HomeMy WebLinkAboutEC17-206 - Other - Marquee on Meeker - Phase II - Stoel Rives LLP Closing Instructions Letter - 03/30/2020S Stoel Rives*,
Beth A. Clark
D.206.386.7625
beth.clark@stoel.com
March 30,2020
VIA FIRSTAMERICANruW
First American Title Insurance Company
920 Fifth Avenue, Suite 1200
Seattle, WA 98104
Attn: Moniqueje Schmitt-Johnson
Laura Lau
Escrow No. NCS-898220-WA 1
City of Kent/Marquee On Meeker LLC-Phase 2
Dear Moniqueje and LaVonne
We represent the Seller, the City of Kent, ("Seller") in connection with the above-
referenced escrow. These are our closing instructions.
l. Definitions. The following definitions apply in these instructions.
1.1 Seller. The City of Kent, a Washington municipal corporation,
1.2 Seller's Attorney. Stoel Rives LLP,600 University Suite 3600, Seattle,
washington 98101, Attention: Beth A. clark, email: beth.clark@stoel.com.
1.3 Purchase Agreement. Real Estate Purchase and Sale Agreement With
Lease/Option to Purchase dated as of May 5,2017, and amended by that certain Amendment to
Real Estate Purchase and Sale Agreement With Lease/Option to Prirchase dated on or about
September 20, 2017 (the "Purchase Agreement").
1.4 Purchaser. Marquee On Meeker LLC, a Washington limited liability
company ("Purchaser").
o stoel.com 600 University Street, Suite 3600, Seottle, WA 98101
T 206.624.0900 F 206.386.7s00
Re
10553 165 L l 0069940-00002
First American Title Insurance Company
Page 2
1,5 Property. The real property referenced in the Purchase Agreement as the
"Phase 2 Property" and consisting of Lots 3, 4, and 5 of that certain City of Kent Shorl Plat No.
SP-2017-1 recorded March 21,2018 under King County recording.no, 20180321900004 (the
"Sale Property"). The Sale Property is the subject of your preliminary commitment for title
insurance Fourth Report dated as of March 19, 2020, Order no. NCS-8 98220 (the "Title
Commitment").
1.6 Closing. Closing of this escrow is scheduled to occur on or before April 2,2020
(the actual date on which Closing occurs being referred to herein as the "Closing Date").
2. Identification of Documents. You have or will be receiving originals of the
following documents to be executed, where necessary, by Seller and Purchaser in this
transaction. All of the documents shall be identical to the models attached to these instructions
(including exhibits where applicable) or otherwise approved by Sel'ler. You are to obtain
signatures of Seller and Purchaser (and any other applicable party) on these documents,
including acknowledged signatures where required. Please date the undated documents for the
date you obtain signatures.
2,1 Bargain and Sale Deed for the Property (Deed)
Real Estate Excise Tax Affidavit ("REETA")
FIRPTA Certificate ("FIRPTA")
2.2
2.4 Completion and Performance Guaranty executed by FNW Inc. as
guarantor ond bv Brett Jacobsen nnd John \tr. McKenna ("Guaranty")
2.5 Seller's Closing Statement approved and executed by Seller ("Seller's
Closing Statement")
2.6 Buyer's Certificate
Seller's Certificate
Real Estate Property Tax Acknowledgement and
APR-12 Form.
2.7
2.8
3. Conditions to Close of Escrow. These instructions do not authorize you to close
When you are prepared to perform as required below, you are instructed to do the following:
z.-t
2.9
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First American Title Insurance Company
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3.1 Deliver to Seller's Attorney a copy of these Closing Instructions, accepted
by you.
3.2 Confirm that First American Title Insurance Company is prepared to issue
to Purchaser the owner's policy of title insurance in the amount of $4,353,658,54 (the "Purchase
Price").
3.3 Confirm that all documents referenced in Section 2 above have been dated
as of the Closing Date, executed by all parties thereto, acknowledged where applicable, all
exhibits have been attached and all documents to be recorded as instructed herein are otherwise
in recordable form.
3.4 Confirm that you have received funds from Purchaser sufficient to pay the
Purchase Price together with all closing costs and other payments for which Purchaser is
responsible.
3.5 Confirm that you have received from Seller and Purchaser such other
documents as you reasonably require to close this escrow as instructed.
3.6 Confirm that you have received verbal authorization from Seller's
Attorney and Purchaser's Attorney to close this escrow as instructed.
4. Close of Escrow. When and only when all of the conditions to Closing set forth
in Section 3 have been satisfied, you shall close this escrow by taking the following steps in the
following order:
4.1 Record the Deed.
4.2 File the Real Estate Excise Tax Affidavit.
4.3 Disburse the net funds due Seller as set forth in Seller's Closing Statement
in accordance with Seller's wiring instructions delivered to you separately. All funds due Seller
shall be disbursed on the Closing Date.
4.4 Within seven (7) days after recordation of the Deed, mail to Seller's
Attorney: (i) the final Seller's Closing Statement; (ii) conformed recorded copy of the Deed; (iii)
original of the fully executed Guaranty and (iv) original of Buyer's Certificate.
5. Expiration of Instructions. You are to proceed with the closing of this transaction
as soon as you have all of the required items. Closing must occur on or before April 2,2020.
These instructions will expire if they have not been complied with on or before April 6,2020 or
10553 l65l.r 0069940-00002
First American Title Insurance Company
Page 4
such later date to which they may be extended by written approval of Seller's Attorney and
Purchaser's Attorney.
Sincerely,
Stoel Rives LLP
Beth A. Clark
Seller's Attorney
qtI,Accepted this day of 2020
FIRST AMERICAN INSURANCE COMPANY
By
Its:rl,rydL
I 0553 165 1. I 0069940-00002
First American
Tit Ie I nsuranc e Compa ny
NATIONAL COMMERCIAL SERVICES
920 Fifth Avenue, Suite 1200 Seattle, WA 98104
otpecr 206.615.3141 ' cex 866.678.0593
ruarL mschmitt-johnson@firstam.com
www.firstam.com/ncs
A. MONIOUEJE SCHMITT.JOHNSON
COMMERCIAL ASSISIANT
Stoel Rives LLP
600 University Sireel Suite 3600
Seottle, WA 98101
D 206.386.7625
M 206.601.0677
beih.clork@stoel.com
s Beth A. Clork
Portner