HomeMy WebLinkAboutLAG08-001 - Other - Woodmont Investments, LLC - Police Substation - 05/18/2022 Agreement Routing Form
• For Approvals,Signatures and Records Management
KENT This form combines&replaces the Request for Mayor's Signature and Contract Cover Sheet forms.
WASHINGTON (Print on pink or cherry colored paper)
Originator: Department:
Jalene King Police
Date Sent: Date Required:
> 1/30/2023
0
Authorized to Sign: Date of Council Approval:
Q
0 Director or Designee ❑ Mayor
Budget Account Number: Grant? ❑Yes 0 No
1000.2331.64520.3300&10002331.64850.3300
Budget? 0 Yes ❑ No Type: N/A
Vendor Name: Category:
Woodmont Investments, LLC Lease El-
Vendor Number: Sub-Category:
c
190395 Other ❑
Estoppel & SNDA Agreement
Project Name: pp g
E
i
Project Details:Police Substation at Woodmont Plaza Shopping C
c
a
E Agreement Amount: $0 Basis for Selection of Contractor:
all
Start Date: 5/1/2021 Termination Date: 4/30/2026
Q
Local Business? ❑Yes ❑ No*
*If meets requirements per KCC 3.70.100,please complete"Vendor Purchase-Local Exceptions"form on Cityspace.
Notice required prior to disclosure? Contract Number:
❑Yes ❑ No LAG08-001
Date Received by City Attorney: Comments:
c returned 1/31/23 for fully executed &
n recorded version of document.
30
a,
•� i
� 3
� 40
f0
C
p� Date Routed to the Mayor's Office: n/a
V1
Date Routed to the City Clerk's Office: 01/30/2023
adccW22313_1_20 Visit Documents.KentWA.gov to obtain copies of all agreements
Instrument Number: 20221213000719 Document:SUB Rec: S209.50 Page-1 of 7
Record Date:12/13/2022 1:31 PM
Electronically Recorded King County,WA
Recording Requested By,
And After Recording, Return To:
WELLS FARGO BANK,
NATIONAL ASSOCIATION
MAC T7408-01 V
4101 Wiseman Boulevard
Building 108, Floor 1
San Antonio,Texas 78251
Attn: Loan Documentation
SUBORDINATION, NON-DISTURBANCE,
ATTORNMENT AND ESTOPPEL AGREEMENT
(MORTGAGE)
Grantor(Lessee): WOODMONT SHOPPES LLC
Grantee(Bank): WELLS FARGO BANK, NATIONAL ASSOCIATION
Legal Description (abbreviated):Lots 2 and 6.Woodmont Place.
Vol. 121,Pas.56-59 . Additional legal(s)on page A-1.
Assessor's Tax Parcel/Account Number(s): 953820-0020 AND 953820-0040
Reference No. of Lease:Unrecorded Lease
Reference No.of Mortgage:20220601001174 NCS-1113661
1ST AM (7)
THIS AGREEMENT is entered into as of May 18, 2022, by and between THE CITY OF KENT
("Tenant"), WOODMONT SHOPPES LLC("Landlord")and WELLS FARGO BANK, NATIONAL
ASSOCIATION ("Bank").
RECITALS
A. Bank, or its predecessor in interest, has extended credit or may hereafter extend credit to
WOODMONT SHOPPES LLC("Borrower')secured, in whole or in part, by a mortgage(the"Mortgage")
covering that certain real property situated in King County, Washington, and described on Exhibit A
attached hereto and incorporated herein by this reference (the"Property").
B. Tenant leases all or a portion of the Property pursuant to a lease entered into between
Landlord and Tenant, or between Landlord's and/or Tenant's assignors or predecessor(s) in interest, as
the case may be,dated as of May 1,2008 (as such may have been amended, modified, restated or
otherwise assigned, transferred or sub-let,the"Lease"). It is a condition of Bank's agreement to extend
or continue credit to Borrower secured by the Property that the Mortgage be and at all times remain a lien
or charge on the Property prior and superior to the rights of Tenant under the Lease.
NOW,THEREFORE,for valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. SUBORDINATION.
(a) Subordination of Lease_ The Mortgage and any and all extensions, renewals,
modifications or replacements thereof shall be and at all times remain a lien or charge on the Property
prior and superior to the Lease. Tenant intentionally and unconditionally waives, relinquishes and
subordinates the priority and superiority of the Lease and Tenant's right and interest to the Property
thereunder, including,without limitation,all rights under any option(s)to purchase or rights of first refusal
or first offer with respect to the Property,to the lien or charge of the Mortgage,and any and all
extensions, renewals, modifications or replacements thereof.
G:\DENVER LLAUs\T1\234027\Woodmont Shoppes
LLC 8799525052\20220509036 GCorvin(The City of
Kent)C-531 M_ALL.docx(Rev.07/18)
Instrument Number: 20221213000719 Document:SUB Rec: S209.50 Page-2 of 7
Record Date:12/13/2022 1:31 PM King County,WA
(b) Reliance. Tenant acknowledges that Bank, in extending credit or continuing to extend
credit to Borrower secured by the Property is doing so in material reliance on this Agreement-
(c) Acknowledgments of Tenant. Tenant acknowledges that it has and will continue to obtain
such information with respect to any credit extended by Bank to Borrower, and all loan documents
executed in connection therewith, as Tenant deems necessary in order to grant or provide this
subordination. Tenant further agrees that Bank is under no obligation or duty to, nor has Bank
represented that it has or will, see to the application of the proceeds of any such credit by any person or
entity, and any application or use of any such proceeds for purposes other than those for which they were
intended shall not defeat this subordination.
(d) Entire Subordination Agreement. This Agreement constitutes the whole and only
agreement between the parties hereto with regard to the subordination of the Lease, and any applicable
option(s)to purchase or right(s)of first refusal,to the lien or charge of the Mortgage; there are no
agreements(written or oral)outside or separate from this Agreement with respect to the subject matter
hereof; and all prior negotiations with respect thereto, if any, are merged into this Agreement. This
Agreement shall supersede and cancel,but only insofar as would affect the priority between the Mortgage
and the Lease, any prior agreements as to such subordination, including without limitation those
provisions, if any, contained in the Lease that provide for the subordination thereof to the lien of a deed of
trust or mortgage affecting all or any portion of the Property.
2. LEASE. Tenant hereby covenants and agrees that,so long as the Mortgage remains in
force and effect:
(a) No Modification Termination or Cancellation. Without Bank's prior written consent, which
consent shall not be unreasonably withheld or delayed, Tenant shall not: (1)consent to any modification
of the Lease that would (i)reduce the term of the Lease, (ii)reduce the rent payable or change the due
dates thereunder, (iii)change any notice or cure period set forth therein or(iv)materially increase the
obligations or responsibilities of Landlord thereunder; nor(2)consent to any voluntary termination or
cancellation of the Lease; provided however,that the foregoing shall not prevent Tenant from terminating
the Lease as a result of a default by Landlord thereunder that is not cured within such time periods after
notice, as may be applicable thereto under the terms of the Lease and this Agreement.
(b) Notice of Default. Tenant shall notify Bank in writing concurrently with any notice given to
Landlord of any breach of or default by Landlord under the Lease. Tenant agrees that Bank shall have
the right(but not the obligation)to cure any breach or default specified in such notice within the time
periods set forth below, and Tenant shall not declare a default of the Lease, as to Bank, if Bank cures
such breach or default within thirty(30)days after the expiration of the time period provided in the Lease
for the cure thereof by Landlord; provided however,that if such breach or default cannot with diligence be
cured by Bank within such thirty(30)day period, the commencement of action by Bank within such thirty
(30)day period to remedy the same shall be deemed sufficient so long as Bank pursues such cure with
diligence.
(c) No Advance Rents. Tenant shall not make any payments or prepayments of rent more
than one(1)month in advance of the time when the same become due under the Lease.
(d) Assignment of Rents. Upon receipt by Tenant of written notice from Bank that Bank has
elected to terminate the license granted to Landlord to collect rents, as provided in the Mortgage,and
directing Tenant to make payment thereof to Bank, Tenant shall comply with such direction to pay and
shall not be required to determine whether Landlord or Borrower is in default under any obligations to
Bank. Bank and Landlord acknowledge and agree that Tenant shall be entitled to rely solely upon the
written demand given by Bank referred to herein. Landlord, by appending its signature below,
acknowledges and agrees that Tenant shall be entitled to full credit under the Lease for any rents paid to
Bank in accordance with the provisions hereof to the same extent as if such rents were paid directly to
Landlord.
GADENVER LLAUs\T1\234027\Woodmont Shoppes
LLC 8799525052\20220509036 GCorvin(The City of
Kent)C-531 M_ALL.docx(Rev.07/18)
Instrument Number: 20221213000719 Document:SUB Rec: 5209.50 Page-3 of 7
Record Date:12/13/2022 1:31 PM King County,WA
3. ATTORNMENT. If Bank or any other transferee acquires Landlord's right, title and
interest in and to the Property pursuant to a foreclosure of the Mortgage or a transfer of the Property in
lieu thereof or in any other manner whereby Bank or such transferee succeeds to the interest of Landlord
under the Lease, Tenant agrees as follows for the benefit of Bank or such transferee:
(a) Payment of Rent. Tenant shall pay to Bank or such transferee all rental payments
required to be made by Lessee pursuant to the terms of the Lease for the remaining term thereof.
(b) Continuation of Performance. Tenant shall be bound to Bank or such transferee in
accordance with all of the terms of the Lease for the remaining term thereof, and Tenant hereby attorns to
Bank or such transferee as its landlord, such attornment to be effective and self-operative without the
execution of any further instrument immediately upon Bank or such transferee succeeding to Landlord's
interest in the Lease and giving written notice thereof to Tenant.
(c) No Offset or Lender Liability:Acts and Omissions of Landlord. Neither Bank nor such
transferee shall be liable for, or subject to, any offsets or defenses that Tenant may have by reason of
any act or omission of Landlord as the prior landlord under the Lease, nor for the return of any sums
which Tenant may have paid to Landlord as the prior landlord under the Lease as security deposits,
advance rentals or otherwise, except to the extent that such sums are actually delivered by Landlord to
Bank or such transferee,except that Tenant shall be entitled to exercise all remedies provided Tenant
under the Lease with respect to continuing defaults thereunder resulting from the acts or omissions of
Landlord, and arising after Bank has received notice of such defaults and has not cured the same after
notice and the opportunity to do so,as set forth in the Lease and this Agreement. The foregoing shall not
relieve Bank or such transferee from performing the obligations of a landlord under the Lease arising after
Bank or such transferee acquires Landlord's right,title and interest in and to the Property.
(d) Subsequent Transfer. If Bank or such transferee,by succeeding to Landlord's interest
under the Lease,becomes obligated to perform the covenants of a lessor thereunder, then,upon any
further transfer by Bank or such transferee of its interest as a lessor under the Lease, all of such
obligations shall terminate as to Bank or such transferee.
4. NON-DISTURBANCE. In the event of a foreclosure of the Mortgage,or a transfer of the
Property in lieu thereof or in any other manner whereby Bank or such transferee succeeds to the interest
of Landlord under the Lease, so long as there shall then exist no breach, default or event of default by
Tenant under the Lease, (a)the leasehold interest of Tenant shall not be extinguished or terminated by
reason of such foreclosure, (b)the Lease shall continue in full force and effect, (c)Bank and its
successors-in-interest shall recognize and accept Tenant as the tenant under the Lease, subject to the
terms and conditions of the Lease as modified by this Agreement, and (d) Bank will not join Tenant as a
party defendant in any action or foreclosure proceeding unless such joinder is required by law to
foreclose, then only for such purpose and not for the purpose of terminating the Lease. Notwithstanding
the foregoing,Tenant and Bank agree that the following provisions of the Lease(if any)shall not be
binding on the Bank: any option to purchase with respect to the Property, any right of first refusal with
respect to the Property, and any provision regarding the use of insurance proceeds or condemnation
proceeds with respect to the Property that is inconsistent with the terms of the Mortgage.
5. ESTOPPEL. Tenant acknowledges and represents and certifies to Bank as follows:
(a) Lease Effective. The Lease has been duly executed and delivered by Tenant and,
subject to the terms and conditions thereof,the Lease is in full force and effect,the obligations of Tenant
thereunder are valid and binding, and there have been no amendments, modifications or additions to the
Lease (written or oral), other than those expressly included in the Lease definition set forth above. The
Lease constitutes the entire agreement between Landlord and Tenant with respect to the Property, and
Tenant claims no rights to the Property other than as set forth in the Lease.
(b) No Default. As of the date hereof and to the best of Tenant's knowledge, (i)there exists
no breach of or default under the Lease, nor any condition, act or event that with the giving of notice or
G\DENVER LLAUs\T1\234027\Woodmont Shoppes
LLC 8799525052\20220509036 GCorvin(The City of
Kent)C-531 M ALL.docx(Rev.07/18)
Instrument Number: 20221213000719 Document:SUB Rec: 5209.50 Page-4 of 7
Record Date:12/13/2022 1:31 PM King County,WA
the passage of time, or both,would constitute such a breach or default, and (ii)there are no existing
claims, defenses or offsets against rental due or to become due under the terms of the Lease.
(c) No Prepaid Rent. No deposits or prepayments of rent have been made by Tenant in
connection with the Lease,except as follows: Insert"None"or the dollar amount of the prepai
rent, if any_.
6. MISCELLANEOUS.
(a) Remedies Cumulative. All remedies provided herein are cumulative, not exclusive, and
shall be in addition to any and all other rights and remedies provided by law and by other agreements
between Bank and Borrower, Landlord or any other person or entity.
(b) Costs. Expenses and Attorneys' Fees. If any party hereto institutes anyjudicial or
administrative action or proceeding to enforce any rights or obligations under this Agreement,or seeking
damages or any other judicial or administrative remedy, the prevailing party shall be entitled to recover
from the other party all costs and expenses, including, subject to applicable law, reasonable attorneys'
fees(to include outside counsel fees and all allocated costs of the prevailing party's in-house counsel),
whether or not suit is brought, and if brought whether incurred at the trial or appellate level, in an
arbitration proceeding or otherwise, and including any of the foregoing incurred in connection with any
bankruptcy proceeding (including without limitation, any adversary proceeding, contested matter or
motion brought by Bank or any other person)relating to Borrower, Tenant or any other person or entity.
(c) Notices. All notices, requests and demands that any party is required or may desire to
give to any other party under any provision of this Agreement must be in writing delivered to each party at
the address set forth herein, or to such other address as any party may designate by written notice to all
other parties. Each such notice, request and demand shall be deemed given or made as follows: (i) if
sent by hand delivery, upon delivery; (ii) if sent by mail, upon the earlier of the date of receipt or three (3)
days after deposit in the U.S. mail, first class and postage prepaid; and (iii)if sent by telecopy, upon
receipt.
(d) Further Assurances. At the request of any party hereto, each other party shall execute,
acknowledge and deliver such other documents and/or instruments as may be reasonably required by the
requesting party in order to carry out the purpose of this Agreement, provided that no such document or
instrument shall modify the rights and obligations of the parties set forth herein.
(e) Borrower; Landlord. If Borrower and Landlord are the same,each reference in this
Agreement to Borrower or Landlord shall be deemed a reference to said person or entity in its respective
capacity.
(f) Successors,Assigns; Governing Law. This Agreement shall be binding upon and inure
to the benefit of the heirs, executors, legal representatives, successors, assigns and other transferees of
the parties hereto, and shall be governed by and construed in accordance with the laws of Washington,
without reference to the conflicts of law or choice of law principles thereof but giving effect to federal laws
applicable to national banks.
(g) Conflicts. In the event of any inconsistency between the terms of this Agreement and the
Lease,the terms of this Agreement shall control.
(h) Counterparts. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute and be construed as one and
the same instrument.
GADENVER LLAWT112340270oodmont Shoppes
LLC 8799525052\20220509036 GCorvin(The City of
Kent)C-531 M_ALL.docx(Rev.07/18)
Instrument Number: 20221213000719 Document:SUB Rec: 5209.50 Page-5 of 7
Record Date:12/13/2022 1:31 PM King County,WA
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have
executed this Agreement as of the date first written above, and as applicable,with the intention that it
constitute an instrument under seal.
TENANT: BANK:
WELLS FARGO BANK,
THE CITY OF K6!%
NATIONAL ASSO TION
By: - --- By:
Name: � y Name: MATt A. AOSSTON
Title: Title: SENIOR VICE PRESIDENT
Address: 26226 Pacific Highway South Address: MAC P6540-420
Kent,Washington 98032 999 314 Avenue, 42"d Floor
Seattle, Washington 98104-4019
LANDLORD:
WOODM, NT TOP Ls,-,
r
By: _
Name: JUN
Title: MEMB
Address: 26022 Pacific Highway South
Kent,Washington 98032
TENANT
STATE OF WASHINGTON )
` )Ss.
COUNTY OF
I certify that I know or Pave satisfactory evidence that Y11 l k is the person who
appeared before me, and said person acknowledged that(he/stae)signed this instrument, on oath stated
that( )was authorized to exec to the in trument and acknowledged it as th
D� �6 tI�, of D �(i11� a W i to
be the free and voluntary act of such parl for the uses and purposes mentioned in the instr4nent.
Dated this r -�S _day of AJOWALLPt, 20 ?�~
```N MW%till,1
KIV(;11�ii tary Public for W shin o
�g10N r4;o�iy Z0i� M Appointment E res:
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GADENV 027\Woodmont Shoppes
LLC 8799525052\20220509036 GCorvin(The City of
Kent)G531 M_ALL.docx(Rev.07/18)
Instrument Number: 20221213000719 Document:SUB Rec: S209.50 Page-6 of 7
Record Date:12/13/2022 1:31 PM King County,WA
BANK
STATE OF WASHINGTON )
rr//
COUNTY OF 9(h g )ss.)
I certify that I know or have satisfactory evidence that '0 �OSS�" is the person who
appeared before me, and said person acknowledged that (he/she)signed this instrument, on oath stated
that 1h she) s authorized to execute the instrument and acknowledged it as
the 50 of W //5 'ti 0 ,a national association, to be the
free and voluntary act of such party for the uses and purposes mentioned in the instrument.
Dated this day of_ t°���' 20�2 _
�� )�•••�M.EXpa•.;
06# 0 19 &ary P I —Mate of Washi t9'n
,T y:eppointment expires: 1���y
LANDLORD A_ ��`IC
RY :.
STATE OF WASHINGTON •,) ••.�?�� 1a �'Q••,`O '
O No.36..•
COUNTY OF �,01#11 wASVAW`0\\
I certify that I know or have satisfactory elllhm hat J\J\h Ck0 t is the person who
appeared before me, and said person acknowledged that(he/she)signed this instrument, on oath stated
that(he/she was authorized to execute the instrument and acknowledged it as the
11PtM tv- of VVaoarrmo� &l,gvr�2s LLC , a -9. ,RAJ L,aLdr-,, Cohw*, to
be the free and voluntary act of such party for the u e and purposes mentioned in the rostrum,-i t.
Dated this 6t� dayof PPCeMbf&-- , 20??-
Notary Public St Washin l
ton
My Appointment Expires:
' NOTARY :
PUGLtc
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GADENVER LLAUs\T1\234027\Woodmont Shoppes
LLC 8799525052UO220509036 GCorvin(The City of
Kent)C-531 M_ALL.docx(Rev.07/18)
Instrument Number: 20221213000719 Document:SUB Rec: 5209.50 Page-7 of 7
Record Date:12/13/2022 1:31 PM King County,WA
EXHIBIT A
TO
SUBORDINATION, NON-DISTURBANCE,
ATTORNMENT AND ESTOPPEL AGREEMENT
(MORTGAGE)
Legal Description of Property:
THAT PORTION OF LOT 6, WOODMONT PLACE, ACCORDING TO THE PLAT
THEREOF RECORDED IN VOLUME 121 OF PLATS, PAGE 56 THROUGH 59,
RECORDS OF KING COUNTY, WASHINTON; OTHERWISE MORE COMMON
KNOWN AS(APPRESS OF PREMISES)AND FORTH ON EXHIBIT"B"HERETO
Area of this lot is 12,282 Square feet.
GADENVER LLAUs\T1\234027\Woodmont Shoppes
LLC 8799525052TO220509036 GCorvin(The City of
Kent)C-531M_ALL.doox(Rev.07118)