,
restated, modified, or terminated.
h. City is not in violation of the terms, conditions, covenants or restrictions
contained in the Declaration, and City is unaware of the existence of any facts or
circumstances which exist that, with the passage of time, will or could result in the
violation of any of the terms, conditions, covenants or restrictions set forth in the
Declaration.
i. There are no assessments currently due and payable by City under the
Declaration.
j. City has no option, rights to purchase, or rights of first refusal with
respect to all or any portion of that portion of the Property owned by TKSP (such portion
of the Property is more commonly known as Phase I of Kent Station).
2. City agrees to provide copies of any and all notices it delivers to Developer or
TKSP under each of the Declaration, the Development Agreement and the Parking Agreement,
to Lender at the following address:
Citigroup Global Markets Realty Corp.
388 Greenwich Street
19t'Floor
New York, New York 10013
Attention- CMBS Real Estate Legal Notices, Elisa DePalma
or to such other address as Lender shall designate in writing.
3. The undersigned representatives of City are duly authorized and fully qualified to
execute this Estoppel on behalf of City, thereby binding City
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4. City acknowledges and agrees that TKSP and Lender, and their respective
successors and assigns, shall be entitled to rely upon City's certifications set forth herein.
IN WITNESS WHEREOF, City has executed this Estoppel as of the _ day of June,
2006.
THE CITY OF KENT
a Washington Municipal Corporation
By:
Name:
Title-
Approved as to Form:
To Brubaker, City Attorney
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