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HomeMy WebLinkAbout200508290133 ..lH/l..l"oJl"t\liUn JJlLI..'. ~ Uil':"l UU'::' \ \\\\~ \\\ft \\\\\\ ~\\\ I \U\\\\\ ~\ \\\\\ ~\\ ~~ ~~~~j~ \:: TRflHSHFlHOH THLE IHS CO QCO S34 ,00 p AFTER RECORDING RETURN TO: GARY SEXTON CITY OF BREMERTON 345 6TH STREET, SUITE 600 BREMERTON, W A 98337 ~ ~ t)"')... ~ "2... ~ ~ DOCUMENT TITLE: QUIT CLAIM DEED REFERENCE NUMBER(S): Not applicable. GRANTOR: Kitsap Transit, a Washington municipal corporation GRANTEE: The City of Brcmerton, a Washington municipal corporation LEGAL DESCRIPT10N: (Abbreviated) : Portion of Govemment Lot 1, Sec 24, Twp 24N, Rge I E~~. ~ \\'\5 ~ PARCEL NO.: 242401~2~ 2424012_200l\ Quit Claim Deed. I #555283 vi .. 0226H10I ." QUIT CLAIM DEED Kitsap Transit, a Washington municipal corporation ("Grantor") hereby conveys and quit claims to The City of Bremerton, a Washington municipal corporation ("Grantee"), for and in consideration of Ten Dollars ($10) as well as other valuable consideration the following described real estate, situated in Kitsap County, Washington, together with any interest therein which Grantor may hereafter acquire: See attached Exhibit A. DATED: ~ a/I ,2005. "GRANTOR": KlTSAP TRANSIT STATE OF WASHINGTON) ) 8.<;. 200~EX082aa ) Total: $11.0& KIT6AP COUNTY TREASURER EXCI6E 08/251/2005 Clerk'. l"!t!al ~~~_ COUNTY OF KITSAP On (hi s ;Z ~'11^- day of A-t<. ~ I.< J:2005, before me, personally appeared Diek Hayes to me known to be the Executi Director of Kitsap Transit, a municipal corporatlOn, the corporation that executed the foregoing instrument, and acknowledged said instrument 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 was duly authorized to execute the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. ~-.,... - ~ ..... (~~.~ ~ry Public in and for the \ State of tV. . \ Residing at: n' ....-.J My commission expires: ~ 0 - - -- Moby ~ "~~6~, CAJMa~ t4' ~1Il._. ___ Aug .. 2009 Quit Claim Deed - 2 N5~:;2S3 vi 1022"1-001 I ~I~ 11111 ~II~ 1IIIIIIIIIIIIIIIIInlllll~III"11111 :~:l~71~ .1(:3 TRANSNATION TITLE HIS CO QeD $34.00 Kltst\p Co, ~ ~ Vv"tl VU,," ,.... EXHlBIT A Legal Description THE AIR RIGHTS ABOVE THE STRUCTURAL PAD, THE UPPER SURFACE OF WHICH IS AT AN ELEVATION OF 37.99 FEET NAVD 88 (WHICH IS CURRENTLY 40 FEET, 11 INCHES ABOVE THE DEFINED N.O.A.A. LINE OF MEAN LOWER WATER LEVEL) BEING ABOVE THE FOLLOWING DESCRlBED PROPERTY: THAT PORTION OF GOVERNMENT LOT I, SECTION 24, TOWNSHIP 24 NORTH, RANGE I EAST, WILLAMETTE MERIDIAN, AND TIDELANDS ADJOINING IN KITSAP COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS: COMMENCING AT THE INTERSECTION OF THE NORTHEASTERLY MARGIN OF FIRST STREET (FRONT STREET) WITH THE INNER HARBOR LINE DELINEATED ON J 958 SUPPLEMENTAL MAP OF THE BREMER TON TIDELANDS, ON FILE IN THE OFFICE OF THE COMMISSIONER OF PUBLIC LANDS, OLYMPIA, WASHINGTON; THENCE NORTH 43002'41" EAST, 26.35 FEET ALONG SAID INNER HARBOR LINE AS DELINEATED ON SAID SUPPLEMENTAL MAP; THENCE NORTH 45022'5J" WEST, 13.24 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING NORTH 45022'51" WEST 22.38 FEET; THENCE NORTH 29012'28" WEST 80.58 FEET; THENCE NORTH 60047'32" EAST 43.76 FEET; THENCE SOUTH 29012'28" EAST 14.43 FEET; THENCE NORTH 60047'32" EAST 42.00 FEET; THENCE SOUTH 29012'28". EAST 5.50 FEET; THENCE NORTH 60047'32" EAST 30.57 FEET; THENCE SOUTH 83016'02" EAST 11.06 FEET TO A POINT ON A CURVE, 'THE RADIUS POINT OF WHICH BEARS NORTH 83055'31" WEST; THENCE SOUTHWESTERLY ALONG THE ARC OF A CURVE CONCAVE TO THE NORTHWEST HAVING. A RADIUS OF 150.76 FEET THROUGH A CENTRAL ANGLE OF 26055'57" AND AN ARC LENGTH OF 70.87 FEET; THENCE SOUTH 56Q46'37" EAST 4.89 FEET TO A POINT ON A CURVE THE RADIUS POINT OF WHICH BEARS NORTH 56051 '31" WEST; THJ?:NC~ ~O~THWESTERL Y ALONG THE ARC OF A CURVE CONCAVE TO THE NORTHWEST HAVING A RADIUS OF 162.99 FEET THROUGH A CENTRAL ANGLE OF 08049'42" AND AN ARC LENGTH OF 25.11 FEET; THENCE SOUTH 42023'00" WEST 47.92 FEET TO THE TRUE POINT OF BEGINNING Quit Claim Deed - ) 1i~552R3 vii 02261-001 111I111111111I11111111111I11111111111111111111I11~ 1111 ~~~~l~~~ ~ :11 ~A3 TRAHSHATIOH TITLE INS CO QeD $34.66 Kit~p Co, WA 12/10/2004 09:55 13504735850 KCCHA PAGE 01 'lie' . AGREEMENT FOR TRANSFER OFRJ~STAURANT PAD AIR RIGHTS THIS AGREEMENT is made by and between the CITY OF BREMERTON (the "City"), a municipal corporation and KITSAP TRANSIT (HKT"), a municipal corporation, pursuant to the authority conferred on the parties under the tenus of the Interlocal Agreement dated July 18, 2003 and recordedlluder Kitsap County Auditor's File No. 20030724038. It is agreed as follows: I. The City is currently negotiating with a restaurant operator ("Operator") for the Operator's development and operation of a restaurant at the Bremerton Harborside R'egiona] Conference CClltE)[ Project. 2. TIle City desires to convey to the Restaurant Operator fee title to ceJ1ain air rights more particularly described in Exhibit 1, hereafter, sometimt:S referred to as the "Air Rights". . 3. The Air Rights sit on an existing concrete deck (the "Transit Deck"), initially constructed by KT to support the future constructjon of certain buildbJg improvements on the Transit Deck Initially, the only improvements below the Transit Deck was a ground level parking area commonly known as the I"lOV Garage. In connection with the Conference Center Project undertaken by the parties, the City, as the Lead Agency with the construction responsibilities, extended the Transit Deck to support the construction ofthe various components of the Conference Center Project including the creation of (0 a larger restaurant p<ld site for sale or lease to a restaurant operator; (ii) the construction of the Conference Center owned by the City; (Hi) the construction of the mixed use Transit Building for KT;; (iv) the creation of a hotel pad site for sale or lease to a Hote,l Operator; (v) the constructiOn of street level pedestrian and public walkways and amenities; and (vi) the constru'ction of a three story parking garage beneath the Transit D~~ck and extended pall 4_ For purposes of this Agreement~ the following tenl1S shall have the following meanings: a. "Restaurant Pad" means the portion of the concrete surface immediately below the Air Rights, together with the abutting sidewalks and "sub-structure" as thaI teml is defined below. . b. "Sub~structure" means the supporting posts, columns ilnd beam:5 necessary to support the COncrete surface of the Transit Deck, AGREEtvfENT FOR TRANSFER OF REST A URANT PAD A.IR RIGlnS- Page 1 of 5 (J 1,19-04) )2/10/2004 09:55 13504735850 KCCHA PAGE 02 . Restaurant Pad and Transit Building/Confi;rence Center Pad for use as a foundation to suppoli the construction ofbujJding improvements on such decks and pads. The "sub-structure" excludes other improvements beneath the decks and pads such as parking areas; restrooms, elevators; stairways and storage roorns. c. "Restaurant Improvements" means fill improve1n,ents constructed, placed or maintained within the Air Rights on and above the Restaurant Pad. d. The "Transit Building/Conference Center Pad" means the Concrete surface immediately below the as-built location of the Transit Building and Confere:nce Center, together 'with the abutting sidewalks and sub-structure. . 5. TIle City and KT are in the process of adjusting the boundary lines between the various parcels of land they own within the Conference Center Project In connection with such adjustments, it is the parties intent that K T win retain ownership of approximately 81 % of the land beneath the Restaurant Pad; while the City will retain ownc~rship of the remainder. 6. KT acknowledges the City intends to sell the Air Rights to the Operator on tenus negotiated by the City. Concurrently with the closing ("Closin.g~') of the City's ~ale of the Air Rights to the Operator, KT shall convey good marketable title to its interest in the Air Rights to the City, together with the appurtenant Easement rights (the "Easement") described in Paragraph 7 below; subject to the reserved "view covemmf' described in Paragraph 8 below. 7. KT acknowledges that as part ofthe City's negoti~Ltions with the Operator, the City contemplates granting the Operator certain easement rights with respect to some ofthe City's right, title and interest in the Parking Garage. Given KT's common iuterest in he Parking Garage, concurrently with KT's transfer of the Air Rights, KT shall grant the City and its successors and assigns an appurtenant, perpetual, non-exclusive easement (the "Easement") for ingress, egress and utilities to and through the dr:ive- aisles, walkways, stairways, elevators, utility facilities, freight loading areas and trash/recycling areas ofthe Parking Garage. Ifrequired by the Operator or its title insurer to perfect good title to the Easement, KT agrees that it will consent to the City's easement grant to the Operator and join in same. Such Joinder shall not be construed to operate to effect a transfer of any of KT's allotted parking stalls to th~ Operator. . 8. KT's transfer of the Air Rights shall be subject to a reserved perpetual view protection covenant (the '''View Covenant") to protect the views from the second and third floors of the Transit Building. The View Covenant AGR. LEfVJENT FOR TRANSFER OF RESTAURANT PAD AIR RlGHTS - Page 2 of 5 (J 1-J9-04) I . 12/10/2004 09:56 13604735850 kCCHA PAGE 03 . *Subject to City Council apprQvaL Should the City Council fail to apptov(~ this Section 9, this Section shall be null and void and the remai~ o~ iJ1e agreement shall co:ntinue~ force and effect. KT ~ City ~_. . shall generaIJy be in substantial confonnance with the tenDS set forth in Exhibit 2. 9. The City agrees the fair market value ofKT's interest in the Air RightH, together with the appurtenant Easement is $62)70.00. Concurrently with the final parking garage accounting and close out, the City will convey City owned property and/or right of way of an equivalent value located on Callow & Bruen A venues.~ 10. KT acknowledges the Operator will require certain covenants, assuranees and warranties regarding the maintenance, repair a.nd replacement of the Restaurant Pad and Parking Garage. KT will join in the following COvenants and assurances for the benefit of the Operator: . a. KT and the City shall jointly warrant the structural integtity of the Restaurant Pad and Sub-structure for use as a foundation for the cqnstruction and maintenance of the Restaurant Improvements. b. KT will agree to be jointly and severally liable with the City to maintain, repair and/or replace the Restaurant Pad in the event of substantial damage or destruction. c. KT's undertakings shall be made on the express condition that 0) KT shall have no liability of any kind or nature for the Restaurant Improvements; and (ii) the inclusion of a mutual waiver of subrogation on the part ofKT, the Operator and their respective insurers. 11. KT will provide the Operator with no assurances or covenants with respect to the maintenance, repair or replacement of the Parking Garage. 12. Notwithstanding the provisions of Paragraphs 7 and 10 above, solely a~ between the City and KT, the City and KT agree as follows: . b. a. The City's and KT's duties with respect to the maintenance, repair and/or replacement of the Restaurant Pad and Transit BuDding/Conference Center Pad shall be allocated fairly between KT and the City based on their respective ownership interests of the underlying land and respective interests in the above-ground improvements. Each party shall pay for such party's allocated share and savel indemnify and hold the other party hannless from any claims in excess of such allocated sharE!. The CHy and KT acknowledge they wHl maintain, repair and/or replace the Parking Garage in the event of substantial danlage or AGREEMENT FOR TRANSFER OF RESTAURANT PAD AIR RWHTS - Page.3 of 5 (11-l9-04) , 12/10/2004 09:55 . . . 13504735850 KCCHA PAGE 04 destruction_ These duties shall be allocated between the City and KT pro-rata based on their respective own(~ship of the parking stalls therein, as such ownership may, Over time, change. Notwithstanding the foregoing, in the event of a major casualty, neither party shaH have any obligation for replacement beyond the insurance proceeds that would be available unde:r a standard commercially reasonable policy of casumlty insurance. In the event of an uninsured casualty, the City and KT :5hall make a good faith effort to collectively seek disaster relief, grant funding and other funding sources to fully restore the Parking Garage and public improvements constructed on the extended pad as part of the Conference Center Project as a whole. c. KT shaH have no responsibility or liability with respect to the Hotel Pad and the City shall save, indemnify and hold KT hamlJess from any claims of the Qwner of the air rights and improvemems on or above the Hotel Pad. d. Each party shall have a license and easement across the other party's property within the Conference Center Project footprint as necessary to enable it to comply with its duties and obligations hereunder. e. The covenants set forth in this Paragraph 12 are for the benefit of only the City and KT and no other party shall be deemed a beneficiary of these cQvenants. 13. KT and the City affirm and acknowledge that no Owner, operator, tenant or OCcupant or any contractor~ employee or agent of any such Owner, operator, tenant or Occupant of any property included in the Bremerton Harborside Development Project, including, specifically, any development within the Air Rights, shall discriminate nor tolerate harassment on the basis of race, color, sex, religion, nationality, creed, marital status, sexual orientation, age or the presence of any sensory, ml~ntal or physical disability in the employment, appljcation of employmerH and/or the provision or delivery of accommodations, goods and services by and/or to persons and entitles. In connection with the City's prosp1ective resale to a Restaurant Operator, the City confirms that such Operator has represented that it is subject to, will and is I egally obligated to fully comply with all applicable Federal, State and Local laws, ordinanc'es, executive orders and regulations that prohibit discrimination, including Chapter 49.60 RCW, Titles VI and VJJ of the Civil Rights Act of 1 964 and the Restoratiotl Act of 1987_ KT and the City shall reserve the right to enforce fu.ll cQmplia.nce with all such applicable laws, ordinances, executive orders and regulations. AGREEMENT FOR TRANSFER OF REST A lJRANT PAD AIR RJGHTS- Page 4 of.5 (1)..1 9-04) . "ft,! . . . ,12/10/2004 09:55 13504735850 I<CCHA PAGE 05 ',~ 14. The City and KT heretofore joined in the sale of the air rights to the Hotel Pad, the proceeds of which were delivered to the City_ The City and K1 agree that KT's net share thereofis $125,000.00, which the City shall pay or credit to KT as part of the Parking Garage final accounting and project clOse-out. 15. In the event any dispute arises under this Agreemt;mt, such dispute shall be resolved in accordance with the dispute resolution provisjons of the InterJocaJ Agreement. 16. This Agreement shall survive the Closing of the saJe of the Air Rights. The terms of this Agreement supercede any inconsistent provisions of any prior Agreement between the parties. DATED: CITY OF BREMI~~ ~ P /~y? ___ ~;~ KITSAP TRANSIT DATED: L( /3 d I (Y-f I I BY~' RICHARD HAYES, x utive Director AGREEMENT FOR TRANSFER OF RESTAURANT PAD AlR RIGHTS. hge 5 of 5 (J 1-19-04)