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HomeMy WebLinkAboutCAG2024-252 - Other - #1 to Escrow Holdback Agreement-Fidelity National - Administrative Services Building-3/7/25 FOR CITY OF KENT OFFICIAL USE ONLY Sup/Mgr: Agreement Routing Form DirAsst: For Approvals,Signatures and Records Management Dir/Dep: • B $L KENT This form combines&replaces the Request for Mayor's Signature and Contract Cover (optional) W A S H I N G T O N Sheet forms. (Print on pink or cherry colored paper) Originator: Department: KateLynn Jennings for Brian Levenhagen Administration Date Sent: Date Required: > 2/25/2025 3/4/2025 O Q Mayor or Designee to Sign. Date of Council Approval: Q Q Interlocal Agreement Uploaded to Website N/A Budget Account Number: Grant? Yes NOW] F20115.66100.9419 Budget?W]Yes EINo Type: N/A Vendor Name: W1 Category: Fidelity National for BECU Contract Vendor Number: Sub-Category: 2539571 Amendment O Project Name: Municipal Building Purchase-1 st Amendment to Escrow Holdback Agreement cProject Details: 1 st Amendment to Escrow Holdback Agreement c c Basis for Selection of Contractor: Agreement Amount N/A Other E *Memo to Mayor must be attached 3- Start Date: Upon Signature Termination Date: 6/30/2025 Q Local Business? Yes Who*If meets requirements per KCC3.70.100,please complete"VendorPurchose-Locol Exceptions"form onCityspace. Business License Verification: ❑Yes In-ProcessD Exempt(KCC 5.01.045) W1 Authorized Signer Verified Notice required prior to disclosure? Contract Number: E]YesW1No "�""'`'� `"—'� CAG2024-252 Comments- OK to sign,TW, 3/5/25. 3 Vf O O 3 � a, a, cc Date Received:City Attorney: 2/26/25 Date Routed:Mayor's Office City Clerk's Office adccW22373_1_20 Visit Documents.KentWA.gov to obtain copies of all agreements rev.20221201 First Amendment to Escrow Holdback Agreement This FIRST AMENDMENT TO ESCROW HOLDBACK AGREEMENT("Agreement"), dated as of February 28, 2025, is by and between City of Kent, a Washington municipal corporation ("Purchaser'), Boeing Employees' Credit Union, a Washington state credit union ("Seller"), and Fidelity National Title Company of Washington, Inc., a Washington corporation ("Escrow Agent"). RECITALS A. Purchaser and Seller are parties to a November 7, 2024, Escrow Holdback Agreement through which they established a holdback account (the "Holdback Account") with Escrow Agent at the Closing to cover certain costs that Purchaser may incur in connection with its actual costs to dispose of any FFE that is surplus to Purchaser's needs. B. The Seller has agreed to provide the Purchaser with an additional 90 days within which to perform as provided for by the Escrow Holdback Agreement. This First Amendment formally implements that performance extension. NOW, THEREFORE, the parties hereby agree as follows: AGREEMENT 1. Section 4, "Release of Holdback Funds" - Amended. Section 4 of the Escrow Holdback Agreement is amended as follows: 4. Release of Holdback Funds. The Holdback Funds shall be released to Purchaser and/or Seller in accordance with this Section 4: (a) Release to Purchaser. Purchaser may, from time to time, submit a claim for reimbursement (each a"Reimbursement Claim") for costs it has incurred to remove FFE from the Property (the "Claimed Costs"). Each Reimbursement Claim shall be submitted in writing to Seller and Escrow Agent and include documentation supporting the Claimed Costs such as reasonably detailed invoices or billing statements. Seller shall have ten (10) business days following Purchaser's delivery to Seller of a Reimbursement Claim to object to any Claimed Costs by providing written notice of such objection to Purchaser and Escrow Agent and the basis for Seller's objection. Any dispute regarding whether Purchaser is entitled to any Holdback Funds shall be resolved in accordance with the procedure stated in Section 5 below. Escrow Agent shall, unless receiving timely written objection from Seller, promptly disburse the undisputed Claimed Costs to Purchaser. In no event shall any disbursement of any Holdback Funds be made to Purchaser unless Seller has been provided written notice of a Reimbursement Claim and until Seller has approved such Reimbursement Claim or Seller's response period for such Reimbursement Claim has expired. 1 (b) Release to Seller. Purchaser shall have through June 30,2025 N-w-e z, �to submit Reimbusement Claims to Escrow Agent for its Claimed Costs in relation to the removal of FFE from the Property. Purchaser shall notify Seller and Escrow Agent in writing when it has submitted its last Reimbursement Claim for Claimed Costs. Upon receiving such notice, Escrow Agent shall release to Seller any Holdback Funds remaining in the Holdback Account. However, any Reimbusement Claims submitted after June 30, 2025 afeh 31, 2 shall not be reimbursed from the Holdback Funds. (c) Remedial Work Costs in Excess of Holdback Funds. In the event that all Holdback Funds are disbursed to Purchaser in accordance with this Section 4, Purchaser shall be solely responsible for payment of any additional costs incurred in connection with the removal of FFE, and Seller shall have no further liability or obligations to make additional payments under this Agreement. 2. Section 9, "Escrow Agent's Administration of Holdback Funds" - Amended. Section 9 of the Escrow Holdback Agreement is amended as follows: 9. Escrow Agent's Administration of Holdback Funds. Should Escrow Agent advise Purchaser and Seller that it is unable or unwilling to administer the Hold Back Account through June 30, 2025 � Ek--rTT , Seller agrees to reimburse Purchaser within fifteen (15) days of receipt of an invoice documenting Purchaser's actual costs for removal of FFE from the Property. 3. Section 21, "Termination" - Amended. Section 21 of the Escrow Holdback Agreement is amended as follows: 21. Termination. This Agreement shall terminate upon the earlier of complete disbursement of the entire Holdback Funds pursuant to Section 4 above, or June 30, 2025 MafEh 3 1, . Notwithstanding anything herein to the contrary, in the event there are any Holdback Funds remaining in the Holdback Account on June 30, 2025 M f eh 31, 1 Escrow Agent shall release those funds to Seller, and the parties shall have no further rights or obligations under this Agreement. [Signatures follow] 2 PURCHASER'S SIGNATURE PAGE TO FIRST AMENDMENT TO ESCROW HOLDBACK AGREEMENT IN WITNESS WHEREOF, Purchaser has executed this Agreement as of the date first above written. PURCHASER: City of Kent, a Washington municipal corporation Name: Dana Ralph Title: Mayor 3 SELLER'S SIGNATURE PAGE TO FIRST AMENDMENT TO ESCROW HOLDBACK AGREEMENT IN WITNESS WHEREOF, Seller has executed this Agreement as of the date first above written. SELLER: Boeing Employees' Credit Union, a Washington state credit union Ceara Kates By• rrago K�FPh 7 r 71175 17.11 PCT) Name: Gregg Kats Title: SVP Administration & Servicing 4 ESCROW AGENT'S SIGNATURE PAGE TO FIRST AMENDMENT TO ESCROW HOLDBACK AGREEMENT IN WITNESS WHEREOF, Escrow Agent has executed this Agreement as of the date first above written. ESCROW AGENT: Fidelity National Title Company of Washington A Washington corporation By: Name: Title: 5 Signature: Brian Le/GthIgL(Feb 25,2025Y6:47 PST) Email: bjlevenhagen@kentwa.gov ADM-Municipal Building Purchase Escrow Holdback AMD1 Final Audit Report 2025-02-26 Created: 2025-02-26 By: KateLynn Jennings(kjennings@kentwa.gov) Status: Signed Transaction ID: CBJCHBCAABAAz4F_hErwyGkadghZpEoevg6J6axoCwUE "ADM-Municipal Building Purchase Escrow Holdback AMD1 " His tory E Document created by KateLynn Jennings (kjennings@kentwa.gov) 2025-02-26-0:10:32 AM GMT Document emailed to Brian Levenhagen (bjlevenhagen@kentwa.gov)for signature 2025-02-26-0:14:12 AM GMT E Email viewed by Brian Levenhagen (bjlevenhagen@kentwa.gov) 2025-02-26-0:46:31 AM GMT Document e-signed by Brian Levenhagen (bjlevenhagen@kentwa.gov) Signature Date:2025-02-26-0:47:13 AM GMT-Time Source:server Document emailed to Gregg Kats (gregg.kats@becu.org)for signature 2025-02-26-0:47:14 AM GMT Email viewed by Gregg Kats (gregg.kats@becu.org) 2025-02-26-1:11:18 AM GMT Document e-signed by Gregg Kats (gregg.kats@becu.org) Signature Date:2025-02-26-1:11:51 AM GMT-Time Source:server © Agreement completed. 2025-02-26-1:11:51 AM GMT Q Adobe Acrobat Sign