HomeMy WebLinkAboutCity Council Meeting - City Council Meeting - 10/08/2024 KENT CITY COUNCIL AGENDA
• SPECIAL MEETING
KENT Tuesday, October 8, 2024
VV A 5 H I N G T O N
5:00 PM
Chambers
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253-215-8782 or 253-205-0468
Enter Meeting ID: 82979108067
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Mayor Dana Ralph
Council President Satwinder Kaur
Councilmember Bill Boyce Councilmember Marli Larimer
Councilmember John Boyd Councilmember Zandria Michaud
Councilmember Brenda Fincher Councilmember Toni Troutner
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SPECIAL CITY COUNCIL MEETING AGENDA - 5 P.M.
1. CALL TO ORDER / FLAG SALUTE
2. ROLL CALL
3. OTHER BUSINESS
A. PURCHASE OF PROPERTY LOCATED AT 20610 68TH AVENUE SOUTH IN
THE CITY OF KENT - APPROVE
4. ADJOURNMENT
For additional information, please contact Kimberley A. Komoto, City Clerk at 253-856-5725,or
email CityClerk@kentwa.gov.
NOTE:A copy of the full agenda is available in the City Clerk's Office and at KentWA.gov.
Any person requiring a disability accommodation should contact the City Clerk at 253-856-5725 in advance
of the meeting. For TDD relay service, call Washington Telecommunications Relay Services at 7-1-1.
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KENT
DATE: October 8, 2024
TO: Kent City Council
SUBJECT: PURCHASE OF PROPERTY LOCATED AT 20610 68TH
AVENUE SOUTH IN THE CITY OF KENT — APPROVE
MOTION: I move to approve the purchase of property located at 20610 68t"
Avenue South in the City of Kent under the threat of condemnation and the
terms of the purchase and sale agreement signed by the Mayor on October
3, 2024.
SUMMARY: On October 1, 2024, the City's Parks Director presented to the City
Council a comprehensive proposal to invest in an office complex located in the
CenterPoint Office Park at 20610 68t" Avenue South in the City of Kent to be used
as a new municipal services building, and to move both the City's police
headquarters and Council Chambers into a new City Hall in the existing Centennial
Center at 400 West Gowe Street. Acquisition of the CenterPoint property was the
most viable and cost-efficient option to address the significant deficiencies
associated with the City's current City Hall building and office space needs for both
police and other staff.
Beginning in May 2024, City staff began inspecting and evaluating the CenterPoint
property for the City's administrative office needs. Based on those inspections, City
staff determined the property was a viable option to address the administrative
office needs of the City in a cost-efficient manner. In early September 2024, staff
began formal negotiations with the property's owner, BECU, through its listing
agent, and on September 13, 2024, advised that listing agent in writing that the
City would use its condemnation authority to acquire the property. Shortly
thereafter, on September 20, 2024, the property's owner and the City were able to
verbally agree upon a purchase price for the property.
In short, the purchase agreement between the City of Kent and BECU provides for
the following:
1. The City will purchase the property for $11,250,000—a reduction of
$2,950,000 from the property's listing price.
2. Once the agreement is fully signed, the City will transmit earnest
money in the amount of $150,000 to the Escrow Agent within 3
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business days, which will be credited against the purchase price at
closing.
3. The purchase includes the land, the building, and all furniture, fixtures,
and equipment currently located within the CenterPoint building.
4. The City agrees to purchase the property "as-is" and to waive all
contingencies, having already conducted an extensive assessment of
the property through a review of the property's title report and
multiple inspections of the property, its building, its mechanical
equipment, and its fiber optic lines.
5. BECU agrees to reimburse the City, up to $100,000, to remove any of
the furniture, fixtures, or equipment the City determines is surplus to
its needs. The City will have until March 31, 2025, to complete this
assessment.
6. Closing will occur within 30 days of Council's approval of the property's
purchase and the terms of the purchase and sale agreement. Should
Council approve the purchase on October 8, 2024, closing should occur
on November 7, 2024.
A draft of the purchase and sale agreement was included within Council's agenda
packet for October 1, 2024. Thereafter, the City received revisions from BECU,
which have been incorporated into the parties' agreement and are reflected through
highlights and notes identified in the attached exhibits.
BUDGET IMPACT: A budget of $11.25m, plus closing costs, will be created in the
Facilities Project Fund. The City will use reserve fund balances to cover all related
costs of this building purchase and reimburse itself with proceeds from a future
bond issue.
SUPPORTS STRATEGIC PLAN GOAL:
Sustainable Services - Providing quality services through responsible financial management,
economic growth, and partnerships.
ATTACHMENTS:
1. 1-BECU revisions made to the October 1, 2024, draft of the Purchase and
Sale Agreement (PDF)
2. 2-Final versions of the Purchase and Sale Agreement signed by the Mayor
and submitted to BECU (PDF)
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3.A.a
PURCHASE AND SALE AGREEMENT
This PURCHASE AND SALE AGREEMENT ("Agreement") is by and between BOEING w
EMPLOYEES' CREDIT UNION, a Washington state credit union("BECU"or"Seller"),and the City of Kent,a p
Washington municipal corporation("City"or"Purchaser"). BECU and the City are each individually referred to as a
a"Party"and collectively as"the Parties." U.
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RECITALS W
A. Seller owns approximately 5.54 acres or 241,167 square feet of real property in King County, _
Washington,legally described on Exhibit A and generally depicted on Exhibit A-1,each attached hereto and made a
part hereof. The Property (as defined in Section 1) is located at 20610 681 Avenue South, Kent, WA 98032 and a
consists of tax parcel number 012204-9021.
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B. The Property that is the subject of this Agreement includes the real property,any improvements and
fixtures located on the real property, any rights, privileges, and easements appurtenant to the Real Property, any
furniture, fixtures and equipment("FFE") located within the structure on the real property, Seller's rights(if any)in
all intangible property related to the Property (including names and permits) and, at Purchaser's option, certain
contracts in connection with the ownership and maintenance of the Property,which shall be transferred, conveyed,
and assigned by a Bill of Sale substantially in the form attached hereto as Exhibit C, the original of which Seller
agrees to execute at Closing. m
[Deleted"and Assignment of Contracts"]
C. Under the terms and conditions set forth herein, Purchaser desires to acquire, under the threat of
eminent domain,the Property. [Highlighted language added]
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NOW, THEREFORE, in consideration of the terms and conditions of this Agreement, and the mutual
covenants contained herein,the Parties agree as follows: L
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1. Property. m
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1.1. Agreement to Sell and Purchase Property. Seller agrees to sell and shall convey to 0
Purchaser,and Purchaser agrees to buy and shall acquire from Seller,upon and subject to the terms and conditions set
forth in this Agreement,the property described on Exhibit A,together with:any structures,improvements and fixtures
located on the real property; any FFE and other personal property located within the structure on the real property; N
any easements, appurtenances, rights, privileges, including without limitation all minerals, oil, gas and other N
hydrocarbon substances on and under the real property subject to any prior restrictions of record; any and all
development rights,air rights,water,water rights and water stock relating to the real property;all trees,timber rights, d
shrubbery and plants, now in or on the real property; improvements thereunto belonging or appurtenant to the real 0
property; all right,title and interest of Seller in and to all alleys, strips, or gores of land, if any, lying adjacent to the
real property; all utilities serving the real property; all right, title and interest of Seller in and to all rights-of-way, O
rights of ingress or egress,or other interests in,on,or to,any land,highway,street,road,or avenue,open or proposed, a)
in,on,or across,in front of,abutting or adjoining the real property(collectively,the"Property"). c
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2. Purchase Price. The total purchase price for the Property payable to Seller by Purchaser,inclusive
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of the Earnest Money Deposit(as defined in Section 3), is Eleven Million Two Hundred Fifty Thousand and 00/100 E
Dollars($11,250,000.00)(the"Purchase Price"). The Purchase Price,less the Earnest Money Deposit,shall be paid N
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in cash at Closing(as defined in Section 11.4),and is based on the understanding that if Purchaser were to condemn 0
the Property, Seller would be entitled to receive just compensation for the Property. Purchaser and Seller agree that N
no portion of the Purchase Price shall be allocated to tangible personal property for sales/use tax purposes.
3. Earnest Money. Within three(3)business days of the Effective Date,Purchaser shall deposit into w
escrow(the "Escrow")with Fidelity National Title, Attn: Megan Packwood, megan.packwood@fnf.com("Escrow m
Agent")the amount of One Hundred Fifty Thousand and 00/100 Dollars($150,000)(the"Earnest Money Deposit").
All cash deposited into escrow by Purchaser,if the deposit is in cash,shall be deposited by Escrow Agent at a federally
insured institution in an account and on terms selected by Purchaser and approved by Seller. All interest earned will E
become part of the Earnest Money Deposit, and all references herein to the Earnest Money Deposit shall include all
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accrued interest thereon. Unless Purchaser terminates this Agreement in accordance with this Agreement,or if Seller
fails to timely cure a default or fails to meet Purchaser's closing conditions,the Earnest Money Deposit shall become w
non-refundable(except as otherwise provided herein),but shall be applicable to and credited from the Purchase Price a
at Closing. If Purchaser fails to deposit the Earnest Money Deposit within five(5)days from the time period required 0
pursuant to this Section 3,then this Agreement shall automatically terminate,and neither party shall have any further a
right against the other except as expressly set forth herein.The Earnest Money Deposit is sometimes referred to herein v,
as the"Deposit." w
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4. Title Review;Title Condition. _
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4.1. Title Commitment. Within seven (7) days from the Effective Date, Seller shall cause a
Fidelity National Title, Attn: Megan Packwood, megan.packwood@fnfcom ("Title Company") to deliver a
preliminary commitment for an owner's standard coverage policy of title insurance covering the Property, naming M
Purchaser as the insured and in the amount of the Purchase Price,together with full and complete legible copies of all
recorded items or exceptions disclosed therein(the"Commitment"). Seller covenants and agrees to convey a good
and marketable title in fee simple absolute,and remove on or before Closing any(i)exceptions for real estate contracts,
mortgages,deeds of trust,assignments of rents and leases,financing statements and any other liens or encumbrances E
for monetary liabilities or obligations to other persons or entities,(ii)exceptions for the payment of real estate excise, 9)
sales, conveyance or stamp taxes and any delinquent real estate taxes, and (iii)exceptions relating to Seller's due Q
authorization, execution and/or delivery of the deed to Purchaser (the "Seller Encumbrances"). Purchaser shall, m
within ten(10)days of receipt of the Commitment or with five(5)days of receipt of any supplement thereto,notify N
Seller in writing if Purchaser objects to any of the encumbrances shown on the Commitment or supplement,other than
the Seller Encumbrances;provided,however,that regardless of whether Purchaser delivers a notification,Seller agrees
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that all monetary encumbrances or liens recorded against the Property(other than installments of local improvement m
districts not yet due and payable, and other than taxes and utilities to be prorated as of Closing) shall be paid or M
discharged by Seller on or before Closing. If Purchaser objects to an encumbrance(s), Seller shall, within five (5) L
days of such Purchaser's notice, notify Purchaser in writing whether Seller will remove the objected-to a
encumbrance(s). If Seller fails to respond within five(5)days, Seller shall be deemed to have elected not to remove °
the objected-to encumbrance(s). If Seller elects not to remove an objected-to encumbrance(s),then Purchaser's sole
option shall be,by written notice to Seller within ten(10) days from Seller's declaration(or deemed declaration)of o
non-removal,to(i)accept the objected-to encumbrance(s)as a Permitted Exception,or(ii)terminate this Agreement, $
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in which case the entire Earnest Money Deposit, whether identified as "refundable" or "non-refundable") shall be �
refunded to Purchaser, and neither party shall have any further right against the other except as expressly set forth --i
herein. If Purchaser fails to respond within said ten(10)day time period,then Purchaser is deemed to have terminated c
this Agreement, in which case the entire Earnest Money Deposit shall be refunded to Purchaser, and neither party N
shall have any further right against the other except as expressly set forth herein. Other than the Seller Encumbrances L
or any Seller monetary encumbrances or liens recorded against the Property, all other encumbrances not objected to
by Purchaser, or objected to but then subsequently waived by Purchaser, shall be deemed permitted exceptions
("Permitted Exceptions"). The Closing Date shall be extended as necessary to allow for the time periods set forth 0
herein for objections and responses thereto. s
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4.2. Condition of Title. Seller covenants to convey the Property in condition to be insured by °
the Title Company as hereinafter provided. Closing shall be conditioned upon Title Company issuing or committing
to issue to Purchaser an extended coverage ALTA,within Purchaser's reasonable discretion,(2006 or such other form E
of policy requested by Purchaser) owner's policy of title insurance in the amount not less than the Purchase Price, c
insuring a fee simple absolute interest in the Property vested in Purchaser free and clear of all matters except the °
Permitted Exceptions, and the lien of current real property taxes not yet due and payable (the "Title Policy"). In A
addition,Purchaser shall have the right to obtain a mortgagee policy and such endorsements as Purchaser may request i
in its sole discretion. If title is not insurable at Closing subject only to the Permitted Exceptions determined in
accordance with this Agreement,Purchaser may(a)elect to proceed to Closing despite such non-insurability,thereby V
accepting any such matters as Permitted Exceptions,or(b)terminate this Agreement and receive a refund of the entire m
Deposit.
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5. Possession;Prohibited Transactions.
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5.1. Possession. Purchaser shall be entitled to possession at Closing.Seller shall not be entitled a
to remove any furniture,fixtures,equipment or other personal property from the Property prior to Closing.The Escrow O
Agent will hold back$100,000 of the Purchase Price at Closing,which shall be available to reimburse the Purchaser a
for its actual costs to dispose of any FFE that is surplus to the Purchaser's needs. For purposes of this section, LL
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Purchaser's"actual costs"shall include Purchaser staff time,FFE disposal costs and Purchaser's contractor costs (if w
any).Purchaser shall have through March 31,2025,to submit invoices to Escrow Agent for cost reimbursement from CO
this Hold Back for disposal of surplus FFE. Should Escrow Agent advise the parties that it is unable or unwilling to x
administer the Hold Back through March 31, 2025, Seller agrees to reimburse Purchaser within fifteen(15) days of
receipt of an invoice documenting Purchaser's actual costs as provided for in this section. [Highlighted language added] a
5.2. Prohibited Transactions. Until the Closing or earlier termination of this Agreement: M
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5.2.1. Encumbrances. Seller may not allow or create any lien, encumbrance or charge
on the Property without promptly discharging the same on or prior to the Closing.
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5.2.2. Compliance with Agreement. Seller shall not knowingly and intentionally take
any action, or omit to take any action, which action or omission would have the effect of violation of any of its
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representations,warranties,covenants and agreements contained herein.
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5.2.3. Existing Debt. Seller shall not amend,modify or increase any notes secured by
any existing deeds of trust or mortgages, if any, or any other documents encumbering the Property nor request an
extension, postponement, forgiveness, or indulgence of the holder of such deeds of trust or mortgages without the N
consent of Purchaser.
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5.2.4. Maintenance of Property. Seller shall (i) not commit any waste, damage, or 3
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nuisance; and (ii) promptly advise Purchaser of any litigation, arbitration, or administrative hearing before any cm
governmental agency concerning or affecting the Property.
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6. Representations and Warranties. $
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6.1. Seller's Representations and Warranties. Seller represents and warrants to Purchaser that N
the following facts are true as of the date of Seller's execution hereof and as of Closing, or as of such other date as N
may be set forth herein:
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6.1.1. Organization, Standing, Authority. Seller is in good standing under the laws of c
the State of Washington and is qualified to transact business in Washington State. Seller has full right, power, and
authority to execute and deliver this Agreement and to consummate the purchase and sale transactions provided for O
herein without obtaining any further consents or approvals from, or the taking of any other actions with respect to, s
any third parties. This Agreement,when executed and delivered by Seller and Purchaser,will constitute the valid and 0
binding agreement of Seller,enforceable against Seller in accordance with its terms.
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6.1.2. Liti ag tion. There is no action,suit,investigation or proceeding(administrative or E
otherwise)pending or threatened against or affecting the Property or any portion of it.
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6.1.3. Title. Seller has good,marketable and indefeasible title to all of the Property. A
[Deleted:"free and clear of all liens,claims and encumbrances except for the Exceptions accepted by Buyer pursuant to Section 4.1 above.'
6.1.4. Hazardous Substances. To Seller's knowledge:(i)no hazardous or toxic material
or substance, as such terms are defined under applicable local, state and federal laws and regulations, have been w
deposited either intentionally or unintentionally by Seller, and the Property does not contain any such materials or m
substances (ii)the Property does not contain underground tanks of any kind; (iii)the Property does not contain and
does not produce polychlorinated biphenyls, urea formaldehyde, asbestos or radon gas; (iv) the Property does not
contain toxic mold;and(v)there are no surface or subsurface conditions which constitute or with the passage of time E
may constitute a public or private nuisance. Seller has not undertaken any of the foregoing activities and has not
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caused or allowed any of the foregoing conditions to exist on the Property. The parties acknowledge that Seller has
made no investigation with regard to hazardous materials or substances on the Property in order to make this w
representation,and that no such investigation is required by the terms of this Agreement. a
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6.1.5. Leases. There are no other leases, tenancies, licenses or other agreements a
affecting the occupancy of the Property other than those delivered to Purchaser pursuant to this Agreement. u-
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6.1.6. Documents. Seller represents and warrants that the Documents provided in CO
Exhibit B are complete copies of all of the documents known to be in Seller's possession or control. _
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6.1.7. Non-Foreign Person. Seller is not a"foreign person" as such term is defined in
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Section 1445(f)of the Internal Revenue Code of 1986,as amended.
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6.1.8. Mechanics'Liens. To the extent any improvements,repairs or maintenance have V
been made or will be made to the Property prior to Closing which might form the basis of mechanics' and
materialmen's liens,Seller agrees to keep the Property free from liens which might result or cause the Title Company
to remove or insure over, at or prior to Closing,any such lien as an exception to coverage in the Title Policy, and to E
indemnify,defend,protect and hold Purchaser harmless from any and all such liens and all attorneys' fees and other
costs incurred by reason thereof.
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6.2. Purchaser's Representations and Warranties. Purchaser represents and warrants as
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follows:
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6.2.1. Organization, Standing, Authority_. Purchaser is a municipal corporation duly N
organized,validly existing and in good standing under the laws of the State of Washington. Seller acknowledges that
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Closing is expressly conditioned on the Kent City Council's prior authorization to buy the Property under this
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Agreement,which may or may not be granted in the City Council's sole discretion. Purchaser shall not be liable or a
obligated for any burden,loss or damages,financial or otherwise,incurred by Seller as a result of the City Council's m
modification of the final terms and conditions of this Agreement,or the City Council's failure to grant the authorization
required to proceed to Closing. c
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6.2.2. As-Is. Purchaser agrees to accept the Property subject only to the specific
representations and warranties set forth in this Agreement. Except as expressly set forth in this Agreement, the
Property is being sold in an"AS IS"condition and"WITH ALL FAULTS"as of the Closing Date. Except as expressly N
set forth in this Agreement, including without limitation in Section 6.1, no representations or warranties have been
made or are made and no responsibility has been or is assumed by Seller or Seller's affiliates as to any matters d
concerning the Property,including,without limitation,the condition or repair of the Property or the value,expense of c
operation,or income potential thereof or as to any other fact or condition which has or might affect the Property. The
parties agree that all understandings and agreements heretofore made between them or their respective agents or O
representatives are merged into this Agreement and any exhibit hereto which alone fully and completely express their s
agreement,and that this Agreement has been entered into after a reasonable investigation,or with the parties satisfied c
with the opportunity afforded for a reasonable investigation. Purchaser is not relying upon any statement or d
representation by Seller unless such statement or representation is specifically embodied in this Agreement or any 0
exhibit annexed hereto. To the extent that Seller has provided or will provide to Purchaser information from any E
inspection,engineering or environmental reports prepared by third parties concerning any asbestos or harmful or toxic
substances,Seller makes no representations or warranties with respect to the accuracy or completeness,methodology g
of preparation or otherwise concerning the contents of such reports other than the representation that these are the N
complete reports in Seller's possession or control. In furtherance of the foregoing, except as expressly provided in
this Agreement, Seller makes no representations or warranties as to the truth, accuracy or completeness of any
materials,data or other information prepared by third parties. It is the parties' express understanding and agreement w
that such materials prepared by third parties are provided only for Purchaser's convenience in making its own M
examination and determination as to whether it wishes to purchase the Property. The above disclaimers shall constitute
a directive to Purchaser to conduct its own reasonable investigation. This provision shall survive Closing. m
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6.3. Survival. The foregoing representations in Section 6.1 and Section 6.2 shall be true and
correct as of the date hereof and as of the Closing Date. The representations,warranties and covenants contained in cc
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[Deleted:"except that Seller shall defend,indemnify and hold Purchaser harmless for any costs(including without limitation attorneys',
consultants and expert witness fees and costs)incurred in any investigative or remedial action conducted under applicable local,state and fedc
laws and regulations related to hazardous or toxic substances or materials".]
this section shall survive the Closing Date for a period of one (1) year, except for the Seller's representations in
Section 6.1.4 which shall survive the Closing Date for a period of two (2)years, and shall not be deemed to merge w
upon delivery and acceptance of a statutory warranty deed by which Seller shall transfer title to Purchaser at Closing a
subject only to the Permitted Exceptions. Notwithstanding the foregoing, neither parry's liability for a breach of a O
representation or warranty shall exceed One Million Dollars($1,000,000),. [Reduced from 5 years to 2 years] a
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7. Seller's Covenants. From and after the date of this Agreement and continuing through Closing, w
Seller agrees with Purchaser as follows: co
7.1. Access to Records, Network, and Systems. Upon at least forty-eight (48) hours prior
notice, Seller shall grant Purchaser, its employees, engineers, attorneys, accountants and other representatives, full a
and complete access during normal business hours to the Property and to all of Seller's records, files and operating
statements(including working papers)concerning the Property in Seller's possession or control,except to the extent M
such records relate solely to Seller's banking operations at the Property. Purchaser shall be entitled to duplicate or
make abstracts of such records, files or financial statements, subject to Section 14.10 below. Further, for all
technological systems and equipment included within the purchase under Section 5.1 of this Agreement,Seller agrees
to use reasonable efforts to provide Purchaser with all information needed to access and use those technological
systems and their associated networks.
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7.2. Operation of Property. Seller shall use commercially reasonable efforts to maintain and m
operate the Property in substantially the same manner as prior hereto pursuant to its normal course of business(such N
maintenance obligations not including capital expenditures or expenditures not incurred in such normal course of
business), subject to reasonable wear and tear and further subject to destruction by casualty, condemnation or other
events beyond the reasonable control of Seller. Without limitation of the foregoing, Seller shall use commercially N
reasonable efforts to maintain its current insurance. ca
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7.3. Service Contracts. Seller shall not, without the prior consent of Purchaser, enter into,
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materially modify or terminate any Service Contracts or materially modify or terminate any Service Contracts without m
Purchaser's written consent (which consent may not be unreasonably withheld, conditioned or delayed prior to the
expiration of the Feasibility Contingency Period and delivery of the Additional Earnest Money Deposit, but which o
consent may be withheld in Purchaser's sole discretion after expiration of the Feasibility Contingency Period). $
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7.4. Leases. Seller shall not enter into leases of space in the Property,which is currently vacant, --i
extend or renew any existing leases of space in the Property, or grant existing tenants any right or option to expand, o
contract, renew, extend or terminate any existing leases of space in the Property or otherwise modify any existing N
lease of space in the Property except as specifically set forth in this Agreement. L
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8. Casual . If a fire,flood,earthquake,windstorm or other casualty(a"Casualty")occurs and affects 0
the Property,or a portion thereof,prior to the Closing Date so that the Property is no longer suitable for Purchaser's O
intended use, then Purchaser shall have the right, by written notice given to Seller within twenty (20) days of a)
Purchaser's receipt of the notice of Casualty,to terminate this Agreement, in which event the entire Earnest Money c
Deposit (whether deemed refundable or non-refundable) shall be immediately returned to Purchaser, and this
Agreement shall be of no further force and effect,and thereafter,no party shall have any further rights or obligations
under this Agreement,except those provisions that expressly survive termination. Seller shall fully inform Purchaser E
as to the occurrence of any such event and the expected insurance proceeds payable. Seller shall also take such prompt
action to restore damage and to prevent fiirther damage as a reasonably prudent owner would undertake to the extent o
insurance proceeds are available therefor. If Purchaser does not timely terminate this Agreement, then Seller shall
assign to Purchaser its claims to all insurance proceeds,including the sole right to settle or approve the settlement of i
any insurance claim, and the Purchase Price shall be reduced by the amount of any deductible and by the amount of
any proceeds paid to Seller that are not used for repair and restoration of the Property in a manner approved by w
Purchaser. At the request of Purchaser, Seller shall make a notice of claim to Seller's insurer prior to Closing. m
Purchaser shall have twenty(20)days after notice of the event to notify Seller as to whether Purchaser elects to proceed
with Closing. During such twenty(20)day period,Seller shall cooperate and use its best efforts to provide Purchaser
with all information reasonably necessary to evaluate the loss. E
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9. Condemnation. In the event of any commenced,to be commenced or consummated proceedings
in eminent domain or condemnation(collectively"Condemnation")by a governmental entity other than Purchaser w
and respecting the Property or any portion thereof on or after the Effective Date and prior to the Closing Date,then, a
within twenty(20)days from receipt of a notice from Seller,Purchaser may elect,in its sole discretion,to terminate O
this Agreement by written notice to Seller. If Purchaser elects to terminate this Agreement,the entire Earnest Money a
Deposit (whether deemed refundable or non-refundable) shall be immediately returned to Purchaser, and this u.
Agreement shall be of no further force and effect,and thereafter,no party shall have any further rights or obligations w
under this Agreement,except those provisions that expressly survive termination. If Purchaser elects not to terminate co
this Agreement or fails to respond within said twenty (20)-day time period, then this Agreement shall continue in =
effect. There shall be no reduction in the Purchase Price,and Seller shall,prior to the Closing Date,assign to Purchaser V
its entire right, title and interest in and to any condemnation award or settlement made or to be made in connection a
with such Condemnation proceeding. Purchaser shall have the right at all times to participate in all negotiations and
dealings with the condemning authority and approve or disapprove any proposed settlement in respect to the M
Condemnation. r
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10. Conditions to Purchaser's Obligation to Close. The obligation of Purchaser to close hereunder
shall be subject to the satisfaction of the following conditions(all or any of which may be waived,in whole or in part E
by Purchaser in writing):
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10.1. Representations and Warranties True at Closing. The representations and warranties made m
by Seller in this Agreement shall be true in all material respects as of Closing with the same force and effect as though N
such representations and warranties had been made or given on and as of the date of Closing.
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10.2. Compliance with Agreement. Seller shall have performed and complied with all of its am
obligations under this Agreement which are to be performed or complied with by it prior to or at Closing.
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11. Closing.
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11.1. Closing Date. Closing of the transaction under this Agreement shall occur thirty(30)days
from and after the date the Kent City Council approves purchase of the Property and the terms of this Agreement(the o
"Closing Date");provided,however,that if the closing of the transaction has not occurred on or before December 31,
2024,Seller shall have the right to terminate this Agreement upon written notice to Purchaser.The parties may select
an alternative Closing Date upon written agreement. [Highlighted text added]
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11.2. Delivery at Closing by Seller. On or prior to the Closing Date, Seller shall deposit in N
Escrow with the Escrow Agent all instruments and monies necessary to complete the sale in accordance with this
Agreement,including,but not limited to:
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11.2.1. a Statutory Warranty Deed to Purchaser, signed by Seller, in recordable form O
containing the legal description of the Property in such form as will convey the title to the Property to Purchaser,free s
and clear of all liens, encumbrances, conditions, easements, assignments, and restrictions, except for the Permitted c
Exceptions(the"Deed"); -'
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11.2.2. an affidavit stating that as of the Closing Date, there are no outstanding, E
unsatisfied judgments,tax liens,or bankruptcies against or involving Seller or the Property,that there have been no N
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labor or materials furnished to the Property for which mechanic's or other liens could be filed, and that there are no 0
unrecorded leases,contracts,easements,or other unrecorded interests of any kind related to the Property which Seller N
has not fully disclosed to Purchaser in writing;and
11.2.3. a certificate signed by Seller certifying that it is not a foreign person for purposes w
of the Foreign Investment in Real Property Tax Act("FIRPTA"), as revised by the Deficit Reduction Act of 1984, m
which certificate shall include Seller's taxpayer identification number and address, or (ii)a withholding certificate
from the Internal Revenue Service to the effect that Seller is exempt from withholding tax on the Purchase Price under
FIRPTA. E
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3.A.a
11.2.4. Such other affidavits, documents and certificates as may be customarily and
reasonably required by the Escrow Agent in order to effectuate the transaction contemplated. w
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11.3. Delivery at Closing by Purchaser. On or prior to the Closing Date,Purchaser shall deposit O
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in Escrow with the Escrow Agent all instruments and monies necessary to complete the sale in accordance with this a
Agreement. LL
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11.4. Closing. When used herein, "Closing" shall mean the date the Deed from Seller to co
Purchaser is recorded,the Purchase Price(adjusted for credits and debits to Seller's account made in accordance with =
this Agreement)has been released by the Escrow Agent to Seller and all actions have been completed as necessary
for the Title Company to deliver the Title Policy to the Purchaser in the normal course of the Title Company's business. a
11.5. Proration of Taxes and Utilities. Taxes for the current year,and water gas, sewer,electric M
and other utilities serving the Property, and amounts payable under any service contracts, annual permits and/or
inspection fees shall be prorated as of the Closing Date on the basis of the actual days of the month in which the
Closing Date occurs. All final special assessments, deferred taxes or penalties that are levied at or prior to Closing
shall be paid in full by Seller. E
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11.6. Escrow Instructions. Each of the Parties may provide Escrow Agent with additional
closing instructions, provided that such instructions do not contradict the terms of this Agreement. In absence of m
and/or in addition to any such instructions,the provisions of this Agreement are intended by Seller and Purchaser to N
constitute their joint closing instructions to Escrow Agent.
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11.7. Closing Costs. N
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11.7.1. Seller Costs. Seller shall pay the premium for the Title Policy, all State of L
Washington real estate transfer or excise taxes on the conveyance and one-half of the Escrow Agent's fees. a
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11.7.2. Purchaser Costs. Purchaser shall pay the cost of recording the Deed,any premium z
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associated with an extended policy or additional endorsements to the Title Policy,and one-half of the Escrow Agent's 0
fees. $
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11.7.3. Miscellaneous Costs. Any other costs or expenses incident to this transaction and N
the closing thereof not expressly provided for above shall be allocated between and paid by the parties in accordance N
with custom and practice in the county in which the Property is located.
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12. Default and Remedies.
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12.1. Seller Default. If Seller shall be in default of any of its obligations hereunder and such O
default shall not have been cured within ten (10) days after written notice thereof to Seller,then Purchaser shall be s
entitled, as its sole and exclusive remedy, to one of the following: (i) terminate this Agreement and the Escrow, in 0
which case Purchaser shall be entitled to the immediate return of the entire Earnest Money Deposit;(ii)to seek specific
performance of this Agreement, provided that the action for specific performance must be initiated in a court of
competent jurisdiction within forty-five(45)days of Seller's failure to timely cure the default,and provided that the E
foregoing shall not limit any rights of Purchaser to be indemnified by Seller or to receive attorneys' fees and costs as c
provided in this Agreement with respect to the breach by Seller of any express obligation to indemnify Purchaser
expressed in this Agreement,regardless of whether occurring before or after Closing; or(iii) close Escrow,thereby A
waiving any default.
12.2. Purchaser Default. In the event Purchaser is in default of this Agreement(which may occur w
only after such default shall not have been cured within ten (10) days after notice thereof to Purchaser), the entire o0
Earnest Money Deposit shall be forfeited to the Seller as the sole and exclusive remedy available to the Seller for such
default by Purchaser. Seller expressly waives its right to recover damages or to seek specific performance.
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Initials: E
Purchaser Seller
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12.3. Attorneys' Fees. In the event Seller or Purchaser shall bring any suit or action to enforce w
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this Agreement or any term or provision hereof,the substantially prevailing party shall be entitled to a reasonable sum p
as attorneys'fees and all costs and expenses incurred in connection with such suit or action including those on appeal. a
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12.4. No Consequential Damages. UNDER NO CIRCUMSTANCES WILL ANY PARTY OR 0
ITS AFFILIATES BE LIABLE TO ANY OTHER PARTY OR ITS AFFILIATES UNDER OR PURSUANT TO y
THIS AGREEMENT FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR Q
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CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, U
LOSS OF BUSINESS OR USE OF PROPERTY, OR COST OF CAPITAL, WHETHER IN AN ACTION FOR
CONTRACT OR TORT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OR a
EXISTENCE OF SUCH DAMAGES. e0
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13. Reconciliation. �-
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13.1. Reconciliation. Seller shall prepare and deliver to Purchaser,not later than forty-five(45)
days following Closing,a reconciliation statement(the"Reconciliation"),which shall(i)show the calculation of the
actual common area maintenance expenses, operating expenses and all other expenses of the Property (including
insurance premiums and property taxes and assessments and excluding non-property related administration and Q
management expenses) (collectively,the"Expenses")that are due and payable as of Closing, if any. The Expenses
shall be prorated between the Parties with Purchaser being responsible for all Expenses accruing on or after Closing, f°
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including Expenses paid by Seller in advance prior to Closing,if any.Purchaser shall be entitled to all reimbursements
of Expenses accruing on or after Closing. ca
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13.2. Payment. To the extent one party receives an amount due the other party pursuant to the t
Reconciliation,the receiving party shall promptly remit such amount received to the other party.
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13.3. Survival. The obligations hereunder shall survive Closing. z
14. Miscellaneous. o
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14.1. Governing Law, Jurisdiction, and Venue. This Agreement shall be construed and
interpreted in accordance with and shall be governed and enforced in all respects according to the laws of the State of N
Washington. Any dispute arising under,in connection with,or incident to this Agreement or about its interpretation N
will be resolved exclusively in the state or federal courts in the county where the Property is located. Each of the
parties irrevocably submits to those courts'venue and jurisdiction for such disputes.
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14.2. Oral Agreements and Representations. There are no oral or other agreements, including O
but not limited to any representations or warranties,which modify or affect this Agreement. Seller shall not be bound d
by,nor liable for,any warranties or other representations made by any other person,partnership,corporation or other s
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entity unless such representations are set forth in a written instrument duly executed by Seller. Purchaser o
acknowledges to Seller that in entering into this Agreement,Purchaser is not relying on any warranties except those -4a
expressly set forth herein. E
14.3. Survival:Nonmerger. The representations,warranties, covenants and indemnities of this c
Agreement shall survive Closing or earlier termination of this Agreement,and shall not merge into the Deed. y
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14.4. No Brokers. Seller and Purchaser each represent to the other that neither party has(i)dealt
with an other real estate broker or ii is represented b a real estate broker in connection with the negotiations leading
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to this Agreement, except for Will Frame, Andy Miller and Drew Frame of Kidder Mathews, representing Seller. w
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Seller agrees to indemnify and hold Purchaser harmless from and against the claims of all other brokers or
intermediaries claiming to have had any dealing, negotiations or consultations with Seller in connection with this
Agreement or the sale or lease of the Property. m
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14.5. Notices. All notices required or permitted to be given hereunder shall be in writing and
shall be deemed given: (a)when personally delivered;(b)when delivered by private courier service(such as Federal w
Express); or(c)three(3)days after being deposited in the United States mail in registered or certified form,postage a
prepaid,return receipt requested,addressed as follows: 0
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If to Seller: Boeing Employees' Credit Union w
Attn:Facilities LU
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12770 Gateway Dr. co
Tukwila,WA 98168 x
Telephone:206-812-5118
Email: andy.reiswig@becu.org a
with copy to: Summit Law Group,PLLC M
315 Fifth Ave. S,Suite 1000
Seattle,WA 98104
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Attention: Kyle Branum,Ada Danelo
Email:kyleb@summitlaw.com;adad@summitlaw.com E
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If to Purchaser: City of Kent Q
Attn:Arthur"Pat"Fitzpatrick,Chief Administrative Officer m
220 Fourth Avenue South w
Kent,WA 98032 N
Telephone:253-856-5781
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Email:PFitzpatrick@kentwa.gov a)
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14.6. Enforcement. The failure of either party to insist upon or enforce strict performance by the L
other party of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a
a waiver or relinquishment to any extent of such party's right to assert or rely upon any such provision in any other °
instance;rather,the same shall remain in full force and effect. M
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14.7. No Waiver. No waiver of any right under this Agreement shall be effective unless
contained in a writing signed by a duly authorized officer or representative of the party sought to be charged with the
waiver and no waiver of any right arising from any breach or failure to perform shall be deemed to be a waiver of any
future right or of any other right arising under this Agreement. c
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14.8. BindingN . All rights and obligations arising out of this Agreement shall inure to the L
benefit of and be binding upon the respective successors,heirs,assigns,tenants,administrators,executors,and marital
communities, if any, of the parties hereto. This document shall not bind either party unless it has been properly °
authorized,executed and delivered by Purchaser and Seller. 0
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14.9. Execution. This Agreement shall not be binding or effective until fully executed and sc
delivered by Seller and Purchaser.
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14.10. Confidentiality. Purchaser agrees to maintain the terms of this Agreement, including, °
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without limitation, any information relating to Seller's finances or operations, in confidence except to the limited c
extent such disclosures are(a)required by law,(b)made in confidence to Purchaser's attorneys,(c)made in connection °
with any legal proceeding brought to interpret or enforce this Agreement, (d) already a matter of public record, or A
(e)requested or agreed to in writing by Seller. i
14.11. Time. Time is of the essence of this Agreement. Unless otherwise specified in this w
Agreement, any period of time measured in days in this Agreement shall start on the day following the event m
commencing the period and shall expire at 9:00 p.m.PST of the last calendar day of the specified time period. If the
last day is a Saturday, Sunday or legal holiday,as defined in RCW 1.16.050,the specified period of time shall expire c
on the next day that is not a Saturday, Sunday or legal holiday. Any specified period of five(5)days or less shall not
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include Saturdays, Sundays or legal holidays. "Business day"means any day that is not a Saturday, Sunday,or legal z
holiday. M
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14.12. Entire Agreement; Amendment. This Agreement sets forth the entire agreement of the
parties as to the subject matter hereof and supersedes all prior discussions and understandings between them. This w
Agreement may not be amended or rescinded in any manner except by instrument in writing signed by a duly a
authorized officer or representative of each party hereto. O
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14.13. Severability. Should any of the provisions of this Agreement be found to be invalid,illegal u_
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or unenforceable by any court of competent jurisdiction, such provision shall be stricken and the remainder of this w
Agreement shall nonetheless remain in full force and effect unless striking such provision shall materially alter the co
intention of the parties. x
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14.14. Holidays. Should the last day for giving any notice, or taking any action, required or a
permitted under this Agreement,fall on a Saturday, Sunday or legal holiday,the last day shall be postponed until the
next day when Escrow Agent is open for regular business. M
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14.15. Captions. The captions and section headings hereof are inserted for convenience purposes
only and shall not be deemed to limit or expand the meaning of any section.
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14.16. Invalidity. If any provisions of this Agreement shall be invalid,void,or illegal, it shall in
no way effect,impair,or invalidate any of the other provisions hereof.
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14.17. Recording. Purchaser may not record a memorandum of this Agreement.
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14.18. Counterparts. This Agreement may be executed in counterparts,which shall be treated as M
originals for all intents and purposes, and all so executed shall constitute on agreement,binding on all of the parties N
hereto, notwithstanding that all the parties are not signatory to the original or the same counterpart. Any such
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counterpart shall be admissible into evidence as an original hereof against the person who executed it.
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14.19. Effective Date. The effective date of this Agreement shall be the last date written below. z
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14.20. Knowledge. As used in this Agreement, or in any other agreement, document, certificate 0
or instrument delivered by Seller to Purchaser, the phrase "to Seller's actual knowledge", "to the best of Seller's
knowledge"or any similar phrase shall mean the actual,not constructive or imputed,knowledge of Gregg Kats, SVP
Administration&Servicing,without investigation. N
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14.21. Exhibits. The Exhibits hereto are incorporated into and made an express part of this N
Agreement.
14.22. Further Acts. The Parties shall execute and deliver such further instruments and 0
documents,and take such other further actions,as may be reasonably necessary to carry out the intent and provisions O
of this Agreement. s
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SELLER: PURCHASER:
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BOEING EMPLOYEES' CREDIT UNION, CITY OF KENT, E
a Washington state credit union a Washington municipal corporation
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By: By: m
Name: Name: Dana Ralph
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Title: Title: Mayor
Date: Date:
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EXHIBIT A
LEGAL DESCRIPTION w
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My 2-,�1Z MJer Re,onlrrq r�rr W 2oro1 9]aa[�3,M F�O=ty,W atollln]on. _
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Parcel 19:
Those rKrH aodugoa eaemartE estatalWed b) IniffM d entitled 'Cannxi area Ccc!t NWrg , rem and a
EaemM Co erarm,C.ondtticr',s and Restrk onsTwCerMFolrt Cumara:E mart-n3xrded under FLmwdra Nund r M
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EXHIBIT A—PAGE 1
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EXHIBIT A-1
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EXHIBIT A-1—PAGE 1
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3.A.a
EXHIBIT B
DUE DILIGENCE DOCUMENTS w
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1. Copies of the Service Contracts,easements,contracts,agreements and recorded documents affecting the Property
to Seller's actual knowledge; [Note: BECU intends to terminate all service contracts as of closing;any recorded a
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documents will be provided with the title report.] O
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2. Copies of available geotechnical engineering reports; [Note:BECU has none in our files] co
3. Copies of available Phase I and/or Phase II or other environmental reports; [Note: BECU has none in our files]
4. Operating information of the Property, and any documents in Seller's possession relating to the environmental a
condition of the property, all recorded documents and agreements affecting the Property, and the prior title
00
policies and reports on the Property which are in the possession of Seller;and [Note:Relevant items in BECU's
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possession under this category were already shared with the City during the pre-diligence period.]
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5. Copies of all surveys, building plans and specifications, engineering reports, warranties and similar reports
including,without limitation, construction,roof, equipment, and other warranties, and similar documents in the
possession of Seller. [Note: Relevant items in BECU's possession under this category were already shared with
the City during the pre-diligence period.]
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EXHIBIT B-PAGE 1
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3.A.a
EXHIBIT C
BILL OF SALE W
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BOEING EMPLOYEES'CREDIT UNION,a Washington state credit union(hereinafter referred to as W
"Transferor"),does hereby transfer,in exchange for$1 and other good and valuable consideration,effective 0.
as of[ ],2024(the"Effective Date")all Transferor's right,title,and interest to the CITY OF O
KENT, a Washington municipal corporation(hereinafter referred to as"Transferee"),in and to the personal W
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property owned by Transferor and located at the real property at located at 20610 68th Avenue South,Kent, a
WA 98032 consisting of tax parcel number 012204-9021. _
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Transferor hereby transfers all rights and interest of Transferor in the Assets to Transferee,and Transferee a
assumes all rights,obligations,and interests to the Assets.The Assets conveyed to Transferee pursuant to this
Bill of Sale are conveyed AS IS,WHERE IS,WITH ALL DEFECTS.Transferee has inspected the Assets to M
Transferee's satisfaction and confirms that no guarantees or warranties were expressed or implied by V
Transferor regarding the condition,quality or fitness for any purpose of the Assets.Transferor makes no
representation or warranty with respect to the condition or fitness of the Assets to be sold hereunder or for a
particular purpose,the merchantability thereof,nor shall any such warranty be implied or arise by operation m
of law.Further,Transferee assumes all responsibility for and risk related to the Assets as of the Effective
Date.Transferee has duly authorized the receipt of the Assets. Q
This Bill of Sale and the obligations of the parties hereunder shall be binding upon and inure to the benefit of
the parties hereto,their respective legal representatives,successors and assigns,and shall be governed by and N
construed in accordance with the laws of the State of Washington.
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This Bill of Sale is the complete agreement between the parties hereto concerning the subject matter of this N
Bill of Sale and replaces any prior oral or written communications between the parties.There are no
conditions,understandings,agreements,representations or warranties(express or implied)which are not
specified herein.This Bill of Sale may be signed in one or more counterparts,each of which shall be an a
original for all purposes but all of which taken together shall constitute only one instrument.
IN WITNESS WHEREOF,the foregoing Bill of Sale is dated effective as of the date and year first written 0
above. $
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TRANSFEROR: TRANSFEREE: 13
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BOEING EMPLOYEES'CREDIT UNION, CITY OF KENT, N
a Washington state credit union a Washington municipal corporation
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By: By: O
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Name: Name:
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Title: Title:
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Date: EDate: N
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EXHIBIT C-PAGE 1
Packet Pg. 17
3.A.b
PURCHASE AND SALE AGREEMENT LL
This PURCHASE AND SALE AGREEMENT ("Agreement") is by and between BOEING w
EMPLOYEES' CREDIT UNION, a Washington state credit union("BECU"or"Seller"),and the City of Kent,a co
Washington municipal corporation("City"or"Purchaser"). BECU and the City are each individually referred to as =
a"Party"and collectively as"the Parties."
RECITALS a
A. Seller owns approximately 5.54 acres or 241,167 square feet of real property in King County, M
Washington,legally described on Exhibit A and generally depicted on Exhibit A-1,each attached hereto and made a 7t.
part hereof. The Property (as defined in Section 1) is located at 20610 681 Avenue South, Kent, WA 98032 and �
consists of tax parcel number 012204-9021. V
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B. The Property that is the subject of this Agreement includes the real property,any improvements and c
fixtures located on the real property, any rights, privileges, and easements appurtenant to the Real Property, any
furniture, fixtures and equipment("FFE") located within the structure on the real property, Seller's rights(if any)in
all intangible property related to the Property (including names and permits) and, at Purchaser's option, certain
contracts in connection with the ownership and maintenance of the Property,which shall be transferred, conveyed, w
and assigned by a Bill of Sale substantially in the form attached hereto as Exhibit C, the original of which Seller
agrees to execute at Closing.
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C. Under the terms and conditions set forth herein, Purchaser desires to acquire, under the threat of
eminent domain,the Property. 2
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NOW, THEREFORE, in consideration of the terms and conditions of this Agreement, and the mutual
covenants contained herein,the Parties agree as follows:
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1. Property.
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1.1. Agreement to Sell and Purchase Property. Seller agrees to sell and shall convey to
Purchaser,and Purchaser agrees to buy and shall acquire from Seller,upon and subject to the terms and conditions set E
forth in this Agreement,the property described on Exhibit A,together with:any structures,improvements and fixtures i
located on the real property; any FFE and other personal property located within the structure on the real property; Q
any easements, appurtenances, rights, privileges, including without limitation all minerals, oil, gas and other
hydrocarbon substances on and under the real property subject to any prior restrictions of record; any and all N
development rights,air rights,water,water rights and water stock relating to the real property;all trees,timber rights, Cn
shrubbery and plants, now in or on the real property; improvements thereunto belonging or appurtenant to the real
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property; all right,title and interest of Seller in and to all alleys, strips, or gores of land, if any, lying adjacent to the
real property; all utilities serving the real property; all right, title and interest of Seller in and to all rights-of-way,
rights of ingress or egress,or other interests in,on,or to,any land,highway,street,road,or avenue,open or proposed, 2-
in,on,or across,in front of,abutting or adjoining the real property(collectively,the"Property"). a
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2. Purchase Price. The total purchase price for the Property payable to Seller by Purchaser,inclusive r
of the Earnest Money Deposit(as defined in Section 3), is Eleven Million Two Hundred Fifty Thousand and 00/100 0
Dollars($11,250,000.00)(the"Purchase Price"). The Purchase Price,less the Earnest Money Deposit,shall be paid N
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in cash at Closing(as defined in Section 11.4),and is based on the understanding that if Purchaser were to condemn g
the Property, Seller would be entitled to receive just compensation for the Property. Purchaser and Seller agree that
no portion of the Purchase Price shall be allocated to tangible personal property for sales/use tax purposes. >
16
3. Earnest Money. Within three(3)business days of the Effective Date,Purchaser shall deposit into E
escrow(the "Escrow")with Fidelity National Title, Attn: Megan Packwood, megan.packwood@fnf.com("Escrow N
Agent")the amount of One Hundred Fifty Thousand and 00/100 Dollars($150,000)(the"Earnest Money Deposit").
All cash deposited into escrow by Purchaser,if the deposit is in cash,shall be deposited by Escrow Agent at a federally
insured institution in an account and on terms selected by Purchaser and approved by Seller. All interest earned will
become part of the Earnest Money Deposit, and all references herein to the Earnest Money Deposit shall include all coo
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3.A.b
accrued interest thereon. Unless Purchaser terminates this Agreement in accordance with this Agreement,or if Seller LL
fails to timely cure a default or fails to meet Purchaser's closing conditions,the Earnest Money Deposit shall become p
non-refundable(except as otherwise provided herein),but shall be applicable to and credited from the Purchase Price LU
at Closing. If Purchaser fails to deposit the Earnest Money Deposit within five(5)days from the time period required Q
pursuant to this Section 3,then this Agreement shall automatically terminate,and neither party shall have any further =
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right against the other except as expressly set forth herein.The Earnest Money Deposit is sometimes referred to herein W
as the"Deposit." a
4. Title Review;Title Condition. c°h°
4.1. Title Commitment. Within seven (7) days from the Effective Date, Seller shall cause
Fidelity National Title, Attn: Megan Packwood, megan.packwood@fnfcom ("Title Company") to deliver a w
preliminary commitment for an owner's standard coverage policy of title insurance covering the Property, naming o0
Purchaser as the insured and in the amount of the Purchase Price,together with full and complete legible copies of all c
recorded items or exceptions disclosed therein(the"Commitment"). Seller covenants and agrees to convey a good
and marketable title in fee simple absolute,and remove on or before Closing any(i)exceptions for real estate contracts,
mortgages,deeds of trust,assignments of rents and leases,financing statements and any other liens or encumbrances
for monetary liabilities or obligations to other persons or entities,(ii)exceptions for the payment of real estate excise,
sales, conveyance or stamp taxes and any delinquent real estate taxes, and (iii)exceptions relating to Seller's due
authorization, execution and/or delivery of the deed to Purchaser (the "Seller Encumbrances"). Purchaser shall,
M
within ten(10)days of receipt of the Commitment or with five(5)days of receipt of any supplement thereto,notify o
Seller in writing if Purchaser objects to any of the encumbrances shown on the Commitment or supplement,other than
the Seller Encumbrances;provided,however,that regardless of whether Purchaser delivers a notification,Seller agrees 2
that all monetary encumbrances or liens recorded against the Property(other than installments of local improvement
districts not yet due and payable, and other than taxes and utilities to be prorated as of Closing) shall be paid or
discharged by Seller on or before Closing. If Purchaser objects to an encumbrance(s), Seller shall, within five (5)
days of such Purchaser's notice, notify Purchaser in writing whether Seller will remove the objected-to
encumbrance(s). If Seller fails to respond within five(5)days, Seller shall be deemed to have elected not to remove
the objected-to encumbrance(s). If Seller elects not to remove an objected-to encumbrance(s),then Purchaser's sole W
option shall be,by written notice to Seller within ten(10) days from Seller's declaration(or deemed declaration)of m
non-removal,to(i)accept the objected-to encumbrance(s)as a Permitted Exception,or(ii)terminate this Agreement, E
in which case the entire Earnest Money Deposit, whether identified as "refundable" or "non-refundable") shall be
refunded to Purchaser, and neither party shall have any further right against the other except as expressly set forth
herein. If Purchaser fails to respond within said ten(10)day time period,then Purchaser is deemed to have terminated Q
this Agreement, in which case the entire Earnest Money Deposit shall be refunded to Purchaser, and neither party
shall have any further right against the other except as expressly set forth herein. Other than the Seller Encumbrances N
or any Seller monetary encumbrances or liens recorded against the Property, all other encumbrances not objected to c
by Purchaser, or objected to but then subsequently waived by Purchaser, shall be deemed permitted exceptions `°
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("Permitted Exceptions"). The Closing Date shall be extended as necessary to allow for the time periods set forth
herein for objections and responses thereto.
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4.2. Condition of Title. Seller covenants to convey the Property in condition to be insured by a
the Title Company as hereinafter provided. Closing shall be conditioned upon Title Company issuing or committing r
to issue to Purchaser an extended coverage ALTA,within Purchaser's reasonable discretion,(2006 or such other form c
of policy requested by Purchaser) owner's policy of title insurance in the amount not less than the Purchase Price, c
insuring a fee simple absolute interest in the Property vested in Purchaser free and clear of all matters except the C
Permitted Exceptions, and the lien of current real property taxes not yet due and payable (the "Title Policy"). In
addition,Purchaser shall have the right to obtain a mortgagee policy and such endorsements as Purchaser may request >
in its sole discretion. If title is not insurable at Closing subject only to the Permitted Exceptions determined in
accordance with this Agreement,Purchaser may(a)elect to proceed to Closing despite such non-insurability,thereby
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accepting any such matters as Permitted Exceptions,or(b)terminate this Agreement and receive a refund of the entire N
Deposit.
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3.A.b
5. Possession;Prohibited Transactions. LL
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5.1. Possession. Purchaser shall be entitled to possession at Closing.Seller shall not be entitled w
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to remove any furniture,fixtures,equipment or other personal property from the Property prior to Closing.The Escrow Q
Agent will hold back$100,000 of the Purchase Price at Closing,which shall be available to reimburse the Purchaser =
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for its actual costs to dispose of any FFE that is surplus to the Purchaser's needs. For purposes of this section,
Purchaser's"actual costs"shall include Purchaser staff time,FFE disposal costs and Purchaser's contractor costs (if a
any).Purchaser shall have through March 31,2025,to submit invoices to Escrow Agent for cost reimbursement from
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this Hold Back for disposal of surplus FFE. Should Escrow Agent advise the parties that it is unable or unwilling to M
administer the Hold Back through March 31, 2025, Seller agrees to reimburse Purchaser within fifteen(15) days of
receipt of an invoice documenting Purchaser's actual costs as provided for in this section.
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5.2. Prohibited Transactions. Until the Closing or earlier termination of this Agreement: M
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5.2.1. Encumbrances. Seller may not allow or create any lien, encumbrance or charge
on the Property without promptly discharging the same on or prior to the Closing.
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5.2.2. Compliance with Agreement. Seller shall not knowingly and intentionally take N
any action, or omit to take any action, which action or omission would have the effect of violation of any of its
representations,warranties,covenants and agreements contained herein.
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5.2.3. Existing Debt. Seller shall not amend,modify or increase any notes secured by
any existing deeds of trust or mortgages, if any, or any other documents encumbering the Property nor request an
extension, postponement, forgiveness, or indulgence of the holder of such deeds of trust or mortgages without the
consent of Purchaser. �+
5.2.4. Maintenance of Property. Seller shall (i) not commit any waste, damage, or m
nuisance; and (ii) promptly advise Purchaser of any litigation, arbitration, or administrative hearing before any
governmental agency concerning or affecting the Property. N
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6. Representations and Warranties. E
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6.1. Seller's Representations and Warranties. Seller represents and warrants to Purchaser that Q
the following facts are true as of the date of Seller's execution hereof and as of Closing, or as of such other date as m
may be set forth herein: N
6.1.1. Organization, Standing, Authority. Seller is in good standing under the laws of
the State of Washington and is qualified to transact business in Washington State. Seller has full right, power, and N
authority to execute and deliver this Agreement and to consummate the purchase and sale transactions provided for
herein without obtaining any further consents or approvals from, or the taking of any other actions with respect to, i
any third parties. This Agreement,when executed and delivered by Seller and Purchaser,will constitute the valid and 0
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binding agreement of Seller,enforceable against Seller in accordance with its terms. m
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6.1.2. Liti ag tion. There is no action,suit,investigation or proceeding(administrative or 0
otherwise)pending or threatened against or affecting the Property or any portion of it.
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6.1.3. Title. Seller has good,marketable and indefeasible title to all of the Property. N
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6.1.4. Hazardous Substances. To Seller's knowledge:(i)no hazardous or toxic material c
or substance, as such terms are defined under applicable local, state and federal laws and regulations, have been U.
deposited either intentionally or unintentionally by Seller, and the Property does not contain any such materials or N
substances (ii)the Property does not contain underground tanks of any kind; (iii)the Property does not contain and
does not produce polychlorinated biphenyls, urea formaldehyde, asbestos or radon gas; (iv) the Property does not
E
contain toxic mold;and(v)there are no surface or subsurface conditions which constitute or with the passage of time
may constitute a public or private nuisance. Seller has not undertaken any of the foregoing activities and has not
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Packet Pg. 20
3.A.b
caused or allowed any of the foregoing conditions to exist on the Property. The parties acknowledge that Seller has LL
made no investigation with regard to hazardous materials or substances on the Property in order to make this p
representation,and that no such investigation is required by the terms of this Agreement. W
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6.1.5. Leases. There are no other leases, tenancies, licenses or other agreements =
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affecting the occupancy of the Property other than those delivered to Purchaser pursuant to this Agreement.
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6.1.6. Documents. Seller represents and warrants that the Documents provided in
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Exhibit B are complete copies of all of the documents known to be in Seller's possession or control.
14
6.1.7. Non-Foreign Person. Seller is not a"foreign person" as such term is defined in
Section 1445(f)of the Internal Revenue Code of 1986,as amended. V
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6.1.8. Mechanics'Liens. To the extent any improvements,repairs or maintenance have
been made or will be made to the Property prior to Closing which might form the basis of mechanics' and
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materialmen's liens,Seller agrees to keep the Property free from liens which might result or cause the Title Company
to remove or insure over, at or prior to Closing,any such lien as an exception to coverage in the Title Policy, and to
indemnify,defend,protect and hold Purchaser harmless from any and all such liens and all attorneys' fees and other w
costs incurred by reason thereof.
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6.2. Purchaser's Representations and Warranties. Purchaser represents and warrants as o
follows: >%
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6.2.1. Organization, Standing, Authority_. Purchaser is a municipal corporation duly t
organized,validly existing and in good standing under the laws of the State of Washington. Seller acknowledges that
Closing is expressly conditioned on the Kent City Council's prior authorization to buy the Property under this
Agreement,which may or may not be granted in the City Council's sole discretion. Purchaser shall not be liable or m
obligated for any burden,loss or damages,financial or otherwise,incurred by Seller as a result of the City Council's a�
modification of the final terms and conditions of this Agreement,or the City Council's failure to grant the authorization N
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required to proceed to Closing.
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6.2.2. As-Is. Purchaser agrees to accept the Property subject only to the specific i
representations and warranties set forth in this Agreement. Except as expressly set forth in this Agreement, the Q
Property is being sold in an"AS IS"condition and"WITH ALL FAULTS"as of the Closing Date. Except as expressly
set forth in this Agreement, including without limitation in Section 6.1, no representations or warranties have been N
made or are made and no responsibility has been or is assumed by Seller or Seller's affiliates as to any matters Cn
concerning the Property,including,without limitation,the condition or repair of the Property or the value,expense of
operation,or income potential thereof or as to any other fact or condition which has or might affect the Property. The
parties agree that all understandings and agreements heretofore made between them or their respective agents or
representatives are merged into this Agreement and any exhibit hereto which alone fully and completely express their i
agreement,and that this Agreement has been entered into after a reasonable investigation,or with the parties satisfied a
with the opportunity afforded for a reasonable investigation. Purchaser is not relying upon any statement or
representation by Seller unless such statement or representation is specifically embodied in this Agreement or any r
exhibit annexed hereto. To the extent that Seller has provided or will provide to Purchaser information from any c
inspection,engineering or environmental reports prepared by third parties concerning any asbestos or harmful or toxic N
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substances,Seller makes no representations or warranties with respect to the accuracy or completeness,methodology g
of preparation or otherwise concerning the contents of such reports other than the representation that these are the
complete reports in Seller's possession or control. In furtherance of the foregoing, except as expressly provided in >
this Agreement, Seller makes no representations or warranties as to the truth, accuracy or completeness of any c
materials,data or other information prepared by third parties. It is the parties' express understanding and agreement U.
that such materials prepared by third parties are provided only for Purchaser's convenience in making its own c�
examination and determination as to whether it wishes to purchase the Property. The above disclaimers shall constitute
a directive to Purchaser to conduct its own reasonable investigation. This provision shall survive Closing.
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6.3. Survival. The foregoing representations in Section 6.1 and Section 6.2 shall be true and M
correct as of the date hereof and as of the Closing Date. The representations,warranties and covenants contained in Q
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Packet Pg. 21
3.A.b
this section shall survive the Closing Date for a period of one (1) year, except for the Seller's representations in LL
Section 6.1.4 which shall survive the Closing Date for a period of two (2)years, and shall not be deemed to merge p
upon delivery and acceptance of a statutory warranty deed by which Seller shall transfer title to Purchaser at Closing LU
subject only to the Permitted Exceptions. Notwithstanding the foregoing, neither parry's liability for a breach of a Q
representation or warranty shall exceed One Million Dollars($1,000,000),. _
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7. Seller's Covenants. From and after the date of this Agreement and continuing through Closing, a
Seller agrees with Purchaser as follows:
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7.1. Access to Records, Network, and Systems. Upon at least forty-eight (48) hours prior 7t.
notice, Seller shall grant Purchaser, its employees, engineers, attorneys, accountants and other representatives, full
and complete access during normal business hours to the Property and to all of Seller's records, files and operating w
statements(including working papers)concerning the Property in Seller's possession or control,except to the extent o0
such records relate solely to Seller's banking operations at the Property. Purchaser shall be entitled to duplicate or c
make abstracts of such records, files or financial statements, subject to Section 14.10 below. Further, for all
technological systems and equipment included within the purchase under Section 5.1 of this Agreement,Seller agrees
to use reasonable efforts to provide Purchaser with all information needed to access and use those technological
systems and their associated networks.
7.2. Operation of Property. Seller shall use commercially reasonable efforts to maintain and
operate the Property in substantially the same manner as prior hereto pursuant to its normal course of business(such o
maintenance obligations not including capital expenditures or expenditures not incurred in such normal course of
business), subject to reasonable wear and tear and further subject to destruction by casualty, condemnation or other
events beyond the reasonable control of Seller. Without limitation of the foregoing, Seller shall use commercially
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reasonable efforts to maintain its current insurance.
7.3. Service Contracts. Seller shall not, without the prior consent of Purchaser, enter into,
materially modify or terminate any Service Contracts or materially modify or terminate any Service Contracts without
Purchaser's written consent (which consent may not be unreasonably withheld, conditioned or delayed prior to the N
expiration of the Feasibility Contingency Period and delivery of the Additional Earnest Money Deposit, but which
consent may be withheld in Purchaser's sole discretion after expiration of the Feasibility Contingency Period).
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7.4. Leases. Seller shall not enter into leases of space in the Property,which is currently vacant, Q
extend or renew any existing leases of space in the Property, or grant existing tenants any right or option to expand,
contract, renew, extend or terminate any existing leases of space in the Property or otherwise modify any existing M
lease of space in the Property except as specifically set forth in this Agreement. U
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8. Casual . If a fire,flood,earthquake,windstorm or other casualty(a"Casualty")occurs and affects
the Property,or a portion thereof,prior to the Closing Date so that the Property is no longer suitable for Purchaser's
intended use, then Purchaser shall have the right, by written notice given to Seller within twenty (20) days of 2
Purchaser's receipt of the notice of Casualty,to terminate this Agreement, in which event the entire Earnest Money a
Deposit (whether deemed refundable or non-refundable) shall be immediately returned to Purchaser, and this
Agreement shall be of no further force and effect,and thereafter,no party shall have any further rights or obligations r
under this Agreement,except those provisions that expressly survive termination. Seller shall fully inform Purchaser c
as to the occurrence of any such event and the expected insurance proceeds payable. Seller shall also take such prompt
action to restore damage and to prevent further damage as a reasonably prudent owner would undertake to the extent o
insurance proceeds are available therefor. If Purchaser does not timely terminate this Agreement, then Seller shall
assign to Purchaser its claims to all insurance proceeds,including the sole right to settle or approve the settlement of >
any insurance claim, and the Purchase Price shall be reduced by the amount of any deductible and by the amount of
any proceeds paid to Seller that are not used for repair and restoration of the Property in a manner approved byU.
Purchaser. At the request of Purchaser, Seller shall make a notice of claim to Seller's insurer prior to Closing. ci
Purchaser shall have twenty(20)days after notice of the event to notify Seller as to whether Purchaser elects to proceed
with Closing. During such twenty(20)day period,Seller shall cooperate and use its best efforts to provide Purchaser
with all information reasonably necessary to evaluate the loss. z
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3.A.b
9. Condemnation. In the event of any commenced,to be commenced or consummated proceedings LL
in eminent domain or condemnation(collectively"Condemnation")by a governmental entity other than Purchaser p
and respecting the Property or any portion thereof on or after the Effective Date and prior to the Closing Date,then, w
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within twenty(20)days from receipt of a notice from Seller,Purchaser may elect,in its sole discretion,to terminate Q
this Agreement by written notice to Seller. If Purchaser elects to terminate this Agreement,the entire Earnest Money =
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Deposit (whether deemed refundable or non-refundable) shall be immediately returned to Purchaser, and this W
Agreement shall be of no further force and effect,and thereafter,no party shall have any further rights or obligations a
under this Agreement,except those provisions that expressly survive termination. If Purchaser elects not to terminate
00
this Agreement or fails to respond within said twenty (20)-day time period, then this Agreement shall continue in M
effect. There shall be no reduction in the Purchase Price,and Seller shall,prior to the Closing Date,assign to Purchaser
its entire right, title and interest in and to any condemnation award or settlement made or to be made in connection
with such Condemnation proceeding. Purchaser shall have the right at all times to participate in all negotiations and w
dealings with the condemning authority and approve or disapprove any proposed settlement in respect to the pp
Condemnation. o
10. Conditions to Purchaser's Obligation to Close. The obligation of Purchaser to close hereunder
shall be subject to the satisfaction of the following conditions(all or any of which may be waived,in whole or in part
by Purchaser in writing):
10.1. Representations and Warranties True at Closing. The representations and warranties made
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by Seller in this Agreement shall be true in all material respects as of Closing with the same force and effect as though `o
such representations and warranties had been made or given on and as of the date of Closing.
10.2. Compliance with Agreement. Seller shall have performed and complied with all of its
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obligations under this Agreement which are to be performed or complied with by it prior to or at Closing.
11. Closing.
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11.1. Closing Date. Closing of the transaction under this Agreement shall occur thirty(30)days N
from and after the date the Kent City Council approves purchase of the Property and the terms of this Agreement(the
"Closing Date");provided,however,that if the closing of the transaction has not occurred on or before December 31,
2024,Seller shall have the right to terminate this Agreement upon written notice to Purchaser.The parties may select
an alternative Closing Date upon written agreement. Q
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11.2. Delivery at Closing by Seller. On or prior to the Closing Date, Seller shall deposit in N
Escrow with the Escrow Agent all instruments and monies necessary to complete the sale in accordance with this Cn
Agreement,including,but not limited to:
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11.2.1. a Statutory Warranty Deed to Purchaser, signed by Seller, in recordable form
containing the legal description of the Property in such form as will convey the title to the Property to Purchaser,free i
and clear of all liens, encumbrances, conditions, easements, assignments, and restrictions, except for the Permitted a
Exceptions(the"Deed");
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11.2.2. an affidavit stating that as of the Closing Date, there are no outstanding, o
unsatisfied judgments,tax liens,or bankruptcies against or involving Seller or the Property,that there have been no N
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labor or materials furnished to the Property for which mechanic's or other liens could be filed, and that there are no 0
unrecorded leases,contracts,easements,or other unrecorded interests of any kind related to the Property which Seller
has not fully disclosed to Purchaser in writing;and >
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11.2.3. a certificate signed by Seller certifying that it is not a foreign person for purposes ii
of the Foreign Investment in Real Property Tax Act("FIRPTA"), as revised by the Deficit Reduction Act of 1984, N
which certificate shall include Seller's taxpayer identification number and address, or (ii)a withholding certificate
from the Internal Revenue Service to the effect that Seller is exempt from withholding tax on the Purchase Price under
FIRPTA. z
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3.A.b
11.2.4. Such other affidavits, documents and certificates as may be customarily and LL
reasonably required by the Escrow Agent in order to effectuate the transaction contemplated. O
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11.3. Delivery at Closing by Purchaser. On or prior to the Closing Date,Purchaser shall deposit Q
in Escrow with the Escrow Agent all instruments and monies necessary to complete the sale in accordance with this =
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Agreement.
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11.4. Closing. When used herein, "Closing" shall mean the date the Deed from Seller to
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Purchaser is recorded,the Purchase Price(adjusted for credits and debits to Seller's account made in accordance with
this Agreement)has been released by the Escrow Agent to Seller and all actions have been completed as necessary
for the Title Company to deliver the Title Policy to the Purchaser in the normal course of the Title Company's business.
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11.5. Proration of Taxes and Utilities. Taxes for the current year,and water gas, sewer,electric m
and other utilities serving the Property, and amounts payable under any service contracts, annual permits and/or $
inspection fees shall be prorated as of the Closing Date on the basis of the actual days of the month in which the
Closing Date occurs. All final special assessments, deferred taxes or penalties that are levied at or prior to Closing
shall be paid in full by Seller. E
11.6. Escrow Instructions. Each of the Parties may provide Escrow Agent with additional
closing instructions, provided that such instructions do not contradict the terms of this Agreement. In absence of
and/or in addition to any such instructions,the provisions of this Agreement are intended by Seller and Purchaser to 0
constitute their joint closing instructions to Escrow Agent. >%
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11.7. Closing Costs.
11.7.1. Seller Costs. Seller shall pay the premium for the Title Policy, all State of M
Washington real estate transfer or excise taxes on the conveyance and one-half of the Escrow Agent's fees. 0)
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11.7.2. Purchaser Costs. Purchaser shall pay the cost of recording the Deed,any premium
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associated with an extended policy or additional endorsements to the Title Policy,and one-half of the Escrow Agent's
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fees. E
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11.7.3. Miscellaneous Costs. Any other costs or expenses incident to this transaction and Q
the closing thereof not expressly provided for above shall be allocated between and paid by the parties in accordance
with custom and practice in the county in which the Property is located. N
12. Default and Remedies.
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12.1. Seller Default. If Seller shall be in default of any of its obligations hereunder and such
default shall not have been cured within ten (10) days after written notice thereof to Seller,then Purchaser shall be i
entitled, as its sole and exclusive remedy, to one of the following: (i) terminate this Agreement and the Escrow, in 3
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which case Purchaser shall be entitled to the immediate return of the entire Earnest Money Deposit;(ii)to seek specific
performance of this Agreement, provided that the action for specific performance must be initiated in a court of
competent jurisdiction within forty-five(45)days of Seller's failure to timely cure the default,and provided that the o
foregoing shall not limit any rights of Purchaser to be indemnified by Seller or to receive attorneys' fees and costs as
provided in this Agreement with respect to the breach by Seller of any express obligation to indemnify Purchaser
expressed in this Agreement,regardless of whether occurring before or after Closing; or(iii) close Escrow,thereby a)
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waiving any default. >
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12.2. Purchaser Default. In the event Purchaser is in default of this Agreement(which may occur ii
only after such default shall not have been cured within ten (10) days after notice thereof to Purchaser), the entire N
Earnest Money Deposit shall be forfeited to the Seller as the sole and exclusive remedy available to the Seller for such
default by Purchaser. Seller expressly waives its right to recover damages or to seek specific performance.
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Initials: DR
Purchaser Seller �9
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12.3. Attorneys' Fees. In the event Seller or Purchaser shall bring any suit or action to enforce w
this Agreement or any term or provision hereof,the substantially prevailing party shall be entitled to a reasonable sum co
as attorneys'fees and all costs and expenses incurred in connection with such suit or action including those on appeal. _
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12.4. No Consequential Damages. UNDER NO CIRCUMSTANCES WILL ANY PARTY OR a
ITS AFFILIATES BE LIABLE TO ANY OTHER PARTY OR ITS AFFILIATES UNDER OR PURSUANT TO
THIS AGREEMENT FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR M
CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS,
LOSS OF BUSINESS OR USE OF PROPERTY, OR COST OF CAPITAL, WHETHER IN AN ACTION FOR
CONTRACT OR TORT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OR
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EXISTENCE OF SUCH DAMAGES. w
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13. Reconciliation.
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13.1. Reconciliation. Seller shall prepare and deliver to Purchaser,not later than forty-five(45)
days following Closing,a reconciliation statement(the"Reconciliation"),which shall(i)show the calculation of the
actual common area maintenance expenses, operating expenses and all other expenses of the Property (including w
insurance premiums and property taxes and assessments and excluding non-property related administration and
management expenses) (collectively,the"Expenses")that are due and payable as of Closing, if any. The Expenses 0
shall be prorated between the Parties with Purchaser being responsible for all Expenses accruing on or after Closing, 0,
including Expenses paid by Seller in advance prior to Closing,if any.Purchaser shall be entitled to all reimbursements M
of Expenses accruing on or after Closing.
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13.2. Payment. To the extent one party receives an amount due the other party pursuant to the
Reconciliation,the receiving party shall promptly remit such amount received to the other party.
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13.3. Survival. The obligations hereunder shall survive Closing.
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14. Miscellaneous. aa)
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14.1. Governing Law, Jurisdiction, and Venue. This Agreement shall be construed and
interpreted in accordance with and shall be governed and enforced in all respects according to the laws of the State of Q
Washington. Any dispute arising under,in connection with,or incident to this Agreement or about its interpretation m
will be resolved exclusively in the state or federal courts in the county where the Property is located. Each of the N
parties irrevocably submits to those courts'venue and jurisdiction for such disputes.
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14.2. Oral Agreements and Representations. There are no oral or other agreements, including N
but not limited to any representations or warranties,which modify or affect this Agreement. Seller shall not be bound
by,nor liable for,any warranties or other representations made by any other person,partnership,corporation or other
entity unless such representations are set forth in a written instrument duly executed by Seller. Purchaser a
acknowledges to Seller that in entering into this Agreement,Purchaser is not relying on any warranties except those a)
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expressly set forth herein.
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14.3. Survival:Nonmerger. The representations,warranties, covenants and indemnities of this o
Agreement shall survive Closing or earlier termination of this Agreement,and shall not merge into the Deed. y
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14.4. No Brokers. Seller and Purchaser each represent to the other that neither party has(i)dealt
with any other real estate broker or(ii)is represented by a real estate broker in connection with the negotiations leading c
to this Agreement, except for Will Frame, Andy Miller and Drew Frame of Kidder Mathews, representing Seller. N
Seller agrees to indemnify and hold Purchaser harmless from and against the claims of all other brokers or
intermediaries claiming to have had any dealing, negotiations or consultations with Seller in connection with this
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Agreement or the sale or lease of the Property. E
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3.A.b
14.5. Notices. All notices required or permitted to be given hereunder shall be in writing and LL
shall be deemed given: (a)when personally delivered;(b)when delivered by private courier service(such as Federal p
Express); or(c)three(3)days after being deposited in the United States mail in registered or certified form,postage LU
prepaid,return receipt requested,addressed as follows: Q
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If to Seller: Boeing Employees' Credit Union
Attn:Facilities a
12770 Gateway Dr.
Tukwila,WA 98168 M
Telephone:206-812-5118
Email: andy.reiswig@becu.org
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with copy to: Summit Law Group,PLLC M
315 Fifth Ave. S,Suite 1000
Seattle,WA 98104
Attention: Kyle Branum,Ada Danelo
Email:kyleb@summitlaw.com;adad@summitlaw.com
If to Purchaser: City of Kent w
Attn:Arthur"Pat"Fitzpatrick,Chief Administrative Officer
220 Fourth Avenue South L
Kent,WA 98032
Telephone:253-856-5781
Email:PFitzpatrick@kentwa.gov
14.6. Enforcement. The failure of either party to insist upon or enforce strict performance by the
other party of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as
a waiver or relinquishment to any extent of such party's right to assert or rely upon any such provision in any other
instance;rather,the same shall remain in full force and effect. M
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14.7. No Waiver. No waiver of any right under this Agreement shall be effective unless E
contained in a writing signed by a duly authorized officer or representative of the party sought to be charged with the
waiver and no waiver of any right arising from any breach or failure to perform shall be deemed to be a waiver of any
future right or of any other right arising under this Agreement. Q
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14.8. BindingNture. All rights and obligations arising out of this Agreement shall inure to the N
benefit of and be binding upon the respective successors,heirs,assigns,tenants,administrators,executors,and marital r-
communities, if any, of the parties hereto. This document shall not bind either party unless it has been properly d
authorized,executed and delivered by Purchaser and Seller. M
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14.9. Execution. This Agreement shall not be binding or effective until fully executed and
delivered by Seller and Purchaser. a
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14.10. Confidentiality. Purchaser agrees to maintain the terms of this Agreement, including, —
without limitation, any information relating to Seller's finances or operations, in confidence except to the limited c
extent such disclosures are(a)required by law,(b)made in confidence to Purchaser's attorneys,(c)made in connection o
with any legal proceeding brought to interpret or enforce this Agreement, (d) already a matter of public record, or
(e)requested or agreed to in writing by Seller. >
14.11. Time. Time is of the essence of this Agreement. Unless otherwise specified in this
Agreement, any period of time measured in days in this Agreement shall start on the day following the event N
commencing the period and shall expire at 9:00 p.m.PST of the last calendar day of the specified time period. If the
last day is a Saturday, Sunday or legal holiday,as defined in RCW 1.16.050,the specified period of time shall expire
on the next day that is not a Saturday, Sunday or legal holiday. Any specified period of five(5)days or less shall not z
include Saturdays, Sundays or legal holidays. "Business day"means any day that is not a Saturday, Sunday,or legal M
holiday.
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14.12. Entire Agreement; Amendment. This Agreement sets forth the entire agreement of the LL
parties as to the subject matter hereof and supersedes all prior discussions and understandings between them. This 0
Agreement may not be amended or rescinded in any manner except by instrument in writing signed by a duly LU
authorized officer or representative of each party hereto. Q
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14.13. Severability. Should any of the provisions of this Agreement be found to be invalid,illegal
or unenforceable by any court of competent jurisdiction, such provision shall be stricken and the remainder of this (L
Agreement shall nonetheless remain in full force and effect unless striking such provision shall materially alter the
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intention of the parties. M
14.14. Holidays. Should the last day for giving any notice, or taking any action, required or
permitted under this Agreement,fall on a Saturday, Sunday or legal holiday,the last day shall be postponed until the w
next day when Escrow Agent is open for regular business. m
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14.15. Captions. The captions and section headings hereof are inserted for convenience purposes
only and shall not be deemed to limit or expand the meaning of any section.
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14.16. Invalidity. If any provisions of this Agreement shall be invalid,void,or illegal, it shall in N
no way effect,impair,or invalidate any of the other provisions hereof.
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14.17. Recording. Purchaser may not record a memorandum of this Agreement. o
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14.18. Counterparts. This Agreement may be executed in counterparts,which shall be treated as
originals for all intents and purposes, and all so executed shall constitute on agreement,binding on all of the parties t
hereto, notwithstanding that all the parties are not signatory to the original or the same counterpart. Any such
counterpart shall be admissible into evidence as an original hereof against the person who executed it.
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14.19. Effective Date. The effective date of this Agreement shall be the last date written below. 0)
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14.20. Knowledge. As used in this Agreement, or in any other agreement, document, certificate
or instrument delivered by Seller to Purchaser, the phrase "to Seller's actual knowledge", "to the best of Seller's E
knowledge"or any similar phrase shall mean the actual,not constructive or imputed,knowledge of Gregg Kats, SVP i
Administration&Servicing,without investigation. Q
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14.21. Exhibits. The Exhibits hereto are incorporated into and made an express part of this iM
Agreement.
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14.22. Further Acts. The Parties shall execute and deliver such further instruments and d
documents,and take such other further actions,as may be reasonably necessary to carry out the intent and provisions t
of this Agreement. i
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SELLER: PURCHASER: m
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BOEING EMPLOYEES' CREDIT UNION, CITY OF KENT, 0
a Washington state credit union a Washington municipal corporation
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By:
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Name: Name: Dana Ralph
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Title: Title: Mayor E
Date: Date: 10/03/2024
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EXHIBIT A
LEGAL DESCRIPTION O
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My 2-,21)3Z urrdei R.ee onlrr4 Nrrnner 2o01-.7A9 (G3,M Khg O=ty,W at"rM]on. cal°
Parcel 19:
Thme rKrH aodusW eaeriertE esMWed b) Iniff r wd ennned 'Cornnxi area Ccc!t NWrg , rern arms W
EaemM Cso,aerarm,Undttlor',s and ReshlotlonsTwCerM olrt Cumara:E mart-n3xrded under FLmwdra Nundaer m
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EXHIBIT A—PAGE 1
Packet Pg. 28
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EXHIBIT A-1 LL
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EXHIBIT B
DUE DILIGENCE DOCUMENTS O
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1. Copies of the Service Contracts,easements,contracts,agreements and recorded documents affecting the Property Q
to Seller's actual knowledge; [Note: BECU intends to terminate all service contracts as of closing;any recorded 0
documents will be provided with the title report.]
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2. Copies of available geotechnical engineering reports; [Note:BECU has none in our files]
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3. Copies of available Phase I and/or Phase II or other environmental reports; [Note: BECU has none in our files]
4. Operating information of the Property, and any documents in Seller's possession relating to the environmental
condition of the property, all recorded documents and agreements affecting the Property, and the prior title w
policies and reports on the Property which are in the possession of Seller;and [Note:Relevant items in BECU's m
possession under this category were already shared with the City during the pre-diligence period.] °
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5. Copies of all surveys, building plans and specifications, engineering reports, warranties and similar reports
including,without limitation, construction,roof, equipment, and other warranties, and similar documents in the E
possession of Seller. [Note: Relevant items in BECU's possession under this category were already shared with w
the City during the pre-diligence period.]
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EXHIBIT B—PAGE 1
Packet Pg. 30
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EXHIBIT C
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BILL OF SALE UJ
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BOEING EMPLOYEES'CREDIT UNION,a Washington state credit union(hereinafter referred to as Q
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"Transferor"),does hereby transfer,in exchange for$1 and other good and valuable consideration,effective 0
as of[ ],2024(the"Effective Date")all Transferor's right,title,and interest to the CITY OF
KENT, a Washington municipal corporation(hereinafter referred to as"Transferee"),in and to the personal a
property owned by Transferor and located at the real property at located at 20610 68th Avenue South,Kent, co
WA 98032 consisting of tax parcel number 012204-9021.
Transferor hereby transfers all rights and interest of Transferor in the Assets to Transferee,and Transferee
assumes all rights,obligations,and interests to the Assets.The Assets conveyed to Transferee pursuant to this w
Bill of Sale are conveyed AS IS,WHERE IS,WITH ALL DEFECTS.Transferee has inspected the Assets to 00
Transferee's satisfaction and confirms that no guarantees or warranties were expressed or implied by 0
Transferor regarding the condition,quality or fitness for any purpose of the Assets.Transferor makes no
representation or warranty with respect to the condition or fitness of the Assets to be sold hereunder or for a
particular purpose,the merchantability thereof,nor shall any such warranty be implied or arise by operation
of law.Further,Transferee assumes all responsibility for and risk related to the Assets as of the Effective
Date.Transferee has duly authorized the receipt of the Assets.
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This Bill of Sale and the obligations of the parties hereunder shall be binding upon and inure to the benefit of 2
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the parties hereto,their respective legal representatives,successors and assigns,and shall be governed by and 0,
construed in accordance with the laws of the State of Washington. 0
This Bill of Sale is the complete agreement between the parties hereto concerning the subject matter of this
Bill of Sale and replaces any prior oral or written communications between the parties.There are no
conditions,understandings,agreements,representations or warranties(express or implied)which are not
specified herein.This Bill of Sale may be signed in one or more counterparts,each of which shall be an
original for all purposes but all of which taken together shall constitute only one instrument.
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IN WITNESS WHEREOF,the foregoing Bill of Sale is dated effective as of the date and year first written
above.
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TRANSFEROR: TRANSFEREE: i
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BOEING EMPLOYEES'CREDIT UNION, CITY OF KENT,
a Washington state credit union a Washington municipal corporation N
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By: By:
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EXHIBIT C—PAGE 1
Packet Pg. 31