HomeMy WebLinkAboutPW08-114 - Amendment - King County - Amended Purchase of Mullen Slough Natural Area - 03/14/2008 Amendment to the Purchase and Sale Agreement(the"Agreement")
Dated February 21,2008
Between King County as Seller and City of Kent as Buyer(the"Parties")
For the Property Known As Mullen Slough
Assessor's Parcel#232204-9028
The following items to the Agreement shall be amended as follows:
1) Recital Page, item (4): There is no intended Exhibit D to the Agreement. Reference to
Exhibit D is incorrect and should be replaced by a reference to Exhibit B. Exhibit B is the
Bargain and Sale Deed for the Property as to form, in which the River Protection Easement is
reserved upon conveyance. See Item 4.10.3(b)below for correction to Exhibit B.
2) Article Three,Representations and Warranties of the Parties:
Item 3.1.8, Condition of the Property, shall be amended as follows: Seller has provided
Buyer with a copy of Seller's Phase 1 Report, dated January 31, 2006, for purposes of Buyer's
continued environmental investigation of the Property. Buyer will not rely upon such report
alone for acceptance of the Property's past, current, or future condition.
Item 3.2.4, Condition of Property, shall be amended as follows: Buyer accepts the Phase 1
Report, referenced above, and provided by Seller on March 4, 2008. The Parties
acknowledge that this report was provided subsequent to the execution date of the Agreement.
3) Article Five, Contingencies:
Item 5.1, Due Diligence Inspection and Feasibility, shall be amended as follows:
The Parties agree to extend the Due Diligence Period until August 15,2008 due to discovery
by Buyer of possible pollution introduced by Texaco wells that may exist or may have existed
on the Property. The Parties understand that in order to release Buyer's funding, the
Washington State Salmon Recovery Funding Board must be satisfied as to plans for and
timing of proposed clean up and/or mitigation that may be required as a result of such
possible pollution.
5.1.2, Right to Enter: For purposes of initial investigation of possible pollution to the
Property as described above, Seller has granted Buyer a Right to Enter the Property without a
King County Special Use Permit. Such permission is detailed in the letter attached as Exhibit
2 to the Amendment.
5.1.3, Approval of King County Council: Buyer understands that Council approval may
occur no earlier than 60 days after final proof by the parties to Council that all contingencies
of the Agreement have been waived.
4) Article 10,Closing:
10.1, Closing/Closing Date, shall be amended to no later than December 15, 2008, which is
the new deadline for grant funding described in Article 10, Item 10.1 of the Agreement.
Amendment to Mullen Slough Agreement dated 02/21/08
Page 1 of 6
10.3, Seller's Delivery of Documents at Closing. Exhibit references clarified:
10.3(a), Seller's Certificate of Non-Foreign Status shall be referenced as Exhibit C in the
Agreement. Such Certificate was omitted from the executed original and is now provided as
Exhibit I to this Amendment.
10.3(b),A Warranty Deed conveying the Property shall be referenced as to form in Exhibit
B of the Agreement;
River Protection Easement Reference in Exhibit B, that the Warranty Deed is being
conveyed SUBJECT TO the River Protection Easement, shall be changed to state that Grantor
RESERVES unto itself such River Protection Easement upon conveyance of Title.
10.4, Buyer's Delivery of Documents and Purchase Price at Closing, shall be amended by adding
an item 10.4(b) Closing Costs, as referenced in item 10.2.1
5) Article 12,Miscellaneous Provisions:
12.3, Time is of the Essence: The Parties acknowledge King County Council's requirements that
all documentation necessary to review by County Council Committee and approval by County
Council (referenced in Item 5.1.3 of the Agreement and in Item 3 of this Amendment)must be
submitted to County Council no less than 60 days prior to such review and approval. To that end, the
Parties agree to strive to waive all contingencies to the Agreement, and that any documentation
supporting such waivers shall be submitted to the Escrow Agent referenced in Article 10.1 of the
Agreement(King County Real Estate Services Section), no later than August 15, 2008,
acknowledging the need for additional Escrow administrative and Committee review time due to
County Council's 2009 Budget review schedule.
The Parties acknowledge that all other terms and conditions of the Agreement remain in full force
and effect, and any further changes to that Agreement or this Amendment shall be made in writing
at the earliest possible times throughout the extended Due Diligence Period.
Attachments:
Exhibit 1 to the Amendment: Exhibit C to the Agreement—
Seller's Certificate of Non-Foreign Status
Exhibit 2 to the Amendment: Right to Enter Letter
Acknowledged and agreed to by the Parties,this 1 44-A day of March,2008.
SELLER: BUYER:
KING COUNTY,a political subdivision CITY OF KENT,a municipal corporation
of the State of Washington
Wayne R�jhardson Its:
Manager, Real Estate Services Section
Amendment to Mullen Slough Agreement dated 02/21/08
Page 2 of 6
STATE OF WASHINGTON
ss.
COUNTY OF KING
On this day personally appeared before me Wayne Richardson, to me known to be the Real Estate
Services Section Manager of KING COUNTY, the municipal corporation and political subdivision of the
State of Washington that executed the foregoing instrument, and acknowledged such instrument to be the
free and voluntary act and deed of such municipal corporation and political subdivision,for the uses and
purposes therein mentioned, and on oath stated that he was du uthorized to execute such instrument.
GIVEN UNDER MY HAND AND OFFICIAL SEAL this j day of 2008.
`11111111111f///�
aOTARr
Printed Name ANNE LOCKMILLER
_ NOTARY PUBLIC in and for the State of Washington,
C ~ residing at SEATTLE,WASHINGTON
M AVB01 My Commission Expires NOVEMBER 9,2008
Iw111As;;,,�.` r
STATE OF WASHINGTON
ss.
COUNTY OF KING
On this day personally appeared before me l E�,e , the
PJ
of ,
known to me to be the Buyer that executed the foregoing i str ent, and acknowledged such instrument
to be [his/her] free and voluntary act and deed for the uses and purposes therein mentioned, and on oath
stated that [he/she] was duly authorized to execute such instrument.
GIVEN UN *&y'%�ND AND OFFICIAL SEAL this v day of
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e, '• NOTARY PUBL n apd for"ate of Washington,
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My Commission Expires
Amendment to Mullen Slough Agreement dated 02/21/08
Page 3 of 6
EXHIBIT 1 TO THE AMENDMENT
EXHIBIT C—TO THE AGREEMENT DATED FEBRUARY 21,2008
SELLER'S CERTIFICATE OF NON-FOREIGN STATUS
Section 1445 of the Internal Revenue Code provides that a transferee of a United States
real property interest must withhold tax if the transferor is a foreign person. To inform the
transferee that withholding of tax is not required upon the disposition of a United States real
property interest by KING COUNTY ("Transferor"); the undersigned hereby certifies the
following on behalf of Transferor:
1. Transferor is not a foreign corporation, foreign partnership, foreign trust, or foreign estate
(as those terms are defined in the Internal Revenue Code and Income Tax Regulations); and
2. Transferor's United States employer identification number is
91-6001327; and
3. Transferor's office address is King County Facilities Management Division, Asset
Development and Management Section, Room 500 King County Administration Building,
500 Fourth Avenue, Seattle, WA 98104
4. Transferor understands that this certification may be disclosed to the Internal Revenue
Service by the 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 Transferor.
Dated this `1'? day of vvxo,�A ,2008.
TRANSFEROR:
By:
Title: v✓�.c
Amendment to Mullen Slough Agreement dated 02/21/08
Page 4 of 6
EXHIBIT 2 TO THE AMENDMENT
CITY OF KENT'S RIGHT TO ENTER
LETTER FROM KING COUNTY TO CITY OF KENT
DATED MARCH 6,2008
Amendment to Mullen Slough Agreement dated 02/21/08
Page 5 of 6
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King Coanty
Parks and Recreation Division
Department of Natural Resources and Parks
King Street Center,KSC-NR-0700
201 South Jackson Street
Seattle,WA 98104-3895
206.296.8687 Fax 206.296.8686
TlY Relay: 711
March 6,2008
Joe Fielding,Environmental Engineer
City of Kent Public Works
400 W. Gowe Street
Kent,WA 98032
Dear Mr.Fielding:
Per your March 5 email request,King County Parks and Recreation Division hereby
grants permission for your consultant(Geomatrix Consultants)to enter the King County
property"Mullen Slough Natural Area"(tax parcel identification number 2322049028)in
order to collect information to complete the Phase 1 and Phase 2(if required)
Environmental Site Assessments for the City of Kent. We understand that there will be
little, if any,site disturbance as a result of this work.
Please remember that the site has fencing around much of the perimeter along Frager
Road. If you need access through the gate,please contact Resource Coordinator Scott
Snyder at scott.snyder@Idngcounty.gov or via phone at 206-618-5619.
If you have any other questions,please contact me at connie.blumen@kingcounty.gov or
at 206-263-6371.
Sincerely,
(,Fw
Connie L.Blumen
Natural Resource Lands Program Manager
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REQUEST FOR MAYOR'S SIGNATURE
�E T Please Fill in All Applicable Boxes
WASHINOTON
0 Routing Information (ALL REQUESTS MUST FIRST BE ROUTED THROUGH THE LAW DEPARTMENT)
Originator: Phone (Originator): ,SS"/LS
Date Sent:, 12 ZCrO Date Required:
Return Signed Document to: C CONTRACT TERMINATION DATE: AJ1j-
VENDOR NAME: / DATE OF COUNCIL APPROVAL:14VIZlD
Brief Explanation of Document:
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0 All Contracts,Must Be Routed Through the Law Department
to be Co ted e the Law Department)
Received:'
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Law Dept.Comments: - -
Date Forwarded to Mayor: �tj l �I)Vk&0j
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