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Home My WebLink AboutCAG2024-252 - Amendment - #1 - Boeing Employees' Credit Union - Centerpoint Building Feasibility Review - 8/6/24 FOR CITY OF KENT OFFICIAL USE ONLY Sup/Mgr: Agreement Routing Form DirAsst: • For Approvals,Signatures and Records Management Dir/Dep: KENT This form combines&replaces the Request for Mayor's Signature and Contract Cover (optional) WASHINGTON Sheet forms. (Print on pink or cherry colored paper) Originator: Department: Kurt Hanson ECD Date Sent: Date Required: c 08/08/2024 08/08/2024 Q Mayor or Designee to Sign. Date of Council Approval: Q Interlocal Agreement Uploaded to Website N/A Budget Account Number: Grant? Yes No�✓ Budget?Dyes Type: N/A Vendor Name: Category: Boeing Employees Credit Union (BECU) License Vendor Number: Sub-Category: Amendment 0 W Project Name: Centerpoint Building Feasibility Review CProject Details: Amendment to May 24, 2024 limited license agreement that allows for C feasibility review of a building at Centerpoint for possible purchase by the City 40 C _ (11.111 Agreement Amount108/06/2024 N/A Basis for Selection of Contractor: E *Memo to Mayor must be attached Start Date: Termination Date: 10/10/2024 unless extended a Local Business? Yes F—]No*If meets requirements per KCC 3.70.100,please complete"Vendor Purchase-Local Exceptions"form on Cityspace. Business License Verification: ❑Yes In-Process F1 Exempt(KCC 5.01.045) FlAuthorized Signer Verified Notice required prior to disclosure? Contract Number: Yes❑No CAG2024-252 Comments: OK to sign, TW, 08/08/2024. 0 IM IM r / 3 � N a Date Received:City Attorney: 8/8/24 Date Routed:Mayor's Office 8/8/24 ty Clerk's Office adccW22373_7_20 Visit Documents.KentWA.gov to obtain copies of all agreements rev.20221201 AMENDMENT NO. 1 TO LIMITED ACCESS AGREEMENT THIS AMENDMENT NO. 1 TO LIMITED ACCESS AGREEMENT (this "Amendment No. 1") is entered into between the City of Kent, a Washington state municipal corporation ("Potential Purchaser") and Boeing Employees' Credit Union, a Washington state credit union ("Seller"), and amends the parties' Limited Access Agreement, dated Mayz'L4 2024-August 6, 2024 (the "Agreement"). RECITALS: A. Seller is the owner of property located at 201610 68th Avenue South, Kent Washington (the "Property"). The Seller and the Potential Purchaser previously entered into the Agreement through which the Seller agreed to hold the Property exclusively for the Potential Purchaser and agreed not to enter into an agreement to sell the Property to another party during the agreed period of exclusivity; and B. In evaluating the suitability of Seller's property for the purposes of the Potential Purchaser, the Potential Purchaser needs to explore the viability of amending the "Common Area Cost Sharing Agreement and Easements, Covenants, Conditions, and Restrictions for CenterPoint Corporate Park", recorded under King County Recording No. 20010511001017, to allow the Property to be used for the Potential Purchaser's purposes; and C. As a material inducement for Potential Purchaser to enter into and continue negotiations toward a definitive agreement between the Seller and Potential Purchaser with respect to the Property (the "Definitive Agreement"), Seller agrees to amend the Agreement as provided for in this Amendment No. 1. AMENDMENT: NOW THEREFORE, in consideration of the mutual intent, desire, and promises of the parties and other good and valuable consideration, the Seller and Potential Purchaser agree as follows: 1. INCORPORATION OF RECITALS. The foregoing Recitals are incorporated as though fully set forth in this Agreement. 2. AMEND SECTION 7 OF THE AGREEMENT. Section 7 of the Agreement, entitled"Termination", is amended as follows: 7. TERMINATION. This Agreement and Potential Purchaser's rights and obligations hereunder shall commence as of the Effective Date and shall automatically terminate on the earlier to occur of- (i) at 5:00 p.m. (PST) on October 10, 2024, the date dia4 is ninety(90�� after- the E ff etive , if Seller and Potential Purchaser have not entered into negotiations on a purchase and sale agreement, or (ii) at 5:00 p.m. (PST) on November 6, 2024the date that is 105 daysfter-the Ef eetive Date, if the Seller and Potential Purchaser have not each executed and AMENDMENT NO. 1 TO LIMITED ACCESS AGREEMENT-1 delivered a binding Definitive Agreement in form and substance satisfactory to both Seller and Potential Purchaser on or before such date, without further notice or execution of any documentation by Seller or Potential Purchaser, or(iii)the date a Definitive Agreement is executed and delivered, or (iv) on the date Seller elects to terminate this Agreement and revoke the license granted hereunder by written notice to Potential Purchaser,which notice may not be given until at least thirty(30)days after the Effective Date, (the "Termination Date"). The term "Limited Access Period" means the date commencing on the Effective Date and ending on the Termination Date. 3. REMAINING PROVISIONS. Except as specifically amended by this Amendment No. 1, all remaining provisions of the Agreement shall remain in full force and effect. Seller and Potential Purchaser have caused this Amendment No. 1 to be executed as of the last date signed below. POTENTIAL PURCHASER: CITY OF KENT, a Washington state municipal corporation By: i-_ - —- Name: Dana Ralph Title: Mayor Date: 08/08/2024 SELLER: BOEING EMPLOYEES' CREDIT UNION, a Washington state credit union By: Name: Gregg Kats Title: SVP Administration&Servicing Date: 8/7/2024 Kidder Mathews July 30, 2024 RE: AMENDED LOI to Purchase 20610 68th Ave S, Kent, WA Dear Mr. William Ellis, This letter amends the previous letter of intent agreed to between the City of Kent ("Buyer") and BOEING EMPLOYEES' CREDIT UNION ("Seller"). Property: 201610 681h Ave S Kent, WA Buyer. City of Kent Seller: BOEING EMPLOYEES' CREDIT UNION Purchase Agreement; No later than November 6, 2024, Buyer and Seller shall use Purchase Price: good faith efforts to negotiate the Purchase Agreement including the Purchase Price. Deposit: Within three (3) business days of the full execution and delivery of the Purchase Agreement, Buyer will deliver to Seller the earnest money deposit, which shall be nonrefundable but applicable to the Purchase Price. Feasibility Contingency: Following the full execution and delivery of that Amended Limited Access Agreement attached hereto as Exhibit A, Buyer shall have until October 10, 2024 to complete its feasibility review. During this time, Buyer will have exclusive rights to the property to allow for it to conduct its due diligence in accordance with the terms of the parties' Limited Access Agreement, and during that time, Seller will not enter into an agreement to sell the Property to any other party during this feasibility period. PSA Negotiation: Buyer and Seller will use good faith efforts to enter into the Purchase Agreement by November 6, 2024. During this time, Seller will not enter into an agreement to sell the Property to any other party. 12886 Interurban Avenue South T 206.248.7300 Seattle,WA 98168 kidder.com Kidder Mathews Closing: Within thirty (30)days of mutual execution of the Purchase Agreement, or such other date as the Seller and Buyer shall mutually agree. Broker: Buyer and Seller acknowledge that Will Frame, Andy Miller, Drew Frame, Matt Murray & Matt McClennan of Kidder Mathews represent the Seller. Both parties acknowledge disclosure and receipt of the pamphlet the "The Law of Real Estate Agency". 01 law-of-real-estate-a gency.pdf The undersigned acknowledge that this letter of intent is intended to outline the initial terms for consideration only and is in no manner intended to obligate any party contractually and no such obligation shall arise unless/until a mutually satisfactory Purchase Agreement is fully executed by, and delivered to, all parties. Sincerely, Drew Frame, Will Frame Senior Vice President Executive Vice President Andy Miller Executive Vice President Agreed and Accepted: Agreed and Accepted: Seller: Buyer: BOEING EMPLOYEES' CREDIT UNION City of Kent By: �2 By: Title: SVP Administration & Servicing Title: Mayor Date: 8/7/2024 Date: 08/08/2024 kidder.com