HomeMy WebLinkAbout1664RESOLUTION NO. I b 6 L(
A RESOLUTION of the C1ty Council of the City of
Kent, Washington, declaring approximately 18.2 acres of
City owned property in downtown Kent, generally known as
the "Kent Station" property, to be surplus to the City's
needs, and authorizing the Mayor to enter into a purchase
and sale agreement to sell, in one or more phases, the
"Kent Station" property to Kent Station, L.L C., a
Washington L1mited L1ability Company.
RECITALS
1. By 2001, the C1ty negotiated the purchase of approximately 19.92 acres
of land bounded on the north by West James Street, on the south by West Sm1th Street,
on the west by North Fourth Avenue, and on the east by First Avenue North, 1n the C1ty
of Kent.
2. The primary owner of this property was the Borden Company, which used
the site for a chemical plant. This chemical plant was an incompatible use under Kent's
zoning regulations, and as such, was inconsistent with existing pubhc and pnvate uses in
Kent's downtown core.
3. The Borden Company, although a wi111ng seller, was at that time operating
a successful and profitable manufacturing plant on this site, so it was ne1ther motivated
to sell this property nor to move 1ts business operations to another location. As a result,
the City paid a Significant price for eliminating the manufacturing use from Kent's
downtown as well as for the land, consistent with an independent appraisal obtained by
the City, with an average price per square foot of $16.58. At that time, the Council had
also obtained a $9,000,000 loan agreement with King County in order to fund the
purchase, in part. This King County loan provided the City with low cost financing and
sigmficant flexibility in its ability to acquire the Borden property.
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Sale Authorization
4 The City Council authorized the purchase of the Borden property on
December 12, 2000, pursuant to its Resolution No. 1581A. The C1ty Council authorized
the purchase of this property in order to provide additional public amenities, encourage
pnvate investment, and generally revitalize and consolidate the City's downtown core.
This large chemical plant was inconsistent with the Council's vision for its downtown.
Adjacent to the site's western boundary, King County had just completed its Regional
Justice Center, which would become the first new County Supenor Courthouse to be
built outside downtown Seattle, and which was intended to handle a significant portion of
the cases filed in King County. Additionally, the new Sound Transit commuter rail station
had just been located east of and adjacent to the site. Along with the stat1on, Sound
Transit was also constructing a multi-storied parking structure. Further, Kent's h1stonc
downtown center, which is located adjacent to and directly south of the Kent Station site,
had ceased to operate as the retail and office hub of the City. Instead, downtown
businesses closed and activity from business, retail, and commercial customers dropped
dramatically.
5. Even though Kent's downtown faced dramatic challenges, the City of
Kent had JUSt experienced a period of dramatic growth and success. Its manufactunng
district on the Green River Valley floor constituted a vital and successful employment
center. Construction of new homes had skyrocketed on the east and west hills of Kent
surrounding the valley floor. Housing prices had increased, and Kent's population since
1990 had more than doubled from approximately 42,000 to its current level of
approximately 84,000 people.
6. The City Council determined that the City was in need of a commumty
focal point and that the focal point should remain in historical downtown Kent as it had
for over 100 years. The Kent Station property, then, presented an extraordmary
opportunity to transform downtown Kent into a more vital and active urban center. The
Council believed that, if successful, new development within the Kent Stat1on property
would provide additional public services and amenities, would increase pedestnan
activity throughout its downtown area, and would improve the v1tality of the C1ty as a
whole. Both directly and indirectly, renovation of the Kent Station property would
improve public safety in the downtown retail core, increase tax revenues throughout
downtown, provide additional hous1ng, create jobs, provide public spaces, and enhance
other City investments and assets.
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7 The City Council envisioned a number of potential public purposes and
public facilities that would also serve these goals, including a cultural arts center (to be
located adjacent to, or on the site), a public safety building, roads, parks and open
spaces, and public parking areas.
8. Upon completion of its purchase of the Kent Station property, the City
Council considered its 1995 Kent Comprehensive Plan and its 1998 Downtown Strategic
Action Plan. It also conducted a 1999-2000 Commuter Rail Station Area Study, which
focused heavily on the Kent Station property. Taking all of these plans and studies into
account, the City Council then commenced a visioning process for the Kent Station site.
9. The City of Kent issued requests for qualifications that were then followed
by requests for proposals, open to the local and national development community, to
select a developer to whom the City could sell certain property or property rights in
excess of the needs of the City and with whom the City could integrate public and private
ownership and uses to meet the vision established by the City of Kent.
10. Approximately nine (9) developers expressed an interest 1n the project,
and at the conclusion of the proposal and interview process, the City selected Langly
Properties and Tarragon L.L.C., who had jointly formed a partnership known as Kent
Station, L.L.C.
11. The City of Kent, in consultation with Kent Station, L.L.C., then
commenced a process to develop a Planned Action Ordmance, as authonzed by state
law, that more specifically detailed the vanous uses, heights, and densities 1n the City
Council's revitalized downtown vision. To that end, the City held numerous public
meetings to receive input on the appropriate vision for the Kent Station property, and
undertook an extensive Environmental Impact Statement process, which considered
three (3) different alternatives for the site. At the conclusion of the environmental review
process, the City selected a preferred alternative for the site, which could bnefly be
described as a pedestrian-oriented, m1xed-use, urban village, combining public and
pnvate spaces, roadways, and uses. The City then developed and implemented its
Planned Action Ordinance, consistent with the visioning process and the outcome of 1ts
environmental review process.
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12. Regional economics in the years preceding this point in the City's
deciSion-making process had evidenced remarkable growth. The country as a whole,
and 1n particular the Greater Puget Sound region with its technology-based business
climate, experienced a tremendous boom with dramatic growth in business revenues
and individual incomes. The C1ty of Kent, similarly, and its employment center 1n the
Green River Valley, also enjoyed the benefits and revenues that flowed from this
dramatically active economy. By all accounts, it appeared that an active market of
developers and attendant retailers and other businesses existed to fulfill the City's v1s1on
for this site.
13. Unfortunately, as is now well recognized, the economic boom of the late
1990's turned into an economic bust, particularly in the technology-sensitive Northwest
region. Business revenues tumbled and businesses disappeared. Unemployment
increased, and retail and commercial activity slowed. Recession gripped the country,
and the once rosy development potential for the Kent Station site began to falter.
14. Despite the economic challenges, Kent Station, L.L.C. moved forward in
its pursuit of the shared vision and marketed the project to various retailers, cinema
chains, grocery stores, bookstores, restaurants, and commercial and professional off1ce
users, seeking to negotiate letters of intent to occupy the site in staged phases of
development.
15. A second blow to the economy occurred on September 11, 2001, with the
terrorist attack on the World Trade Center in New York City. A rough local economy
turned even worse, particularly in the severely hit airline sector, which resulted 1n
massive layoffs for the aerospace industry, traditionally a key employer 1n the Puget
Sound region. Kent Station, L.L.C., as our selected developer of the Kent Station site,
began to experience difficulty finding and keeping potential business users for the Kent
Station site. The market for this type of dramatic new development began to deteriorate.
16. The City faced more difficult economic challenges as well. In September,
2000, the City asked 1ts electorate to approve a bond to construct a cultural arts center
on the site. The bond was resoundingly rejected by an over 65% majority. The voters'
clear Indication that they would not support additional bonded indebtedness for new
public facilities also cast serious doubt on the likelihood of passing a bond to construct a
4 Kent Station Property-
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new public safety buildmg. To make the Situation more difficult, businesses continued to
close m downtown. Between 2000 and 2002, twenty-four businesses closed their doors.
City government fared no better. Through attrition and thirty-two layoffs, the Mayor
reduced City staff by 101 full-time employees. At the same time, the City, wh1ch pays
more than 90% of its employee health care benefit coverage, saw its health care costs
more than double.
17. In addition, statewide voter-approved initiatives, such as 1-747 and 1-776,
took substantial cuts from the City's property tax and licensing revenues, and
legislatively approved sales tax exemptions for manufacturing interests sliced the City's
sales tax revenues. Because of these statewide legislative factors, the City's sales tax
revenue, which had been on the rise at least since the early 1990's, began a dramatic
reversal commencing in 2001, which continues to this date. Also as of this date,
property tax revenues are down 11.9%. Impacts of 1-776 will further reduce the City's
budget by approximately $800,000 per year. Moreover, although the City urged the
State Legislature to do so, the legislature failed to pass a tax increment financing bill that
would have provided valuable financing to implement the City's Kent Station vision. All
of these impacts forced the City to eliminate or dramatically reduce the capital projects it
once hoped to construct, and they dimimshed public development opportunities for the
Kent Station site.
18. The City of Kent, however, still intent on fulfilling its vision for the s1te,
commenced infrastructure improvements on the property, widening and improving
portions of First and Fourth Avenues, and constructing a new street through the
property, Ramsay Way, which was intended to act as a link to connect the City's historic
downtown commercial district via Second Avenue to the new Sounder Ra11 Station and
the Kmg County Regional Justice Center.
19 Kent Station, L.L.C. also continued on its path to develop the plan and
vision established in the Planned Action Ordinance and shared with the City Council
Kent Station, L.L.C. applied for, and in January 2003, obtained a Master Planned
Development permit, which was a combined subdivision plat approval and a planned
umt development approval. With these various land use entitlements in place, Kent
Stat1on, L.L.C actively sought to lock in binding contracts with identified tenants for the
first phase of development for the site. The key tenants Kent Station, L.L.C. sought
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were a cmema, a national bookstore, and a grocery store. Along with these three (3)
anchors, Kent Station, L.L.C. entered into an agreement with the Green River
Community College for a series of satellite classrooms and meeting rooms and also
entered into negotiations with numerous national restaurant chams and national
reta1lers.
20. By July of 2003, the local and nat1onal economies were under so much
duress that Kent Station, L.L.C. had to adjust its vision for the project. Desp1te
significant efforts m marketing the project, it simply was unable to obtain commitments
from all the tenants needed to fulfill the original vision for the site. It became clear that
both the bookstore and grocery store anchors would not materialize due to certain
economic and demographic challenges associated with their respective mdustries and
the project. The multiplex cinema and Green River college opt1ons, as well as the
likelihood of two to three full-service restaurants, together with other additional national,
regional, and boutique retailers remained. As further evidence of the difficulties
presented to the project by the current economy, the Langly Company left the Kent
Station, L.L.C. partnership, leaving Tarragon L.L.C. as the lone remaining member of the
entity.
21. After lengthy discussions with the City, Kent Station, L.L.C. began to put
together a modified project, of slightly lesser scope than its origmal vision, with an initial
focus primarily as an entertainment district for the City of Kent. Kent Station L.L.C.
believed that the cinema and restaurant elements would be successful in the Kent
market. The chosen cineplex operator, on its own account, determined that it would •
likely generate over 900,000 customers a year, which would kickstart the activity needed
to begin downtown revitalization. Demonstrated success of the cineplex and restaurant
businesses would then likely encourage other businesses to come to the site, thereby
generating a retail and commercial market for the property.
22. However, under these grim economic circumstances, even the
development market that remained was tentative at best. The potential tenants needed
a certain level of security and confidence that, if they committed to this s1te and assumed
the mitial nsk, that they would be successful and able to generate a profitable return on
their investment. The developer, then, in order to provide that confidence and secunty,
was forced to adjust 1ts projections for the project, which included lower than anticipated
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rents to these potential tenants. Consequently, in order to support these rents, Kent
Station, L.L.C. proposed to purchase the property at a value that was dramatically below
the initial price paid by the City of Kent for the Borden chemical manufacturing plant.
23. The City Council, though, as a duty to its tax-paying cit1zens and under
the state constitution, was compelled to sell the property only at or above its fair market
value. Beyond monetary consideration, the City would receive other kinds of
consideration for its sale in terms of public benefit, including the following:
• A 21,000 square foot public plaza located along Ramsay Way and
near the proposed cinema to serve as a focal point and meeting place for the new
downtown.
• The construction of a new private street, Second Place, which the
public will have the legal right to use at all times, but which will be built and maintained
by and at the builder's expense.
• Additional parking that will be constructed within the site, even
though privately owned and maintained for the benefit of Kent Station customers, will
have the effect of increasing parking supply in downtown Kent, and lessening the
growmg pressure on other public parking facilities.
The City also stands to receive additional benefits and consideration if the development
fa1ls to achieve its vision.
• If the developer has purchased but failed to develop the property
to the densities promised in the purchase and sale agreement, the City has the right to
repurchase the undeveloped land at the origmal sales price, even thought the property's
value may have increased m the interim.
• In the event the developer does not exercise its option to
purchase the remaining 8.2 acres of Kent Station property, the developer must provide
the City with all its detailed plans, drawings, designs and specifications prepared by 1ts
architects, engineers and other professional consultants, which developer obtamed at a
cost of over $400,000.
• If the developer does not exercise its option to purchase the
remaining property, some portions of the underground stormwater retention facilities that
7 Kent Station Property-
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the developer will install for its first phase of development may also serve other portions
of the entire site, and since the City will own that remaining property, it will have the
benefit of that extended utility facility.
24. Even with the public benefit and other consideration provided to the C1ty
by the developer's construction of 1ts proposed project and by the developer's proposed
agreement with the City, City staff sought to confirm that the purchase pnce truly
reflected fair market value for this property. The City understood that the property's
value had dropped significantly. As far back as September 1, 2001, before the
September 11 1h disaster, the City obtained an appraisal that demonstrated the property
had dropped to $8.50 per square foot, approximately one-half of the original purchase
price pa1d by the City. But, after the September 11th tragedy and after the tumbling
economy, Kent Station, L.L.C. could not bring together a project even at this lower price.
In order to objectively understand whether or not the purchase price proposed by Kent
Station, L.L.C. was a fair market offer, the City hired a licensed, professional
independent appraiser to analyze and appraise the property on a pnce per square foot
basis in order to determ1ne the property's value in today's real estate market.
25. The City instructed its appraiser to determine the property's true fair
market value on today's market because the potential sale to Kent Station L.L.C was set
for closing in the first half of 2004. Accordingly, and not wanting to compare a real offer
from Kent Station L.L.C. in today's market to a potential sale possibly years down the
line, the City sought to obtain the highest market value that the property might realize
within the next twelve months. Additionally, although the MPD and the PAO are now m
place and reflect the City's approved vision for the property, the City instructed the
appra1ser to look at all possible development options on the property to determine the
highest valuation. Accordingly, the appraiser was instructed that the MPD, as one
development option on the property, should be considered if it added value to the
property. Similarly, the City instructed the appraiser that the PAO should be treated as
another development opportunity, but only if 1t added value. The City also instructed the
appraiser to value the property as raw, essentially unencumbered land, constrained only
by existing zoning, with the understanding that any development not aligned with the
PAO would requ1re independent environmental review. The purpose for these
instructions was to perform a diligent real-market analysis that would inform the City and
8 Kent Station Property-
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1ts Council of the very best price that could be obtained for this property in today's
market and compare that price to Kent Station L.L.C.'s proposal.
26. Upon completion of an extensive review of the market for this property,
and after speaking to representatives of various development communities and to
purchasers of comparable properties both within the City of Kent and throughout the
region, the appraiser determined that, essentially, no market for retail off1ce or
commercial operations currently existed for this site. The appraiser determined that the
most likely purchaser-and therefore the highest price that would be paid-for this
property would be a speculative land purchaser who would buy and hold the property,
wa1ting for a market to develop as the economy turned around, which the appraiser
noted could take 10 to 15 years. Because land values for this property were already
dramatically deflated and because purchasing for speculative holding required further
discount to present monetary value for the property's valuation, the appra1ser
determined that the highest price obtainable for the entire site in today's real estate
market would be $3.15 per square foot for the entire site, and if only the proposed first
phase 10 acre area were purchased, a price per square foot of approximately $4.50
27. The developer has offered to purchase, in one or more phases, the entire
Kent Station property, less the area already dedicated for the public street, Ramsay
Way-a total of approximately 18.2 acres-for the price of $5.00 per square foot or for
appraised fair market value at the time of purchase, whichever is greater. The
developer's initial first phase purchase is for an area of approximately 1 0 acres at the
pnce of $5.00 per square foot. In today's market, this price exceeds the City appraiser's
fa1r market valuation of the property for any potential use on either an entire site or a first
phase pnce per square foot basis. Beyond exceeding the fair market valuation
determined by the City's appraiser, this offer is not for speculative land banking, but
rather is an offer to rapidly construct at least 75,000 square feet of retail and office
space, including a fourteen (14) screen cinema that is estimated to bring in
approximately 900,000 viewers to Kent's downtown, many of them in the evening when
downtown activity is at its very lowest. At the same time, commencing this first phase
sale now has the salutary effect of beginning the realization of the City Council's vis1on
for a revitalized downtown core. The City Council finds that phased selling of the Kent
Station site at this price for this development substantially fulfills the vision established
by the City Council in its Comprehensive Plan, its Downtown Strategic Action Plan, its
9 Kent Station Property-
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Planned Action Ordinance, and in the Master Planned Development. Even though the
City is electing to sell its property under difficult market conditions, the Council believes
that approving this sale will begin the vitally important process of creating a new sense
of place for downtown Kent and all of its 84,000 citizens.
NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF KENT,
WASHINGTON DOES HEREBY RESOLVE AS FOLLOWS:
RESOLUTION
1. Recitals Incorporated. The foregoing recitals are incorporated into the
body of th1s resolution and shall further act as the findings of the Kent City Council on this
matter.
2. Declaration of Surplus. The City Council of the City of Kent finds that the
18.2 acre Kent Station site is surplus to its needs and better serves the public health,
safety, and welfare of the citizens of the City of Kent by selling the property to Kent
Station, L.L.C. for the development and construction of a mixed-use urban center linked
to historic downtown Kent.
3. Purchase and Sale Agreement-Authorized. The Mayor 1s authonzed to
enter into a purchase and sale agreement substantially in the form attached as Exhibit A,
subject to approval of final terms and conditions by the City Attorney.
4. Severabilitv. If any section, subsection, paragraph, sentence, clause, or
phrase of this resolution is declared unconstitutional or invalid for any reason, such
decision shall not affect the validity of the remaining portions of this resolution.
5. Ratification. Any act consistent with the authority and prior to the effective
date of this resolution is hereby ratified and affirmed.
II
II
II
10 Kent Station Property-
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6. Effective Date. This resolution shall take effect and be in force
Immediately upon its passage.
PASSED at a regular open public meeting by the City Council of the C1ty of
Kent, Washington, th1s )..,{) day of January, 2004.
CONCURRED in by the Mayor of the City of Kent this :LI> day of
January, 2004.
ATTEST:
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BRENDA JACOBER, CITYERK
.~· .. ... ..:._ ..:. . :::..., -~-_ ..
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APPROVED AS TO FORM: . ......... -
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I hereby certify that this is a true and correct copy of Resolution No.//:, (p t.f
passed by the City Council of the City of Kent, Washington, the ~ day of January,
2004.
~.l.J~~
BRENDA JACOBER~ CLERK
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11 Kent Station Property-
Sale Authorization
EXHIBIT A
REALESTATEPURCHASEANDSALEAGREEMENT
THIS REAL ESTATE PURCHASE AND SALE AGREEMENT ("Agreement") is made
and entered into as of this_ day of , 2004 ("Effective Date") by and between the City
of Kent, a Washington municipal corporation (the "City'') and Kent Station LLC, a Washington
limited liability company (the "Developer").
RECITALS
A. In 2001, the City completed the purchase of approximately 19.92 acres of land
situated between West James Street and West Smith Street, North 41h Avenue and First Avenue
North in the City of Kent (the "Real Property'') pursuant to Resolution No. 1581A in order to (a)
acquire a large parcel of land in downtown Kent on which the previous owner operated a
chemical plant which was incompatible with existing public and private uses in downtown, and
(b) provide the City with a unique opportunity to plan for the coordmated public and private use
of a significant downtown property.
B. The Real Property presented an extraordinary opportunity to transform the
downtown into a pedestrian-friendly mixed-use environment, which would increase pedestrian
activity downtown and directly and indirectly improve public safety in the downtown retail core,
improve the vitality of the City, increase tax revenues, provide additional housing, create jobs,
provide important public spaces and thereby enhance other City investments and assets and
achieve multiple City objectives.
C. The City has considered its 1995 Kent Comprehensive Plan, its 1998 Downtown
Strategic Actzon Plan, the 1999/2000 Commuter Rml Station Area Study, and it has developed
and designed critical public infrastructure, including Ramsay Way, which will run through a
portion of the Real Property to connect the historic 2nd Avenue Commercial District to the
Sounder Rail Station and the Regional Justice Center. Ramsay Way will help serve the public
access purposes identified in the plans and studies identified above and will mitigate traffic
congestion and improve vehicular and pedestrian access and circulation in the vicimty of Kent's
downtown core.
D. To further the established goals of the above-referenced plans and studies and to
complement the concept and design of Ramsay Way, the City has constructed and will construct
certain other public infrastructure improvements m the vicinity of the Real Property, including
improvements to 1st and 4th A venues.
E. The C1ty has determined that the remaining land which is outlined in red on the
map attached hereto as Exhibit A-1 and by this reference incorporated herein consistmg of
approximately 18.2 acres and is legally described in Exhibit A-2 attached hereto and by this
reference incorporated herein (the "Property'') is surplus to its needs. In selling this surplus
Property the City intends to limit and restrict future use and development options by having the
Property developed in a manner that is consistent with its vision of downtown, and that will
KENT STATION PSA -1-
improve the vitality of the City, encourage urban redevelopment, reconnect important parts of
the City's downtown that are currently isolated, increase pedestrian activity downtown and
thereby directly and indirectly improve public safety, expand and diversify the City's tax base,
create additional jobs, provide additional housing, public spaces, public parkmg and pedestrian-
friendly connections within the downtown retail core.
F. Developer will cause the Property to be developed into a high-quality, mixed-use,
transit-oriented urban village which will act as a focal point and gatherin~ place for south King
County. Developer has proposed the development of a mixed-use town center on the Property
that includes a cinema, office space, housing, community college, a significant quantity of retail
space and a plaza. The development is referred to as "Kent Station" or the "Kent Station
Project".
G. Developer's efforts will be accomplished through the Developer's acqUisitiOn of
the Property in multiple phases, and the development of the Property as Kent Station m
accordance with the terms of the Development Agreement of even date herewith between
Developer and the City (the "Development Agreement"). The parties anticipate that the Property
as developed will include the construction of buildings and other improvements which will
contain at least 195,000 square feet of ground floor retail space.
H. This Agreement sets forth the terms and conditions of Developer's acquisition of
the Property and the City's rights to repurchase all or part of the Property If certain conditions
are not satisfied by the Developer.
NOW, THEREFORE, in consideration of the foregoing recitals and other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties
agree as follows:
AGREEMENT
The terms and conditions in the Recitals set forth above are incorporated mto this
Agreement as though fully set forth herein.
ARTICLE 1: PROPERTY
City agrees to sell and convey to Developer, and Developer agrees to purchase from City,
subject to the terms and conditions set forth herein, and develop the Property. The Property has
been divided into two general areas as depicted on Exhibit A-3 attached hereto and by this
reference incorporated herein and as more specifically defined in Article II below. The Property
consists of the Real Property less the gross square footage of that portion of the Real Property to
be retained by City for certain City-owned public infrastructure improvements, more particularly
described in Exhibit B attached hereto and by this reference mcorporated herein ("City
Infrastructure Improvements"). The Property shall be acquired for the purchase prices as set
forth and described in Articles II and III below.
KENT STATION PSA -2-
ARTICLE II: PURCHASE OF PROPERTY
2.1 Initial Takedown. The mitial takedown of the Property will consist of
approximately 10 acres and is depicted as "Phase I" on Exhibit A-3 (the "Initial Takedown
Parcel"). The Initial Takedown Parcel closing must occur on or before June 30, 2004 (the
"Initial Takedown Period"). If the Initial Takedown Parcel closing has not occurred by the end of
the Initial Takedown Period through no fault of the City, and subject to Sections 16.2 and 17.11
below, Developer shall be in default under this Agreement and City shall have the right to
terminate this Agreement, and all Earnest Money previously deposited in cash pursuant to
Section 3.2 below will be forfeited to City. Any such termination by the City must be in writing
and shall be effective upon Developer's receipt of written notice of termination.
2.2 Subseguent Takedowns. The remainder of the Property will be purchased by the
Developer in one or more acquisitions but in no event later than June 30, 2012. The remainder of
the Property (exclusive of the Initial Takedown Parcel) includes a total of approximately 8.2
acres and is referred to collectively as the "Remainder Property". The Remainder Property may
be purchased at Developer's election in one or more acquisitions (hereinafter "Remainder
Property Purchase Parcel"), provided, however, that Developer must satisfy the following criteria
with respect to each purchase. Developer must demonstrate to the City through submittal of a
"Development Plan" (as hereinafter defined) that each Remainder Property Purchase Parcel, as
well as the unpurchased balance of the Remainder Property; (a) constitutes a legal lot of at least
25,000 square feet in size, or if smaller, is shown on the Development Plan as being able to
accommodate development generally consistent with the requirements set forth in the
Development Agreement, (b) has direct access to a public street or an easement which provides
direct access to a public street, (c) is able to be developed to meet the square footage
requirements set forth in Section 17 .8.6 below, and (d) include all land required to meet all
zoning, development, mitigation and other requirements under the Development Agreement,
Planned Action Ordinance adopted by the City pursuant to Resolution No. 3608 dated July 16,
2002 ("PAO") and the MPD (as defined below). For purposes of this Agreement, a
"Development Plan" is defined to be a site plan for the Property which shows proposed building
locations, proposed square footages, proposed land uses, as well as proposed parking and general
site features, all generally consistent with the requirements set forth in the Development
Agreement and similar in format to Exhibit G.
2.3 Purchase Notices.
2.3.1 Initial Takedown Parcel. Developer must provide written notice to City of
its intention to purchase the Initial Takedown Parcel prior to the expiration of the Developer
Feasibility Period (defined below). Developer's failure to provide the Purchase Notice for the
Initial Takedown Parcel prior to the expiration of the Developer Feas1b1hty Penod shall
constitute an event of default by Developer under this Agreement and subject to Section 16.2
below.
2.3.2 Subseguent Takedowns -Remainder Propertv Purchase Parcels.
Developer must provide written notice (including an offer price as described in Article III below)
KENT STATION PSA -3-
to the C1ty of its intention to purchase any Remainder Property Purchase Parcel at least one
hundred twenty (120) days before the anticipated closing date of any Remainder Property
Purchase Parcel, but in no event later than one hundred twenty (120) days prior to the
"Remainder Parcel Purchase Deadlines" set forth in Section 17.8.6 below, as extended, 1f
applicable, pursuant to Section 17.8.7 below. The notice and offer together are collectively
referred to as the "Remainder Property Purchase Parcel Purchase Notice". In event that the
square footage reqmrements are not constructed or under "Construction" (as hereinafter defined)
pursuant to the dates and requirements of Section 17.8.6 below and m the event the minimum
quantities of land w1thin the Remainder Property are not purchased by the deadlines set forth in
Section 17.8.6 below (as those dates may be extended pursuant to Section 17.8.7, as applicable),
Developer thereafter shall not have the right to exercise any further Remainder Property
Purchase Parcel Purchase Notices. In that event, the City shall have the right to terminate this
Agreement and retain the Second Earnest Money Deposit. In addition, if Developer elects to
terminate the Agreement or if Developer fails to give a timely Remainder Property Purchase
Parcel Purchase Notice, then in either event all work product prepared by or on behalf of
Developer for development of the Kent Station Project (which product is not proprietary and
wh1ch product is in Developer's possession) shall Immediately and without payment of
additional consideratiOn, be assigned to City and neither party hereto shall have any further
nghts or obligations under this Agreement. For purposes of this Agreement, "Construction" or
"Commencement of Construction" is defined to be the construction of foundations pursuant to
permits issued by the City, with construction activity also proceeding at a reasonable pace
towards commencement of framing of buildings.
2.4 Termination by Citv. If any one of the following events occur, then Developer
shall be in default under this Agreement and the parties shall have the rights and remedies set
forth in Section 16.2 below: (a) the Initial Takedown Parcel has not been purchased by
Developer prior to the expiration of the Initial Takedown Period, or (b) the Remainder Property
Purchase Parcel closing(s) have not occurred by the Remainder Parcel Purchase Deadhnes as set
forth in Section 17.8.6 below, or (c) Developer has failed to provide City with timely Purchase
Notices for the Remainder Property Purchase Parcels pursuant to Section 2.3 above, or (d) a
building permit application has not been submitted prior to September 30, 2004 for development
totaling at least 75,000 square feet of buildings and other improvements to be constructed on the
Initial Takedown Parcel, or (e) Developer fails to deposit the "F1rst Earnest Money Deposit" or
the "Second Earnest Money Deposit" required under Section 3.2 below, or (t) any condition
precedent to closing set forth in Sections 7.1 or 7.2 of this Agreement has not been met by
Developer prior to the expiration of the Initial Takedown Period or by the Remainder Parcel
Purchase Deadlines, as applicable, or (g) the development performance deadlines set forth in
Section 17.8.6 are not met.
2.5 Manner of Payment. The "Purchase Price" (as defined in Article III below) for
the Initial Takedown Parcel shall be paid in cash or via wire transfer of immediately available
funds less application of the First Earnest Money Deposit paid plus any interest accumulated
thereon. The Purchase Price(s) for the Remainder Property Purchase Parcel (s) shall be pmd m
cash or via wire transfer of immediately available funds and by application of the Second Earnest
Money Depos1t (or a proportionate amount thereof related to the gross square footage contained
KENT STATION PSA -4-
wtthm the Remainder Property Purchase Parcel, as it compares to the total gross square footage
of the Remainder Property).
2.6 Acceleration of Closing. Notwithstanding anything to the contrary set forth in
this Sectwn 2 above, the City agrees to work m good faith with the Developer in the event the
Developer notifies the City in writing of 1ts desire to accelerate any closing date to a date earlier
than the dates specified herein.
2. 7 Closing Dates for Remainder Prooertv Purchase Parcels. Notwithstanding
anything to the contrary set forth herein, City and Developer further agree that Developer shall
not close the purchase of the first Remainder Property Purchase Parcel until the later to occur of
(a) January I, 2005 or (b) construction on the first 75,000 square feet of Total Development
Square Footage (as defined in Section 17.8.6 below) is 25% completed, provided that the City
agrees to allow an earlier purchase of a Remainder Property Purchase Parcel if Developer
demonstrates to the City that Developer has a signed lease with a new tenant or a purchase
agreement with a user/purchaser for development of that Remainder Property Purchase Parcel,
and that the Remamder Property Purchase Parcel contains sufficient parking (as required by
code) to service the user.
ARTICLE III: PURCHASE PRICE; EARNEST MONEY; SECOND DEPOSIT
FEASIBILITY PERIOD
3.1 Purchase Price.
3.1.1 Initial Takedown Purchase Price. The purchase price for the Initial
Takedown Parcel will be Two One Hundred Seventy Eight Thousand Dollars ($2,178,000.00)
which represents five dollars ($5) per square foot of land purchased. This is referred to as the
"Initial Takedown Purchase Price". This price may be adjusted to reflect any differences m the
actual square footage as determined by the Survey discussed in Section 4.4 by multiplying the
square footage per the survey and the price of five dollars ($5) per square foot.
3.1.2 Purchase Price for Remainder Propertv Purchase Parcel(s). The purchase
price for each Remainder Property Purchase Parcel shall equal the greater of five dollars ($5)
per square foot of land purchased or the then fair market value of the portion of the Remainder
Property Purchase Parcel contemplated for purchase ("Remainder Property Purchase Parcel
Price"). In determining fair market value the parties and the appraisers will consider, among
other factors, site conditions and current market conditions and comparables as well as the
entitlements and constraints associated with the P AO, the MPD and the Development
Agreement, but shall exclude allocable cost of any infrastructure improvements already made to
the Remainder Property Purchase Parcel by Developer (i.e. roads, sidewalks, landscaping and
utilities).
3 .1.2.1 Remainder Propertv Purchase Parcel Price Determination.
Developer's Remainder Property Purchase Parcel Purchase Notice described in Article II above
must include Developer's proposed Remainder Property Purchase Parcel Price. If the Developer
and the City do not agree on the Remainder Property Purchase Parcel Price of the Remainder
KENT STATION PSA -5-
Property Purchase Parcel within fifteen (15) days of the date of delivery of Developer's
Remainder Property Purchase Parcel Purchase Notice to City, then the Remainder Property
Purchase Parcel Price of the Remainder Property Purchase Parcel will be determined by
appraisal pursuant to the appraisal process described in Section 3.1.2.2 below.
3.1.2.2 Aooraisal Process. Each party shall select an MAl
appraiser with at least five (5) years of experience in appraising commercial and retail properties
in the South Puget Sound area. Each party shall give written notice of its selection of an
appraiser to the other party within ten (1 0) days after the parties reach an impasse on negotiating
the Remainder Property Purchase Parcel Price, or the end of fifteen ( 15) day period referred to
in Section 3.1.2.1 above, whichever first occurs. The two appraisers shall then select a third
appraiser, who shall be an independent MAl appraiser who has not previously been employed by
City, Developer, any member of Developer or any affiliate of any of them, and with the same
general qualifications as the first two appraisers (except as otherwise agreed to between the
parties), which selection shall be made within ten (10) days after the end of the applicable ten
(10) or fifteen (15) day period referred to in the preceding sentence. The three appraisers shall
each independently determine the Remainder Property Purchase Parcel Pnce within thirty (30)
days of the appointment of the third appraiser. In determining "fair market value", the parties and
the appraiser(s) will consider, among other factors, site conditiOns and then market
conditions/comparables as well as the entitlements and constraints associated with the PAO, the
MPD and the Development Agreement. The appraisers shall arrange for a simultaneous
exchange of their determination of the Remainder Property Purchase Parcel Price to all three
appraisers. The appraisers shall thereupon meet and attempt to resolve any discrepancy among
the three appraisals, but in the event the appraisers have not reached agreement on the Remainder
Property Purchase Parcel Price within ten (I 0) days thereafter, the third appraiser shall proceed
to determme the Remainder Property Purchase Parcel Price. The third appraiser may select
either purchase price proposed by the first two appraisers, or any modification of either or may
select its own determination, or any modification thereof, as the Remainder Property Purchase
Parcel Price. The decision of the third appraiser shall be binding on Developer and the City.
Each party shall pay the costs and expenses of the appraiser selected by that party, and shall split
equally the costs and fees of the third appraiser.
3.2 Earnest Money.
3.2.1 First Earnest Money Deposit. Developer shall deposit a promissory note
in the principal amount of Fifty Thousand Dollars ($50,000) ("First Earnest Money Deposit")
with Chicago Title Insurance Company ("Escrow Agent") within seven (7) days followmg
execution of this Agreement by City and Developer. This First Earnest Money Deposit will be
refundable until the expiration of the Developer Feasibility Period (defined in Section 3.2.3
below). In the event Developer terminates its obligations under this Agreement on or before
expiration of the Developer Feasibility Period, Escrow Agent shall return the First Earnest
Money Deposit to Developer, this Agreement shall terminate, all work product prepared by or on
behalf of Developer (which product is not proprietary and which product is m Developer's
possession) for development of the Kent Station Project shall Immediately and without payment
of additional consideration be assigned to City and neither party hereto shall have any further
rights, duties or obligations under this Agreement except as otherwise expressly provided herein.
KENT STATION PSA -6-
If Developer does not elect to terminate its obligations under this Agreement pnor
to the waiver or expiration of the Developer Feasibility Period, the First Earnest Money Deposit
promissory note shall be due and payable immediately and once paid Will be held by the Escrow
Agent pending the closing of the purchase of the Initial Takedown Parcel. The First Earnest
Money Deposit shall be held in an interest bearing money market-type account by Escrow
Agent. Interest on the First Earnest Money Deposit shall be held for the benefit of whichever
party is entitled to the First Earnest Money Deposit at the Initial Takedown Parcel closing or
other termination of this Agreement. The First Earnest Money Deposit shall be applicable to the
Purchase Price of the Initial Takedown Parcel.
3.2.2 Second Earnest Monev Deoosit. An additional Two Hundred Thousand
Dollars ($200,000) in cash shall be delivered to escrow prior to the first to occur of (a) June 30,
2004 or (b) the Initial Takedown Parcel closing date ("Second Earnest Money Deposit") and
shall be held in an interest bearing money market type account by Escrow Agent. The Second
Earnest Money Deposit shall be refundable only upon a default under this Agreement by City or
as referenced in Section 17. The Second Earnest Money Deposit will be applied on a pro rata
basis against each Remainder Property Purchase Parcel, as described in Section 2.5 above. Any
reference to "Earnest Money" shall refer to both the Fust and Second Earnest Money Deposits.
3.2.3 Developer Feasibilitv Period.
3.2.3.1 Initial Takedown Parcel. Developer shall have until April 15, 2004
("Developer Feasibility Period") in which to determine the suitability of the Initial Takedown
Parcel for Developer's intended purpose. Developer shall deliver written notice to City and
Escrow Agent prior to the expiration of the Developer Feasibility Period, that It has either (a)
elected to terminate this Agreement, and if so terminated Escrow Agent shall return the First
Earnest Money Deposit to Developer, this Agreement shall terminate, all work product prepared
by or on behalf of Developer for development of the Kent Station Project (which product is not
proprietary and which product is in Developer's possession) shall immediately and without
payment of additional consideration, be assigned to City and neither party hereto shall have any
further rights or obligations under this Agreement, or (b) Developer has elected to proceed with
the purchase of the Initial Takedown Parcel, in which event the First Earnest Money Deposit
shall be immediately converted to cash and shall be nonrefundable to Developer except as
otherwise expressly provided in this Agreement. If Developer fails to deliver written notice to
City and Escrow Agent prior to the expiration of the Developer Feasibility Period, Developer
shall be deemed to have approved the Initial Takedown Parcel and to have elected to proceed
with the purchase of the Initial Takedown Parcel. Notwithstanding the foregoing, Developer
shall have the right to extend the Developer Feasibility Period for two (2) thirty (30) day periods
provided that Developer (i) provides written notice of extensiOn to the City prior to the
expiration of the applicable Feasibility Period, and (n) waives all contmgencies except final
approval of the "Government Approvals" (as defined in Section 6.1.4 below) and except
obtaining leasmg and/or sale commitments of not less than 75,000 square feet of retail and office
uses as described in Section 7.1.5 below.
KENT STATION PSA -7-
3.2.4 Termination of Agreement for Failure To Pay. If Developer does not
satisfy the First Earnest Money Deposit or Second Earnest Money Deposit requirements and
Developer thereafter fails to cure this default within three (3) days after receipt of written notice
of the failure to deposit the necessary First Earnest Money Deposit or Second Earnest Money
Deposit, or to convert the First Earnest Money Deposit promissory note to cash as required under
Sections 3.2.1 and 3.2.3 above, then City shall have the right to terminate this Agreement
pursuant to Section 2.4 above.
ARTICLE IV: TITLE TO PROPERTY
4.1 Conveyance of Title to Propertv. Upon each closing, City shall execute and
deliver to Developer a bargain and sale deed ("Deed") in the form attached hereto as Exhibit C
conveying fee title to the applicable Parcel, subject to the Permitted Exceptions determined in
accordance with Section 4.3.
4.2 Title Insurance. On the closing date for each Parcel, City shall cause Chicago
Title Insurance Company (the "Title Company") to issue to Developer an Extended Coverage
Owner's Policy of Title Insurance (1970 Form B with 1984 modifications) (the "Takedown
Parcel Title Policy"), with liability in the amount of the Initial or Remainder Parcel Purchase
Price, as applicable, insuring good and marketable fee simple title in Developer to the Parcel
being acquired against any loss or damage by reason of defects in City's title to the Parcel being
acquired, other than the Permitted Exceptions determined in accordance with this Article IV.
Developer may, at its sole cost and expense, request endorsements to the Parcel Title Policy, but
the availability of such endorsements shall not be a condition precedent to closing.
4.3 Title Review. The Title Company shall provide City and Developer with a
preliminary commitment for the entire Property within ten (l 0) days after full execution of this
Agreement ("Title Commitment"), together with complete copies of any exceptions identified in
Schedule B thereof. The Title Company shall also issue an updated Preliminary Commitment
for the Remainder Property Purchase Parcel within fifteen (15) days after Developer delivers a
the Remainder Property Purchase Parcel Purchase Notice. Developer shall conduct its review of
each Title Commitment in accordance with the following procedures:
4.3.1 Developer's Notice. Developer shall have thirty (30) days from the date
of receipt of the Title Commitment for the Initial Takedown Parcel (which shows exceptions for
the entire Property) to notify City of its approval or disapproval of each exception in Schedule B
of the Title Commitment. Failure to deliver such notice by that date shall constitute Developer's
approval of all exceptions in Schedule B. Developer shall have thirty (30) days from the date of
receipt of the Title Commitment for each Remainder Property Purchase Parcel (which shows
exceptions for the Remainder Property Purchase Parcel) to notify City of Its approval or
disapproval of each new exception in Schedule B of the Title Commitment from the exceptiOns
shown in the Title Commitment for the Initial Takedown Parcel. Failure to deliver such notice
by that date shall constitute Developer's approval of all exceptions m Schedule B. Developer
shall not be entitled to disapprove the general exceptions or any exceptions created by or on the
account of Developer. Covenants, conditions, restrictions, reservatiOns, rights-of-way and
easements presently of record or which were previously approved by or deemed approved by
KENT STATION PSA -8-
Developer with respect to either the Initial or Remainder Property Purchase Parcel(s), as
applicable, the covenants described in Sections 5.2 and 11.1.9.3 and non-delinquent real estate
taxes and special assessments and local improvement district assessments heremafter levied
agamst the Property shall be deemed Permitted Exceptions and shall not be objected to by
Developer; provided, however, that City will instruct its appratser(s) to consult with Developer
in establishing the prehminary assessment for the Property with respect to any future local
improvement district, and further provided that Developer shall have the same rights as any other
contract vendee of property to object to the amount of any spectal assessment or local
improvement district assessment and the City shall not challenge Developer's standmg to raise
such objections. Notwithstanding any other provision of this Agreement, City shall not record
any mortgage or deed of trust against the Property which would not be released of record as of an
applicable closing date without approval of Developer. Exceptions deemed approved pursuant to
this Section 4.3.1 or not disapproved by Developer within the time penod set forth above shall be
"Permitted Exceptions."
4.3.2 Citv's Notice. City shall have ten (10) days after receipt of Developer's
notification in which to notify Developer whether or not it elects to cure or remove any of the
disapproved exceptions of which City receives timely notice pursuant to Section 4.3.1. City's
failure to so notify Developer shall constitute City's election to not remove all such exceptions.
City shall remove all exceptwns it elects to remove on or before the apphcable closing date.
4.3.3 Developer's Election. If City does not elect to remove all exceptwns
disapproved by Developer, Developer may, on or before the date by which the Purchase Notice
is due for the Initial Takedown Parcel, elect to terminate this Agreement by written notice to
City, in which event this Agreement shall automatically terminate, Developer shall receive a
refund of any Earnest Money previously patd m cash pursuant to Article III above and neither
party hereto shall have any further rights or obligations to the other under this Agreement. If
Developer does not so elect to terminate this Agreement, disapproved exceptions that City has
not elected to remove shall become Permitted Exceptwns for the Initial Takedown Parcel and the
Remainder Property Purchase Parcel .
4.3.4 New Exceptions. The notice and response procedures of this Section 4.3
shall be repeated for any title exceptions of which Developer is first nottfied by the Title
Company after the Permitted Exceptions for the Initial Takedown Parcel have been set pursuant
to Sections 4.3.1-4.3.3 above, except that if the time period for delivery of any notice extends
beyond the Remainder Property Purchase Parcel closing date, such notice and all subsequent
notices shall be delivered on or before the applicable Remainder Property Purchase Parcel
closing date. In addition, the Developer shall have five (5) days from receipt of City's response
to Developer's disapproval of any new title exceptions to elect to take title subject to any new
objected-to exceptions which City refuses to remove, or to terminate thts Agreement by written
notice to City in which event this Agreement shall automatically terminate. Developer shall
receive a refund of any Earnest Money previously paid in cash pursuant to Article III above and
not applied to the Initial Takedown Parcel or a Remainder Property Purchase Parcel closings,
and neither party shall have any further rights or obligatwns to the other under this Agreement.
KENT STATION PSA -9-
4.3.5 Title Not Insurable. If title is not insurable at the applicable Parcel closing
subJect only to the Permitted Exceptions determined in accordance with this Agreement,
Developer may elect to proceed with the applicable Parcel closing despite such noninsurabihty
thereby accepting any such matters as Permitted Exceptions or Developer may terminate this
Agreement by written notice to City in which event this Agreement shall automatically
terminate. Developer shall receive a refund of any Earnest Money previously paid in cash
pursuant to Article III above and not yet applied to the Initial Tak:edown Parcel or a Remainder
Property Purchase Parcel closings and neither party hereto shall have any further rights or
obligations to the other under this Agreement.
4.4 Survey. Developer, at its sole cost and expense, shall cause an ALTA survey of
the Property ("Survey") to be prepared and presented to Developer and City by the date of the
Purchase Notice for the Initial Takedown Parcel. Developer and City shall thereafter have the
same review rights and review time frames regarding the Survey as are set forth in SectiOn 4.3
with respect to the review of title. The Survey shall be updated at Developer's expense withm
thirty (30) days after each Purchase Notice. Developer and City shall thereafter have the same
review nghts and review time frames regarding the Survey as are set forth in Section 4.3 with
respect to review of title.
ARTICLE V: OPERATION OF THE PROPERTY PENDING CLOSING
5.1 Operations Pending Closing. At all times before the closing of the Initial
Takedown Parcel or the Remainder Property Purchase Parcel(s), as applicable, City shall have
the right to manage, lease and operate the Property as it determines in its reasonable discretion,
and shall have the right to retain all rents or other income paid in connection therewith; provided,
however that (a) City shall not construct any buildings or mstall any other permanent
improvements on the Property (other than the construction of the City Infrastructure
Improvements) without the prior written consent of Developer, which consent shall not be
unreasonably withheld and/or (b) City shall operate, manage, use or lease the Property in a
manner that is consistent and compatible with the redevelopment, use and operation of that
portion of the Property already purchased for redevelopment as part of the Kent Station Project
pursuant to the Development Agreement and the MPD. Any lease or other rental agreement
shall provide that it may be terminated upon any sale of the applicable Parcel to Developer
pursuant to this Agreement upon thirty (30) days notice without payment of any cancellation or
termination fee.
5.2 Environmental Terms. Environmental investigations of the Property have
revealed four areas where Hazardous Substances believed to have been released on the Property
are or have been present in soil or groundwater over cleanup levels established under
Washington's Model Taxies Control Act, Ch. 70.105D RCW ("MTCA"). In investigating such
releases, site investigators detected Hazardous Substances in excess of MTCA unrestricted
(Method B) soil cleanup levels in two locations, and Hazardous Substances in excess of Method
B groundwater level in two others. Nitrates detected in soils due to releases associated with the
former "southwest settlement pond," as described in the "Borden Chemical Facility Phase II
Report," (URS, Nov. 2000) ("2000 Phase II"), constitute one of the Environmental Concerns.
Total petroleum hydrocarbons, bearing lube oil characteristics, believed to have been released as
KENTSTATIONPSA -10-
a result of vehicle storage on the southeast portion of the Property constitute another
Environmental Concern. See "BNSF Property Phase II Environmental Site Assessment
Report," (URS, July 2001 ). The two Environmental Concerns involving groundwater include
the methanol detected in the vicinity of monitoring well ("MW") MW-10, and the nitrates
detected in the vicinity of MW-7, all as described in the 2000 Phase II. Together these past
releases and their respective affected areas are referred to as the Environmental Concerns. The
City shall address the Environmental Concerns (and unused monitoring equipment) as follows:
The City shall remove contaminated soil from two sites on the Property as outlined on the map
annexed hereto as Exhibit D and will backfill the excavations to grade. Upon completion of the
work, the City's environmental consultant will file a report with the Washington State
Department of Ecology ("Ecology") confirming that the contaminated soil has been removed, a
copy of which report will be provided to the Developer. The City will warrant that the soil has
been removed as set forth in the environmental consultant's report and will pay all costs
associated with such removal. In addition, the City will decommission all momtoring wells
presently located on the Property and pay all costs associated therewith, w1th the exceptiOn of
MW-7 and MW-10. The City shall have the right to enter upon such portiOns of the Property as
necessary to enable the City to sample MW-7 for nitrates and MW-10 for methanol on a
quarterly basis until such times as the levels of nitrate in MW -7 and the levels of methanol in
MW-10 have been below residential clean up levels (MTCA Method B) for four consecutive
quarters, after which point in time the City shall have no further obligations to continue
monitoring at MW-7 or MW-10, and shall have the right, but not the obligation, to
decommission MW-7 and MW-10 at such time. The City will provide a copy of the monitoring
results from MW-7 and MW-10 to the Developer upon request. In the event the location of
either MW -7 or MW -10 would interfere with Developer's anticipated construction of
improvements on the portions of the Property where either MW-7 or MW-10 is located, the City
will, followmg Developer's purchase of such portion of the Property and upon request by
Developer, relocate the monitoring well in question, at its cost and expense pnor to the date
Developer intends to commence construction of such improvement. The City will record a
restrictive covenant against the Property prohibiting the use of groundwater from the Property
for domestic drinking water purposes prior to the Initial Takedown Parcel Closing Date and
Developer agrees that such covenant shall constitute a "Permitted Exception" within the meaning
of Section 4.3.1 of this Agreement. The City will add the Developer, or other purchaser
approved by the City, of all or any portion of the Property, to its environmentalliab1lity policy,
as an additional insured, so long as the environmental liability policy remains m full force and
effect, upon Developer or such approved purchaser's closing of a purchase of a portion of the
Property and will use its best efforts to add Developer's lenders, or equity participants to its
environmental liability policy as additional insureds upon such person's acqmsition of a security
interest in the Property or ownership interest in Developer, so long as the environmental liability
policy remains in full force and effect; provided, however, City shall not be obligated to incur
any cost or expense, including, but not limited to, the payment of any additional insurance
premium in connection with such request. This obligation is personal to the Developer, a
permitted assignee under Section 17.8.3 below, or the first purchaser of a portion of the Property
and is not an obligation that otherwise runs with the land.
In additiOn, the City shall defend, indemnify and hold harmless the Developer from any
and all present or future claims asserted in writing against Developer by any third party
KENT STATION PSA -11-
(excluding contractual claims), to the extent relating to the Environmental Concerns, and any and
all damages, loss, inJury, liability, or costs, including fines, penalties and judgments and awarded
attorneys' fees, incurred as a result of such claims (the "Environmental Indemnity"). The City's
total liability for the Environmental Indemnity, mcluding costs of defense, IS limited to
$200,000. The Environmental Indemnity shall terminate with respect to a Parcel acquired by
Developer upon the sooner of: (i) two (2) years after Developer's acqUisition of such Parcel; or
(ii) six months after a certificate of occupancy has been Issued for buildings located on such lot.
In any event, this Environmental Indemnity shall terminate with respect to a particular
Environmental Concern at such time as the City may obtain a no further action letter from the
Washington State Department of Ecology regarding such Environmental Concern; provided,
however, that the City shall continue to provide the Environmental Indemnity with respect to
claims asserted against Developer before the expiration date (for which notice is promptly given
to the City), subject to the limitation on liability stated above. Developer shall provide the City
written notice of any claims subject to the Environmental Indemnity as soon as practicable, but
in any case not later than fourteen days after receiving a claim.
Except as set forth above with respect to the Environmental Concerns, the City has no
obligation to perform any additional environmental remediation work on the Property or
indemnify the Developer for environmental matters. The completion of the soil removal outlined
above is a condition precedent to Developer's obligation to close the Initial Takedown Parcel;
provided. however, the Developer or any other purchaser approved by the City will purchase the
Property (including the Imtial Takedown Parcel) on an "AS IS" basis and will release City from
any liability for the presence of Hazardous Substances on the Property upon closing, which
release will be set forth in the deed to the portion of Property so purchased.
5.3 Wetlands. The Kent Station Planned Action Supplemental Environmental Impact
Statement, including the draft supplemental environmental impact statement dated April 23,
2002 and the final supplemental environmental impact statement dated July 8, 2002 (collectively,
"SEIS") identified three isolated, degraded low quality on-site wetlands on the Property,
consisting of a 1344 square foot category 2 wetland, a 206 square foot category 3 wetland and a
17,278 square foot category 2 wetland (City of Kent wetland classification). City obtamed
admimstrative approval from Ecology January 21, 2003 to its wetland mitigation plan for all 3
wetlands. City shall be responsible for mitigation, in the form of off-site compensatiOn, for
replacement and enhancement of the wetlands identified above. City shall indemnify and hold
Developer harmless from any cost associated with such off-site mitigation measures.
5.4 Condition of Title. City agrees from and after the date hereof until the closing on
the Initial Takedown Parcel or Remainder Property Purchase Parcel(s), as applicable, or the
termination of this Agreement that it will not encumber the Property with any mortgage or deed
of trust that will not be paid off or reconvened prior to closing of the Imtial Takedown Parcel or
the Remainder Property Purchase Parcel(s), as applicable; provided, however, that nothing
contained herein shall preclude the City from consenting to the formation of a local improvement
district in connection with the construction of any roadway, infrastructure or other mitigatiOn
measures that were Identified in the PAO, the Mitigation Document annexed thereto or the SEIS
or that are required to be constructed pursuant to the Development Agreement or the MPD. In
the event City forms or consents to the formation of local improvement districts that mclude any
KENT STATION PSA -12-
portion of the Property covered by this Agreement, Developer shall have the same rights as any
other contract vendee of property to object to the amount of any special assessment or local
improvement district assessment, and the City shall not challenge Developer's standing to raise
any such objections.
ARTICLE VI: DEVELOPER'S CONDITIONS TO CLOSING
6.1 Initial Takedown Parcel. In addition to the conditions provided in other
provisions of this Agreement, Developer's obligation to purchase the Initial Takedown Parcel is
subject to the fulfillment prior to the Initial Takedown Parcel closing of each of the following
conditions, each of which is for the benefit of Developer and any or all of which may be waived
by Developer in writing at its option. The following conditions contained in this Section 6.1 are
solely for the benefit of Developer. If any of the foregoing conditions are not satisfied,
Developer shall have the right, at its sole election, to waive the condition and proceed with the
purchase of the Initial Takedown Parcel or terminate this Agreement by written notice to City
whereupon this Agreement shall automatically terminate, Developer shall receive a refund of the
Earnest Money previously paid in cash pursuant to Article III above and neither party hereto
shall have any further rights or obligations to the other under this Agreement. Developer's
conditions to the Initial Takedown Parcel closing are:
6.1.1 Correctness of Representations and Warranties. The representations and
warranties of City set forth in this Agreement shall be true and correct on and as of the closing
date with the same force and effect as if such representations and warranties had been made on
and as of the closing date. City, by having closed the sale of the Initial Takedown Parcel, shall
be deemed to have certified at closing that all such representations and warranties were true and
correct on and as of the closing date.
6.1.2 Compliance by City. City shall have performed, observed, and comphed
with all of the covenants, agreements, obligations and conditions required by this Agreement to
be performed, observed and complied with by it prior to or as of the Initial Takedown Parcel
closing date.
6.1.3 Title Policy. Issuance of the Title Policy in accordance with Section 4.2.
6.1.4 Government APProvals Obtamed. The "MPD" ( defmed as the master
planned development and subdivision approved by the City), the proposed Development Plan as
determined to satisfy the MPD, and the Development Agreement for the Kent Station Project
have been mutually approved by City and Developer, and all appeal periods related to those
approvals have expired without an appeal having been filed, or, if an appeal has been filed, such
appeal has been resolved. The approved MPD, proposed Development Plan and Development
Agreement are hereinafter referred to collectively as the "Government Approvals."
6.1.5 Gradmg Permit. The City shall have issued a grading permit for the Imtial
Takedown Parcel.
6.1.6 City Improvements. The City will have designed and commenced
construction of the City Infrastructure Improvements to mitigate traffic congestion and improve
KENT STATION PSA -13-
vehicular and pedestrian access and circulation within its downtown core consisting of the
extension of 2n Avenue and improvements to 1st and 4th Avenues (as further described m Exhibit
ID. which public infrastructure improvements will be owned exclusively by the City. Developer
acknowledges, understands and agrees that the City Infrastructure Improvements will be
constructed in phases as set forth in Exhibit B and that City shall not be in breach of this
condition so long as it is constructing the City Infrastructure Improvements m accordance with
the schedule set forth in Exhibit B.
6.1. 7 Condition of the Initial Takedown Parcel. City shall be in a positiOn to
deliver possession of the Initial Takedown Parcel at closing vacant and free of debns and trash,
not subject to the occupancy and/or possession by any tenant, and not subject to any lease or
rental agreement.
6.1.8 Environmental Work Completed. The City has completed the
environmental work described in Section 5.2 above that relates to the Initial Takedown Parcel.
6.1.9 Lis Pendens or Litigation. No lis pendens shall have been recorded against
the Property or litigation filed regarding this Agreement or the Property which would preclude
the City from conveying clear title to the Initial Takedown Parcel (subject to the terms of Section
17.11).
6.1.10 Development Agreement. The Development Agreement has been
executed by City and Developer and recorded.
6.1.11 CC&Rs. City has approved Developer's proposed covenants, conditions
and restrictions for the Initial Takedown Parcel ("CC&Rs") which CC&Rs shall set forth certain
covenants, conditions, and restrictions regarding the planning, design, development, use and
operation of the Initial Takedown Parcel to ensure ongoing ownership, leasing, use, operatlon
and management of the Initial Takedown Parcel consistent with Its development as part of a
high-quality mixed-use project that satisfies all of the terms, covenants and conditions of the
MPD and Development Agreement.
6.1.12 Sound Transit Agreement. The Sound Transit Agreement IS m full
force and effect.
6.2 Remainder Property Purchase Parcel Closings. In addition to the conditions
provided in other provisions of this Agreement, Developer's obligation to purchase a Remainder
Property Purchase Parcel is subject to the fulfillment prior to the Remainder Property Purchase
Parcel closings of each of the following conditions, each of which is for the benefit of Developer
and any or all of which may be waived by Developer in writing at its option. The following
conditions contained in this Section 6.2 are solely for the benefit of Developer. If any of the
foregoing conditions are not satisfied, Developer shall have the right, at its sole election, to
waive the condition and proceed with the purchase of the Remainder Property Purchase Parcel
(or portion thereof, as applicable), or to termmate this Agreement by written notice to the City
whereupon this Agreement shall automatically terminate, Developer shall receive a refund of the
unapplied Second Earnest Money Deposit previously paid m cash pursuant to Section 3.2.2
KENT STATION PSA -14-
closmg and neither party shall have any further rights or obligations to the other under this
Agreement. Developer's conditions to the Remamder Property Purchase Parcel closmgs are:
6.2.1 Correctness of Representations and Warranties. The representations and
warranties of City stated in this Agreement shall be true and correct on and as of the Remainder
Property Purchase Parcel closing date with the same force and effect as if such representations
and warranties had been made on and as of the Remainder Property Purchase Parcel closing
date. City, by having closed the sale of the Remainder Property Purchase Parcel, shall be deemed
to have certified at the Remainder Property Purchase Parcel closing date that all such
representations and warranties were true and correct on and as of the Remainder Property
Purchase Parcel closing date.
6.2.2 Compliance by City. City shall have performed, observed, and complied
with all of the covenants, agreements, obligations and conditions required by this Agreement to
be performed, observed and complied with it by such Remainder Property Purchase Parcel
closing date.
6.2.3 Title Policy. Issuance of the Title Policy in accordance with Section 4.2.
6.2.4 Condition of the Property. City shall be in a position to deliver possession
of the Remainder Property Purchase Parcel at closing vacant and free of debris or trash, not
subject to the occupancy and/or possession by any tenant, and not subject to any lease or rental
agreement.
6.2.5 Lis Pendens or Litigation. No lis pendens shall have been recorded against
the Property or litigation filed regarding this Agreement or the Property which would preclude
the City from conveying clear title to the Remainder Property Purchase Parcel (subject to the
terms of Section 17.11).
ARTICLE VII: CITY'S CONDITIONS TO CLOSING
7.1 Initial Takedown Closing. In addition to the conditions provided in other
provisions of this Agreement and the Development Agreement, City's obligation to sell the
Initial Takedown Parcel is subJeCt to the fulfillment prior to Initial Takedown Parcel closing date
of each of the following conditions, each of which is for the benefit of City and any or all of
which may be waived by City in writing at its option. The following conditions contamed in this
Section 7.1 are solely for the benefit of City. If any of the foregoing conditions are not satisfied,
City shall have the right, at its sole election, to waive the condition and proceed with the sale of
the Initial Takedown Parcel, or to terminate this Agreement, pursuant to Section 2.4 of this
Agreement. City's conditions to the Initial Takedown Parcel closing are:
7 .1.1 Compliance by Developer. Developer shall have performed, observed,
and complied with all of the covenants, agreements, obligations and conditions required by this
Agreement, the MPD, the PAO, the SEIS and the Development Agreement to be performed,
observed and complied with by it prior to or as of the Initial Takedown Parcel closing date.
KENT STATION PSA -15-
7.1.2 Correctness of Representations and Warranties. The representations and
warranties of Developer stated in this Agreement and the Development Agreement shall be true
and correct on and as of the Initial Takedown Parcel closing date with the same force and effect
as if such representations and warranties had been made on and as ofthe Initial Takedown Parcel
closing date. Developer, by having closed the sale of the Initial Takedown Parcel, shall be
deemed to have certified at the Initial Takedown Parcel closing that all such representations and
warranties were true and correct on and as of the Initial Takedown Parcels closing date.
7.1.3 Development Agreement. The Development Agreement has been
executed by City and Developer and recorded.
7.1.4 Government Approvals Obtained. The Governmental Approvals have
been obtained, and all appeal periods have expired without any appeals having been filed or, if
any appeals were filed, such appeals have been resolved.
7 .1.5 Leasing. Developer has provided City with evidence reasonably
acceptable to City of the existence of executed leases and/or executed purchase agreements with
prospective purchasers or developers affiliated with such prospective purchasers who represent
to the City that such purchaser intends to own and occupy their respective improvements on a
portion of the Initial Takedown Parcel (which shall constitute a separate legal lot and otherwise
comply with the requirements of Section 2.1) for total retail and office uses (including Green
River Community College) of not less than a total of seventy-five thousand (75,000) square feet
for the Initial Takedown Parcel.
7.1.6 Financing for Acquisition oflnitial Takedown Parcel and Construction of
Initial Takedown Parcel Improvements. If requested by City in writing prior to the expiration of
the Developer Feasibility Period, Developer has provided the City with evidence reasonably
acceptable to City that it has a construction and/or development loan or a commitment from
financially qualified investor(s) to provide equity funding in an amount sufficient to pay all
construction and development costs to construct the buildings and improvements contemplated
to be constructed on the Initial Takedown Parcel pursuant to Section 7.1.5 above.
7.1.7 Minimum Retail Uses. Developer has provided a Development Plan for
the Initial Takedown Parcel including building layouts that meets all code requirements and that
demonstrates that at least 90,000 square feet of ground floor retail space is planned for
development on the Initial Takedown Parcel.
7.1.8 CC&Rs. City has approved the CC&Rs and they have been recorded
against the Property.
7.1.9 No Bankruptcy. Neither Developer nor any of its members or managers
(a) has applied for or consented to the appointment of a receiver, custodian or trustee for it or any
of Its property, (b) has become insolvent, (c) has failed generally or admitted in wnting its
inability to pay its debts as they become due, (d) has consolidated, liquidated or dissolved, (e)
has filed a petition or action for relief relatmg to any federal or state bankruptcy, reorgamzation,
msolvency, moratorium or similar statute, or any other law or laws for the relief of or relatmg to
KENT STATION PSA -16-
debtors, or (f) has made an assignment for the benefit of its creditors or entered into an
agreement of composition with its creditors, nor (g) has a petition been filed by or against
Developer or any of its members or managers under any federal or state bankruptcy,
reorganization, insolvency, moratorium or similar statute, or any other law or laws for the relief
of or relating to debtors.
7.1.10 Cross Easements. Developer shall have reserved, established and granted
to and for the benefit of itself, future owners and occupants of space in the Property, their
successors and assigns and their respective customers, invitees and employees, non--exclusive
easements through each legal lot within the Property for (a) vehicular and pedestrian ingress and
egress and for passage of motor vehicles including bicycles into, out of, on, over and across all
private streets, roadways, driveways, bicycle paths and sidewalks now or hereafter located on the
Property, including but not limited to 2nd Place South, which shall connect with James Street on
the north and Ramsay Way on the south, (b) parking of motor vehicles on all surface parkmg lots
now or hereafter located on the Property which are developed with office, commercial, or retail
use, (c) installation and maintenance of landscaping, and (d) installation, operation, maintenance
and repair of water and storm water drainage systems or structures, including underground storm
water detention vaults, water mains, sewers, water sprinkler systems, telephone, cable, fiber optic
or electric conduits or systems, gas mains and other public and private utility lines, connections,
hydrants, drains, meters and appurtenances thereto, which easements shall be in form and
substance reasonably acceptable to City and recorded in the King County real property records
prior to closing of the Initial Takedown Parcel. All utility systems, structures, mains, vaults,
conduits, lines and other utility facilities (a) shall be installed and maintained below the ground
level or surface of the Property, (b) shall be located within five (5) feet of the boundary of each
legal Jot constituting a part of the Property to the extent feasible, (c) shall not interfere with the
use, occupancy or development of any parcel constituting a portion of the Property, or the
occupancy of any parcel by any owner or occupant thereof, (d) shall not interfere with or
diminish the usefulness, capacity or functionality of such utility services to any burdened
owner's parcel, and (e) shall be constructed by Developer in compliance with all requirements of
law, including, but not limited to, the MPD, the PAO, the SEIS and the Development
Agreement. The burdened property owner shall have the right to relocate and adjust any utility
easement at its sole cost and expense. These easements are reciprocal and there will be no
further consideration paid or reimbursement of costs incurred for such easement rights; provided,
however, that Developer shall be entitled to latecomer agreements to the extent allowed under
the Development Agreement.
7 .1.11 Sound Transit Agreement. The Sound Transit Agreement is in full force
and effect. The City will record a deed restriction agamst the Initial Takedown Parcel providing
for reimbursement by Developer or any subsequent owner of the Initial Takedown Parcel to City
for all of the operation and maintenance costs associated with the Sound Transit parking garage
so long as the Sound Transit parking stalls are provided free to the public as descnbed in Section
17.14 below. If alternate free parking is provided by the City pursuant to Section 17.14 below,
the covenant shall provide that Developer shall pay the operation and maintenance costs for the
substitute free parking and for the Sound Transit Garage but only to the extent either location IS
used by the customers of the Initial Takedown Parcel, all as more fully described m Section
17.14 below.
KENT STATION PSA -17-
7.2 Remainder Property Purchase Parcel Closings. In addition to the conditions
provided in other provisions of this Agreement and the Development Agreement, City's
obligation to sell any Remainder Property Purchase Parcel is subject to the fulfillment prior to
each Remainder Property Parcel closmg of each of the followmg conditions, each of which is for
the benefit of City and any or all of which may be waived by City in wnting at its option. The
following conditions contained in this Section 7.2 are solely for the benefit of City. If any of the
foregoing conditions are not satisfied, City shall have the nght, at Its sole election, to waive the
condition and proceed with the sale of the applicable Remainder Property Purchase Parcel, or to
terminate this Agreement pursuant to Section 2.4 of this Agreement. City's conditions to the
Remainder Property Purchase Parcel closings are:
7.2.1 Compliance by Developer. Developer shall have performed, observed,
and complied with all of the covenants, agreements, obligations and conditions required by this
Agreement, the MPD, the P AO, the SEIS and the Development Agreement to be performed,
observed and complied with by it prior to or as of the applicable Remainder Property Purchase
Parcel closing date.
7.2.2 Correctness of Representations and Warranties. The representations and
warranties of Developer stated in this Agreement and the Development Agreement shall be true
and correct on and as of the Remainder Property Purchase Parcel closing date with the same
force and effect as if such representations and warranties had been made on and as of the
Remamder Property Purchase Parcel closing date. Developer, by having closed the sale of the
Remainder Property Purchase Parcel , shall be deemed to have certified at the Remainder
Property Purchase Parcel closing that all such representations and warranties were true and
correct on and as of the Remainder Property Purchase Parcel closing date.
7.2.3 No Default Under Existing Financing. With respect to the Initial
Takedown Parcel, Developer shall represent, or obtain an estoppel certificate from its lender(s)
representing, that there is no default by Developer under the terms of any financing obtained by
it in connection with the acquisition and development of any parcels still owned by Developer,
nor has any event occurred that with the giving of notice, the passage of time, or both, would
give such lender(s) under any such financing the right to declare a default thereunder, or to
accelerate repayment of any indebtedness or to foreclose any mortgage or deed of trust against
any potion of the Property or exercise other remedies with respect to any portion of the Property.
7.2.4 Amendments to CC&Rs. City has approved amendments to the CC&Rs
to include the Remainder Property Purchase Parcel as part of the affected land and such other
amendments as may be reasonably required as a result of the proposed acquisitiOn and
development of the Remainder Property Purchase Parcel, which City approval shall not be
unreasonably withheld or delayed. The CC&R's on the Property and all approved amendments
thereto have been recorded.
7.2.5 Easements. Developer shall have reserved, established and granted to and
for the benefit of Itself, future owners and occupants of space in the Property, their successors
and assigns and their respective customers, invitees and employees, non-exclusive easements for
KENT STATION PSA -18-
(a) parking on all surface parking lots located on the Initial Takedown Parcel and any Remainder
Property Purchase Parcel previously acquired by Developer or any permitted transferee, which
Parcels have been developed with office, commercial or retail buildings, (b) installation and
maintenance of landscaping, and (c) installation, operation, maintenance and repair of water and
storm water drainage systems or structures, including underground storm water detention vaults,
water mains, sewers, water sprinkler systems, telephone, cable, fiber optic or electric conduits or
systems, gas mains and other public and private utility lines, connections, hydrants, drains,
meters and appurtenances thereto. Developer shall also amend any prev10us easements for
vehicular and pedestrian ingress and egress to include private streets, roadways, driveways,
bicycle paths and sidewalks proposed to be constructed on the Remamder Property Purchase
Parcel and grant such other easements as may be reasonably required as a result of the proposed
acquisition and development of the Remainder Property Purchase Parcel, which easements or
amendments thereto shall first be approved by City, which approval shall not be unreasonably
withheld or delayed. All utility systems, structures, mains, vaults, conduits, lines and other
utility facilities (a) shall be installed and maintained below the ground level or surface of the
Property, (b) shall be located within five (5) feet of the boundary of each legal lot constitutmg a
part of the Property to the extent feasible, (c) shall not interfere with the use, occupancy or
development of any parcel constituting a portion of the Property, or the occupancy of any parcel
by any owner or occupant thereof, (d) shall not interfere with or diminish the usefulness,
capacity or functionality of such utihty services to any burdened owner's parcel, and (e) shall be
constructed by Developer in compliance with all requirements of law, including, but not limited
to, the MPD, the P AO, the SEIS and the Development Agreement. The burdened property
owner shall have the right to relocate and adjust any utility easement at its sole cost and expense.
These easements are reciprocal and there will be no further consideration paid or reimbursement
of costs incurred for such easement rights; provided, however, that Developer shall be entitled to
latecomer agreements to the extent allowed under the Development Agreement. Such easements
shall be in form and substance acceptable to City, and shall be recorded in the King County real
property records prior to the issuance of any certificate of occupancy for buildings constructed
on the Initial Takedown Parcel or the Remainder Property Purchase Parcel, as applicable.
7.2.6 No Bankruptcy. Neither Developer nor any of its members or managers
(a) has applied for or consented to the appomtment of a receiver, custodian or trustee for It or any
of its property, (b) has become insolvent, (c) has failed generally or admitted in wntmg Its
inabihty to pay its debts as they become due, (d) has consolidated, hquidated or dissolved, (e)
has filed a petition or action for relief relating to any federal or state bankruptcy, reorgamzation,
insolvency, moratorium or similar statute, or any other law or laws for the rehef of or relating to
debtors, or (f) has made an assignment for the benefit of its creditors or entered into an
agreement of composition with its creditors, nor (g) has a petition been filed by or against
Developer or any of its members or managers under any federal or state bankruptcy,
reorganization, insolvency, moratorium or similar statute, or any other law or laws for the relief
of or relating to debtors.
7.2.7 Mmimum Retail Uses. Developer has provided a Development Plan for
the Property to the City substantially in conformance with Exhibits G and G-1 attached hereto,
mcluding building layouts and parking stalls, that meets all code requirements and the MPD and
KENT STATION PSA -19-
that demonstrates that at least 195,000 square feet of ground floor retail space is proposed for the
Property.
7.2.8 Financing for Acquisition of Remainder Property Purchase Parcel and
Construction of Improvements. If requested by City in writing at least sixty (60) days prior to
the Remainder Property Purchase Parcel closing date, Developer has provided the City with
evidence reasonably acceptable to City that it has a construction and/or development loan or a
commitment from financially qualified investor(s) to provide equity fundmg in an amount
sufficient to pay for the Remainder Property Purchase Parcel.
ARTICLE VIII: CLOSING
Closing shall take place in the offices of Title Company, acting as escrow agent
("Escrow") and shall occur on a date agreed to by City and Developer on or before the dates set
forth in Article II above. Developer and City shall place into Escrow all instruments, documents
and moneys necessary to complete each sale in accordance with this Agreement.
8.1 Delivery to Escrow. On or before each closmg date, the following documents and
moneys shall be delivered to Escrow:
8.1.1 By Citv. Original documents and agreements, duly executed and
acknowledged by Ctty which shall include the followmg, without limitation:
(a) the Bargain and Sale Deed;
(b) a real estate excise tax affidavit;
(c) FIRPT A Affidavit;
(d) cross access, parking, landscaping and ut1hty easements as may be
required in connection with the Developer's acquisition of the Initial Takedown Parcel
and/or other easements required in connection with the acquisitiOn of any Remainder
Property Purchase Parcel , as applicable;
(e) any and all such other documents as may be required by the Title
Company and as are consistent with the provisions of this Agreement; and
(f) City's share of closing costs.
8.1.2 By Developer. Original documents and agreements, duly executed and
acknowledged by Developer, which shall include the following, without limitation:
(a) a real estate excise tax affidavit;
(b) the applicable Purchase Price and Developer's share of closing
costs;
KENT STATION PSA -20-
(c) CC&Rs required in connectiOn with the acquisition of the Initial
Takedown Parcel and/or amendments to the CC&Rs in connection with the acquisitiOn of
any Remainder Property Purchase Parcel, as applicable;
(d) cross access, parking, landscaping and utility easements required in
connection with the acquisition of the Initial Takedown Parcel and/or other easements
required in connection with the acqmsition of any Remamder Property Purchase Parcel,
as applicable; and
(e) any and all other documents and agreements as may be required by
the Title Company and as are consistent with the terms ofth1s Agreement.
8.2 City's Closing Costs. In connection with each closing, City shall pay the cost of
the Title Policy with liability in an amount equal to the Purchase Price for the Parcel being
purchased to the extent of the premium for standard owner's coverage, the real estate excise
taxes, one-halfofthe escrow fees, and City's own attorneys' fees.
8.3 Developer's Closing Costs. In connection with each closing, Developer shall pay
the cost of the Title Policy to the extent in excess of the premium for standard owner's coverage
together with all endorsements to the Title Policy for the Parcel being purchased as requested by
Developer, one-half the escrow fees, all recording fees, all of the Survey costs, all costs
associated with Developer's financing including title premiums and recording costs and
Developer's own attorneys' fees. Developer shall also pay the costs associated with any
amendments to existing easements and CC&Rs.
8.4 Prorations. At closing, all current non-delinquent taxes, assessments and utilities
shall be prorated as of 12:01 AM on the applicable closing date, based upon a 365-day year.
ARTICLE IX: POSSESSION
Developer shall be entitled to possession of the applicable Parcel on closing, free and
clear of all liens, encumbrances and exceptions other than the Permitted Exceptions, and any
liens, encumbrances or other exceptions ansing through the actions of Developer or its agents,
employees or consultants. City shall deliver the applicable Parcel free of any improvements and
free of waste, rubbish, or debris.
ARTICLE X: REPRESENTATIONS AND WARRANTIES OF CITY
10.1 Representations and Warranties of City. C1ty hereby represents and warrants, as
of the Effective Date and as of each closing date, that:
10.1.1 Organization. City IS a mumcipal corporation, duly organized and validly
existing and m good standing under the laws of the State of Washington.
KENT STATION PSA -21-
10.1.2 Authority. Pursuant to City Council Resolut10n No. adopted
---------.,..---:-::---::-' 2004, the City Council authorized its Mayor to execute and deliver
this Agreement on behalf of City.
1 0.1.3 Litigation. There is no litigation pending or, to City's knowledge,
threatened in writing, against City before any court or administrative agency which might result
m City being unable to consummate the sale of all or any portion of the Property pursuant to this
Agreement.
10.2 Survival and Indemnification. All of the representations and warranties of City
contamed in th1s Article X shall survive the applicable closing dates for a period of two (2) years.
ARTICLE XI: REPRESENTATIONS AND WARRANTIES OF DEVELOPER
11.1 Representations and Warranties of Developer. Developer hereby represents and
warrants, as of the Effective Date and as of each closing date, that:
11.1.1 Organization. Developer is a limited liability company, duly organized
and validly existing and in good standing under the laws of the state of Washington and is duly
qualified to enter into and perform its obligations under this Agreement.
11.1.2 Authority. Developer has full right, title, authonty and capacity to execute
and perform this Agreement and to consummate all of the transactions contemplated herein, and
the individual(s) who on Developer's behalf execute and deliver this Agreement and all
documents to be delivered to City hereunder are and shall be duly authorized to do so.
11.1.3 Consents or Approvals. No consent, approval, permission or authorization
of any person with an ownership interest m Developer, or any of its managers or members or
with a lien on any asset of Developer, its managers or members or holders of any mdebtedness of
Developer or any of its mangers, or members is necessary in connection with the execution,
delivery and performance of this Agreement and the Development Agreement except as may
have already been obtained by Developer, its managers or members and copies delivered to City.
11.1.4 No Violation. The execution, delivery or performance of this Agreement
and the Development Agreement and the consummation of the transactiOns contemplated herein
and therem and compliance with the terms and provisions hereof or thereof to be performed by
Developer does not conflict with or result in a breach of any of the terms, conditions, or
provisions of the certificates of formation or operating agreements of Developer or any of its
members or of any requirement of law or constitute a default hereunder or thereunder.
11.1.5 Litigation. There is no pendmg or threatened (in wntmg) lit1gat10n, tax
claim, action or other proceeding or dispute of any nature whatsoever affecting Developer or any
member or manager of Developer before any federal or state court, department, commission,
board, bureau, public authority, arbitrator or government regulator which could have a material
adverse effect on the ability of Developer or any of its members or managers to carry out its
obligatiOns under this Agreement or the Development Agreement.
KENT STATION PSA -22-
11.1.6 Financing. As to the Initial Takedown Parcel only, Developer has
obtained as of the closing date either a loan commitment from a financial institutwn to provide
Developer with a construction and/or development loan or a commitment from financially
qualified investor(s) to provide equity funding, in an amount sufficient to construct the buildings
and other improvements described in Sections 7.1.5 and 7.1.7.
11.1. 7 Non discrimination.
11.1. 7.1 Nondiscrimmation in Emplovment. Developer shall not
discriminate on the basis of race, color, sex, religion, national origin, creed, marital status, age or
the presence of any sensory, mental or physical handicap m employment or application for
employment. Developer shall comply fully wtth all applicable federal, state and local laws,
ordinances, executive orders and regulations which prohibit discrimination. These laws include,
but are not limited to, Chapter 49.60 of the Revised Code of Washington, and Titles VI and VII
of the Civil Rights Act of 1964.
11.1.7.2 Nondiscrimination in Leasing and Use of tlte Property.
Developer will not and shall incorporate provisions into its leases wttlt tenants which state that
such persons shall not discriminate against or segregate any person or group of persons, on the
basis of race, color, creed, religion, political ideology, age (except legitimate minimum age and
retirement provisions), sex, marital status, sexual orientation, national origin, veteran status or
the presence of any sensory, mental or physical handicap in the sale, lease, sublease, transfer,
use, occupancy, tenure or enjoyment of all or any portion of the Property.
11.1.8 No Land Speculation. Developer represents and agrees tltat the Property
will be used for the purpose of timely redevelopment as set forth in tlte Development Agreement
and not held by Developer for speculation in landholding. For purposes of this Agreement,
"Land Speculation" is defined as Developer acquiring a parcel and Developer not commencing
construction within twelve (12) montlts for the Initial Takedown Parcel or according to the
schedule in Section 17.8.6 for the Remainder Property Purchase Parcel(s), as applicable, which
failure to commence construction is not due to an act of Force Majeure. Force Majeure shall
mean strikes, riots and judicial actions by federal or state governmental agencies tltat enjoin
construction on the Property, acts of God, war or acts of terrorism. Developer understands and
agrees that City would not have entered into this Agreement but for this representation and tltat
the following factors and the qualification and expertise and experience of Developer and its
members m tlte development of real property are of particular concern to the community and the
City:
(a) The importance of the redevelopment of the Property to the general
welfare oftlte community;
(b) The adoption by the City of the Planned Action Ordinance and the
SEIS for the Kent Station Project;
KENT STATION PSA -23-
(c) The fact that the each Parcel of the Property ts not to be acquired
or used for Land Speculation, but only for development in accordance with this Agreement and
the Development Agreement;
(d) The reliance by the City upon the unique qualifications and ability
of the Developer to serve as the catalyst for development for the Property; and
(e) The fact that there will be no change in ownership or control of the
Developer or any member or any manager therein, nor any transfer of all or any portion of the
Property by Developer except as provided in section 17.8 of this Agreement, without the prior
written consent of City, which consent may be withheld by City in its sole and absolute
discretion.
11.1.9 Job Creation. Monitoring and Documentation.
11.1.9.1 Communitv Development Block Grant Requirements.
Developer acknowledges that City acquired a part of the Property with proceeds of a United
States Department of Housing and Urban Development Community Development Block Grant
(CDBG) float loan from King County ("Lender") which requires that the City, any private
developer, such as Developer who acquires all or any portion of the Property and all subsequent
owners of the Property comply with the following CDBG regulations for job creation and
retentwn: (1) at least 51% of the permanent full-time equivalent JObs created by the
development of the Kent Station Project shall be held by persons from low and moderate income
households, defined by HUD as households with annual incomes less than 80% of the area
median, and (2) a minimum of 258 total permanent full-time equivalent jobs be created on or
before June 13, 2014.
11.1.9.2 Job Creation Summary Form. City, Developer and any
subsequent owners of all or any portion of the Property shall provide letters to tenants requesting
each tenant to provide documentation regarding the specific job titles and number of permanent
full-time equivalent jobs to be created and the household size and annual household income of
persons subsequently hired for those jobs. The information shall be provided in a format
approved by Lender. King County Job Creation Summary Form and King County Employee
Verification Form, copies of which are attached hereto as Exhibits E and _E, respectively, and by
thts reference incorporated herein are the currently acceptable formats. City, Developer and any
subsequent owners of all or any portion of the Property shall use HUD income gutdelmes m
effect at the time of hiring, which income guidelines shall be obtained from Lender. Developer
shall not be in default under this Agreement if Developer has provided such letters to its tenants
requestmg such documentation and has provided tenants with the applicable King County forms
together with a postage prepaid envelope addressed to City.
11.1.9.3 Covenant Running with the Land. The requirements set
forth in Secttons 11.1.9.1 and 11.1.9.2 above shall constitute a covenant running with the land
which affects the Property and shall be set forth in a covenant m favor of Lender, whtch
covenant shall be in form and substance satisfactory to Lender. Such covenant shall be recorded
in the real property records of King County, Washington upon execution of this Agreement.
KENT STATION PSA -24-
Such covenant shall terminate, with the pnor written consent of Lender, upon completion of the
Kent Station Project on the Property as defined in the Loan Agreement between City and Lender.
11.1.9 .4 Specific Performance of Covenant. Developer
acknowledges that City will be irrevocably damaged in the event of a breach of the covenant
described in Section 11.1.9.3 and agrees that City shall be entitled to pursue all rights and
remedies at law and in equity under this Agreement, includmg, without limitation, specific
performance of the obligations of Developer under the covenant and City shall have the nght to
contact Developer's tenants and the employees of Developer's tenants dtrectly to obtam the
necessary information and documentation.
11.2 Survival. All of the representations and warranties of Developer contained in this
Article XI shall survive each applicable closing date for a term of two (2) years (with the
exception of the representations set forth in Sections 11.1. 7 and 11.1.9).
ARTICLE XII: ENVIRONMENTAL CONDITION OF PROPERTY
Developer has been allowed to make an inspection of the Property and has knowledge as
to the past use of the Property and is aware of the condition of the Property. DEVELOPER
ACKNOWLEDGES THAT, SUBJECT TO THE TERMS OF SECTION 5.2 ABOVE,
DEVELOPER IS PURCHASING THE PROPERTY ON AN "AS IS WITH ALL
FAULTS" BASIS WITH ANY AND ALL PATENT AND LATENT DEFECTS.
INCLUDING THOSE RELATING TO THE ENVIRONMENTAL CONDITION OF THE
PROPERTY, AND THAT DEVELOPER IS NOT RELYING ON ANY
REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED OF ANY KIND
WHATSOEVER FROM CITY AS TO ANY MATTERS CONCERNING THE
PROPERTY, including the physical condition of the Property and any defects thereof, the
presence of any Hazardous Substances, wastes or contaminants, in, on, about, within or under the
Property or any subsurface strata or groundwater, the condition or existence of any of the above
ground or underground structures or improvements in, on or under the Property, the condttlon of
title to the Property and the easements or other agreements affecting the Property. Developer is
aware of the risk that Hazardous Substances and contaminants may be present on the Property
and indemnifies, holds harmless and hereby waives, releases and discharges forever City from
any and all present or future claims or demands, and any and all damages, loss, injury, liability,
claims or costs, including fines, penalties and judgments and attorneys' fees arising from or in
any way related to the condition of the Property or the alleged presence, use, storage, generatiOn,
manufacture, transportation, release, leak, spill, disposal or other handling of any Hazardous
Substances or contaminants in, on, about, within or under the Property or any subsurface strata or
groundwater, subject, however to the City's obligations under Section 5.2 above. Losses shall
include without limitation (a) the cost of any investigation, removal, remedial or other response
action that is required by any Environmental Law, that is required by judicial order or by order of
or agreement with any governmental authority, or that is necessary or otherwise is reasonable
under the circumstances, (b) capital expendirures necessary to cause the Ctty's remaming
property or the operations of the Ctty on its remaming property to be in compliance with the
requirements of any Environmental Law, (c) losses for injury or death to any person, and (d)
losses arismg under any Environmental Law enacted after transfer of the Property from City to
KENT STATION PSA -25-
Developer. The rights of City under this Article XII shall be in addition to and not in lieu of any
other rights or remedies to which it may be entitled under this Agreement, the bargain and sale
deed(s) transferring title to the Property or otherwise. This indemnity specifically includes the
obligations of Developer to remove, close, remediate, reimburse or take other actions requested
or required by any governmental agency covering any Hazardous Substances or contammants on
the Property; subject, however, to City's obligations under Section 5.2 above.
The term "Environmental Law" means any federal, state or local statute, regulation, code,
rule, ordinance, order, judgment, decree, injunction or common law pertaining in any way to the
protection of human health or the environmental including without limitation, the Resource
Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation
and Liability Act, the Toxic Substance Control Act, the Model Toxics Control Act and any
similar or comparable federal, state or local law.
The term "Hazardous Substance" means any hazardous substance, toxic, radioactive or
infectious substance, material or waste as defined, listed or regulated under any Environmental
Law, and includes, without limitation, petroleum oil and any of its fractions.
These representations, releases, warranties and mdernnities, as well as those set forth in
Article V, shall survive each closing.
ARTICLE XIII: NOTICES
Wherever in this Agreement notice is required to be given, such notice shall be in
writing, addressed to the person entitled to such notice, and shall be sent by either (i) personal
service, (it) recognized overnight express service which customarily maintams a
contemporaneous permanent delivery record, or (iii) fax transmission, to the fax number of such
person as set forth in this Agreement, or such other fax number as is designated in writing from
time to time. The notice shall be deemed delivered on the earlier of (i) the date of actual dehvery
by personal service, (ii) the delivery date as shown in the regular business records of the
overnight courier service, or (iii) the date of actual receipt by the recipient, as the case may be.
A copy of each notice shall be sent to:
If to City:
with a copy to:
KENT STATION PSA
CITY OF KENT
220 Fourth Avenue
Kent, W A 98030
Attn: City Clerk
Fax: (253) 856-6725
CITY OF KENT
220 Fourth Avenue
Kent, W A 98030
Attn: City Attorney
Fax: (253) 856-6770
-26-
If to Developer:
With a copy to:
KENT STATION LLC
c/o Tarragon L.L.C.
Attn: Joseph D. Blattner
1000 Second A venue, Suite 3200
Seattle, W A 981 04
Fax: (206) 233-0260
Jameson Babbitt Stites & Lombard, PLLC
999 Third Ave., Suite 1900
Seattle, W A 981 04
Attn: Anne DeVoe Lawler
Fax: (206) 292-1995
ARTICLE XIV: BROKERAGE COMMISSIONS
Each party represents to the other that no brokerage commission, finder's fee, acquisition
fee or like payment arises through such party with regard to the sale of the Property by City to
Developer pursuant to this Agreement. Developer shall be responsible for payment of all
brokerage commissions, finder's fees, acquisition fees or other like payments which arise in
connection with the lease of all or any portion of the Property or any subsequent sale of all or
any portion of the Property by Developer to any person. Each party shall defend and mdemnify
the other party and hold the other party harmless from and against any claim, liability, loss or
expense for any brokerage commission, finder's fee, acquisition fee, or like payment asserted
against the indemnified party arising out of any agreement entered mto by the indemnifying
party m connection with this Agreement, or otherwise arising through the indemnifying party.
The obligations of the parties under this Article XIV shall survive the applicable closing dates.
ARTICLE XV: DAMAGE OR CONDEMNATION PRIOR TO CLOSING
In the event that prior to any closing date, the Property is destroyed or materially
damaged, or if condemnation proceedings are threatened against a matenal portion of the
Property, either party shall have the right by giving written notice of such deciston to the other
within fifteen (15) business days after receiving written notice from City of such damage,
destruction or condemnation proceedings to terminate this Agreement, in which event this
Agreement shall automatically terminate, all Earnest Money previously paid in cash pursuant to
Article III above and not applied to previous Parcel closings will be rerumed to Developer, all
work product prepared by or on behalf of Developer for development of the Kent Station ProJect
shall immediately and without payment of additional consideration be assigned to City, and
neither party shall have any further rights or obligations to the other under this Agreement.
Upon termmation of this Agreement Developer will thereafter have no nghts to purchase any
remaining portions of the Property. If neither party elects to terminate thts Agreement, the
Agreement shall remain in full force and effect, Developer shall accept the Property m its then
condition and state of repair, the applicable Purchase Price shall not be affected thereby and all
proceeds of insurance or condemnation awards payable to City by reason of such damage,
destructiOn or condemnation, if any, shall be paid or assigned to Developer upon closmg. In the
event Developer elects to complete the purchase of the Property, it is expressly agreed that City
KENT STATION PSA -27-
shall have no obligation to repair or restore same. Notwithstanding anything to the contrary set
forth herein, any damage to the Property prior to the applicable closing as a result of Developer's
inspections shall be the responsibility of Developer, and City shall have no obligation to repair It.
ARTICLE XVI: DEFAULT AND REMEDIES
16.1 Developer's Remedies. In the event of a default by City of any of its covenants,
representations, warranties or other agreements set forth in this Agreement, which default is not
cured within ten (10) days after the City's receipt of written notice of default, Developer may
elect (i) nevertheless to proceed with the purchase of the applicable Parcel, and to pursue specific
performance of this Agreement, or (1i) to terminate this Agreement by wntten notice to City
delivered prior to the applicable closing date in wh1ch event this Agreement shall automatically
terminate, Developer shall recover as its sole and exclusive remedy all Earnest Money paid in
cash pursuant to Article III above which have not previously been applied to previous Parcel
closmgs as agreed upon liquidated damages, and the Developer waives any other rights or
remedies available to it at law or equity. The parties agree that the damages that would be
mcurred by Developer in such event would be difficult or impossible to determine with precision
and that the amount of the cash Earnest Money is reasonable in light of such difficulty or
impossibility and the nature of the Property. Upon such termination and payment of the
unapplied cash Earnest Money the parties shall have no further rights and obligations to the other
under this Agreement.
16.2 Citv's Remedies. Notwithstanding anything herein to the contrary, in the event of
a default by Developer under this Agreement or the Development Agreement, which default is
not cured within ten (10) days after Developer's receipt of written notice of such default, City
shall be entitled to terminate this Agreement by written notice to Developer, whereupon all
Earnest Money previously paid in cash pursuant to Article III above, and not applied to previous
Parcel closmgs will be forfeited to City and all work product prepared by or on behalf of
Developer for development of the Kent Station Project (which product is not proprietary and
which product is in Developer's possession) shall immediately and without payment of
additiOnal consideration, be assigned to City and neither party shall have any further nghts or
obligations to the other under this Agreement. If the City elects to terminate the Agreement the
parties agree that the damages that would be incurred by the City in the event of Developer's
default would be difficult or impossible to determine with precision and that the amount of the
cash Earnest Money is reasonable in light of such difficulty or impossibility. Alternatively, the
City may pursue specific performance of the obligations of Developer under Sections 2.2, 5.2,
11.1. 7 and 11.1.9 of this Agreement. Upon termination of th1s Agreement, Developer will
thereafter have no rights to purchase any remaining portions of the Property.
ARTICLE XVII: MISCELLANEOUS
17.1 Attorneys' Fees. Each party will be responsible for payment of the legal fees of
its counsel in the event of any litigation, arbitration or other proceeding brought to enforce or
mterpret or otherwise arising out of this Agreement.
KENT STATION PSA -28-
17.2 Counterparts: Fax. This Agreement may be executed in one or more identical
counterparts, each of which shall constitute an original and all of which shall constitute but one
original and may be delivered by fax transmission.
17.3 Entire Agreement. This Agreement, the Development Agreement, the MPD, the
P AO and the SEIS and the exhibits attached to any of the foregoing documents constitute the
entire understanding between the parties hereto with respect to the transactions contemplated
herein or therein, and all prior or contemporaneous agreements, understandings, representations
and statements, oral or written, are merged into such agreements.
17.4 Modification. Neither this Agreement nor any provision hereof may be waived,
modified, amended, discharged or terminated except as expressly provided herem or by an
instrument in writing signed by the party against which the enforcement of such waiver,
modification, amendment, discharge or termination is sought.
17.5 Governing Law: Venue. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of Washington, and the parties agree that venue
shall lie exclusively in King County Superior Court. The parties hereto consent to the
jurisdiction of the King County Superior Court and waive the right to file suit elsewhere.
17.6 WAIVER OF JURY TRIAL. CITY AND DEVELOPER HEREBY WAIVE
ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM ARISING OUT OF THIS
AGREEMENT, OR THE DEVELOPMENT AGREEMENT, WHETHER NOW OR
HEREAFTER ARISING AND WHETHER SOUNDING IN CONTRACT, TORT OR
OTHERWISE AND HEREBY CONSENT AND AGREE THAT ANY SUCH CLAIM SHALL
BE DECIDED BY TRIAL WITHOUT A JURY. EITHER PARTY HERETO MAY FILE AN
ORIGINAL COUNTERPART OR COPY OF THIS SECTION WITH ANY COURT AS
WRITTEN EVIDENCE OF THE WAIVER AND AGREEMENT CONTAINED HEREIN.
17.7 Binding Effect. This Agreement shall be binding upon and shall mure to the
benefit of the parties hereto and their respective permitted successors and assigns.
17.8 Restrictions on Transfers of Interest in Developer or Assignment of this
Agreement.
17.8.1 Personal Services Contract. Developer acknowledges that City is relying
upon the personal knowledge, expertise and experience of the Developer, Its member Tarragon
L.L.C., and its respective principals, Joseph Blattner and Michael Corliss, in entering into this
Agreement and the Development Agreement. Developer further acknowledges that its rights
under this Agreement and the Development Agreement may not be sold, transferred, conveyed,
assigned, encumbered or pledged, in whole or in part, voluntarily or involuntarily, or by
operatiOn of law, nor may Developer delegate or assign its duties and obligations under this
Agreement or the Development Agreement except as set forth in this Section 17.8 without the
pnor written consent of the City, which consent may be withheld by City in Its sole and absolute
discretion.
KENT STATION PSA -29-
17.8.2 Restrictions on the Transfer oflnterests in Developer. At all times during
the term of this Agreement, Developer may sell, transfer, convey or assign interests in Developer
and any member in Developer so long as Tarragon L.L.C. or Joseph Blattner and/or Michael
Corliss individually or collectively have at least a twenty percent (20%) ownership interest in
Developer and at least one of Joseph Blattner or Michael Corliss has a matenal and active
involvement in the ongoing management and development of the Kent Station Project.
17.8.3. Permitted Assignees. Developer shall have the right to assign all or a
portion of the Agreement to single asset limited liability company entities so long as Tarragon
L.L.C. or Joseph Blattner and/or Michael Corliss individually or collectively holds at least a 20%
ownership interest in each such assignee, and at least one of Joseph Blattner or Michael Corliss
has a material and active involvement m the ongoing management and development of the Kent
Station Project. Any such assignee shall be defined to be a "Permitted Assignee".
17 .8.4 Limitations on Sale of Property. Except as otherwise set forth in th1s
Agreement, Developer shall not sell, transfer, convey, or assign, voluntarily, involuntarily, by
operation of law or otherwise: all or any portion of the Property previously acquired by
Developer pursuant to this Agreement, to any person other than a Permitted Assignee pursuant to
Section 17.8.3 above without the prior written consent of City, which consent may be withheld
by City in its sole discretion, until Developer has satisfied the following conditions:
17.8.4.1 Sale of Vacant Land.
(a) Sale of Vacant Land to User/Purchaser. If, prior to June 30,
2007, Developer determines that it wants to dispose of all or part of the Imtial Takedown Parcel
or any portion of the Remainder Property Purchase Parcel(s) which Developer has already
purchased to a user/purchaser after Developer has purchased the land from the City (each, a
"Resale Parcel"), which land is "Vacant" (as hereinafter defined), then Developer must provide
written notice to City of its intention to dispose of the Resale Parcel ("Resale Notice").
Developer thereafter may sell a portion of a Vacant Initial Takedown Parcel or any Remainder
Property Purchase Parcel( s) to any user/purchaser (or developer affiliated with such person) if
Developer and such user/purchaser represent to City at the time of closing that such
user/purchaser intends to develop, own and occupy its respective improvements on the Parcel
(which shall constitlite a separate legal lot and otherwise comply with the requirements of
SectiOns 2.1 and 2.2). In such event, and if the closing occurs prior to June 30, 2007, Developer
shall cause to be paid to City out of closing proceeds a sum equal to 50% of the net sales
proceeds. Net sales proceeds are defined to be consideration per square foot received in excess
of the per square foot price paid by Developer to the City for the property sold, less all
reasonable and customary planning, permitting and construction costs actually incurred by
Developer and supported by invoices, in making improvements specific for the Parcel (or portion
thereof, as applicable), and to close such sale (such as brokerage commissions related to the sale,
title issuance, survey costs, excise tax and escrow fees). After June 30, 2007, the Developer
shall have the right to sell to user/purchaser without splitting the proceeds with the City. In any
sale, all user/purchasers shall be bound by the MPD, Development Agreement, the CCR's to be
recorded against the property, and all other covenants herein regardmg the development of the
Parcels. For purposes of this Section 17.8, "Vacant Land" refers to legal lots which (i) have not
KENT STATION PSA -30-
been developed beyond infrastructure improvements or surface parking and (ii) do not contain
parkmg that is required by the City code for existing uses in the Kent StatiOn Project.
(b) Sale ofVacant Land to Developer. If the Developer intends to
sell and if the sale of a Vacant Land is to a non-user purchaser (i.e. another developer), and if the
sale is to occur before the later to occur of (i) June 30, 2010 or (ii) the date by which Developer
has Commenced Construction (as defined in Section 2.3) of 200,000 square feet of building
Improvements (which square footage must include at least 130,000 square feet of retail building
improvements), then the City shall have the right to repurchase all of the remaining Vacant Land
then owned by Developer at the price per square foot paid by Developer to City for such Vacant
Land plus the allocable cost of any infrastructure improvements already made to the Vacant
Land by Developer (i.e. roads, sidewalks, landscaping and utilities). City shall provide wntten
notice to Developer within ninety (90) days following receipt of Developer's written notice of
intent to sell property of the City's intent to purchase or not purchase the property. If City
notifies Developer of its intent to purchase, then the sale shall close within 120 days after the
date of the City's notice. Ifthe sale of Vacant Land is to a non-user purchaser, and if the sale is
to occur after the trigger date noted in the preceding sentence but before June 30, 2014, then
Developer shall grant the City a nght of first refusal on such offer. The City shall have 30 days
m which to exercise this right of first refusal by written notice to Developer. If the right of first
refusal is exercised, the transaction shall close according to the terms of the offer provided the
closing will be no later than 120 days after the City exercises it's right of first refusal. If the City
does not so timely exercise its right of first refusal or right to repurchase, and if the Developer's
proposed sales transaction thereafter fails to close within twelve (12) months from the earlier of
(i) the date of the City's notice that it does not intend to exercise its right of first refusal or right
of repurchase, as applicable, or (ii) the expiration of the period for the City to exercise Its right of
first refusal or right to repurchase, then in such event, the City's right of first refusal and nght of
repurchase shall revive. The right of first refusal and right to repurchase shall terminate on June
30, 2014. In any such sale, the non-user purchaser shall be bound by the MPD, Development
Agreement, and all covenants herein regarding the development of the Parcels.
17.8.4.2 Sale oflmproved Property. If Developer determines that It
wishes to dispose of all or part of the Initial Takedown Parcel improved with buildings
("Improved Initial Parcel") then it must have certificates of occupancy for at least seventy-five
thousand (75,000) square feet of retail and office uses, including the cinema with respect to the
Improved Initial Parcel and must have completed or be Constructing at least 75,000 square feet
of improvements within the Remainder Property Purchase Parcel(s) at the time of the closing of
the sale of the Improved Initial Parcel.
17.8.5 Right to Purchase. If the Developer has not Commenced Construction on
the Initial or Remainder Property Purchase Parcel(s) according to the schedule in Section 17.8.6
below, then the City shall have the right to purchase from Developer all or any Vacant Land
already purchased by Developer where Construction has not Commenced (the "Repurchase
Parcel") at the per square foot price paid by Developer to City for the Repurchase Parcel plus
the allocable cost of any infrastructure improvements already made to the Repurchase Parcel by
Developer (i.e. roads, sidewalks, landscaping and utilities). City shall provide written notice to
the Developer within ninety (90) days following expiration of the dates in SectiOn 17.8.6 below,
KENT STATION PSA -31-
as they may be extended pursuant to Section 17.8.7 below, of the City's intention to purchase the
Repurchase Parcel and must close on the purchase within one hundred twenty (120) days
following delivery of such notice to Developer or its right to purchase the Repurchase Parcel
terminates.
17.8.6 Development Timetable for Acquisition and Development ofParcels. The
Developer must acquire Parcels and commence constructlon of at least the followmg m1mmum
square footage by the dates set forth below:
Remainder Parcel Development Total Development Total Retail
Purchase Deadlines* Performance Square Footage Development Square
Deadline (cumulative)** Footage
(cumulative)***
June 30, 2004 June 30, 2005 75,000 square feet 0
June 30, 2006 June 30, 2008 150,000 square feet 110,000 square feet
June 30, 2008 June 30, 2010 200,000 square feet 130,000 square feet
June 30, 2010 June 30, 2012 250,000 square feet 140,000 square feet
June 30, 2012**** June 30, 2014 300,000 square feet 150,000 square feet
* Remainder Parcel Purchase Deadlines are those dates by which Developer must
purchase sufficient land (as demonstrated by a submission of a Development Plan
in accordance with Section 2.2) to support the construction of the correspondmg
Total Development Square Footage required by the corresponding Development
Performance Deadline.
** Total square footage (cumulative) refers to square footage of any and
all types of uses allowed under the MPD, which square footage is either
under construction or has been constructed by applicable date m Colunm
2.
*** Total retail square footage (cumulative) is that portion of the square
footage in colunm 4 which must be retail square footage (which includes a
cinema) for which Construction has Commenced or Construction of
buildings has been completed by the applicable date in Column 2.
For example, if by January 1, 2007, Developer has constructed a total of
180,000 square feet, of which 130,000 square feet are retail, then
Developer will have met the overall square footage requirement for and
through June 30, 2008, and the overall retail square footage requirement
for and through June 30, 2010.
****All of the Remainder Property must be purchased by this date.
17.8.7 Extension Fees. The Developer may extend each of the applicable
Development Performance Dates (with the exception of June 30, 2005) in Section 17.8.6 by 12
KENT STATION PSA -32-
months by paying an extension fee equal to $0.375 per square footage for the applicable deadline
(collectively referred to as the "Extension Fees").
17.9 Non-Waiver of Governmental Rights. Nothing contained in this Agreement shall
require the City to take any discretionary action relating to development of improvements to be
constructed on the Property as part of the Kent Station Project, including, but not limited to,
approval of the MPD, zoning and land use decisions, permitting or any other governmental
approvals.
17.10 Survival of Provisions. Except as otherwise expressly provided herein, the
covenants, representations, agreements, terms and provisions contained herein shall survive the
applicable closings and shall not be deemed to have merged with or into the deeds.
17.11 Time.
17.11.1 Time is of the Essence. Time is of the essence of this Agreement
and of each covenant and agreement that is to be performed at a particular time or within a
particular penod of time. However, if the final date of any period which is set out m any
provision of this Agreement or the applicable closing date falls on a Saturday, Sunday or legal
holiday under the laws of the United States, or the State of Washington, then the time of such
period or the closing date, as the case may be, shall be extended to the next date which is not a
Saturday, Sunday or legal holiday.
17.11.2 Legal Actions. In the event an injunction is issued by a court of
competent jurisdiction which prevents a party from performing an obligation under this
Agreement, or in the event that a lis pendens is filed against the Property or litigation in filed by
a third party which involves the Property or this Agreement, then in any such event any time
periods set for each party's performance shall be extended until the date such injunction is
dissolved, any lis pendens is quashed and any such litigation is resolved with all appeal periods
having been exhausted. City shall use reasonable efforts to address and resolve such matters so
that they are not matters of record within five (5) years from the date such matters arise,
provided, however, that City shall not be required to pay money, settle such claim or post a bond.
Developer agrees to cooperate with the City in resolving these matters, provided that the
Developer shall not be required to pay any money.
17.11.3
Property Purchase Parcels.
End of the Tolling Period for Purchase oflmttal and/or Remainder
17.11.3.1. Initial Takedown Parcel. Notwithstanding anything to the contrary
set forth herein, if the legal actions referred to in SectiOn 17.11.2 arise or are in place after June
15, 2004, and if Developer has deposited its Earnest Money into escrow, then in such event, the
tolling period for the legal actions shall end at the earlier of the resolution of the legal actiOns as
described in Section 17.11.2 above or June 30, 2005 (subject to SubsectiOns (a) and (b) below).
(a) If the legal actions are still pending as of June 30, 2005, and if as of
that date the MPD has not been changed substantially and Developer has met the leasing
KENT STATION PSA -33-
reqmrements in Section 7.1.5 above, then in such event Developer must elect to watve the legal
action as a condition precedent to closing, and close the transaction of the Initial Takedown
Parcel by August 31,2005, or terminate the agreement in writing no later than July 15,2005. In
the event of termination by Developer pursuant to this Section 17.11.3.l(a), Developer shall
forfeit the Initial Earnest Money Deposit and any applied portion of the Second Earnest Money
Deposit, but shall be entitled to the return of any unapplied portion of the Second Earnest Money
Deposit.
(b) If, on the other hand, the legal actions are stlll pending as of June 30,
2005 and Developer either cannot the meet the leasing requirements in Section 7 .1.5 above or the
MPD has changed substantially, then in etther event Developer must elect to waive the legal
actions as a condition precedent to closing, and close the transaction regarding the Initial
Takedown Parcel by August 31, 2005, or terminate the agreement in writing no later than July
15, 2005. In the event of terminatiOn by Developer pursuant to th1s Section 17.11.3.1(b),
Developer shall be entitled to receive a refund of all of its Earnest Money deposits.
17.11.3.2. Remainder Property Purchase Parcels. Notwithstanding anything
to the contrary set forth herein, if the legal actions referred to in Section 17.11.2 arise or are m
place after the date Developer has given a Remainder Property Purchase Parcel Purchase Not1ce,
and if Developer has deposited all required Earnest Money into escrow, then in such event, the
tolling period for the legal actions shall end at the earlier of the resolution of the legal actions as
described in Section 17.11.2 above or twelve (12) months after the closing date for the applicable
Remainder Property Purchase Parcel (subject to Subsections (a) and (b) below).
(a) If the legal actions are still pending as of the twelfth (12'h) month, and
if as of that date the MPD has not been changed substantially and Developer has met the leasing
requirements in Section 7.1.5 above for the applicable Remainder Property Purchase Parcel, then
in such event Developer must elect to waive the legal actlon as a condition precedent to closing,
and close the transaction of the Remamder Property Purchase Parcel, or terminate the agreement
in writmg no later than the end of the thirteenth (13 1h) month. In the event of termmat10n by
Developer pursuant to thts Section 17.11.3.2(a), Developer shall forfeit the Initial Earnest Money
Deposit and any applied portion of the Second Earnest Money Deposit, but shall be entitled to
the return of any unapplied portion of the Second Earnest Money Deposit.
(b) If, on the other hand, the legal actions are still pending as of the end of
the twelfth (12 1h) month and Developer either cannot the meet the leasing requirements in
Section 7.1.5 above or the MPD has changed substantially, then in either event Developer must
elect to waive the legal actions as a condition precedent to closing, and close the transaction
regarding the Remainder Property Purchase Parcel, or terminate the agreement in writing no later
by the end of the thtrteenth (13th) month. In the event of termination by Developer pursuant to
this Section 17.11.3.2(b), Developer shall be entitled to receive a refund of all of Its Earnest
Money deposits.
17.11.4 End of Tolling Period After Purchase of Parcels. If the legal
actions referred in Section 17.11.2 above arise or are in place after Developer has purchased any
KENT STATION PSA -34-
of the Parcels, and if Developer can reasonably demonstrate to the City that such legal actions
are preventing Developer from securing commercially reasonable construction financing, then m
such event, Developer's obligations under Section 17.8 above shall be tolled until the earlier to
occur of the resolutions of the legal actions described in Section 17.11.2 above or thirty (30)
months after the applicable closing date for the respective Parcels.
17.12 Exhibits. The Exhibits hereto are made a part of and incorporated into thts
Agreement.
17.13 Further Acts. The parties shall execute and deliver such further instruments and
documents, and take such other further actions, as may be reasonably necessary to carry out the
mtent and provisions of this Agreement.
17.14 Sound Transit Parking Fees. If at any time within the cinema lease term
negotiated with the owner, but not to exceed 40 years following the Imtml Takedown Parcel
closmg date, Sound Transit commences charging for parking within the Sound Transit Parking
Garage, City agrees to provide an equal number of public parking spaces within or adjacent to
the boundaries of the PAO south of James Street (the location of which is subject to Developer's
prior reasonable approval) which shall be available without charge to members of the public after
12 noon so long as the cinema owner, operator or tenant is operating a multiplex theatre in
accordance with the terms of its lease and there is no uncured default under its lease. In addition,
and from the time Sound Transit commences charging for parking and until the date upon which
the Ctty decides to and does make alternate free parking available, the City shall develop a
voucher system whereby the City will have responsibility for all parking fees charged by Sound
Transit to cinema patrons who park in the Sound Transit Parking Garage. The City's
responsibility to provide such additional public parking or vouchers set forth above shall
automatically terminate upon the earlier of: (a) the termination of the cinema tenant lease in
accordance with its terms, whether upon expirat10n of the term thereof, as a result of a default
thereunder by tenant or otherwise, unless Developer releases the cinema to another cinema
operator within 365 days from the termination of the earlier cinema lease; or (b) the cinema
tenant ceases to operate a multiplex theatre on Initial Takedown Parcel or is not open for
business as a multiplex theatre for a period of more than 365 days (other than by reasons of
Force Majeure). If the City provides alternate free parking pursuant to this Section 17.14, then in
such event, Developer's obligation to pay for the operation and maintenance costs of the Sound
Parking Garage shall cease, and the Developer shall be responsible for paying the operation and
maintenance costs of the alternate free parking location. In addit10n, if at any time Developer
believes that the operations and maintenance costs charged by Sound Transit for the Sound
Transit Garage are unreasonable, Developer shall so inform the City and the City agrees to make
good faith efforts to pursue the unreasonableness of the charges with Sound Transit to seek a
reimbursement of the unreasonable fees.
17.15 Invalid Provision. If any provision of this Agreement is held to be illegal, invalid
or unenforceable under present or future laws, such provisions shall be fully severable; this
Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision
had never comprised a part of thts Agreement; and the remaining provisions of this Agreement
shall remain in full force and effect and shall not be affected by such illegal, invalid or
KENT STATION PSA -35-
unenforceable provision or by its severance from this Agreement, unless rights and obligations of
the parties have been materially altered or abridged by such invalidation or unenforceability. In
the event of material alteration, and not withstanding anything to the contrary set forth herein,
the parties shall have the rights and remedies available to them under law and in equity such that
no party shall end up unjustly enriched.
17.16 No Joint Venture. Nothing contained in this Agreement or the Development
Agreement shall create any partnership, joint venture or other arrangement between City and
Developer other than that of seller and purchaser of land under this Agreement. The parties
intend that the nghts, obligations and covenants in this Agreement and the Development
Agreement shall be exclusively enforceable by City and Developer and their successors and
permitted assigns. No term or provision of this Agreement shall be for the benefit of any person,
firm, organization or corporation not a party hereto, and no such other person, firm, organization
or corporation shall have any right or cause of action hereunder, except as may be otherwise
expressly provided herein.
17.17 Fair Construction. In connection with the execution and delivery of this
Agreement, each party has been represented by counsel. Each of the provisions of this
Agreement has been reviewed and negotiated, and represents the combined work product of both
parties hereto. No presumption or other rules of construction which would interpret the
provisions of this Agreement in favor of or against the party preparing the same shall be
applicable in connection with the construction or interpretation of any of the provisions of this
Agreement. The provisions of this Agreement shall be construed as a whole according to their
common meaning and consistent with the other provisions contained herein in order to achieve
the objectives and purposes of this Agreement.
EXECUTED as of the date first above written.
APPROVED AS TO FORM:
CITY ATTORNEY
By ________________________ __
Name: _____________ _
KENT STATION PSA -36-
CITY
CITY OF KENT, a Washington municipal
corporation
By:. ______________________ _
Its: _____________ _
DEVELOPER
KENT STATION LLC, a Washington limited
liability company
By: Tarragon L.L.C.
a Washington Limited Liability
Company, Its manager
By: ____________________ _
Joseph D. Blattner,
Manager
EXHIBITS
Exhibit A-1 Map of Property
Exhibit A-2 Legal Description
Exhibit A-3 Phase I and II Map
Exhibit B City Infrastructure Improvements
Exhibit C Bargain and Sale Deed
Exhibit D Map of Property-Environmental Work
Exhibit E King County Job Creation Summary Form
Exhibit F King County Employee Verification Form
Exhibit G Development Plan
Exhibit G-1 Details ofDevelopment Plan
51097\05276\253(,g1 "11\254275 VOl ADL
1/9/2004
-37-
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PARCEL 1
.
THAT PORTION OF PARCEL "A" DESCRIBED IN DEED FROM BORDEN CHEMICAL TO THE CITY
OF KENT UNDER KING COUNTY RECORDING NO. 2001 0209000549; AND TRACT "X"
DESCRIBED IN QUIT CLAIM DEED FROM BORDEN CHEMICAL TO THE CITY OF KENT UNDER
RECORDING NO. 20010209000550; AND OF PARCELS "A", "B", "C", "D", AND "E" DESCRIBED IN
DEED FROM LEO G. BRUTSCHE AND NORMA J. BRUTSCHE TO THE CITY OF KENT UNDER
KING COUNTY RECORDING NUMBER 9905042556; AND OF TEMPERANCE STREET RIGHT OF
WAY IN THE PLAT OF RAMSAYS ADDITION TO THE TOWN OF KENT, AS RECORDED IN
VOLUME 16 OF PLATS, PAGE 89, RECORDS OF KING COUNTY, WASHINGTON; BEING A
PORTION OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 24,
TOWNSHIP 22 NORTH, RANGE 4 EAST, W M, IN KING COUNTY WASHINGTON, DESCRIBED AS
FOLLOWS.
COMMENCING AT THE NORTHEAST CORNER OF THE NORTHWEST QUARTER OF THE
NORTHEAST QUARTER OF SECTION 24, TOWNSHIP 22 NORTH, RANGE 4 EAST, W.M. IN KING
COUNTY, WASHINGTON; THENCE NORTH 88°36'27" WEST ALONG THE NORTH LINE OF SAID
SUBDIVISION TO A LINE PARALLEL WITH AND DISTANCE 30 FEET WEST OF, AS MEASURED
PERPENDICULAR TO, THE EAST LINE OF SAID NORTHWEST QUARTER OF THE NORTHEAST
QUARTER, SAID PARALLEL LINE BEING THE NORTHERLY PRODUCTION OF THE WEST LINE
OF FIRST AVENUE NORTH; THENCE SOUTH 01°38'30" WEST ALONG SAID WEST LINE A
DISTANCE OF 762.45 FEET TO THE NORTHEAST CORNER OF TRACT "X" AS DESCRIBED IN
QUIT CLAIM DEED FROM BORDEN CHEMICAL TO THE CITY OF KENT UNDER KING COUNTY
RECORDING NO. 20010209000550;
THENCE CONTINUING SOUTH 01 °38'30" WEST ALONG SAID WEST LINE A DISTANCE OF
133.06 FEET TO THE NORTH MARGIN OF TEMPERANCE STREET IN THE PLAT OF RAMSAYS
ADDITION TO THE TOWN OF KENT, AS RECORDED IN VOLUME 16 OF PLATS, PAGE 89,
RECORDS OF KING COUNTY, WASHINGTON;
EXHIBIT !1..__'
THENCE NORTH 88°34'10" WEST ALONG SAID NORTH MARGIN, A DISTANCE OF 321 86 FEET
TO INTERSECT THE NORTHERLY PROLONGATION OF THE WEST MARGIN OF SECOND
AVENUE NORTH IN SAID PLAT OF RAMSAYS ADDITION AND THE POINT OF BEGINNING;
THENCE SOUTH 01°38'03" WEST ALONG SAID NORTHERLY PROLONGATION AND SAID WEST
MARGIN 353.89 FEET TO A POINT OF CURVE;
THENCE SOUTHWESTERLY ALONG SAID CURVE TO THE RIGHT HAVING A RADIUS OF 20.00
FEET THROUGH A CENTRAL ANGLE OF 89.47'49" AN ARC DISTANCE OF 31.35 FEET;
THENCE NORTH 88.34'10" WEST 9.80 FEET TO INTERSECT THE ARC OF A CURVE TO THE
LEFT IN THE SOUTHERLY LINE OF A 60-FOOT WIDE TRACT OF LAND AS DESCRIBED IN
PARCEL "E" OF DEED UNDER KING COUNTY RECORDING NO. 9905042556, FOR A SPUR
TRACK OVER BLOCK 1 AND BLOCK 2 SAID PLAT OF RAMSAY'S ADDITION, THE CENTER OF
WHICH BEARS SOUTH 59.01'48" WEST 353.06 FEET DISTANT,
THENCE NORTHWESTERLY ALONG SAID SOUTHERLY LINE AND CURVE TO THE LEFT
HAVING A RADIUS OF 353.06 FEET, THROUGH A CENTRAL ANGLE OF 51°09'55" AN ARC
DISTANCE OF 315.28 FEET TO THE CENTERLINE OF VACATED THIRD AVENUE NORTH, AS
VACATED BY CITY OF KENT ORDINANCE NO. 2779, RECORDED UNDER KING COUNTY
RECORDING NO. 8807130681;
THENCE NORTH 01°37'42" EAST ALONG SAID CENTERLINE 60.30 FEET TO INTERSECT THE
ARC OF A CURVE TO THE LEFT IN THE NORTHERLY LINE OF SAID 60-FOOT WIDE TRACT,
THE CENTER OF WHICH BEARS SOUTH 06°57'21" WEST 413 06 FEET,
THENCE NORTHWESTERLY ALONG SAID NORTHERLY LINE AND CURVE TO THE LEFT
HAVING A RADIUS OF 413.06 FEET THROUGH A CENTRAL ANGLE 5°31'31", AN ARC DISTANCE
OF 39.83 FEET TO A POINT OF TANGENCY IN THE SOUTH LINE OF LOT 11, BLOCK 1, SAID
PLAT OF RAMSAYS ADDITION TO THE TOWN OF KENT,
THENCE NORTH 88°34'1 0" WEST ALONG THE SOUTH LINE OF SAID LOT 11 AND WESTERLY
PROLONGATION THEREOF A DISTANCE OF 220.06 FEET TO INTERSECT THE EAST LINE OF
THE WEST29 FEET OF LOT2, BLOCK 1, SAID PLAT OF RAMSAYSADDITION TO THE TOWN
OF KENT;
THENCE NORTH 01°37'15" EAST ALONG SAID EAST LINE A DISTANCE OF 25.00 FEET,
THENCE NORTH 88°34'1 0" WEST A DISTANCE OF 15 00 FEET TO INTERSECT THE EAST LINE
OF THE WEST 14 FEET OF LOT 2, BLOCK 1, SAID PLAT OF RAMSAYS ADDITION TO THE
TOWN OF KENT; SAID EAST LINE BEING 47 FEET EAST OF, AS MEASURED PERPENDICULAR
TO, THE CENTERLINE OF FOURTH AVENUE NORTH;
THENCE NORTH 01°37'15" EAST ALONG SAID EAST LINE AND NORTHERLY PROLONGATION
THEREOF A DISTANCE OF 124.94 FEET TO INTERSECT THE NORTH MARGIN OF
TEMPERANCE STREET IN SAID PLAT OF RAMSAYS ADDITION TO THE TOWN OF KENT;
THENCE NORTH 01°37'08" PARALLEL WITH THE CENTERLINE OF FOURTH AVENUE NORTH A
DISTANCE OF 303.04 FEET; THENCE NORTH 46°37'26" EAST 25.36 FEET; THENCE SOUTH
88°22'52" EAST 278.79 FEET TO A POINT OF CURVE;
THENCE SOUTHEASTERLY ALONG SAID CURVE TO THE RIGHT HAVING A RADIUS OF 267.00
FEET; THROUGH A CENTRAL ANGLE OF 90000'55", AN ARC DISTANCE OF 419 47 FEET TOA
POINT OF TANGENCY IN THE NORTHERLY PROLONGATION OF THE WEST MARGIN OF
SECOND AVENUE NORTH IN SAID PLAT OF RAMSAYS ADDITION TO THE TOWN OF KENT,
SAID POINT BEING 52.04 FEET NORTH OF THE POINT OF BEGINNING AS MEASURED
ALONG THE NORTHERLY PROLONGATION OF SAID WEST MARGIN;
THENCE SOUTH 01 °38'03" WEST ALONG THE NORTHERLY PROLONGATION OF SAID WEST
MARGIN A DISTANCE OF 52.04 FEET TO THE POINT OF BEGINNING.
CONTAINING 285,651 SQUARE FEET MORE OR LESS.
47'
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SCALE: 1" = 200'
LINE TABLE
LENGTH BEARING
L1 52.04' N01'38'03"£
L2 2536' N46'37'26"£
L3 15.00' NBB"34'to•w
L4 25.00' N0/"37'15"£
L5 60.30' NOT "37'42"£
L6 9.80' NBB'J4 'to"w
CURVE TABLE I
CURVE LENGTH RADIUS DELTA I
CT 3983' 413.06' L1=5'31'31"1
C2 31.35' 20.00' L1=89'47'49j
THIS EXHIBIT HAS BEEN PREPARED TO ASSIST IN THE INTERPRETATION OF
THE LEGAL DESCRIPTION THE LEGAL DESCRIPTION SHALL PREVAIL Kf!EN
CONFLICTING INFORMATION BE:TIIf:E:N THE: LEGAL DESCRIPTION AND THE:
EXHIBIT ARE FOUND
/T.f!J@. :-----
11814 1151h Ave NE
Klrl<land. WA 98034-6923
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DATB. 70/25/02
SCAil: _, 1'~200' --JOB HVIfBEil
01-225
SHm' NUMBER
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page 1
Triad Standard Prototype Settings
Project: 01225 Fri October 25 16:03:34 2002
Parcel Map Check
Parcel name: PARCEL-l
North: 143363.8148 East : 1653092.9906
Line Course: s 01-38-03 w Length: 30.00
North: 143333.8270 East : 1653092.1350
Line Course: s 01-38-03 w Length: 323.89
North: 143010.0687 East : 1653082.8984
Curve Length: 31.35 Radius: 20.00
Delta: 89-47-49 Tangent: 19.93
Chord: 28.23 Course: s 46-31-56 w
Course In: N 88-21-59 W Course Out: s 01-25-50 w
RP North: 143010.6389 East 1653062.9065
End North: 142990.6451 East 1653062.4072
Line Course: N 88-34-10 W Length: 9.80
North: 142990.8898 East 1653052.6103
Curve Length: 315.29 Radius: 353.06
Delta: 51-09-56 Tangent: 169.02
Chord: 304.91 Course: N 56-33-10 w
Course In: s 59-01-48 w Course Out: N 07-51-52 E
RP North: 142809.2089 East 1652749.8836
End North: 143158.9482 East : 1652798.1928
Line Course: N 01-37-42 E Length: 60.30
North: 143219.2239 East : 1652799.9063
Curve Length: 39.83 Radius: 413.06
Delta: 5-31-31 Tangent: 19.93
Chord: 39.82 Course: N 85-48-25 w
Course In: s 06-57-21 w Course Out: N 01-25-50 E
RP North: 142809.2041 East : 1652749.8830
End North: 143222.1353 East : 1652760.1951
Line Course: N 88-34-10 W Length: 121. 14
North: 143225.1596 East 1652639.0929
Line Course: N 88-34-10 W Length: 98.92
North: 143227.6292 East 1652540.2037
Line Course: N 01-37-15 E Length: 25.00
North: 143252.6192 East 1652540.9108
Line Course: N 88-34-10 W Length: 15.00
North: 143252.9937 East 1652525.9155
Line Course: N 01-37-15 E Length: 94.94
North: 143347.8957 East 1652528.6009
Line Course: N 01-37-15 E Length: 30.00
North: 143377.8837 East 1652529.4495
Line Course: N 01-37-08 E Length: 152.98
North: 143530.8026 East : 1652533.7713
Line Course: N 01-37-08 E Length: 150.06
North: 143680.8027 East : 1652538.0107
page 2
Triad Standard Prototype Settings
Project: 01225 Fri October 25 16:03:34 2002
Parcel Map Check
Line Course: N 46-37-26 E Length: 25.36
North: 143698.2196 East
Line Course: S 88-22-52 E Length: 278.79
North: 143690.3434 East :
Curve Length: 419.47 Radius:
Delta: 90-00-55 Tangent:
Chord: 377.65 Course:
Course In: S 01-37-08 W Course Out:
RP North: 143423.4500 East
End North: 143415.8358 East
Line Course: S 01-38-03 W Length: 52.04
North: 143363.8169 East
1652556.4439
1652835.1226
267.00
267.07
S 43-22-25 E
S 88-21-57 E
1652827.5796
1653094.4710
1653092.9869
Perimeter: 2274.15 Area: 285,650.97 6.56
Mapcheck Closure -(Uses
Error Closure: 0.0042
Error North: 0.00216
Precision 1: 541,466.67
listed courses, radii, and deltas)
Course: N 59-18-48 W
East : -0.00365
PARCEL2
THAT PORTION OF PARCEL "A", "B", AND "C", DESCRIBED IN DEED FROM BORDEN CHEMICAL
TO THE CITY OF KENT UNDER KING COUNTY RECORDING NO. 2001 0209000549; AND TRACT
"X" DESCRIBED IN QUIT CLAIM DEED FROM BORDEN CHEMICAL TO THE CITY OF KENT
UNDER RECORDING NO. 20010209000550; BEING A PORTION OF THE NORTHWEST QUARTER
OF THE NORTHEAST QUARTER OF SECTION 24, TOWNSHIP 22 NORTH, RANGE 4 EAST, W.M.,
IN KING COUNTY WASHINGTON, DESCRIBED AS FOLLOWS:
COMMENCING AT THE NORTHEAST CORNER OF THE NORTHWEST QUARTER OF THE
NORTHEAST QUARTER OF SECTION 24, TOWNSHIP 22 NORTH. RANGE 4 EAST. W.M. IN KING
COUNTY, WASHINGTON; THENCE NORTH 88"36'27" WEST ALONG THE NORTH LINE OF SAID
SUBDIVISION TO A LINE PARALLEL WITH AND DISTANCE 30 FEET WEST OF, AS MEASURED
PERPENDICULAR TO, THE EAST LINE OF SAID NORTHWEST QUARTER OF THE NORTHEAST
QUARTER, SAID PARALLEL LINE BEING THE NORTHERLY PRODUCTION OF THE WEST LINE
OF FIRST AVENUE NORTH; THENCE SOUTH 01°38'30" WEST ALONG SAID WEST LINE AND
EAST LINE OF SAID PARCELS "A", "8", AND "C" A DISTANCE OF 762.45 FEET TO THE
NORTHEAST CORNER OF TRACT "X'' AND A POINT ON THE ARC OF A CURVE TO THE RIGHT,
THE CENTER OF WHICH BEARS NORTH 42°48"33" WEST 265.44 FEET;
THENCE SOUTHWESTERLY ALONG SAID CURVE TO THE RIGHT HAVING A RADIUS OF 265.44
FEET, THROUGH A CENTRAL ANGLE OF 04"39'28", AN ARC DISTANCE OF 21.58 FEET TO A
LINE PARALLEL WITH AND DISTANT 16 FEET WEST OF, AS MEASURED PERPENDICULAR TO,
THE WEST LINE OF FIRST AVENUE NORTH AND THE POINT OF BEGINNING;
THENCE SOUTH 01 "38'30" WEST ALONG SAID PARALLEL LINE A DISTANCE OF 78.23 FEET TO
A POINT OF CURVE;
THENCE SOUTHWESTERLY ALONG SAID CURVE TO THE RIGHT HAVING A RADIUS OF 20.00
FEET, THROUGH A CENTRAL ANGLE OF 89"47'20" AN ARC DISTANCE OF 31.34 FEET TOA
POINT OF TANGENCY IN A LINE PARALLEL WITH AND 20.50 FEET NORTH OF, AS MEASURED
PERPENDICULAR TO. THE NORTH MARGIN OF TEMPERANCE STREET IN THE PLAT OF
I· i
I
RAMSAYS ADDITION TO THE TOWN OF KENT, AS RECORDED IN VOLUME 16 OF PLATS. PAGE
89, IN KING COUNTY, WASHINGTON;
T11ENCE NORTH 88"34'1 0" WEST ALONG SAID PARALLEL LINE A DISTANCE OF 201.87 FEET
TO A POINT OF CURVE; THENCE NORTHWESTERLY ALONG SAID CURVE TO THE RIGHT
HAVING A RADIUS OF 18.00 FEET, THROUGH A CENTRAL ANGLE OF 90.12'13" AN ARC
DISTANCE OF 28.34 FEET TO A POINT OF TANGENCY, SAID POINT BEING 38.56 FEET NORTH
OF THE NORTH MARGIN OF TEMPERANCE STREET AS MEASURED ALONG THE NORTHERLY
PROLONGATION OF THE EAST MARGIN OF SECOND AVENUE NORTH IN SAID PLAT OF
RAMSAYS ADDITION TO THE TOWN OF KENT;
THENCE NORTH 01"38'03n EAST ALONG SAID NORTHERLY PROLONGATION A DISTANCE OF
13.25 FEET TO A POINT OF CURVE:
THENCE NORTHWESTERLY ALONG SAID CURVE TO THE LEFT HAVING A RADIUS OF 333.00,
THROUGH A CENTRAL ANGLE OF 90000'55" AN ARC DISTANCE OF 523 16 FEET;
THENCE NORTH 88"22'52" WEST 280.62 FEET;
THENCE NORTH 44"08'44" WEST 25.19 FEET;
THENCE NORTH 00"05'23" EAST 163.78 FEET;
THENCE NORTH 06°56'26" EAST 89.62 FEET TO INTERSECT A LINE PARALLEL WITH AND 9.00
FEET EAST OF EAST LINE OF FOURTH AVENUE NORTH AS APPROPRIATED BY CITY OF KENT
UNDER SUPERIOR COURT CAUSE NO. 706251;
THENCE NORTH 011137'08" EAST ALONG SAID EAST LINE A DISTANCE OF 97.51 FEET.
THENCE SOUTH 88"22'52" EAST 15.00 FEET;
THENCE NORTH 01 "37'08" EAST 25.00 FEET;
THENCE NORTH 88"22'52" WEST 15.00 FEET;
THENCE NORTH 01° 37'08" EAST 31.08 FEET;
THENCE NORTH 4SC30'20" EAST 44.40 FEET TO THE SOUTH LINE OF THE NORTH 52.50 FEET
OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION 24;
THENCE SOUTH 8ao36'27" EAST ALONG SAID SOUTH LINE A DISTANCE OF 820.00 FEET;
THENCE SOUTH 34~49'00" EAST 27.89 FEET TO INTERSECT A LINE PARALLEL WITH AND 16
FEET WEST OF, AS MEASURED PERPENDICULAR TO, THE WEST LINE OF FIRST AVENUE
NORTH AND EAST LINE OF SAID PARCELS "A", "8", AND "C";
THENCE SOUTH 01038'30" WEST ALONG SAID EAST LINE 30.00 FEET,
THENCE NORTH 88°21'30"WEST 10 00 FEET:
THENCE SOUTH 01 °38'30" WEST 10.00 FEET;
THENCE SOUTH 88"21'30" EAST 10.00 FEET TO THE EAST LINE OF SAID PARCELS "A", "B",
AND "C";
THENCE SOUTI'i 01°38'30" WEST ALONG SAID EAST LINE A DISTANCE OF 661.85 FEET TO
THE TO THE POINT OF BEGINNING.
CONTAINING 507,848 SQUARE FEET MORE OR LESS
JAMES _S_I ,__ _ I
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82000'
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SCALE: 1" = 200'
0 100' 200' 400' I I I I
CUR\£ TABLE"
CURIIE" I LENGTH I RADIUS I DELTA
Cll JI.J4'1 20.00'1 .tJ.-89'47'20"
C2( 2434'1 241111'1 11.•90'12'13"
LINE TABLE
liNE LENGTH 8£ARING
Ll IJ.25' NOI ':JB'OJ'l'
L2 25.19' N44'08'44 •w
w 89.62' N06'56'26"£
L4 97.!il' NOI':J7'118"£
LS IS. DO' NBB'22'52"W
L6 2500' NOI':J7'08"f
L7 15 011' N88'22'52"W
L8 J/.08' NOI 'J7'08"E:
L9 44.40' N46'J0'20"E
LIO 27.80' M.J4'49'oo"W
Lll JOOO' NOI'.IB'.IO"£
Ll2 10.00' N88'21 'JO"W
LIJ IOOo' NOI'.JB'.JO"C
Ll4 10 00' N8IJ'21 '.!0 "W
c:.r:=--=rr-=1~ ~-' _i '-~w~, ~ ~.4\)10 I ,.J-__ lJ'br. :J.J THIS E:XHIBIT HAS Bf£N PRE:PAREJJ TO ASSIST IN 11-/E: INTERPRETATION OF TH!. :.,, ,c,~ 7 I LEGAL OfSCRIPTION. THf: LE:GAL OEsa:/IPTION SHALL PREVAIL 'o\H£/11 CONFUCTINC
·~r-;:~ -tJ INFORMATION Bt:TWfE:N 7H( LEGAL DCsa:/IPTION AND 1Hf E:XHtBIT ARE: FOUND
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' :page 1
Triad St:al'ldard Prototype Settings
Project: 012.25 Fri Novembeo·r-Oil OR:4~:01 2002
ParceJ Ma:p Chec::k
Parcel name: PARCEL-2
North: 143474.7827 East : 1653402.1505
Line Course: S 01-38-30 W
North: 143396.5848
Curve Length: 31.34
Delta: 89-47-20
Chord: 2 8 . 2 3
Course In: N 88-21-30 W
.Rl? No.c·t:.h: 143 3 97 .1578
End North: 143377.1640
Line Course: N 88-34-10 w
North: 143382.2037
Curve Length: 28.34
De1ta: 90-12-13
Chord: 25.50
Course In: N 01-2~-SO E
RP North: 113~00.1981
End North: 143400.7115
Line Course: N 01 38· 03 E
North: 143413.9561
Curve Length: 523.16
Delt<J.: 90-00-55
Chord: 471. oo
Course In: N 88-21-57 W
RP North: 143423.4525
End North: 143756.3196
T.ine Course: N 88-22-52 W
North: 143764.2474
Line Course: N 44-08-44 w
North: 143782.3:;13J.
Line Course: N 00-05-23 E
North: 143946.1029
Line Course: N 06-56-.26 E
North: 144035.0661
Line Course: N 01-37-08 R
North: 144132.~3'/2
Line Course: S 88-22-52 E
North: 144132.1134
Line Course: N 01 37-08 E
North: 144157.1035
Line Course: N 88-22-52 W
North: 144157.5272
Line Course: N 01-37-08 ~
North: 144188.5918
Length : 7 8 . 2 3
East :
Rad~us:
Tangent:
Cour~:>e:
course out:
East: :
East :
LengLh: 201.87
EasL :
Rad~us:
Tangent:
Course:
COU'\"'Se Out:
East
East :
Length: 13.25
East :
Radius:
Tangent:
Course:
Course Out:
East :
East :
Length: 280.62
East :
Length: 25.19
East :
Len~Lh: 163.78
East
Length: 89.62
East
LE=~ngth: 97.51
East
Length: 15.00
~ast
Length: 25.00
Ea:::t
Length: 15.00
East
Length: 31.08
East
1653399.9093
20.00
1!) • .93
s 46-32-10 w
5 01-25-50 w
1653379.9176
1653379.4182
1653177.6112
18.00
18.06
N 43-28-04 W
N 88-21-57 W
1653178.0605
1653160.0679
1653160.4457
333.00
333.09
N 13-22-25 W
N 01-37-08 E
1652827.5812
1652836.9888
1652556.4808
1652538.9364
16525~9 .1929
1652550. o:n:.
1652552.7773
1652567.7713
1652568.4776
1652553'.1835
1652554.3616
'·
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Triad Standard Prototype Settings
Project: 0122!:; Pri November
Parcel Map Check
LJ.ne Course: N 46·30·20 E _Le:ngth: 44.40
North: 14421.9.1546 East 1652586.5712
Line Couz·!:H:!: s BB-36-27 E LengLh: 820.00
North: 144199.2276 East 1653406.3290
Line course: s 34-49-00 E Length: 27.89
Nort.h: 144176.3303 East 1653422.2529
LJ.ne Course: s 01-38-30 w Length: 30.00
North: 144146.3427 East 16534::.!1.3934
Line Course: N 88-21-30 W Length: 10.00
North: 144146.6291 East 1653411.3975
Line Course: s 01-38-30 w Length: 10.00
North: 144136.6332 ~aet 1653411.1110
Line Course: s 88-21-30 E Length: 10.00
North: 144136.3468 East 1653421.1069
Line Course: s 01-38-30 w Length: 198.00
North: 143938.4280 East : 1653415.4345
Line Course: s 01-38-30 w Length: 235.00
North: 113703.5245 East : 1653408.7021
Line Cour!le: s 01-38-30 w Length: 228.85
North: 143474.7684 East 1653402.1459
Perimeter: 3233.12 Area: 507,847.56 11.66
Mapcheck Closure -(Uses
Rr~or Closure: 0.0150
Error North: -0.014:17
Prec2sion 1: 215,542.00
listed courses, radii, and deltas)
course: s 18-00-45 w
EaAt : -0.00464
page 2
08 08:4.3:01 2002
SANITARY SEWER EASEMENT AREA
THAT PORTION OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION
24, TOWNSHIP 22 NORTH, RANGE 4 EAST, W M., KING COUNTY, WASHINGTON LYING WITHIN
A 15-FOOT WIDE STRIP OF LAND, BEING 7.50 FEET ON EACH SIDE OF THE FOLLOWING
DESCRIBED CENTERINE:
BEGINNING AT THE INTERSECTION OF THE SOUTH LINE OF THE NORTH 52.50 FEET OF THE
NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF THE SAID SECTION 24 WITH THE
WEST LINE OF THE EAST 517.55 FEET OF THE NORTHWEST QUARTER OF THE NORTHEAST
QUARTER OF SAID SECTION 24; THENCE SOUTH 16° 37' 51" WEST 28.84 FEET; THENCE
SOUTH 01° 38' 30" WEST 425.15 FEET; THENCE SOUTH 55° 18' 12" EAST 67.22 FEET; THENCE
SOUTH 28° 31' 30" WEST 2.86 FEET TO THE TERMINUS OF THE DESCRIBED CENTERLINE
THE SIDELINES OF SAID STRIP TO BE EXTENDED OR DIMINISHED TO INTERSECT THE ARC
OF A CURVE HAVING A RADIUS OF 333.00 FEET; THE CENTER OF WHICH BEARS SOUTH
28°12'16" WEST FROM THE TERMINUS OF SAID DESCRIBED CENTERLINE.
-~ W. JAMES ST.
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~ 517 55' --------------/ .
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I
-~;.II I
[::)"" MON W/ 2" BRASS DISC I
<0~ AND PUNCH ON. 0 4' IN CASE
(;) I 1
11-10-00 I
PARCEL C (ACCEPTED AS NE. COR. I
TL/2422049127
NW1 /4 NE1 /4 SEC 24-22-4) I
. 15 o· SSESMT
N 144250.1960
7.5'~ ~ 7 5· 155,995.41 E 1653470.3930 I
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SIDEWALK EASEMENT AREA
THAT PORTION OF PARCEL "A", "B", AND "C", DESCRIBED IN DEED FROM BORDEN
CHEMICAL TO THE CITY OF KENT UNDER KING COUNTY RECORDING NO. 20010209000549;
AND OF TRACT "X" DESCRIBED IN QUIT CLAIM DEED FROM BORDEN CHEMICAL TO THE CITY
OF KENT UNDER RECORDING NO. 2001 0209000550; BEING A PORTION OF THE NORTHWEST
QUARTER OF THE NORTHEAST QUARTER OF SECTION 24, TOWNSHIP 22 NORTH, RANGE 4
EAST, W.M.,IN KING COUNTY WASHINGTON, DESCRIBED AS FOLLOWS:
COMMENCING AT THE NORTHEAST CORNER OF THE NORTHWEST QUARTER OF THE
NORTHEAST QUARTER OF SECTION 24, TOWNSHIP 22 NORTH, RANGE 4 EAST, W.M. IN KING
COUNTY, WASHINGTON;
THENCE NORTH 88°36'27" WEST ALONG THE NORTH LINE OF SAID SUBDIVISION TO A LINE
PARALLEL WITH AND DISTANCE 30 FEET WEST OF, AS MEASURED PERPENDICULAR TO,
THE EAST LINE OF SAID NORTHWEST QUARTER OF THE NORTHEAST QUARTER, SAID
PARALLEL LINE BEING THE NORTHERLY PRODUCTION OF THE WEST LINE OF FIRST
AVENUE NORTH;
THENCE SOUTH 01 ~8'30" WEST ALONG SAID WEST LINE AND EAST LINE OF SAID PARCELS
"A", "B", AND "C" A DISTANCE OF 762.45 FEET TO THE NORTHEAST CORNER OF TRACT "X~
AND A POINT ON THE ARC OF A CURVE TO THE RIGHT, THE CENTER OF WHICH BEARS
NORTH 42°48'33" WEST 265.44 FEET;
THENCE SOUTHWESTERLY ALONG SAID CURVE TO THE RIGHT HAVING A RADIUS OF 265.44
FEET, THROUGH A CENTRAL ANGLE OF 04°39'28", AN ARC DISTANCE OF 21.58 FEET TO A
LINE PARALLEL WITH AND DISTANT 16 FEET WEST OF, AS MEASURED PERPENDICULAR TO,
THE WEST LINE OF FIRST AVENUE NORTH AND THE POINT OF BEGINNING;
THENCE SOUTH 01~8'30" WEST ALONG SAID PARALLEL LINE A DISTANCE OF 78.23 FEET TO
A POINT OF CURVE;
THENCE SOUTHWESTERLY ALONG SAID CURVE TO THE RIGHT HAVING A RADIUS OF 20.00
FEET, THROUGH A CENTRAL ANGLE OF 89°47'20" AN ARC DISTANCE OF 31 34 FEET TO A
POINT OF TANGENCY IN A LINE PARALLEL WITH AND 20.50 FEET NORTH OF, AS MEASURED
PERPENDICULAR TO, THE NORTH MARGIN OF TEMPERANCE STREET IN THE PLAT OF
RAMSAYS ADDITION TO THE TOWN OF KENT, AS RECORDED IN VOLUME 16 OF PLATS, PAGE
89, IN KING COUNTY, WASHINGTON;
..
THENCE NORTH 88°34'10"WEST ALONG SAID PARALLEL LINE A DISTANCE OF 201 87 FEET '
TO A POINT OF CURVE;
THENCE NORTHWESTERLY ALONG SAID CURVE TO THE RIGHT HAVING A RADIUS OF 18.00
FEET, THROUGH A CENTRAL ANGLE OF 90" 12'13" AN ARC DISTANCE OF 28.34 FEET TO
INTERSECT THE ARC OF A CURVE TO THE LEFT HAVING A RADIUS OF 18.00 FEET; THE
CENTER OF WHICH BEARS NORTH 85"15'21" EAST;
THENCE SOUTHEASTERLY ALONG SAID CURVE TO THE LEFT HAVING A RADIUS OF 18.00
FEET THROUGH A CENTRAL ANGLE OF 83"49'31" AN ARC DISTANCE OF 26.33 FEET TO A
POINT OF TANGENCY IN A LINE PARALLEL WITH AND 22.50 FEET NORTH OF, AS MEASURED
PERPENDICULAR TO, THE NORTH MARGIN OF TEMPERANCE STREET IN SAID PLAT OF
RAMSAYS ADDITION TO THE TOWN OF KENT;
THENCE SOUTH 88" 34' 10" EAST ALONG SAID PARALLEL LINE A DISTANCE OF 201 97 FEET
TO A POINT OF CURVE;
THENCE ALONG SAID CURVE TO THE LEFT HAVING A RADIUS OF 18 00 FEET, THROUGH A
CENTRAL ANGLE OF 89" 47' 20", AN ARC DISTANCE OF 28 21 FEET TO A POINT OF
TANGENCY IN A LINE PARALLEL WITH AND 18 FEET WEST OF, AS MEASURED
PERPENDICULAR TO, THE EAST LINE OF SAID TRACT "X";
THENCE NORTH 01 • 38' 30" EAST PARALLEL WITH THE NORTHERLY PROLONGATION OF
SAID EAST LINE 740.08 FEET;
THENCE SOUTH 88"21' 30" EAST 2.00 FEET TO INTERSECT A LINE PARALLEL WITH AND 16
FEET WEST OF, AS MEASURED PERPENDICULAR TO, THE WEST LINE OF FIRST AVENUE
NORTH AND EAST LINE OF SAID TRACT "A", "B", AND "C";
'THENCE SOUTH 01" 38' 30" WEST ALONG SAID EAST LINE A DISTANCE OF 661 85 FEET TO
THE POINT OF BEGINNING.
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11-10-00
(ACCEPTED AS NE COR I NW1/4 NE1/4 SEC 24-22-4}
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f 16SJ4 70, J9JO I
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R=IB 00'
L=26 JJ'
SIDEWALK
EASEMENT EXHIBIT
CITY OF KENT
CITY OF KENT, WASHINGTON
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page 1.
Project: 01:225 Fr~ November 08 09:12:10 2002
Parcel Map Check
Parcel naroe: STDEWALK ESMT SOUTH
North: 143474. 782'/
Line Course: S 01-38-30 W
North: 1.43396". 5848
curve Length: 31.34
Delta: 89-47-20
Chord: 28.23
Course In: N 88-21-30 W
RP North: 143397.1578
End North: 143377.1640
Line Course: N 88-34-10 W
North: 143382.2037
Curve Length: :28.34
Delta: 90-12·13
Cho:t·d: 25.50
Course In: N 01-25-50 E
RP Norch: 143400.1981
Rnd North: 143400.7115
Curve Length: 26.33
Delta: 83-49-"ll
Chord: 24,05
Course In: N 85-15-21 E
~P North: 143402.2002
End North: 143384.2058
L~ne Course: s 88-34-10 E
North: 113379.1635
Curve Length: 28.21
Delta: 89-47-20
Chord: 25.41
Course In: N 01-25-50 E
RP North: 113397.1579
End North: 143396.6123
Line Course: N 01·38-30 E
Noz·Lh: 144136.4185
Line Course: S 88-21-30 E
North: 144136.3612
Line course: S 01-38-30 w
North: 143474.7829
Ea~L : 1653402.1505
Length: 7B. 23
East : 1653399.9093
Radius: 20.00
'T';mgE:mt: 19. 93
Course: S 46-32-10 w
Course Out: S 01-?.5-50 W
East : 1653319.9176
East : 1653379.4182
Length: 201.87
East : 1653177.6112
Radius: 18.00
Tangent: 10.06
Course: N 13-28-04 W
Course Out: N 88-21-57 w
East : 1653178.0605
EdSL : 1653160.0679
Radius: 19.00
Tangenc: 16.16
course: S 46-39-25 E
Couz·se Out: S 01-25-50 W
East : 1653178.00h2
East : 16531'/7.5568
Length: 201.97
BQSt : 1653379.4639
Hadius: 18.00
Tangent: 17.93
Course: N 46-32-10 E
Course Out: S 88-21-30 B
East : 1653379.9132
East : 1653397.9059
Length: 740.00
East : 1653419.1081
Length: 2.00
East : 1653421.1073
Length: 661.85
East : 1653402.1462
Perimetez·: ?.000. 21 Area: 1,977.69 0.05
Mapcheck Closure -(lJ~P.!-1 listed courses, radii, a.ml d~:l Las)
Error Closure: 0.0043 course: N 87-46-40 w
Error North: 0.00017 East : -0.00431
. I'
Project: 01225
Parcel Map Check
Precision 1: 465,167.44
page 2
Fri November OR 09:12:10 2002
SlpEWALK EASEMENT AREA
THAT PORTION OF PARCEL "A", "B", AND "C", DESCRIBED IN DEED FROM BORDEN
CHEMICAL TO THE CITY OF KENT UNDER KING COUNTY RECORDING NO. 20010209000549;
AND OF TRACT "X" DESCRIBED IN QUIT CLAIM DEED FROM BORDEN CHEMICAL TO THE CITY
OF KENT UNDER RECORDING NO. 20010209000550, BEING A PORTION OF THE NORTHWEST
QUARTER OF THE NORTHEAST QUARTER OF SECTION 24, TOWNSHIP 22 NORTH, RANGE 4
EAST, W.M., IN KING COUNTY WASHINGTON, DESCRIBED AS FOLLOWS:
COMMENCING AT THE NORTHEAST CORNER OF THE NORTHWEST QUARTER OF THE
NORTHEAST QUARTER OF SECTION 24, TOWNSHIP 22 NORTH, RANGE 4 EAST, W M. IN KING
COUNTY, WASHINGTON;
THENCE NORTH 88°36'27" WEST ALONG THE NORTH LINE OF SAID SUBDIVISION TO A LINE
PARALLEL WITH AND DISTANCE 30 FEET WEST OF, AS MEASURED PERPENDICULAR TO,
THE EAST LINE OF SAID NORTHWEST QUARTER OF THE NORTHEAST QUARTER, SAID
PARALLEL LINE BEING THE NORTHERLY PRODUCTION OF THE WEST LINE OF FIRST
AVENUE NORTH;
THENCE SOUTH 01°38'30" WEST ALONG SAID WEST LINE AND EAST LINE OF SAID PARCELS
"A", "B", AND "C" A DISTANCE OF 762.45 FEET TO THE NORTHEAST CORNER OF TRACT "X"
AND A POINT ON THE ARC OF A CURVE TO THE RIGHT, THE CENTER OF WHICH BEARS
NORTH 42°48'33" WEST 265.44 FEET;
THENCE SOUTHWESTERLY ALONG SAID CURVE TO THE RIGHT HAVING A RADIUS OF 265 44
FEET, THROUGH A CENTRAL ANGLE OF 04°39'28", AN ARC DISTANCE OF 21.58 FEET TO A
LINE PARALLEL WITH AND DISTANT 16 FEET WEST OF, AS MEASURED PERPENDICULAR TO,
THE WEST LINE OF FIRST AVENUE NORTH;
THENCE NORTH 01°38'30" EAST ALONG SAID PARALLEL LINE A DISTANCE OF 671.85 FEET
TO THE TRUE POINT OF BEGINNING;
THENCE NORTH 88°21'30" WEST 2.00 FEET TO INTERSECT A LINE PARALLEL WITH AND 18
FEET WEST OF, AS MEASURED PERPENDICULAR TO, THE WEST LINE OF FIRST AVENUE
NORTH AND EAST LINE OF SAID TRACT "A", "B", AND "C";
THENCE NORTH 01" 38' 30" EAST PARALLEL WITH SAID WEST LINE A DISTANCE OF 32 71
FEET;
THENCE SOUTH 34• 49' 00" EAST 3.37 FEET TO INTERSECT A LINE PARALLEL WITH AND 16
FEET WEST OF, AS MEASURED PERPENDICULAR TO, THE WEST LINE OF FIRST AVENUE
NORTH AND EAST LINE OF SAID TRACT "A", "B", AND "C";
THENCE SOUTH 01• 38' 30" WEST ALONG SAID EAST LINE A DISTANCE OF 30 00 FEET TO
THE POINT OF BEGINNING.
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11-10-00
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N 144250 1960
E: 1653470 3930
PARCEL c
TL#242204912l
PARCEL 8 ·"' TL#2422049144 <:>•
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CITY OF KE:NT 2'----J
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L=2821'
Ll =8J'49'JI"
R=l8 00'
L=26 J3'
N88'34 'IO"W
201 97'
SIDEWALK
EASEMENT EXHIBIT
CITY OF KENT
CITY OF KENT,
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page 1
Project: 01225 Fri November 09 09:12:08 2002
Pa.ccel Map Check
---------------------------------------------------------------------------
Parr;el na.me: SIDEWALK £SM'l' .NORTH
North: 144176.3440 East: : lfi534?./../.57S
Line Course: s 01-.38-30 w Length: 30.00
North: l44l46. 3563 East 1653121.3980
Line Course: N 88-21-30 W Length: 2.00
North: 144146.4136 East 165341.9.3.988
Line Course: N 01-38-30 E Length: n.n
North: 144179.1102 East 1653420.3359
Line Course: S 34-49-00 E Length: 3.37
North: 1<14176.3434 East 1653422.2600
Perimeter: 68.07 Area: 62.71 0.00
Mapcheck Closure -(U~e~
Error Closure: 0.0026
Error North: -0.00053
Precision 1: 26,184.62
listed courses, radii, and deltas)
course: s 78-22-21 E
East : 0.00257
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RECEIVEL
NOV 13 2002
CITY OF KENT
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EXHIBITB
CITY INfRASTRUCTURE IMPROVEMENTS
Ramsay Wayn•• Ave. N. & 4th Ave. N. Widening Project
The improvements descnbed in this Exhibit B are to be or have been constructed or provided by
the City, unless otherwise noted below:
First Ave. North-W. Temperance St. toW. James St.
Street:
City will widen First Ave N. on the west side between W. Temperance St. and W. James St. to
provide a 3-lane, 36' wide road with asphalt paving, curbs and gutters, street trees, illumination,
and undergrounding of existing power and telephone. The City will coordinate with the various
utility providers to underground existing utility lines in a joint ditch in the future stdewalk
location.
Developer, in conjunction with the issuance of a development permit on the adjacent fronting
property, shall construct a 10 -12 foot wide concrete sidewalk with street tree frames, grates and
root barriers along with any interim asphalt pathway thereto from either or both James St. or
Temperance St. as determined necessary by City. All improvements constructed by the
Developer shall be in accordance with City Construction Standards.
Water:
City will provide one (1) water stub off of the existing waterline to the back of sidewalk m 181
Ave. at a location to be mutually agreed upon by City and Developer.
Utilities:
City will coordinate with the power, telephone and cable companies to underground the existing
overhead utilities, and place new facilities in a joint trench along the west side of 181 Ave.
Fourth Ave. North-W. Smith St. toW. James St.
Street:
City will widen Fourth Ave. by one lane to the east to provide a center left tum lane (5-lane road
section, 58' mimmum width) from W. Smith St. toW. James St. This section will include a 12'
wide sidewalk on the east side with street trees, illumination, storm stubs, and utility
undergrounding for power and telephone. A right tum lane will be provided on northbound 41h
5l0971052761253fi~3 \'1~254275 YO! ADL
l/9/2004 B-1
Ave. to eastbound James St. A traffic signal will be installed at the intersection of Fourth Ave.
and Ramsay Way.
Utthties:
City will coordinate with the power, telephone and cable companies to underground the existing
overhead utilities, and place new facilities in a joint trench along the east side of 41
h Ave. under
the new sidewalk.
Ramsay Way-W. Temperance to 41
h Ave. N.
Street:
City will extend Second Ave. N. (Ramsay Way) from W. Temperance through the Property to
intersect with 4th Ave. N. across from the Regional Justice Center driveway. City will provide
left tum pockets on Ramsay Way at 4th Ave. N. Except at left tum pockets, the roadway will be
44' wide (2-14' wide lanes and 2 -8' wide on-street parallel parking lanes), with asphalt
pavement, curbs and gutters, street trees, and illumination. The scheduling and phasing to
construct these improvements will be determined by City unless otherwise noted:
• City will install concrete curb and gutter along the entire length of the road on both sides.
• Developer shall construct the 13foot wide concrete sidewalks in conjunction with the
issuance of a development permit on the adjacent fronting property along with any
interim asphalt pathways as determined necessary by City to provide safe continuous
walkways to and from 4th Ave. and Temperance St.
• City will place street trees at approximate 30' spacing. Developer shall install street tree
frames and grates and root barriers in accordance with City ConstructiOn Standards in
conjunctiOn with Developer's construction of the 13foot wtde concrete sidewalk.
• City will install street lights. These light standards will be 14' high manufactured by
Lumec, the Model No. P104AF-14-GN6LBC3-GN6, the color is forest green. The
luminaire is 100 watts HPS, Model No. Z47G-100s-3-GN6. Spacing will be 70'
staggered.
• All improvements constructed by the Developer shall be in accordance with City
Construction Standards.
Water:
City has constructed a new 8" waterline in the roadway from Temperance St. which connects to
the existing 8" waterline on 4th Ave. City has installed fire hydrants at 300' spacing and Stubs
have been placed to the RfW line at locations mutually agreed upon by City and Developer.
51097105276\2§36~3 "I !1254275 yo1 ADL
l/9/2004 B-2
Sewer:
City has installed a new sewer line (10" diameter maximum size) from a manhole in James
Street to approximately 470' south of James St. and crossing 2nd Ave. to the south side of the
roadway to end at the right of way line at a location agreed to by the Developer.
Storm:
City has constructed new storm drain pipes and catch basins in the roadway sized to pick up the
road and sidewalk drainage only.
Utilities:
Developer shall coordinate and cause all the private and/or quasi-private utility service (gas,
power, telephone/telecommunication and cable TV) to provide those utilities to the properties
withm the Property site. City shall not be responsible for any costs associated with providing
pnvate and/or quasi private utility services.
W. Temperance St.-1"1 Ave. to 2nd Ave.
Street:
City will improve W. Temperance Street on the north side between 181 Ave. and 2nd Ave. to
provide a 3-lane, 36' wide asphalt paved roadway with curb and gutter on the north side. Sound
Transit is building half-street improvements on the south side of the road with a 10' wide
sidewalk. City will install street trees and street lights on the north side as described on the
Ramsay Way portion of the project.
Developer, in conjunction with the issuance of a development permit on the adjacent and
abutting property, shall construct a 12' wide concrete sidewalk on the north side and install street
tree frames and grates and root barriers all in accordance with City Construction Standards.
2nd Ave. N.-W. Smith St. toW. Temperance St.
Sound Transit will be constructing 2nd Ave. up to and including the curb and gutter on the west
side of the road from Smith St. to Temperance St. City will provide street lightmg and street
trees as described on the Ramsay Way portion. Developer shall construct a 12' wide concrete
sidewalk and install street tree frames and grates and root barriers in connection with the
issuance of a development permit on any portion of the Kent Station Project Property.
City reserves the right to use portions of the Property from time to time for construction stagmg
purposes as may be necessary or desirable in connection with the construction of City
Infrastructure Improvements; provided, however, City shall use reasonable efforts to coordinate
its construction activities so as to not unreasonably interfere with construction activities in the
Initial Takedown Parcel or any Remainder Property Purchase Parcel that has been previously
acquired by Developer.
510971052761'>1r,~1 ''I ~254275 VOl ADL
1/9/2004 B-3
EXHIBITC
BARGAIN AND SALE DEED
AFTER RECORDING RETURN DOCUMENT TO:
Anne DeVoe Lawler
Jameson Babbitt Stites & Lombard, P.L.L.C.
999 Third Avenue, Suite 1900
Seattle, WA 98104
Reference Number of Related Document:
Grantor(s):
Grantee(s):
Abbreviated Legal Description:
N/A
City of Kent
Kent Station, LLC
Additional Legal Description is on Page Exhibit 1 of Document
Assessor's Property Tax Parcel or Account No.:
51097105276125J!\~J' lo254275 VOl ADL
1/912004 C-1
BARGAIN AND SALE DEED
THE GRANTOR, CITY OF KENT, a Washington Municipal corporation, for TEN
DOLLARS and other good and valuable consideration, in hand paid, bargains, sells and
conveys to KENT STATION LLC, a Washington limited liability company, as
GRANTEE, the following described real estate, situated in the County of King, State of
Washington:
See Exhibit 1 attached hereto and incorporated herem by this reference
("Property").
TOGETHER WITH all and singular the tenements, hereditaments and
appurtenances hereunto belonging or in anywise appertaining,
SUBJECT however, to all existing interests, including but not limited to the current
non-delinquent general and special taxes for the fiscal year of the transfer of title, all
reservations, rights of way and easements of record or otherwise and further subject to the
matters described in Exhibit 2 attached hereto and by this reference made a part hereof.
Grantee has been allowed to make an inspection of the Property and has knowledge
as to the past use of the Property. Based upon this inspection and knowledge, Grantee is
aware of the condition of the Property and GRANTEE ACKNOWLEDGES THAT,
SUBJECT TO THE PROVISIONS OF SECTION 5.2 OF THE REAL ESTATE
PURCHASE AND SALE AGREEMENT DATED , 2003 BETWEEN
GRANTOR AND GRANTEE, GRANTEE IS PURCHASING THE PROPERTY ON
AN "AS IS WITH ALL FAULTS" BASIS WITH ANY AND ALL PATENT AND
LATENT DEFECTS, INCLUDING THOSE RELATING TO THE
ENVIRONMENTAL CONDITION OF THE PROPERTY, AND THAT GRANTEE
IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES, EXPRESS
OR IMPLIED OF ANY KIND WHATSOEVER FROM GRANTOR AS TO ANY
MATTERS CONCERNING THE PROPERTY, including the physical condition of the
Property and any defects thereof, the presence of any Hazardous Substances, wastes or
contaminants, in, on. about, within or under the Property or any subsurface strata or
groundwater, the condition or existence of any of the above ground or underground
structures or improvements in, on or under the Property, the conditiOn of title to the
Property and the easements or other agreements affecting the Property. Grantee is aware
of the risk that Hazardous Substances and contaminants may be present on the Property
and indemnifies, holds harmless and hereby waives, releases and discharges forever
Grantor from any and all present or future claims or demands, and any and all damages,
loss, injury, liability, claims or costs, including fmes, penalties and Judgments and
attorneys' fees arising from or in any way related to the condition of the Property or the
alleged presence, use, storage, generation, manufacture, transportation, release, leak, spill,
disposal or other handling of any Hazardous Substances or contaminants in, on, about,
within or under the Property or any subsurface strata or groundwater. Losses shall include
51097\05276\251(,g1 \'I 8254275 VOl ADL
1/9/2004 C-2
without limitation (a) the cost of any investigation, removal, remedial or other response
action that is required by any Environmental Law, that is required by judicial order or by
order of or agreement with any governmental authority, or that is necessary or otherwise IS
reasonable under the circumstances, (b) capital expenditures necessary to cause the
Grantor's remaining property or the operations of the Grantor on its remaimng property to
be in compliance with the requirements of any Environmental Law, (c) losses for injury or
death to any person, and (d) losses arising under any Environmental Law enacted after
transfer of the Property from Grantor to Grantee. The rights of Grantor under this Section
shall be in addition to and not in lieu of any other rights or remedies to which it may be
entitled under this deed or otherwise. This indemnity specifically includes the obligatiOns
of Grantee to remove, close, remediate, reimburse or take other actions requested or
reqmred by any governmental agency covering any Hazardous Substances or contaminants
on the Property.
The term "Environmental Law" means any federal, state or local statute, regulation,
code, rule, ordinance, order, judgment, decree, injunction or common law pertaining in any
way to the protection of human health or the environmental includmg without limitatiOn,
the Resource Conservation and Recovery Act, the Comprehensive Environmental
Response, Compensation and Liability Act, the Toxic Substance Control Act, the Model
Toxics Control Act and any similar or comparable federal, state or local law.
The term "Hazardous Substance" means any hazardous substance, toxic,
radioactive or infectious substance, material or waste as defined listed or regulated under
any Environmental Law, and includes, without limitation, petroleum oil and any of its
fractions.
By acceptance of this deed, Grantee and its legal representatives, heirs, successors
and assigns, does hereby accept and agree to all of the terms, conditions, provisions,
reservations, restrictions, releases and indemnities herein contained.
Dated this __ day of __ -'200 .
APPROVED AS TO FORM:
CITY ATTORNEY
By: __________ _
Its: ----------------
51097\0527612536~3 "16254275 YOI ADL
1/912004
GRANTOR:
CITY OF KENT, a Washmgton municipal
corporation
By: ___________ _
Its: ______________ _
C-3
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
I certify that I know or have satisfactory evidence that the person appearing before
me and making this acknowledgment is the person whose true signature appears on this
document.
On this __ day of , 200_, before me personally appeared
------------' to me known to be the-----,-----,---,--
of the CITY OF KENT, a Washington Municipal Corporation, the corporation that
executed the within and foregoing instrument, and acknowledged the said mstrument to be
the free and voluntary act and deed of said corporation, for the uses and purposes therein
mentioned, and on oath stated that he/she was authorized to execute said instrument and
that the seal affixed, if any, is the corporate seal of said corporation.
WITNESS my hand and official seal hereto affixed the day and year first above
written.
(Use This Space for Notanal Seal Stamp)
ACCEPTED:
51097\0527612'16~1 ' I o254275 VOl ADL
1/9/2004
Notary Public in and for the State of Washington,
residing at--------------
My commission expires:---------
[Type or Print Notary Name]
KENT STATION LLC,
a Washington limited liability company
By: TARRAGON L.L.C.
C-4
a Washington limited liability
company, Its member
By: __________ _
Joseph D. Blattner
Manager
STATE OF WASHINGTON)
) ss.
COUNTY OF KING )
I certify that I know or have satisfactory evidence that the person appearing before
me and making this acknowledgment is the person whose true signature appears on this
document.
On this __ day of , 200_, before me personally appeared
Joseph D. Blattner, to me known to be a manager of Tarragon L.L.C., to me known to be
the member of KENT STATION LLC, the limited liability company that executed the
within and foregoing instrument, and acknowledged the said instrument to be the free and
voluntary act and deed of said limited liability company, for the uses and purposes therein
mentioned, and on oath stated that he was authorized to execute said instrument.
WITNESS my hand and official seal hereto affixed the day and year first above
written.
(Use This Space for Notarial Seal Stamp)
51097\0527612§1 (,~1 "I e254275 VOl ADL
1/9/2004
Notary Public in and for the State of Washington,
residing at--------------
My commission expires:---------
[Type or Print Notary Name]
C-5
EXHIBIT I
TO BARGAIN AND SALE DEED
51097\05276\2§1(,g] "IG254275 VOl ADL
l/9/2004
LEGAL DESCRIPTION
C-1-1
EXHIBIT2
TO BARGAIN AND SALE DEED EXCEPTIONS
[Note: will include recorded covenant referenced in Section 11.1.9.3 and the covenant
re: no use of groundwater for domestic drinking water purposes referenced in
Section 5.2 and other covenants from the Purchase Agreement that survive closing.)
51097\0S276\2§J4gJ '' lf,254275 VOl ADL
11912004 C-2-1
I. I -
~ * <. ~ *
---},. ...
~
1S IW"S i
• • •
I I _ _) '---
rr~==,::;;-1,, --\ (
D
EXHIBITE
KING COUNTY JOB CREATION SUMMARY FORM
®
STORE/TENANT. ---------------------
ADDRESS: -------------------------
JOB TITLE/CATEGORY WAGE RATE HOURS/WEEK
$ per
$ per
$ per
$ per
$ per
$ per
$ per
$ per
$ per
$ per
$ per
$ per
$ per
$ per
$ per
$ per
$ per
$ per
TOTAL JOBS CREATED: _______ _ Page 1 of2
51097\0527612S1ago "16254275 VOl ADL
1/9/2004 E-1
In this business ____ hours per week is considered full-time.
Signamre ______________________________________ ~Dme ________________ _
Pnnt Name and Title
ThiS 1s a confulential statement necessary to verifY the need for public jinanc1al assistance for a business and 1s not
cons1dered a public record THANK YOU FOR YOUR ASSISTANCE
51097\05276\2§J8'1'· 16254275 VOl ADL
1/9/2004 E-2
Pagel of2
EXBIBITF
®
INCOME VERIFICATION FORM
FOR EMPLOYEES TAKING NEWLY-CREATED JOBS LISTED IN EXHIBIT D
STORE: __________________________________________________ __
EMPLOYEE NAME: ____________________________________________ ___
ADDRESS: ________________________________________________ __
Sex ___ Male ____ Female Job Title
Date of Birth I I Salary/Wage $
Head of How long employed in
Household? Yes No thiS job: Months
A. Please cheek one: _Full Time _Part Tlme
If part time, how many hours per week? _______ _
B. Please circle the number of people In your family. I FAMILY SIZE 112 34 56 7 8 910 more
C. Please find your family size in the table below, and circle either "below" or "above" the income level given
which best describes the Income for your family _for the last 12 months. In calculating total income,
include all of the following sources that apply.
• Wages, salaries, tips, etc (covered by W-2)
• Dividend income
• Taxable refunds, credits, or offsets of state and
• Local income taxes
• Alimony received
• Business income (or loss)
• Capital gam (or loss)
• Other gams or losses
FAMILY SIZE 1 Below
2 Below
3 Below
4 Below
5 Below
6 Below
7 Below
8 Below
51097105276\2lJI•il '' 16254275 VOl ADL
119/2004
• Total IRA distributions, taxable amount
• Total pensions and annmties, taxable amount
• Rental real estate, royalties, partnerships,
• S corporations, trusts, etc .
• Farm income (or loss)
• Unemployment compensation
• Social Security benefits, taxable amount
Other mcome (specify source)
$39,550 Above
$45,200 Above
$50,850 Above
$56,500 Above
$61,000 Above
$65,550 Above
$70,050 Above
$74,600 Above
Page 1 of2
F-1
The following Race/Ethnieity information is optional. The federal government requires us to ask for this
information, but you do not have to answer this part if you do not wish to do so. The information will be used
to determine any additional Impacts of the public funds that helped support this project. The mformation you
provide will remam confidential and will not be made a part of your permanent records.
Do you consider yourself Hispanic or Latino? _yes _no
Please check the most approorlate ca1e1<orv:
Amencan Indian or Alaska Native
Asian
Black or Afncan American
Native Hawanan or Other Pactfic
Islander
White
Amencan Indian or Alaska Native AND
White
Asian AND Wlute
Black or Afncan Amencan AND White
Amencan Indian or Alaska Native AND
Black or Afncan Amencan
Other more than one race
I hereby certify all of the above to be true and correct.
Signature ----------------------'Date---------
This mcome and racelethniczty statement is confidentiaL It IS necessary only to verifY the need for public financial
assistance for a business and is not conszdered a publ1c record. THANK YOU FOR YOUR ASSISTANCE
51097\0527611Va8J ''l!i254275 YO! ADL
119/2004
of2
F-2
Page2
FROM-TARRAGON DEC~16-03 04:38PM --..:::=====--' ...
9
8
TISCARENO
ASSOCIATES
2062330260
l{ ..._
W • .IAMESST.
MASTER PLAN: FULL BUILD-OUT
0017 2003
Ken~ ~Sh<nglon
T-265 P OZ/02 F-B 11
'-J.:~,.4~ 2u a .. ot3a ..... ,. ........ ~ .... ,..~~, ~·"'
L.III•Stt1ocl 201 12• cue
~,.,.,,, o.t••"''"!lol••• ••It"'"'
8r•llft\ollr!C" .100. Cl :> 15 ) .. ~ 1 Q"' ric~ Dll•llll••• raelllf ~~::•"'
EXHIBIT_§-+---
I
~
EXHIBITG-1
DETAILS OF DEVELOPMENT PLAN
Kent Station
Master Plan Building Areas
Building
Building I
Bmlding 2
Building 3
Building 4
Building 5
Building 6
Building 7
Building 8
Building 9
Building 10
Building II
Building 12
Building 13
Building 14
Building I5
Building I6
Building 17
Building 18
Building I9
TOTAL
GSF
35,200
5,800
4,700
6,500
7,800
4,500
61,000
7,400
12,300
7,500
16,100
30,600
8,300
8,250
106,000
103,800
4,300
50,600
3,IOO
483,750