HomeMy WebLinkAboutAD10-159 - Original - Kent Fire Department Regional Fire Authority - Washington Avenue North Site - 07/02/2010 REAL ESTATE PURCHASE AND SALEAGREEMENT
BETWEEN THE KENT FIRE DEPARTMENT REGIONAL FIRE AUTHORITY
AND THE CITY OF KENT
FOR" WASHINGTON AVENUE NORTH SITE"
This Agreement is entered between the KENT FIRE DEPARTMENT REGIONAL
FIRE AUTHORITY (RFA), a Washington municipal corporation, whose mailing
address is 24611 116th Avenue S.E., Kent, Washington 98030 ("Buyer"), and the
CITY OF KENT, a Washington municipal corporation, whose mailing address is 220 a
4th Avenue South, Kent, Washington, 98032-5895, ("Seller"), Washington, for the
sale and purchase of real property as follows:
1. PROPERTY. The property, including all improvements and
appurtenances situated thereon, which Buyer agrees to buy and Seller agrees to
sell, is known as King County tax parcel number 5436200503, located at 407
Washington Avenue North, Kent, Washington, 98032, and legally described in
Exhibit A, attached and incorporated by this reference (the "Property") (Buyer and
Seller authorize Closing Agent to correct, over their signatures, the legal description
of the property). A map indicating the location of the Property is also attached as
Exhibit B, incorporated by this reference.
2. PURCHASE PRICE. The total purchase price for the Property is
one dollar ($1.) and other valuable consideration payable on Closing.
3. CONTINGENCIES. This agreement is contingent upon:
(a) Acceptance of its terms by the Kent City Council;
(b) Acceptance of its terms by the RFA Governing Board; and
(c) Buyer's review and approval of the title report on the Property
prior to Closing.
Should any of these contingencies set forth above not be met or
removed prior to Closing or the earlier date specified, then this Agreement shall
terminate and neither Buyer nor Seller shall have any further rights, duties or
obligations hereunder.
Real Estate Purchase and Sale Agreement Page 1 of 5 2010
407 Washington Avenue North(Future Site)
r
4. CONVEYANCE AND CONDITION OF TITLE. The title to the
Property shall be conveyed by Seller to Buyer at Closing by Quit Claim Deed
("Deed") including after acquired title. Buyer and Seller acknowledge that the
purchase price for the Property at substantially less than fair market value was
contemplated and negotiated by the parties during the planning and inception of
the RFA. See Regional Fire Authority Plan, Section 7, adopted November 4, 2009
and revised December 8, 2009 and is based, in part, on the Buyer's granting of a
lease and right of first offer to Seller.
5. TITLE INSURANCE. At Closing, Seller shall cause Pacific
Northwest Title, 116 Washington Avenue North, Kent, Washington, 98032, to issue
standard coverage owner's policy of title insurance to Buyer in an amount equal to
the tax assessed value of the Property. The cost of the title insurance shall be paid
by Buyer at Closing. For purposes of this Agreement, the following shall not be
deemed encumbrances or defects: rights reserved in federal patents or state
deeds, building or use restrictions consistent with current zoning, utility and road
easements of record. If title cannot be made so insurable prior to the Closing date,
unless, Buyer elects to waive such defects or encumbrances, this Agreement shall
terminate.
6. LEASE. As part of the consideration for the sale of the Property,
Seller may lease the Property per the Lease attached as Exhibit C and incorporated
herein, which and will be executed by the parties at the Closing of the Property.
7. CLOSING COSTS AND PRO-RATIONS. The cost of escrow shall
be paid by Buyer, except those fees that are expressly limited by Federal
Regulation. Seller shall pay for all applicable revenue stamps and excise tax.
Taxes for the current year, interest, water and other utility charges, if any, shall be
pro-rated as of date of Closing unless otherwise agreed.
S. CLOSING OF THE SALE. WITH THE UNDERSTANDING THAT
TIME IS OF THE ESSENCE FOR THIS AGREEMENT, this sale shall be closed on 3uly
Real Estate Purchase and Sale Agreement Page 2 of 5 2010
407 Washington Avenue North(Future Site)
13, 2010, which shall also be the termination date of the Agreement unless said
closing date is extended in writing by mutual agreement of the parties. When
notified, the Buyer and Seller will deposit, without delay, in escrow with Pacific
Northwest Title, 116 Washington Avenue North, Kent, Washington, 98032, all
instruments and monies required to complete the transaction in accordance with
this Agreement. Closing, for the purpose of this Agreement, is defined as the date
that all documents are executed and the sale proceeds are, available for
disbursement to the Seller ('Closing").
I'
9. CASUALTY LOSS. If prior to Closing, improvements on said
premises shall be destroyed or materially damaged by fire or other casualty, this
Agreement, at option of the Buyer, shall become null and void.
10. POSSESSION. Buyer shall be entitled to possession on Closing
subject to the Lease in Exhibit C.
11. SELLER DISCLOSURE; BUYER PURCHASING THE PROPERTY "AS
IS." The Property is being sold and purchased in "as is, where is condition without
representations and warranties" expressed or implied. Buyer acknowledges that
they are not relying on any Seller representations, statements, guarantees or
warranties of any kind including, without limitation, the physical condition of the
property and any improvements located thereon, or their suitability for any
particular purpose or of merchantability. Buyer shall rely on its own investigations
of the Property in determining whether to acquire it. The provisions of this
paragraph are a material part of the consideration for Seller entering into this
Agreement, and shall survive Closing.
12. RIGHT OF FIRST OFFER. Seller agrees to grant Buyer a Right of
First Offer to purchase the Property. The form of the Right of First Offer is attached
as Exhibit D and will be executed by the parties at the Closing of the Property.
F
Real Estate Purchase and Sale Agreement Page 3 of 5 2010
407 Washington Avenue North(Future Site)
13. DEFAULT AND ATTORNEY'S FEES. If Buyer or Seller default
hereunder, both parties shall have all the rights and remedies available at law or in
equity. In the event of litigation to enforce any of the terms or provisions herein,
each party will pay its own costs and attorney fees.
14. NON-MERGER. The terms, conditions, and provisions of this
Agreement shall not be deemed merged into the Deed, and shall survive the
Closing and continue in full force and effect.
15. NOTICES. All notices required or permitted to be given hereunder
shall be in writing and shall be sent U.S. certified mail, return receipt requested, or
by facsimile transmission addressed as set forth below:
(a) All notices to be given to Buyer shall be addressed as follows:
CITY OF KENT
John Hodgson
Chief Administrative Officer
220 Fourth Avenue South
Kent, WA 98032-5895
(253)856-5710 Telephone
(253)856-6700 Facsimile
(b) All notices to be given to Seller shall be addressed as follows:
Kent Fire Department Regional Fire Authority
Pat Pawlak
24611 116th Avenue S.E.
Kent, WA 98030
(253)856-4300 Telephone
(253)856-6300 Facsimile
Either party hereto may, by written notice to the other, designate such
other address for the giving of notices as being necessary. All notices shall be
deemed given on the day such notice is personally served, or on the date of the
facsimile transmission, or on the third day following the day such notice is mailed in
accordance with this paragraph.
Real Estate Purchase and Sale Agreement Page 4 of 5 2010
407 Washington Avenue North(Future Site)
7
16. ENTIRE AGREEMENT. This Agreement, including all incorporated
exhibits, constitutes the full understanding between Seller and Buyer. There have
been no verbal or other agreements that modify this Agreement.
17. BINDING EFFECT AND SURVIVIAL. This Agreement shall be
binding upon parties hereto and their respective heirs, successors and assigns.
18. DATE OF MUTUAL ACCEPTANCE. For the purpose of this
Agreement, the date of mutual acceptance of this Agreement shall be the last date
on which the parties to this Agreement have executed this Agreement as indicated
below.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on the date set forth below.
SELLER BUYER
CITY OF KENT KENT FIRE DEPARTMENT
REGIONN//AL FIRE AUTHORITY
By: By:
Print Suzette Cooke Print Name: �.tif SG.• �/x�
s. Mayor Its: A7 e
Date: 6 ��� Date: O7—'OLD/O
APPROVED AS TO FORM: APPROVED AS TO FORM:
By: �Z� By
_L�'
Kent Law Department Brian Snure
Legal Counsel for Kent Fire Department
Regional Fire Authority
P:\Civil\Files\Open Files\1421-Regional Fire Authority\Pratt P&S, Leases\PurchaseAndSaleWashingtonAve docx
Real Estate Purchase and Sale Agreement Page 5 of 5 2010
407 Washington Avenue North(Future Site)
tl 1
Exhibit A
Washington Avenue
Future Station Site
Legal Description:
PARCEL A:
LOTS 3 AND 4,CITY OF KENT SHORT PLAT NO. SP-81-11,(ALSO KNOWN AS BADGERNURSERY
SHORT PLAT)AND APPROVED UNDER CITY OF KENT RESOLUTION NO.SPC-82-4,RECORDED APRIL
29, 1982 UNDER RECORDING NO. 8204290391, SAID SHORT PLAT BEING A PORTION OF TRACT 26,
MEEKER'S SUPPLEMENTAL PLAT OF THE FIRST ADDITION TO THE TOWN OF KENT,ACCORDING
TO THE PLAT THEREOF RECORDED IN VOLUME 5 OF PLATS,PAGE 96,IN KING COUNTY,
WASHINGTON.
PARCEL B:
AN EASEMENT FOR ACCESS AND UTILITIES AS DELINEATED ON SAID SHORT PLAT;
EXCEPT THAT PORTION THEREOF LYING WITHIN PARCEL A.
Exhibit B
Washington Avenue
Supplemental Plat of Meeker' s 1st Addition 5/96
35.2 i
LOT7 ^, -•-----
3 POR 2.Y4 AC 4 ti
0483 123838 BE
i 0483
TFL X 111.22 ' 26 ]91. 7 1 Z L ;^
224.9 n l tit Lu
r ri� e •
Tr 26 HENTSP81.1i- a 8204290391 S W_�_ : ,—. - —
e r7
a" " Lot 4 „„ Lot i 24478 Sr 4
d `?�,. 0501 Zs z
-`.�+- ---�--•--r s9-?aaa__ ..Ra'Kiy { z'_FJ� - ^C~7�
'• K.ENT MA 93-21
7010820 '� .• •`�Q i i�
~ p w Lot 3 53342 Sr
CO0503 0503 0502 •/
Z 242 N 60-30-30 S! 224 90 I `� rr4 _._—_.. _ -----•
R S9-10-30 L lY L a0 240 2i
13Z 235
' T LOT i
G is
(POR.) °'�3332 tF HENTD N-4- <I ;
12a(.7 a A522 8007010 20 so ::
0525 , '�.�i 132 n4"v .y i i".134 4 i—
LOT�.� �•A.y ry •A
tf 1 alll � 1�
LOT 2 1.34 AC Y
0559 n o 14000 Sr 2432c 9r 441254
0510 0521 l 3a
:^
Ka' A �• nl y a 29-37-33 L 0523
!0 1 ••--
24.50 1571 3 0523 1j 13{,a{ 27 J !.0 7 Z72.60.24 - 43nl M{ S7.
tl 10100 SUM". ST.
' 5 ac SMITH STREET .9 ---5--------------------
-----------------'�"�--o e' ----------•---------i1i4l43--- ----------- —:)-----
pry' = ry ST
121.01 3! � 27.; JC � m.
"I-37-2SM: 770.14 �i0 ! 1 :2 ' . 4 18 ' 8
Exhibit C
LEASE AGREEMENT
BETWEEN THE CITY OF KENT AND
THE KENT FIRE DEPARTMENT REGIONAL FIRE AUTHORITY
FOR THE "WASHINGTON AVENUE NORTH SITE"
THIS LEASE AGREEMENT (hereinafter "Lease") is between the KENT FIRE
DEPARTMENT REGIONAL FIRE AUTHORITY, a Washington municipal corporation,
with offices located at 24611 1161h Avenue Southeast, Kent, Washington 98030,
("RFA") and the CITY OF KENT, a municipal corporation of the State of Washington,
with offices located at 220 4th Avenue South, Kent, Washington 98032 ("City" and I,
"Tenant").
RECITALS
A. On April 27, 2010, voters within the jurisdiction of the City and the King
County Fire Protection District No. 37 voted to create the RFA in order to provide
fire prevention, fire suppression, emergency medical services and the protection of
life and property within the jurisdiction of the City and District 37. The RFA became
effective and came into existence on July 1, 2010; and
B. Pursuant to the creation of the RFA, the City sold to the RFA for $1.00
real property legally described in Exhibit A attached and incorporated herein and
located at 407 Washington Avenue North, Kent, Washington (the "Property"). Prior
to the sale, the Property had been used by the City for storage purposes and the
City desires to continue to do the same.
NOW, THEREFORE, the City and RFA agree as follows:
AGREEMENT
1. PREMISES.
1.1 Premises Defined. The RFA leases to Tenant and Tenant leases from
the RFA the portion of the Property depicted in Exhibit B attached hereto and
incorporated herein (the "Premises").
1.2 As-Is. The RFA is providing the Premises in "as-is" condition for
Tenant's use. The RFA makes no representation regarding the condition of the
Premises or improvements located on the same.
Lease Agreement- 1 (2010)
Mashmgton Ave North Between City of Kent and RFA)
2. USE.
2.1 Permitted Use. Tenant shall use the Premises for storage purposes
(the "Permitted Use") and for no other purpose.
2.2 Restrictions on Use. Tenant shall not cause or permit any damage to
the Premises. Tenant shall, at all times, keep current and comply with all
conditions and terms of any permits, licenses, certificates, regulations, ordinances,
statutes, and other government rules and regulations regarding its use or
occupancy of the Premises. Tenant shall keep the Premises free and clear of any
liens and encumbrances arising out of or relating to its use or occupancy of the
Premises. If Tenant fails to comply with all or any of the restrictions on the use of
the Premises set out in this subsection 2.2, the RFA shall notify Tenant per Section
14.
3. TERM.
3.1 Term Defined. The term of this Lease shall be for five (5) years
commencing on July 1, 2010 ("Commencement Date"), and ending June 30, 2015
("Termination Date"). If at the end of the five (5) year term, Tenant has made all
payments due to the RFA in full, and is not in breach of this Lease, then the Lease
shall automatically renew for additional five (5) year terms so long as the Premises
is not being developed by the RFA for RFA purposes. The Tenant shall give the RFA
at least ninety (90) days prior written notice of its intention not to renew a
subsequent five year lease term.
3.2 End of Term. Upon the expiration or termination of the Term, as
applicable, Tenant shall surrender the Premises to the RFA in the same or better
condition as on the Commencement Date, reasonable wear and tear excepted.
3.3 Hold Over. If Tenant remains in possession of the Premises after the
Termination Date, the occupancy shall not be an extension or renewal of the Term.
The occupancy shall be a month-to-month tenancy, on terms identical to the terms
of this Lease, which may be terminated by either party on thirty (30) days written
notice. The monthly rent during the hold over, however, shall be fair market rental
value and the other expenses during the hold over shall be the same as would be
due if the Lease were still in effect. If the RFA provides a notice to vacate the
Premises in anticipation of the Termination of this Lease or at any time after the
Termination Date and Tenant fails to do so within the time set forth in the notice,
then Tenant shall be a trespasser and shall owe the RFA all amounts due under Ilk
applicable law.
3.4 Early Termination. The RFA may terminate this Lease prior to the
Termination Date if the RFA will be using the Premises for RFA purposes. The RFA
shall give Tenant at least sixty (60) days prior written notice of its intention to
terminate the Lease early. The Tenant may also terminate this Lease prior to the
Lease Agreement-2 (2010)
(Washtngton Ave North Between City of Kent and RFA)
Termination Date upon giving RFA at least sixty (60) days prior written notice of its
intention to terminate the Lease early.
4. LEASE PAYMENT.
4.1 Rent. Tenant shall pay to the RFA rent of one and No/100 Dollar
($1.00), plus the leasehold tax as set forth in subsection 4.2 ("Rent"). The first
installment shall be due and payable on or before the Commencement Date, and
subsequent installments shall be due annually thereafter.
4.2 Leasehold tax. If leasehold tax shall become due pursuant to Chapter
82.29A RCW or other statute for this Lease, Tenant shall pay monthly on or before
the 1s' day of each month to the RFA the amount of state leasehold tax owing.
4.3 Fire Benefit Charge. In consideration for the sale of the Property by
the City to the RFA for $1.00, the RFA shall not charge the Tenant, or demand
payment, for any Fire Benefit Charge that the RFA may be authorized by law to
charge for the Premises, or any improvements or personal property on the same.
4.4 Payment Place. All payments due under the Lease to the RFA shall be
paid or delivered to:
3�
Kent Fire Department Regional Fire Authority
24611 116th Avenue S.E.
Kent, Washington 98030
5. UTILITIES.
At the execution of this Lease, there are no utilities provided to the Premises.
In the event that Tenant determines utilities are needed for its use of the Premises,
Tenant agrees to pay all utility charges associated with the Premises. If Tenant is
the only occupant of the Property using utilities, Tenant will contract directly with
utility provides for these services. If the RFA is also occupying the Property, the
RFA will contract with the utility providers and will invoice Tenant by the fifteenth of
each month for 45% of these expenses (the stated percentage is based on the area
of the Property used by each party and shall be adjusted to reflect the actual use at
the time utilities are provided. Payment shall be due within thirty (30) days of the
invoice date.
6. PENALTY,. INTEREST AND PARTIAL PAYMENTS.
6.1. If any payment due under this Lease is not paid to the RFA within
ten (10) days after the date specified, a one-time late charge of five percent
(5%) of the payment due shall be added to the payment as a penalty, and the
total sum shall become immediately due and payable. Any amount remaining
unpaid by the first day of the month following the due date for payment (i.e.
Lease Agreement- 3 (2010)
(Washington Ave North Between City of Kent and RFA)
approximately 20 days late) shall bear interest at the rate of one percent (10/6)
per month.
6.2. Except as expressly set forth elsewhere in this Lease, rent and all
other sums payable by Tenant pursuant to this Lease shall be paid without the
requirement that the RFA provide prior notice or demand, and shall not be subject
to any counterclaim, setoff, deduction, defense or abatement.
6.3. Payments made by Tenant must be applied to amounts due and
owing under the Lease in the following order: leasehold tax, Rent, utilities
invoiced by the RFA, other amounts invoiced by the RFA. The RFA has
authority to apply partial payments received in the manner it sees fit based on
the financial responsibilities of the RFA.
7. MAINTENANCE AND REPAIR.
Tenant shall at its sole cost and expense, keep and maintain in good order,
and in clean, attractive and safe condition the Premises. Tenant shall also pay
100% of the repair and replacement costs of the Premises. If any additions,
repairs, alterations, maintenance, replacement, or changes to the Premises are
required by any public authority, Tenant shall, at its sole cost and expense, make
the same. All additions, repairs, alterations, replacements, or changes to the
Premises shall be made in accordance with Section 8. Any damage or repairs that
are the result of the RFA's negligent or intentional acts shall be the sole
responsibility of the RFA.
S. TENANT IMPROVEMENTS.
8.1 Construction. Tenant shall not construct, alter, replace, remove or
make major repairs of any improvements on the Premises without the prior written
consent of the RFA. Prior to any construction, alteration, replacement, removal or
major repair of any improvements on the Premises, Tenant shall submit to the RFA
plans and specifications which describe the proposed activity. Construction shall +
not commence until the RFA has approved the plans and specifications in writing.
The RFA shall have thirty (30) days in which to review the proposed plans and
specifications. The plans and specifications shall be deemed approved and the
requirement for the RFA's written consent shall be treated as waived, unless the
RFA notifies Tenant otherwise within the thirty (30) days. Upon completion of
construction, Tenant shall promptly provide the RFA with as-built plans and
specifications. The RFA's consent and approval shall not be required for any routine
maintenance or repair of improvements made by the Tenant pursuant to its
obligation to maintain the Premises in good order and repair that does not result in
the construction, alteration, replacement, removal, or major repair of any
improvements on the Premises. The provisions of this section do not obviate any
permit requirements that may apply to the proposed activity. All Tenant
improvements shall be removed by Tenant on or before the Termination Date. If
Lease Agreement-4 (2010)
(Washington Ave North Benveen City of Kent and RFA)
the Tenant improvements remain on the Premises after the Termination Date, they
shall become the property of the RFA without payment by the RFA.
8.2 Unauthorized Improvements. Improvements made on the Premises
without the RFA's prior consent pursuant to subsection 8.1 or which are not in
conformance with the plans submitted to and approved by the RFA ("Unauthorized
Improvements ) shall immediately become the property of the RFA, unless the RFA
elects otherwise. Regardless of ownership of Unauthorized Improvements, the RFA
may, at its option, require Tenant to sever, remove, and dispose of them. If
Tenant fails to remove an Unauthorized Improvement upon request, the RFA may
remove it and charge Tenant for the cost of removal and disposal.
9. ENVIRONMENTAL LIABILITY/RISK ALLOCATION.
9.1 Definition. "Hazardous Substance" means any substance which now or
in the future becomes regulated or defined as Hazardous Substance or Hazardous
Waste under any federal, state, or local statute, ordinance, rule, regulation, or
other law relating to human health, environmental protection, contamination or
cleanup, including, but not limited to, the Comprehensive Environmental Response,
Compensation and Liability Act of 1980 ("CERCLA"), 42 U.S.C. 9601 et seq., and
Washington's Model Toxics Control Act ("MTCA"), RCW 70.105D.010 et seq.
9.2 Use of Hazardous Substances. Tenant covenants and agrees that
Hazardous Substances will not be used, stored, generated, processed, transported,
handled, released, or disposed of in, on, under, or above the Premises, except in
accordance with all applicable laws.
9.3 Current Conditions Duty of Utmost Care, and Duty to Investigate
9.3.1 The RFA makes no representations about the condition of the
Premises. With regard to any Hazardous Substances that may exist in, on, under,
or above the Premises, the RFA disclaims any and all responsibility to conduct
investigations, to review any State records, documents or files, or to obtain or
supply any information to Tenant.
9.3.2 Tenant shall exercise the utmost care with respect to both
Hazardous Substances in, on, under, or above the Premises as of the
Commencement Date, and any Hazardous Substances that come to be located in,
on, under, or above the Premises during the Term of this Lease, along with the
foreseeable acts or omissions of third parties affecting those Hazardous Substances,
and the foreseeable consequences of those acts or omissions occurring as a result
of Tenant's use or occupancy of the Premises. The obligation to exercise utmost
care under this subsection 9.3 includes, but is not limited to, the following
requirements:
(a) Tenant shall not undertake activities that will cause,
Lease Agreement- 5 (2010)
(Washington Ave North Bemeen City of Kent and RFA)
contribute to, or exacerbate contamination of the Premises;
(b) Tenant shall not undertake activities that result in human
or environmental exposure to contaminated sediments on the Premises; and
(c) If requested, Tenant shall allow reasonable access to the
Premises by employees and authorized agents of the U.S. Environmental Protection
Agency ("EPA"), the Washington the State Department of Ecology ("DOE"), or other
similar environmental agencies.
9.4 Notification and Resorting.
9.4.1 Tenant shall immediately notify the RFA if Tenant becomes
aware of any of the following:
(a) A release or threatened release of Hazardous Substances
in, on, under, or above the Premises, any adjoining Premises, or any other
Premises subject to use by Tenant occurring as a result of Tenant's use or
occupancy of the Leased Premises in violation of federal and state laws;
(b) Any problem or liability related to, or derived from, the
presence of any Hazardous Substance in, on, under, or above the Premises, any
adjoining property, or any other property occurring as a result of Tenant's use or
occupancy of the Premises;
(c) Any actual or alleged violation of any federal, state, or
local statute, ordinance, rule, regulation, or other law pertaining to Hazardous
Substances with respect to the Premises, any adjoining property, or any other
property subject to use by Tenant in conjunction with its use or occupancy of the
Premises;
(d) Any lien or action with respect to any of the foregoing; or,
(e) Any notification from the EPA, DOE, or King County that
remediation or removal of Hazardous Substances is or may be required at the }
Premises.
9.4.2 Upon request, Tenant shall provide the RFA with copies of any
and all reports, studies, or audits which pertain to environmental issues or concerns
associated with the Premises, and which were prepared for Tenant and submitted to
any federal, state, or local authorities pursuant to any federal, state, or local
permit, license or law. These permits include, but are not limited to, any National
Pollution Discharge and Elimination System Permit, any Army Corps of Engineers
permit, any State hydraulics permit, any State Water Quality certification, or any
Substantial Development permit.
Lease Agreement-6 (2oto)
(Washington Ave North Between City of Kent and RFA)
9.5 Indemnification.
9.5.1 Tenant shall fully indemnify, defend, and hold the RFA harmless
from and against any and all claims, demands, damages, natural resource
damages, response costs, remedial costs, cleanup costs, losses, liens, liabilities,
penalties, fines, lawsuits, other proceedings, costs, and expenses (including
attorneys' fees and disbursements), that arise out of, or are in any way related to:
(a) The use, storage, generation, processing, transportation,
handling, or disposal of any Hazardous Substance or Hazardous Waste by Tenant,
its contractors, agents, employees, guests, invitees, or affiliates in, on, under, or
above the Premises, any adjoining property, or any other property occurring as a
result of Tenant's use or occupancy of the Premises, during the Term of this Lease;
(b) The release or threatened release of any Hazardous
Substance or Hazardous Waste, or the exacerbation of any Hazardous Substance or
Hazardous Waste contamination, in, on, under, or above the Premises, any
adjoining property, or any other property subject to use by Tenant in conjunction
with its use of the Premises, which release, threatened release, or exacerbation
occurs or occurred during the Term of this Lease and as a result of:
(i) Any act or omission of Tenant, its contractors,
agents, employees, guests, invitees, or affiliates; or,
(ii) Any foreseeable act or omission of a third party
unless Tenant exercised the utmost care with respect to the foreseeable acts or
omissions of the third party and the foreseeable consequences of those acts or
omissions.
9.5.2 In addition to the indemnifications provided in subsection 9.5.1,
Tenant shall fully indemnify the RFA for any and all damages, liabilities, costs, or
expenses (including attorneys' fees and disbursements) that arise out of or are in
any way related to Tenant's breach of the obligations of subsection 9.3.2. This
obligation is not intended to duplicate the indemnity provided in subsection 9.5.1
and applies only to damages, liabilities, costs, or expenses that are associated with
a breach of subsection 9.3.2 and which are not characterized as a release,
threatened release, or exacerbation of Hazardous Substances or Hazardous Wastes.
9.5.3 RFA shall notify Tenant in writing of any third party claim with
reasonable promptness, and Tenant shall have the right to compromise or defend
any such claim, provided that such compromise or defense of such claim does not
negate the Tenant's obligation to indemnify and hold the RFA harmless.
9.5.4 RFA shall release, indemnify, and hold Tenant harmless from
any and all liabilities, obligations, judgments, demands, damages, causes of action,
claims, costs, and expenses, including but not limited to all reasonable attorney's
Lease Agreement- 7 (2010)
(Washington Ave North Between City of Kent and RFA)
1
fees and costs of suit, arising out of or in connection with any contamination from
hazardous waste or an environmental condition on the Premises caused solely by
the RFA, its agents and representatives.
9.6 Cleanup. If a release of Hazardous Substances or Hazardous Wastes
occurs in, on, under, or above the Premises, arising out of any action, inaction, or
event described or referred to in subsection 9.5, above, Tenant shall, at its sole
expense, promptly take all actions necessary or advisable to clean up the
Hazardous Substances or Hazardous Wastes. Cleanup actions shall include, without
limitation, removal, containment and remedial actions and shall be performed in
accordance with all applicable laws, rules, ordinances, and permits. Tenant's
obligation to undertake a cleanup under this subsection 9.6 shall be limited to those
instances where the Hazardous Substances or Hazardous Wastes exist in amounts
that exceed the threshold limits of any applicable regulatory cleanup standards.
Tenant shall also be solely responsible for all cleanup, administrative, and
enforcement costs of governmental agencies, including natural resource damage
claims, arising out of any action, inaction, or event described or referred to in
subsection 9.5, above.
9.7 Sampling by the RFA, Reimbursement, and Split Samples.
9.7.1 The RFA may conduct sampling, tests, audits, surveys, or
investigations ("Tests") of the Premises at any time to determine the existence,
scope, or effects of Hazardous Substances or Hazardous Wastes on the Premises,
any adjoining property, any other property subject to use by Tenant in conjunction
with its use of the Premises, or any natural resources. If such Tests, along with any
other information, demonstrates the existence, release, or threatened release of
Hazardous Substances arising out of any action, inaction, or event described or
referred to in subsection 9.5, above in violation of federal or state law, Tenant shall
promptly reimburse the RFA for all costs associated with such Tests.
9.7.2 The RFA's ability to seek reimbursement for any Tests under this
subsection shall be conditioned upon the RFA providing Tenant written notice of its
intent to conduct any Tests at least fifteen (15) calendar days prior to undertaking
such Tests, unless such Tests are performed in response to an emergency situation
in which case the RFA shall only be required to give such notice as is -reasonably
practical.
10. ASSIGNMENT AND SUBLETTING.
Tenant shall not sell, convey, mortgage, assign, pledge, sublet, or otherwise
transfer or encumber all or any part of Tenant's interest in this Lease or the
Premises without the RFA's prior written consent which may not be unreasonably
withheld by the RFA. In the event of such consent, each permitted transferee shall
assume all obligations under this Lease. No assignment, sublet, or transfer shall
release, discharge, or otherwise affect the liability of Tenant. The acceptance by
Lease Agreement- 8 (2010)
OVashmgton Ave North Between City of Kent and RFA)
the RFA of payment following an assignment or other transfer shall not constitute
consent to any assignment or transfer.
11. INDEMNITY.
11.1 The RFA shall not be liable for any injury to any person or for any loss
of or damage to any property occurring in or about the Premises or the buildings
thereon and caused by or resulting from any act or omission by Tenant any officer,
agent, employee, guest, invitee, or visitor of Tenant; and, during the full term
hereof. Tenant agrees and covenants to indemnify, defend, and hold harmless the
RFA and those persons who were, now are, or shall be duly elected or appointed
officials or members or employees or agents thereof, against and from any loss,
damage, costs, charge, expense, liability, claim, demand, or judgments of
whatsoever kind or nature whether to persons or property, to the extent arising on
the Premises, in or on said building, or on any areas adjoining the same, which is
under the control or use of Tenant pursuant to this Lease and arising out of or in
connection with Tenant's use and occupancy of the Premises. The RFA agrees and
covenants to indemnify, defend, and hold harmless the Tenant, its officers,
employees, and agents thereof, against and from any loss, damage, costs, charge,
expense, liability, claim, demand, or judgment of whatsoever kind or nature
whether to persons or property, arising out of or in connection with the RFA's
negligence in its performance under this Lease.
11.2 Should a court of competent jurisdiction determine that this Lease is
subject to RCW 4.24.115, then, in the event of liability for damages arising out of
bodily injury to persons or damages to property caused by or resulting from the
concurrent negligence of Tenant and the RFA, its officers, officials, employees, and
volunteers; the Tenant's liability hereunder shall be only to the extent of the
Tenant's negligence. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD
THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE TENANT'S
WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51, RCW, SOLELY
FOR THE PURPOSES OF THIS INDEMNIFICATION. This waiver has been mutually
negotiated by the parties.
11.3 The provisions of Section 11 shall survive the expiration or termination
of this Lease.
12. INSURANCE.
12.1 During the term of this Lease and any extension thereof, the Tenant
shall maintain an insurance policy on the Property in the amount of the replacement
cost, for damage from fire; earthquake, and other perils. Said insurance policy
shall also insure the replacement value of the equipment provided by the RFA
pursuant to this Lease. The proceeds on a claim against said insurance policy for
damage shall be used to repair damage to the building so insured and to repair or
replace any damaged personal property provided by the RFA. If the RFA is also
Lease Agreement-9 (2oto)
(Washington Ave North Between City ojKent and RFA)
occupying the Property, the RFA shall reimburse Tenant for a percentage of the cost
of insurance based on square footage. Payment shall be made within thirty (30)
days of the Tenant sending an invoice.
12.2 The Tenant shall be responsible for maintaining its own fire and hazard
insurance on Tenant owned personal property and leasehold improvements placed
within the Premises by the Tenant.
12.3 The Tenant shall procure and maintain for the duration of the Lease,
insurance against claims for injuries to persons or damage to property which may
arise from or in connection with this Lease by the Tenant, its agents,
representatives, employees or subcontractors. The Tenant shall provide a
Certificate oflnsurance evidencing the following:
12.3.1 Automobile Liability insurance with limits no less than
$1,000,000 combined single limit per accident for bodily injury and property
damage.
12.3.2 Commercial General Liability insurance written on an
occurrence basis with limits no less than $2,000,000 combined single limit per
occurrence and $2,000,000 aggregate for personal injury, bodily injury and
property damage. Coverage shall include but not be limited to: blanket
contractual; products/completed operations; broad form property damage; premise
operations; and employer's liability.
12.3.3 Any payment of deductible or self-insured retention shall be
the sole responsibility of the Lessee.
12.3.4 The RFA shall be named as an additional named insured on the
insurance policy, with respect to work performed by, or on behalf of, the Tenant,
and a copy of the endorsement naming the RFA as additional named insured shall
be attached to the Certificate of Insurance. l
12.3.5 The Tenant's insurance shall contain a clause stating that
coverage shall apply separately to each insured against whom claim is made or suit
brought, except with respect to the limits of the insurer's liability.
12.3.6 The Tenant's insurance shall be the primary insurance with
respect to the City, and the RFA shall be given thirty (30) days prior written notice
of any cancellation, suspension or material change in coverage.
12.3.7 In the alternative Tenant may satisfy the requirement in
subsection 12.3 by being a participant in an authorized self insurance pool in the
state of Washington with protection equal to or greater than that specified in
subsection 12.3.
Lease Agreement- 10 (2010)
(Washington Ave North Bef veen City of Kent and RFA)
13. DAMAGE OR DESTRUCTION. The parties recognize that some or all use of
the Premises may be interfered with or prevented because of fire, earthquake,
flood, storm, landslide, act of war, vandalism, theft or other extraordinary casualty
("Casualty").
13.1 Material Damage. If the Premises are damaged or destroyed by fire or
any Casualty which cannot, despite diligent, good faith efforts be repaired or
restored within one hundred twenty (120) days following the date on which such
damage occurs, then Tenant may elect to terminate the Lease effective as of the
date of such damage or destruction. Within thirty (30) days after the date of such
damage, the parties shall determine how long the repair and restoration will take.
After that determination has been made, Tenant shall have a period of thirty (30)
days to terminate the Lease by giving written notice to the RFA.
13.2 Repair after Damage. If Tenant does not give notice of Tenant's
election to terminate as provided in subsection 13.1, then the RFA shall, subject to
the provisions of this Section, immediately commence and diligently pursue the
completion of the repair of such damage so that the Premises is restored to a
condition of similar quality, character and utility for Tenant's purposes.
Notwithstanding anything contained herein to the contrary, if the Premises is not
repaired and restored within one hundred twenty (120) days from the date of the
damage, Tenant may cancel the Lease at any time before RFA completes the
repairs and delivers the restored Premises to Tenant. If Tenant does not so
terminate, RFA shall continue to restore the Premises. Tenant shall have no claim
against the RFA for any direct, incidental or consequential damages arising from the
RFA's failure to commence or complete any repairs to the Premises.
13.3 Uninsured Damage. If damage or destruction is caused by a peril not
required to be insured against hereunder and for which insurance proceeds are not
available, either the RFA or Tenant may terminate this Lease by thirty (30) days
written notice to the other of its election so to do so and the Lease shall be deemed
to have terminated as of such date unless the other party agrees in writing to pay
for such repairs or restoration.
14. DEFAULT AND REMEDIES.
14.1 Acts Constituting Default. Tenant shall be in default of this Lease on
the occurrence of any of the following:
14.1.1 Failure to pay Rent or other expenses when due;
14.1.2 Failure to comply with any law, regulation, policy, or order of
any lawful governmental authority;
14.1.3 Failure to comply with any other provision of this Lease;
Lease Agreement- 11 (zolo)
Mashmgton Ave North Between City of Kent and RFA)
14.1.4 Failure to cure a default pursuant to Section 14.2 below;
14.1.5 Proceedings are commenced by or against Tenant under any
bankruptcy act or for the appointment of a trustee or receiver of Tenants' Premises;
or
14.1.5 Tenant vacates or abandons the Premises.
14.2 Failure to Cure. A default shall become an event of default ("Event of
Default") if Tenant fails to cure the default after the RFA provides Tenant with
written notice of default, which specifies the nature of the default. For failure to
pay rent or other monetary defaults, the cure period shall be ten (10) days. For
other defaults, the cure period shall be thirty (30) days.
14.3 RFA's Remedies Upon Default. Upon an Event of Default, the RFA may
terminate this Lease and remove Tenant by summary proceedings or otherwise.
The RFA's reentry or repossession of the Premises under this subsection shall not
be construed as an election to terminate this Lease or cause a forfeiture of rents or
other charges to be paid during the balance of the Term, unless the RFA gives a
written notice of termination to Tenant or termination is decreed by legal
proceedings.
15. ENTRY BY THE RFA. The RFA shall have the right to enter the Premises at
any reasonable hour to inspect for compliance with the terms of this Lease upon
twenty-four (24) hours notice. The RFA shall comply with all of Tenant's work
safety rules and restrictions.
16. NOTICE. Any notices required or permitted under this Lease may be
personally delivered, delivered by facsimile machine, or mailed by certified mail,
'return receipt requested, to the following addresses or to such other places as the
parties may direct in writing from time to time:
Tenant: Director of Parks and Recreation
City of Kent
220 Fourth Avenue South
Kent, Washington 98032
(253) 856-5100 Telephone
(253) 856-6050
RFA: Kent Fire Department Regional Fire Authority
Pat Pawlak
24611 116th Avenue S.E.
Kent, Washington 98030
(253) 856-4300 Telephone
(253) 856-6300 Facsimile
Lease Agreement- 12 polo)
(Washington Ave,North Between City of Kent and RFA)
A notice shall be deemed given and delivered upon personal delivery, upon receipt
of a confirmation report if delivered by facsimile machine, or three (3) days after
being mailed as set forth above, whichever is applicable.
17. MISCELLANEOUS.
17.1 Authority. The RFA and Tenant represent that each person signing on
this Lease on its behalf is authorized to do so.
17.2 Successors and Assigns. This Lease shall be binding upon and inure to
the benefit of the parties, their successors and assigns.
17.3 Headinos. The headings used in this Lease are for convenience only
and in no way define, limit, or extend the scope of this Lease or the intent of any
provision.
17.4 Entire Agreement. This Lease, including the exhibits and addenda, if
any, contains the entire agreement of the parties. All prior and contemporaneous
agreements, promises, representations, and statements relating to this transaction
or to the Premises, if any, are merged into this Lease.
17.5 Waiver. The waiver by the RFA or Tenant of any breach or default of
any term, covenant, or condition of this Lease shall not be deemed to be a waiver
of such term, covenant, or condition; of any subsequent breach or default of the
same; or of any other term, covenant, or condition of this Lease. The RFA's
acceptance of a rental payment shall not be construed to be a waiver of any
preceding or existing breach other than the failure to pay the particular rental
payment that was accepted.
17.6 Cumulative Remedies. The rights and remedies of the RFA and Tenant
under this Lease are cumulative and in addition to all other rights and remedies
afforded to the RFA and Tenant by law or equity or otherwise.
17.7 Time is of the Essence. TIME IS OF THE ESSENCE as to each and
every provision of this Lease.
17.8 Language. The word "Tenant" as used in this Lease shall be applicable
to one or more persons, as the case may be. The singular shall include the plural,
and the neuter shall include the masculine and feminine. The word "persons,"
whenever used, shall include individuals, firms, associations, and corporations.
17.9 Invalidity. If any provision of this Lease shall prove to be invalid, void,
or illegal, it shall in no way affect, impair, or invalidate any other provision of this
Lease.
17.10 Applicable Law and Venue. This Lease shall be interpreted and
Lease Agreement- 13 (2010)
(Washington Ave North Between City of Kent and RFA)
construed in accordance with the laws of the State of Washington. Any reference to
a statute shall mean that statute as presently enacted or hereafter amended or
superseded. Venue for any action arising out of or in connection with this Lease
shall be in the Superior Court for King County, Washington.
17.11 Modification. Any modification of this Lease must be in writing and
signed by the parties. The RFA and Tenant shall not be bound by any oral
representations or statements.
17.12 Survival of Covenants. The covenants contained herein survive the
termination or expiration of the Lease for the applicable statute of limitation
periods.
17.13 Quiet Enjoyment. The RFA covenants and agrees that Tenant, upon
performing the terms and conditions of the Lease, may peacefully hold and enjoy
the Premises during said term without any interruption by the RFA, its successors
or assigns, or any person or company lawfully claiming by or through it.
17.14 Recording of Short Form Lease. Neither the RFA nor Tenant may
record this Lease without the other's prior approval, but the parties will at any time
at the request of either party promptly execute duplicate originals of an instrument,
in recordable form, which will constitute a short form of this Lease, setting forth a
description of the Premises, the terms of this Lease and other provisions hereof,
except the rental and other provisions as either party may request, which may be
recorded.
17.15 Duplicate Originals. This Lease Agreement may be executed in
duplicate originals.
THIS AGREEMENT requires the signature of all parties and is executed as of
the date of the last signature below.
CITY OF KENT KENT FIRE DEPARTMENT
REGIONAL FIRE AUTHORITY
By: By:
Print Name: Print Name:
Its: Its:
Date Date:
Lease Agreement- 14 (2010)
(Washington Ai e,North Between City of Kent and RFA)
i
APPROVED AS TO FORM:
By: By:
Kent Law Department Brian Snure
Legal Counsel for Kent Fire Department
Regional Fire Authority
STATE OF WASHINGTON )
ss.
COUNTY OF KING )
On this day of 2010, before me a Notary Public in
and for the State of Washington, personally appeared
personally known to me (or proved to me on the basis of satisfactory
evidence) to be the person who executed the foregoing instrument as
is the person who appeared before me, and said person acknowledged that
he/she signed this instrument, on oath stated that he/she is authorized to execute
the instrument on behalf of the City of Kent as its and such
execution to be the free and voluntary act of such party for the uses and purposes
mentioned in the foregoing instrument.
- Notary Sea!Must Appear Within This Box
IN WITNESS WHEREOF, I have hereunto set my hand and official seal the
day and year first above written.
NOTARY PUBLIC, in and for the
State of Washington
Residing at , Washington
My Appointment Expires
Lease Agreement- 15 (2010)
(6f'ashington Aee North Benueen Cary of Kent and RFA)
STATE OF WASHINGTON )
ss.
COUNTY OF KING )
On this day of 2010, before me a Notary Public in
and for the State of Washington, personally appeared
personally known to me (or proved to me on the basis of satisfactory
evidence) to be the person who executed the foregoing instrument as
is the person who appeared before me, and said person acknowledged that
he/she signed this instrument, on oath stated that he/she is authorized to execute
the instrument on behalf of the KENT FIRE DEPARTMENT REGIONAL FIRE
AUTHORITY as its , and such execution to be the free and
voluntary act of such party for the uses and purposes mentioned in the foregoing
instrument.
Notary Sea!Must Appear Within This Box
IN WITNESS WHEREOF, I have hereunto set my hand and official seal the
day and year first above written.
NOTARY PUBLIC, in and for the
State of Washington
Residing at , Washington
My Appointment Expires
P•\Civil\Files\Open Files\1421-Regional Fire Authority\Pratt P&S,
Leases\LeaseAgreementWashingtonAveFina1062910 docx
Lease Agreement- 16 (2010)
(Washington Ave North Between City of Kent and RFA)
Exhibit A
Washington Avenue
Future Station Site
Legal Description:
PARCEL A:
LOTS 3 AND 4,CITY OF KENT SHORT PLAT NO. SP-81-1I,(ALSO KNOWN AS BADGER NURSERY
SHORT PLAT)AND APPROVED UNDER CITY OF KENT RESOLUTION NO.SPC-82-4,RECORDED APRIL
29, 1982 UNDER RECORDING NO. 8204290391, SAID SHORT PLAT BEING A PORTION OF TRACT 26,
MEEKER'S SUPPLEMENTAL PLAT OF THE FIRST ADDITION TO THE TOWN OF KENT,ACCORDING
TO THE PLAT THEREOF RECORDED IN VOLUME 5 OF PLATS,PAGE 96,IN KING COUNTY,
WASHINGTON.
PARCEL B:
AN EASEMENT FOR ACCESS AND UTILITIES AS DELINEATED ON SAID SHORT PLAT;
EXCEPT THAT PORTION THEREOF LYING WITHIN PARCEL A.
Fx
7
i
'�`o��
f `Yr.in ♦f � i
t'4t �n�y
t i
�T�� �._Y,c�Y<:sk` '3�,xy� � �`.�.r 3 F r'�.k.*.� Y'✓ y
w „F4,4r ••"'` wm' .d z�i�,�. � , 'd
Ak
lit 0��,
x
03
xyt..
aIa gyy. t ,5�n n'e Fx
.F f
No
n�q� { V 1VV7
,-
ren5&+n-'
r
'tt
w �
R r
14
rt
AN
... y,e'au
14
y'x= € 5pe�x ;�4 f�4fr'=4 ¢�'� �i4`•` �z$�����34Y s�[ e `�' tli�y s'"Rl'c
a✓F £' '§`:YT ..Lx ' �y"� �TOF 4; '` fa r X�k fpa q
EXHIBIT D
RIGHT OF FIRST OFFER TO PURCHASE
BETWEEN THE KENT FIRE DEPARTMENT REGIONAL FIRE AUTHORITY
AND THE CITY OF KENT
FOR 11407 WASHINGTON AVENUE NORTH SITE"
This Right of First Offer (the "Agreement") is entered into on the last date
signed below between the KENT FIRE DEPARTMENT REGIONAL FIRE AUTHORITY
("RFA" and "Seller"), a Washington municipal corporation, whose mailing address is
24611 116th Avenue S.E., Kent, Washington 98030, and the CITY OF KENT ("City"
and "Buyer"), a Washington municipal corporation, whose mailing address is 220 4th
Avenue South, Kent, Washington, 98032-5895, Washington.
RECITALS
A. The RFA is the owner of certain real property known as King County
tax parcel number 5436200503, located at 407 Washington Avenue North, Kent,
Washington, 98032, legally described in Attachment "A" incorporated herein (the
"Property"). The Property was sold to the RFA by the City for $1.00 when the RFA
was created to provide fire department and emergency services within the
jurisdiction of the City and King County Fire Protection District 37. The City has an
interest in acquiring the Property back from the RFA should the RFA no longer
desire to retain the Property for future RFA use.
B. In order to preserve the potential for the City to acquire the Property,
the RFA has agreed to grant the City a right of first offer to purchase the Property.
RIGHT OF FIRST OFFER TO PURCHASE
407 WASHINGTON AVENUE NORTH SITE
Page I of 8
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt of which
is hereby acknowledged, the parties agree as follows:
{
I"
1. Right of First Offer. If at any time after the date of this Agreement Seller no
longer desires to retain the Property for future RFA use, Seller shall provide the
Buyer the right of first offer to purchase the Property for $1.00 on the terms set
forth herein.
2. Notice, Terms of Purchase. Before marketing or offering the Property for
sale, Seller shall provide the Buyer with written notice of its intent to sell the
Property to the City (the "Sale Notice") on the same terms as the City sold the b
Property to the RFA, a copy of said purchase and sale agreement from July 2010 is
included as Attachment "B" incorporated herein ("Sale Terms").
3. Exercise of Right. The Buyer shall have a period of 45 days after its receipt
of the Sale Notice in which to exercise its right of first offer to purchase the
Property on the Sale Terms. The Buyer must exercise this right of first offer in
writing, and the right shall be deemed exercised only when written notice of
exercise is personally delivered to Seller. Failure to exercise the right of first offer
in writing within such 45 day period shall cause the right to terminate as it applies
i
to the Sale Notice. Notwithstanding the foregoing, if the Buyer does not exercise P
the right of first offer, at the request of Seller in connection with a subsequent sale
of the Property, the Buyer shall provide written confirmation that the Buyer did not
exercise the right, which written confirmation shall be in recordable form and may
be provided by Seller to potential purchasers, lenders and title insurance companies
that may be involved in the subsequent sales transaction.
4. Access to Property. If the Buyer is not a tenant on the Property at the time
Buyer receives a Sale Notice, Buyer shall have 45 days after the date the Buyer
receives a Sale Notice, to enter upon the Property for purposes of conducting
RIGHT OF FIRST OFFER TO PURCHASE
407 WASHINGTON AVENUE NORTH SITE
Page 2 of 8
studies, investigations and surveys of the Property. The Buyer shall provide Seller
with at least 48 hours prior written notice before entering the Property for such
purposes; shall conduct all studies and investigations so as not to interfere with the
normal operation of the Property; and shall indemnify, defend and hold harmless
Seller from all claims, actions or damages arising from the Buyer's entry onto and
testing on the Property, except to the extent due to Seller's sole negligence. The
Buyer shall also promptly repair any and all damage that arises due to the Buyer's
entry onto and testing on the Property.
5. Effect of Exercise. If the Buyer exercises the right of first offer in the manner
set forth in Section 3 above, the Buyer shall thereafter proceed to purchase the
Property from Seller on the Sale Terms. Closing shall occur within 30 days of the
date of exercise of the right by the Buyer.
6. Failure to Exercise.
(a) If the Buyer does not exercise its right of first offer in the manner set
forth in Section 3 above Seller shall have a period of 12 months from the date the
right of first offer terminates to market and sell the Property. Seller shall inform z
the Buyer of the terms of such proposed sale to another buyer, so that the Buyer
can compare them to the Sale Terms, upon the Buyer's request. If Seller has not
closed the sale of the Property within such 12 month period this right of first offer
shall be reinstated in full, and Seller must first reoffer the property to the Buyer on
the Sale Terms.
r
b If the Buyer does not exercise its right of first offer in the manner set
forth in Section 3 above and Seller thereafter sells the Property as set forth above,
the right of first offer and this Agreement shall thereafter terminate and become
null and void. In this respect, and except as specifically provided in Section 7
below, this Agreement and the rights of the Buyer hereunder shall not apply to a
successor owner or purchaser of the Property.
RIGHT OF FIRST OFFER TO PURCHASE
407 WASHINGTON AVENUE NORTH SITE
Page 3 of 8
7. Excluded Transactions. The right of first offer set forth in this Agreement
shall not apply to the following:
(a) a foreclosure sale, trustee's sale or deed in lieu of foreclosure with
respect to any financial liens or encumbrances on the Property; or
(b) transfer of the Property by the Seller to another municipal entity that is
responsible for providing fire protection and emergency medical services to the City
of Kent.
Notwithstanding the foregoing, in the event of a transaction described above,
the right of first offer shall continue to apply to the Property notwithstanding such
transfers (i.e., the sale of the Property by the successor would be subject to the
right of first offer).
8. Subordination. This Agreement and the rights of the Buyer hereunder shall
be subject and subordinate to any mortgages or deeds of trust that may now or
hereafter be placed upon the Property and to any or all advances to be made or
amounts owing thereunder, and all renewals, replacements, consolidations and
extensions thereof. The Buyer shall execute and deliver, within 15 days after
demand therefore, whatever instruments may reasonably be required from time to
time by any mortgagee or deed of trust beneficiary to confirm such subordination.
9. Assignment. The right of first offer set forth in this Agreement may not be
a
transferred or assigned by the Buyer without the express written consent of Seller,
which may be withheld at Seller's discretion.
10. Recordation/Release. This Agreement shall be recorded in the real property
records of King County, Washington. At the request of Seller, the Buyer will sign
and record a termination of this Agreement in connection with a sale of the
Property (in accordance with the terms hereof). Without limiting the foregoing
requirements, the failure of the Buyer to record a termination of this Agreement
within 15 days of request from Seller (and assuming Seller are otherwise entitled to
such termination pursuant to this Agreement) shall constitute a default by the
RIGHT OF FIRST OFFER TO PURCHASE
407 WASHNGTON AVENUE NORTH SITE
Page 4 of 8
Buyer hereunder, and Seller may seek immediate equitable relief to obtain such
termination (in addition to any other rights of Seller hereunder).
11. Breach, Remedy. In the event either party defaults or fails to perform its
obligations hereunder, the aggrieved party may seek any and all remedies available
at law or in equity. Without limiting the foregoing, if the Property is sold in
contravention of the Buyer's rights under this Agreement, the Buyer shall have the
right to equitable relief to declare the sale to be invalid.
12. Governing Law. Attorneys' Fees. This Agreement shall be construed
according to the laws of the State of Washington. If either Seller or Buyer should
find it necessary to employ an attorney to enforce a provision of the Agreement or
to recover damages for the breach hereof (including proceedings in bankruptcy),
t
each party shall pay its own costs and attorneys' fees.
13. Authority. Each person signing this Agreement on behalf of Seller and the
Buyer, respectively, warrants that he/she has the authority to enter into this
Agreement.
14. Notices. Any and all notices required under this Agreement shall be deemed
to have been given upon receipt when personally delivered, sent overnight courier,
or two days after deposit in the United States mail. All notices shall be addressed
as set forth below or such other address as any party may later specify in writing:
a
Buyer: City of Kent
Chief Administrative Officer l
220 Fourth Avenue South r
Kent, WA 98032-5895
(253)856-5710 Telephone
(253)856-6700 Facsimile
With a copy to: City of Kent
City Attorney's Office
220 Fourth Avenue South
Kent, WA. 98032-5895
RIGHT OF FIRST OFFER TO PURCHASE
407 WASHINGTON AVENUE NORTH SITE
Page 5 of 8
Seller: Kent Fire Department Regional Fire Authority
Pat Pawlak
24611 116thAvenue S.E.
Kent, WA 98030
(253)856-4300 Telephone
(253)856-6300 Facsimile
15. Complete Agreement. This Agreement constitutes the full and complete
agreement concerning the right of first offer. Any modification of this Agreement
shall be in writing and properly executed by the parties hereto or their successors-
in-interest.
CITY OF KENT
By: Suzette Cooke
Its: Mayor
Date:
14
KENT FIRE DEPARTMENT REGIONAL FIRE AUTHORITY
By:
Its:
Date:
APPROVED AS TO FORM: APPROVED AS TO FORM:
Brian Snure, Kent Law Department
Attorney for RFA
RIGHT OF FIRST OFFER TO PURCHASE
407 WASHINGTON AVENUE NORTH SITE
Page 6 of 8
STATE OF WASHINGTON )
ss.
COUNTY OF KING )
I hereby certify that I know or have satisfactory evidence that Suzette Cooke
is the person who appeared before me, and said person acknowledged that she
signed this instrument, on oath stated that she is authorized to execute the
instrument on behalf of the City of Kent as its Mayor, and such execution to be the
free and voluntary act of such party for the uses and purposes mentioned in the
foregoing instrument.
-Notary Seal Must Appear Within This Box-
IN WITNESS WHEREOF, I have hereunto set my hand and official
seal the day and year first above written.
NOTARY PUBLIC, in and for the State
of Washington, residing at
My appointment expires
a
RIGHT OF FIRST OFFER TO PURCHASE
407 WASHINGTON AVENUE NORTH SITE
Page 7of8
STATE OF WASHINGTON )
ss.
COUNTY OF KING )
I hereby certify that I know or have satisfactory evidence that
is the person who appeared before me, and said person acknowledged
that he/she signed this instrument, on oath stated that he/she is authorized to
execute the Instrument on behalf of the Kent Fire Department Regional Fire
Authority as its , and such execution to be the free and voluntary
act of such party for the uses and purposes mentioned in the foregoing Instrument.
-Notary Seal Must Appear Within This Box-
IN WITNESS WHEREOF, I have hereunto set my hand and official
seal the day and year first above written.
NOTARY PUBLIC, in and for the State
of Washington, residing at
My appointment expires
f,
P:\Cavil\Files\OpenFiles\1421-Regional Fire Authonty\Pratt P&S, Leases\RightOfFirstOfferWaAveFinal061410 docx
RIGHT OF FIRST OFFER TO PURCHASE
407 WASHINGTON AVENUE NORTH SITE
Page 8 of 8
Attachment A
Legal Description:
PARCEL A:
LOTS 3 AND 4,CITY OF KENT SHORT PLAT NO. SP-81-11,(ALSO KNOWN AS BADGER NURSERY
SHORT PLAT)AND APPROVED UNDER CITY OF KENT RESOLUTION NO.SPC-82-4,RECORDED APRIL
29, 1982 UNDER RECORDING NO. 8204290391, SAID SHORT PLAT BEING A PORTION OF TRACT 26,
MEEKER'S SUPPLEMENTAL PLAT OF THE FIRST ADDITION TO THE TOWN OF KENT,ACCORDING
TO THE PLAT THEREOF RECORDED IN VOLUME 5 OF PLATS,PAGE 96,IN KING COUNTY,
WASHINGTON
PARCEL B:
AN EASEMENT FOR ACCESS AND UTILITIES AS DELINEATED ON SAID SHORT PLAT;
EXCEPT THAT PORTION THEREOF LYING WITHIN PARCEL A.
ATTACHMENT B
REAL ESTATE PURCHASE AND SALE AGREEMENT
BETWEEN THE KENT FIRE DEPARTMENT REGIONAL FIRE AUTHORITY
AND THE CITY OF KENT
FOR" WASHINGTON AVENUE NORTH SITE" I'
This Agreement is entered between the KENT FIRE DEPARTMENT REGIONAL
FIRE AUTHORITY (RFA), a Washington municipal corporation, whose mailing
address is 24611 116th Avenue S.E., Kent, Washington 98030 ("Buyer"), and the
CITY OF KENT, a Washington municipal corporation, whose mailing address is 220
4th Avenue South, Kent, Washington, 98032-5895, (;'Seller"), Washington, for the
sale and purchase of real property as follows: I '
I. PROPERTY. The property, including all improvements and
appurtenances situated thereon, which Buyer agrees to buy and Seller agrees to
sell, is known as King County tax parcel number 5436200503, located at 407
Washington Avenue North, Kent, Washington, 98032, and legally described in
Exhibit A, attached and incorporated by this reference (the "Property") (Buyer and
Seller authorize Closing Agent to correct, over their signatures, the legal description
of the property). A map indicating the location of the Property is also attached as
Exhibit B, incorporated by this reference.
It,
2. PURCHASE PRICE. The total purchase price for the Property is
one dollar ($1.) and other valuable consideration payable on Closing.
h
3. CONTINGENCIES. This agreement is contingent upon:
(a) Acceptance of its terms by the Kent City Council;
(b) Acceptance of its terms by the RFA Governing Board; and
(c) Buyer's review and approval of the title report on the Property
prior to Closing.
d
Should any of these contingencies set forth above not be met or
removed prior to Closing or the earlier date specified, then this Agreement shall
Real Estate Purchase and Sale Agreement Page 1 of 6 2010
407 Washington Avenue North(Future Site)
terminate and neither Buyer nor Seller shall have any further rights, duties or
obligations hereunder.
4. CONVEYANCE AND CONDITION OF TITLE. The title to the
Property shall be conveyed by Seller to Buyer at Closing by Quit Claim Deed (Deed)
including after acquired title, which shall include a reversionary interest for the
Seller as provided below. Buyer and Seller acknowledge that the reason the
purchase price for the Property is substantially less than fair market value is in
consideration of Seller conveying a determinable fee estate to Buyer. Buyer
expressly accepts the reduced purchase price in exchange for the limitation on
unrestricted use of the Property. This substantially reduced purchase price in
exchange for a reversionary interest was contemplated and negotiated by the
parties during the planning and inception of the RFA. See Regional Fire Authority
Plan, Section 7, adopted November 4, 2009 and revised December 8, 2009. The
parties acknowledge that the purpose of the limitation on use is a legitimate
interest in the Property continuing to serve the public safety purpose for which it
was purchased. The Deed shall include the following:
Grantee shall have and hold said Property only so long as the same
shall be allocated for the uses of a regional fire authority, it is the
intent of the Grantor to vest the Grantee an estate in determinable fee
simple in the Property which shall automatically terminate upon
allocation of the Property for any purpose other than those herein
described.
k�
5. TITLE INSURANCE. At Closing, Seller shall cause Pacific
Northwest Title, 116 Washington Avenue North, Kent, Washington, 98032, to issue
standard coverage owner's policy of title insurance to Buyer in an amount equal to I�
the tax assessed value of the Property. The cost of the title insurance shall be paid
by Buyer at Closing. For purposes of this Agreement, the following shall not be
deemed encumbrances or defects: rights reserved in federal patents or state
deeds, building or use restrictions consistent with current zoning, utility and road
easements of record. If title cannot be made so insurable prior to the Closing date,
unless, Buyer elects to waive such defects or encumbrances, this Agreement shall
terminate.
Real Estate Purchase and Sale Agreement Page 2 of 6 2010
407 Washington Avenue North(Future site)
6. LEASE. As part of the consideration for the sale of the Property,
Seller may lease the Property per the Lease attached as Exhibit C and incorporated
herein, which and will be executed by the parties at the Closing of the Property.
7. CLOSING COSTS AND PRO-RATIONS. The cost of escrow shall
be paid by Buyer, except those fees that are expressly limited by Federal
Regulation. Seller shall pay for all applicable revenue stamps and excise tax.
Taxes for the current year, interest, water and other utility charges, if any, shall be
pro-rated as of date of Closing unless otherwise agreed.
B. CLOSING OF THE SALE. WITH THE UNDERSTANDING THAT
TIME IS OF THE ESSENCE FOR THIS AGREEMENT, this sale shall be closed on July
13, 2010, which shall also be the termination date of the Agreement unless said
closing date is extended in writing by mutual agreement of the parties. When
notified, the Buyer and Seller will deposit, without delay, in escrow with Pacific
Northwest Title, 116 Washington Avenue North, Kent, Washington, 98032, all
instruments and monies required to complete the transaction in accordance with
this Agreement. Closing, for the purpose of this Agreement, is defined as the date
that all documents are executed and the sale proceeds are, available for
disbursement to the Seller ("Closing").
9. CASUALTY LOSS. If prior to Closing, improvements on said
premises shall be destroyed or materially damaged by fire or other casualty, this
Agreement, at option of the Buyer, shall become null and void.
10. POSSESSION. Buyer shall be entitled to possession on Closing
subject to the Lease in Exhibit C.
11. SELLER DISCLOSURE; BUYER PURCHASING THE PROPERTY "AS
IS." The Property is being sold and purchased in "as is, where is condition without
representations and warranties" expressed or implied. Buyer acknowledges that
they are not relying on any Seller representations, statements, guarantees or
Real Estate Purchase and Sale Agreement Page 3 of 6 2010
407 Washington Avenue North(Future Site)
warranties of any kind including, without limitation, the physical condition of the
property and any improvements located thereon, or their suitability for any
particular purpose or of merchantability. Buyer shall rely on its own investigations
of the Property in determining whether to acquire it. The provisions of this
paragraph are a material part of the consideration for Seller entering into this
Agreement, and shall survive Closing.
12. RIGHT OF FIRST OFFER. Seller agrees to grant Buyer a Right of
First Offer to purchase the Property. The form of the Right of First Offer is attached
as Exhibit D and will be executed by the parties at the Closing of the Property.
13. DEFAULT AND ATTORNEY'S FEES. If Buyer or Seller default
hereunder, both parties shall have all the rights and remedies available at law or in
equity. In the event of litigation to enforce any of the terms or provisions herein,
each party will pay its own costs and attorney fees. i
14. NON-MERGER. The terms, conditions, and provisions of this
Agreement shall not be deemed merged into the Deed, and shall survive the
Closing and continue in full force and effect.
15. NOTICES. All notices required or permitted to be given hereunder
shall be in writing and shall be sent U.S. certified mail, return receipt requested, or ;
by facsimile transmission addressed as set forth below:
(a) All notices to be given to Buyer shall be addressed as follows:
CITY OF KENT
John Hodgson
Chief Administrative Officer
220 Fourth Avenue South
Kent, WA 98032-5895
(253)856-5710 Telephone
(253)856-6700 Facsimile
Real Estate Purchase and Sale Agreement Page 4 of 6 2010
407 Washington Avenue North(Future Site)
(b) All notices to be given to Seller shall be addressed as follows:
Kent Fire Department Regional Fire Authority
Pat Pawlak
24611 116th Avenue S.E.
Kent, WA 98030
(253)856-4300 Telephone
(253)856-6300 Facsimile
Either party hereto may, by written notice to the other, designate such Ej
other address for the giving of notices as being necessary. All notices shall be
deemed given on the day such notice is personally served, or on the date of the
facsimile transmission, or on the third day following the day such notice is mailed in
accordance with this paragraph.
16. ENTIRE AGREEMENT. This Agreement, including all incorporated
exhibits, constitutes the full understanding between Seller and Buyer. There have
been no verbal or other agreements that modify this Agreement.
17. BINDING EFFECT AND SURVIVIAL. This Agreement shall be
binding upon parties hereto and their respective heirs, successors and assigns.
18. DATE OF MUTUAL ACCEPTANCE. For the purpose of this
Agreement, the date of mutual acceptance of this Agreement shall be the last date
on which the parties to this Agreement have executed this Agreement as indicated
I
below.
Real Estate Purchase and Sale Agreement Page 5 of 6 2010
407 Washington Avenue North(Future Site)
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on the date set forth below.
SELLER BUYER
CITY OF KENT KENT FIRE DEPARTMENT
REGIONAL FIRE AUTHORITY
By: By:
Print Name: Suzette Cooke Print Name:
Its: Mayor Its:
Date: Date:
APPROVED AS TO FORM: APPROVED AS TO FORM:
By: By: fll
Kent Law Department Brian Snure
Legal Counsel for Kent Fire Department
Regional Fire Authority
P:\Civil\Files\OpenFiles\1421-Regional Fire Authority\Pratt P&S,
Lea ses\Purc haseAndSaleWashingtonAveAttachmentBToFirstRight docx
Real Estate Purchase and Sale Agreement Page 6 of 6 2010
407 Washington Avenue North(Future Site)
i
Exhibit A
Washington Avenue
Future Station Site
Legal Description:
PARCEL A:
LOTS 3 AND 4,CITY OF KENT SHORT PLAT NO. SP-81-11,(ALSO KNOWN AS BADGER NURSERY
SHORT PLAT)AND APPROVED UNDER CITY OF KENT RESOLUTION NO.SPC-82-4,RECORDED APRIL
29, 1982 UNDER RECORDING NO 8204290391, SAID SHORT PLAT BEING A PORTION OF TRACT 26,
MEEKER'S SUPPLEMENTAL PLAT OF THE FIRST ADDITION TO THE TOWN OF KENT,ACCORDING
TO THE PLAT THEREOF RECORDED IN VOLUME 5 OF PLATS,PAGE 96,IN KING COUNTY,
WASHINGTON.
PARCEL B:
AN EASEMENT FOR ACCESS AND UTILITIES AS DELINEATED ON SAID SHORT PLAT;
EXCEPT THAT PORTION THEREOF LYING WITHIN PARCEL A.
I�
Exhibit B
Washington Avenue
Supplemental Plat of Meeker' s 1st Addition 5/96
35.24
LAT2
POR 1
.4
4AC
0'y3 123131 a I
r
0483 I w.
o in
TR.x u9.1 26 1 T J U LU e
11 26 KENTSM41- e2a4290391 E W -- — •—••••.••_-•
n Lot 4 - lJ7t 1 24476 51 d
„ 0501 �, Z 1 2
• M 1.
------_. .-----'242.. .,.a._ ram, ;�"� , c
it 10 + `
_ ,�. LCEN^_ LI.R 53-71 1_, ' •• : �9j•i• �::.1 �
')010A20 r. r 4
O1 o ti Lot 3 53342 c1 1i
n 1Oa. 2.23 0503
0070503 224 { I
. — ......
4
-
I47 H 14-30-30 [ w ii=isiiz-34 a 14. 1 a 240 ` _
' 235
T LOT i •"r IZ ;�"
�3952 5,
FOIL. KENTE a0.4-
IPOR ) ;
12967 s ,p571 0=10 20132
H —
y bE C.
;A
e LOTS ; ,-•
711343 SP •0' n �-rti v :v
LOT
- I
7 34 7C 14000 s1 34329 01 " 1'
a431S� )v .'a
Q559 . � ^ 0520 0521 Si h :: .A
too.
i 19-37-35 I 0523 M� a Ip .n{ �,' 91.21
S<.SO (SPI u I 114.94 27 .i PA 2 222+60.26 - ,
• J92 ,;„I 10100 'Jim. 'CI. (aNIMI 5T.
`_� S ' 5� SMITH STREET r'�- :- - - - --- - - - -
-+v -+ V
5194J439 - sc• zzz+2s
23
1H9-JT-7aI; 770.la N1p___--i �� i �2 i4 i a i R
v
REQUEST FOR MAYOR'S SIGNATURE
KENT Please Fill in All Applicable Boxes
WASHIn OTON
Routing Information (ALL REQUESTS MUST FIRST BE ROUTED THROUGH THE LAW DEPARTMENT)
OriginatorI Ou Phone (Ongunator)
Date Sent. � (o Date Required. n --3 _ v
Return Signed Document to: CONTRACT TERMINATION DATE:
VENDOR NAME: DATE OF COUNCIL APPROVAL:
Brief Explanation of Document:
All Contracts Must Be Routed Through the Law Department
rz -- •_ - Thrs Area to be Completed Gv the Law Department)
Received" Li RECEDE
Approval oflVa%/-0DeptU10
Law Dept. Comments:
City of Keni
Office of the Mayor
Date Forwarded to Mayor
Shaded Areas to Be Completed by Administration Staff
Received:
Recommendations & Comments: ���1' '� --= 4
Disposition: 612310110 /�d % /YbA 6f/c .
r1TY
Date Returned
Iase-)8 0 3;05
20100713001039.002
RIGHT OF FIRST OFFER TO PURCHASE
BETWEEN THE KENT FIRE DEPARTMENT REGIONAL FIRE AUTHORITY
AND THE CITY OF KENT
FOR `1407 WASHINGTON AVENUE NORTH SITE"
This Right of First Offer (the "Agreement'�'is entered into on the last date
signed below between the KENT FIRE. DEPARTMENT REGIONAL FIRE AUTHORITY
("RFA" and "Seller"), a Washington municipal corporation, whose mailing address is
24611 116th Avenue S.E., Kent, Washington 98030, and the CITY OF KENT ("City"
and "Buyer"), a Washington municipal corporation, whose mailing address is 220 4th
Avenue South, Kent, Washington, 98032-5895, Washington.
RECITALS
A. The RFA is the owner of certain real property known as King County
tax parcel number 5436200503, located at 407 Washington Avenue North, Kent,
Washington, 98032, legally described in Attachment "A" incorporated herein (the
"Property"). The Property was sold to the RFA by the City for $1,00 when the RFA
was created to provide fire department and emergency services within the
jurisdiction of the City and King County Fire Protection District 37. The City has an
interest in acquiring the Property back from the RFA should' the RFA no longer
desire to retain the Property for future RFA use. ,
B. In order to preserve the potential for the City to acquire the Property,
the RFA has agreed to grant the City a right of first offer to purchase the Property.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt of which
is hereby acknowledged, the parties agree as follows:
RIGHT OF FIRST OFFER TO PURCHASE
407 WAS14INGTON AVENUE NORTH SITE
Page I of 8
2010071'3001039.003
1. Right of First Offer. If at any time after the date"of this Agreement Setter no'
longer desires to retain the Property for future RFA use, Seller shall' provide the
Buyer the right of first offer to purchase the Property for $1.00 on the terms set
forth herein.
2. Notice. Terms of Purchase. . Before marketing or offering the Property for
sale, Seller shall provide the Buyer with written :notice of its intent to sell the
Property to the City (the "Sale Notice") on the same terms as the City sold the
Property•to the RFA, a copy of said purchase and sale agreement from July 2010 is
included as Attachment"B" incorporated herein ("Sale Terms").
3. Exercise of Ri4ht. The Buyer shall have a period of 45 days after its receipt
of the Sale Notice in which to exercise its right of First offer to purchase the '
Property on the Sale Terms. The Buyer must exercise this right of first offer in
writing, and the right shall be deemed exercised only when written notice of
exercise is personally delivered to Seller. Failure to exercise the right of first offer
in writing within such 45 day period shall cause th'e right to terminate as it applies
to the Sale Notice. Notwithstanding the foregoing, if the Buyer does not exercise
the right of first offer, at the request of Seller in connection with a subsequent sale
of the Property, the Buyer shall provide written confirmation that the Buyer did not
exercise the right, which written confirmation shall be in recordable form and may
be provided by Seller to,potential purchasers, lenders and title insurance companies
that may be involved in the subsequent sales transaction.
4. Access to Property. If the Buyer is not a tenant on the Property at the time
Buyer receives a Safe Notice, Buyer shall have 45 days after the date the Buyer
receives a Sale Notice, to enter upon the Property for purposes of conducting
studies, investigations and surveys of the Property. The Buyer shall provide Seller,
with at least 48 hours prior written notice before entering the Property for such
purposes; shall conduct all studies and investigations so as not to interfere with the
normal operation of the Property; and shall indemnify, defend and- hold harmless
Seller from all claims, actions or damages arising from the Buyer's entry onto and
RIGHT OF FIRST OFFER TO PURCHASE
407 WASHTNGTON AVENUE NORTH SITE
Page 2 of 8
20100713001039.004
testing on the Property, except to the extent due to Seller's sole negligence. The"
Buyer shall also promptly repair any and all damage that arises due to the Buyer's
entry onto and testing on the Property.
5. Effect of Exercise. If the Buyer exercises the right of first offer in the manner
set forth in Section 3 above, the Buyer shall thereafter, proceed to purchase the
Property from Seller on the Sale Terms. Closing shall occur within 3D days of the
date of exercise of the right by the Buyer.
6. Failure to Exercise. '
(a) If the Buyer does not exercise its right of first offer in the manner set
forth in Section 3 above, Seller shall have a period,of 12 months from the date the
right of first offer terminates to market and sell the Property. Seller shall inform
the Buyer of the terms of such proposed sale to another buyer, so that the Buyer
Can compare them to the Sale Terms, upon the Buyer's request. If Seller has not
closed the sale of the Property within such 12 month period this right of first offer
shall be reinstated in full, and Seller must first reoffer the property to the Buyer on
the Sale Terms.
(b) If the Buyer does not exercise its right of first offer in the manner set
forth in Section 3 above and Seller thereafter sells the Property as set forth above,
the right of first offer and this Agreement shall thereafter terminate and become
null and void. In this respect, and except as specifically provided In Section 7
below, this Agreement and the rights of the Buyer hereunder shall not apply to a
successor owner or purchaser of the Property.
7. Excluded Transactions. The right of first offer set forth in this Agreement
shall not apply to the following:
(a) a foreclosure sale, trustee's sale or deed in lieu of foreclosure with
respect to any financial !Sens tw encumbrances on the Property; or
RIGHT OF FIRST OFFER TO PURCHASE 1
407 WASHINGTON AVENUE NORTH SITE
Page 3 oFS
20100713001039.005
(b) transfer of the Property by the Seller to,another municipal entity that is
responsible for providing fire protection and emergency medical services to the City
of Kent.
Notwithstanding the foregoing, in the event of a transaction described above,
the right of first offer shall continue to apply to the Property notwithstanding such
transfers (Le., the sale of the Property by the successor would be subject to the
right of first offer).
8. Subordination. This Agreement and the rights of the Buyer hereunder shall
be subject and subordinate to any mortgages or deeds of trust that may now or
hereafter be placed upon the Property and to any or all advances to be made or
amounts owing thereunder, and all renewals, replacements; consolidations and
extensions thereof. The Buyer shall execute and deliver, within 15 days after
demand therefore, whatever instruments may reasonably be required From time to
time by any mortgagee or deed of trust beneficiary to confirm such subordination.
9. Assignment. The right of first offer set forth in this Agreement may not be
transferred or assigned' by the Buyer without the express written consent of Seller,
which may be withheld at Seller's discretion.
,
10. Recordation/Release. This Agreement shall be recorded in the real property
records of King County, Washington. At the request of Seller, the Buyer will sign
and record a termination of this Agreement in, connection with a sale of the
Property (in accordance with the terms hereof).' Without limiting the foregoing
requirements, the failure of the Buyer to record a termination of this Agreement
within 15 days of request from Seller (and assuming Seller are otherwise entitled to
such termination pursuant to this Agreement) shall constitute a default by the
Buyer hereunder, and Seller may seek immediate equitable relief to obtain such
termination (in addition to any other rights of Seller hereunder).
11. Breach, Remedy. In the event either party defaults or fails to perform its
obligations hereunder, the aggrieved party may seek any and all remedies available
RIGHT OF FIRST OFFER TO PURCHASE
407 WASHCNGTON AVENUE NORTH SITE
Page 4 of S
' r
i
201 0071 3001 039,006
at law or in equity. Without'limiting the foregoirig, if the Property is sold in
contravention of the Buyer's rights under this Agreement, the Buyer shall have the
right to equitable relief to declare the sale to be invalid.
12. Governing Law Attorneys' Fees. This Agreement shall be construed
according to the laws of the State of Washington. If either Seller or Buyer should
find it necessary to employ an attorney to enforce.a provision of the Agreement or
to recover damages for the breach hereof (including proceedings in bankruptcy),
each party shall pay its own costs and attorneys' fees.
13. Authority. Each person signing this Agreement on behalf of Seller and the
Buyer, respectively, warrants that he/she has the authority to enter into this
Agreement.
14. Notices. Any and all notices required under this Agreement shall be deemed
to have been given upon receipt when personally delivered, sent overnight courier,
or two days after deposit in the United States mail. All notices shall be addressed
as set forth below or such other address as any party may later specify in writing-
Buyer: City of Kent '
Chief Administrative Officer
220 Fourth Avenue South
Kent, WA 98032-5895
(253)856-5710 Telephone
(253)856-6700 Facsimile
With a copy to: City of Kent
City Attorney's Office
220 Fourth Avenue South
Kent, WA. 98032-5895
Seller: Kent Fire Department Reglonal Fire Authority
Pat Pawlak
24611 116th Avenue S.E.
Kent, WA 98030
(253)856-4300 Telephone
(253)856-6300 Facsimile
RIGHT OF FIRST OFFER TO PURCHASE
407 WASHINGTON AVENUE NORTH SITE
Page 5 of 8
20100713001039.007
15. Complete Agreement. This Agreement constitutes the full and complete
agreement concerning the right of first offer. Any modification of this Agreement
shall be in writing and properly executed by the parties hereto or their successors-
in-interest.
CITY OF KENT
9 y: u ` to Cooke
I a or
Date:
KENT FIRE DEPARTMENT REGIONAL FIRE AUTHORITY
It
8s: 7 Cnl��af
Date:_ OT— OZ— to
APPROVED AS TO FORM: APPROVED AS TO FORM
�! 4� ' 41("o
ian snure, Kent Law'Department
Attorney for RFA
y
RIGHT OF FIRST OFFER TO PURCHASE '
407 WASHINGTON AVENUE NORTH SITE
Page 6 of 9
20100713001039.008
STATE OF WASHINGTON )
ss.
COUNTY OF KING )
I hereby certify that I know or have satisfactory evidence that Suzette Cooke
is the person who appeared before me, and said person acknowledged that she
signed this instrument, on oath stated that she is authorized to execute the
instrument on behalf of the City of Kent as its Mayor, and such execution to be the
free and voluntary act of such party for the uses and purposes mentioned in the
foregoing instrument. V(4rLe of 21� I a
-Notary Seal Must Appear Within This Box-
IN WITNESS WHEREOF, I have hereunto set my hand and official
seal the day and year first above ritten.
BR16'iiif
o +DTgR< $`%, NOTARY PUBLIC, in and for the Stat
m.
:" - • - �'= of Washington, residing at
('a%,, My appointment expires
yli o
RIGHT OF FIRST OFFER TO PURCHASE
407 WASHINGTON AVENUE NORTH SITE t
Page 7 of 9
20100713001039,009
STATE OF WASHINGTON }
ss.
COUNTY OF KING ) „
I hereby certify that I know or have satisfactbry evidence that �T( � C
is the person who appeared before me, and said person acknowledged
that .he/she signed this instrument, on oath stated that he/she is authorized to "
execute the instrument on,behalf of the Kent Fire Department Regional Fire
Authority as 03�i,, and such execution to be the free and voluntary
act of such party for the uses and purposes mentioned in the foregoing instrument.
-Notary Sea(Must Appear Within This Box-
IN WITNESS WHEREOF, I have hereunto set my hand and official
seal the day and year firabove written.
``` lo I
1
s;��o eA A41 v, Y�
3 x p� l a ; NOTARY PUBLIC, in and for the State
z of Washington, residing at I<,?
�0 My appointment expires44
ii1i'+gi'le F
iilprhuµa\��••�
P:\Civii\Fdes\Open Files\1421-11egional Fire Authorit&ratt PES,Leases\RightOfFirstOfFerWaAveStandAtone.doa
.RIGHT OF FIRST OFFER TO PURCHASE
407 WASHINGTON AVENUE NORTH SITE
Page 8 of 8
20100713001039.010
,
LEGAL DESCRIPTION:
PARCEL A:
LOTS 3 AND 4, CITY OF KENT SHORT PLAT NO. SP-81-11, (ALSO KNOWN AS BADGER NURSERY SHORT
PLAT)AND APPROVED UNDER CITY OF KENT RESOLUTION NO. SPC-82-4, RECORDED APRIL 29, 1982
UNDER RECORDING NO, 8204290391, SAID SHORT PLAT BEING A PORTION OF TRACT 26, MEEKER'S
SUPPLEMENTAL PLAT OF THE FIRST ADDITION TO THE TOWN OF KENT, ACCORDING TO THE PLAT
THEREOF RECORDED IN VOLUME 5 OF PLATS, PAGE 96, IN KING COUNTY, WASHINGTON.
PARCEL B:
AN EASEMENT FOR ACCESS AND UTILITIES AS DELINEATED ON SAID SHORT PLAT,
EXCEPT THAT PORTION THEREOF LYING WITHIN PARCEL A.
,
20100713001039.011
• s
Attachment B
REAL ESTATE PURCHASE AND SALE AGREEMENT
BETWEEN THE KENT FIRE DEPARTMENT REGIONAL FIRE AUTHORITY
AND THE CITY OF KENT
FOR"WASHINGTON AVENUE NORTH SITE"
This Agreement is entered between the KENT FIRE DEPARTMENT REGIONAL
FIRE AUTHORM (RFA), a Washington municipal corporation, whose mailing
i
address is 24611 116th Avenue S.E., Kent, Washington 98030 ("Buyer"), and the
CITY OF KENT, a Washington municipal corporation, whose mailing address is 220
4th Avenue South, Kent, Washington, 98032-5895; ("Seller"), Washington, for the
sale and purchase of real property as follows;
i
I. PROPERTY. The property, including all improvements and
appurtenances situated thereon, which Buyer agrees to buy and Seller agrees to
sell, is known as King County tax parcel number 5436200503, located at 407
Washington Avenue North, Kent, Washington, 98032, and legally described in
Exhibit A, attached and incorporated by this reference (the "Property") (Buyer and
Seller authorize Closing Agent to correct, over their signatures, the legal description
of the property). A map indicating the location of the Property is also attached as
Exhibit B, incorporated by this reference.
2. PURCHASE PRICE. The total purchase price for the Property is
one dollar ($1.) and other valuable consideration payable on Closing.
3. CONTINGENCIES. This agreement is contingent upon:
(a) Acceptance of its terms by the Kent City Council;
(b) Acceptance of its terms by the RFA Governing Board; and
(c) Buyer's review and approval of the title report on the Property
prior to Closing.
Should any of these contingencies ,set forth above not be met or
removed prior to Closing or the earlier date specified, then this Agreement shall
terminate and neither Buyer nor Seller shall have any further rights, duties or
obligations hereunder.
Real Estate Purchase and Sale Agreement Page I of 5 ZDID
4D7 Washington Avenue North(Future Site)
20100713001039.012
4. CONVEYANCE AND CONDITION OF TITLE. The title to the
Property shall be conveyed by Seller to Buyer at .Closing by Quit Claim Deed
("Deed") including after acquired title. Buyer and Seller acknowledge that the
purchase price for the Property at substantially less than fair market value was
contemplated and negotiated by the parties during the planning and inception of
the RFA. See Regional Fire Authority Plan, Section 7, adopted November 4, 2009
and revised December 8, 2009 and is based, in part, on the Buyer's granting of a
lease and right of first offer to Seller.
S. TITLE INSURANCE. At Closing, Seller shall cause , Pacific
Northwest Title, 116 Washington Avenue North, Kent, Washington, 98032, to issue
standard coverage owner's policy of title insurance to Buyer in an amount equal to
the tax assessed value of the Property. The cost of the title insurance shall be paid
by Buyer at Closing. For purposes of this Agreement,• the following shall not be
deemed encumbrances or defects: rights reserved in federal patents or state
deeds, building or use restrictions consistent with current zoning, utility and road
easements of record. If title cannot be made so insurable prior to the Closing date,
unless, Buyer elects to waive such defects or encumbrances, this Agreement shall
terminate.
6. LEASE. As part of the consideration for the sale of the Property,
Seller may-lease the Property per the Lease attached as Exhibit C and incorporated
herein, which and will be executed by the parties at the Closing of the Property.
7.' CLOSING COSTS AND PRO-RATIONS. The cost of escrow shall
be paid by Buyer, except those Fees that are expressly limited by Federal .
Regulation. Seller shall pay for all applicable revenue stamps and excise tax.
Taxes for the current year, interest, water and other utility charges, if any, shall be
pro-rated as of date of Closing unless otherwise agreed.
a. CLOSING OF THE SALE. WITH THE UNDERSTANDING WHAT
TIME IS OF THE ESSENCE FOR THIS AGREEMENT, this sale shall be closed on July
Real Estate Purchase and Sale Agreement Page 2 of 5 2010
4W Washington Avenue North(Future Srte)
20100713001039.013
13, 2010, which shall also be the termination date of the Agreement unless said
closing date is extended in writing by mutual agreement of the parties. When
notified, the Buyer and Seller will deposit, without delay, in escrow with Pacific
Northwest Title, 116 Washington Avenue North, Kent, Washington, 98032, all
instruments and monies required to complete the transaction in accordance with
this Agreement. Closing, for the purpose of this Agreement, is defined as the date
that all documents are executed and the sale proceeds are, available for
disbursement to the Seller ("Closing").
9. CASUALTY LOSS. If prior to Closing, improvements on said
premises shall be destroyed or materially damaged by fire or other casualty, this
Agreement, at option of the Buyer, shall become null and void.
10. POSSESSION. Buyer shall be entitled to possession on Closing
subject to the Lease in Exhibit C.
11. SELLER DISCLOSURE; BUYER PURCHASING THE PROPERTY "AS
IS." The Property is being sold and purchased in "as is, where is condition without
representations and warranties" expressed or implied. Buyer acknowledges that
they are not relying on any Seller representations, statements, guarantees or
warranties of any kind including, without limitation, the physical condition of the
property and any improvements located thereon, or their suitability for any
particular purpose or of merchantability. Buyer shall rely on its own investigations
of the Property in determining whether to acquire it. The provisions of this
paragraph are a material part of the consideration for Seller entering into this
Agreement, and shall survive Closing.
1.2. RIGHT OF FIRST OFFER. Seller agrees to gFant Buyer a Right of
First Offer to purchase the Property. The form of the Right of•First Offer is attached
as Exhibit D and will be executed by the parties at the Closing of the Property.
Real Estate Purchase and Sale Agreement Page 3 of 5 , 2010
Q7 Washington Avenue North(Future Site)
20100713001039.014
13. DEFAULT AND ATTORNEY'S FEES. If Buyer or Seller default
" hereunder, both parties shall have all the rights and remedies available at law or in
equity. In the event of litigation to enforce any of the terms or provisions herein,
each party will pay its own costs and attorney fees.
14. NON-MERGER. The terms, conditions, and provisions of this
Agreement shall not be deemed merged into the Deed, and shall survive the
Closing and continue in full force and effect. ,
15. NOTICES. All notices required or permitted to be given hereunder
shall be in writing and shall be sent U.S. certified mail, return receipt requested, or
by facsimile transmission addressed as set forth below:
(a) All notices to be given to Buyer shall be addressed as follows:
CITY OF KENT
John Hodgson
Chief Administrative 0 fficer t
220 Fourth Avenue South
Kent, WA 98032-5895
(253)856-5710 Telephone
(253)856-6700 Facsimile
(b) All notices to be given to Seller,shail be addressed as follows:
Kent Fire Department Regional Fire Authority
Pat Pawlak
24611 116th Avenue S.E.
Kent, WA 98030
(253)856-4300 Telephone
(253)856-6300 Facsimile
Either party hereto may, by written notice to the other, designate such
other address for the giving of notices as being necessary. All notices shall be
deemed giver' on the day such notice is personally served, or on the date of the
facsimile transmission, or on the third day following the day such notice is mailed in
accordance with this paragraph.
Real Estate Purchase and Sale Agreement Page 4 of 5 2010
407 Washington Avenue North(Future Site)
20100713001039.015
16. 'ENTIRE AGREEMENT. This Agreement, including all incorporated
exhibits, constitutes the full understanding between Seller and Buyer. There have;
been no verbal or other agreements that modify this Agreement.
17. BINDING EFFECT AND SURVIVIAL. This Agreement shall be
binding upon parties hereto and their respective heirs, successors and assigns.
18. DATE OF'MUTUAL ACCEPTANCE. For the purpose of this
Agreement, the date of mutual acceptance of this Agreement shall be the last date
on which the parties to this Agreement have-executed this Agreement as indicated
below.
IN WITNESS WHEREOF, the parties' hereto have executed this
Agreement on the date set forth below.
SELLER BUYER
CITY OF KENT . KENT FIRE DEPARTMENT
REGIONAL FIRE AUTHORITY
By: By:
Print Name: Suzette Cooke Print Name:
Its: Mayor Its:
Date: Date:
APPROVED AS TO FORM: APPROVED AS TO FORM:
By: By:
Kent Law Department t Brian Snure
Legal Counsel for,Kent Fire Department
Regional Fire Authority
P.\Civil\Files\Open Files\1421-Reglonal Fire Authority\Pratt P&5,Leases\PurchaseAndsalewashingtonAve.docc
Real Estate Purchase and Sale Agreement Page 5 of 5 2010
407 Washington Avenue North(Future She) -
201 0071 3001 039.016
Exhibit A
Washington Avenue
Future Station Site
Legal Description:
PARCEL A:
LOTS 3 AND 4,CITY OF KENT SHORT PLAT NO.SP-81-11,(ALSO KNOWN AS BADGERNURSERY
SHORT PLAT)AND APPROVED UNDER CITY OF KEW RESOLUTION NO. SPC-82-4,RECORDED APRIL
29, 1982 UNDER RECORDING NO.8 20429 03 9 1,SAID SHORT PLAT BEING A.PORTION OF TRACT 26,
NIEEKER.'S SUPPLEMENTAL PLAT OF THE FIRST ADDITION TO THE TOWN OF KENT,ACCORDING
TO THE PLAT THEREOF RECORDED IN VOLUME 5 OF PLATS,-PAGE 96,IN KING COUNTY,
WASHINGTON.
PARCEL B:
AN EASEMENT FOR ACCESS AND UTILITIES•AS DELINEATED ON SAID SHORT PLAT;
EXCEPT THAT PORTION THEREOF LYING WITHIN PARCEL A.
20100713001039.001
20100713001039
PACIFIC NW TIT MISC 77.00
PAGE-00] DF @16
07413/2010 15.44
KING COUNTY, WA
---'mow'---- r
AFTER RECORDING MAIL TO:
Name 'Kent Fire Dept. Regional Fire Authority
Address 24611 116th Ave SE
City/State Kent, Wa 98030
Document Title(s):
1. Right of First Offer to Purchase PACIFIC NORT ag TITI4
Reference Number(s) of Documents Assigned*or released:
Grantor(s):
1. Kent Fire Department Regional Authority,a Washington Municipal
2.
[ ] Additional information on page of document
Grantee(s):
1. City of Kent, a Washington Municipal
2. cNn)
[ ] Additional information on page of document
Abbreviated Legal Description:
PTN TRACT 26, MEEKER'S SUPPL. PLAT OF THE 1ST ADD.TO KENT,VOL. 5, PG. 96, KING
COUNTY
Tax Parcel Number(s):
543620-0503-01
[ x J Complete legal description is on page Attachment A of document
REQUEST FOR MAYOR'S SIGNATURE
KENT Please Fill in All Applicable Boxes
WASHINOTON
Routing Information (ALL REQUESTS MUST FIRST BE ROUTED THROUGH THE LAW DEPARTMENT)
Originator- ��'C{ Phone
(Originator)-5 ] % `j 7�ii
Date Sent- (%f 21 (C Date Required
Retui n Signed Document to`V,111 A-��y�S {� CONTRACT TERMINATION DATE:
VENDOR NAME: DATE OF COUNCIL APPROVAL:
Brief Explanation of Document.
-ho-k
All Contracts Must Be Routed Through the Law Department
(Thu Area to be Completed 6y the Law Department)
Received:
Approval of Law Dept RECEIVED
JUN 2 8 2010
Law Dept Comments
f ,
L�
City of Kent
ino -if the
M
ayee
Date Forwarded to Mayor: C
Shaded Areas to Be Completed by Administration Staff
Received:
Recommendations & Comments: Ll
Disposition:
cTruF �>,j i
Date Returned
Iarier)870 VD5