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Home My WebLink AboutA 06302010 HOLDBACK AND ESCROW AGREEMENT THIS HOLDBACK AND ESCROW AGREEMENT (this "Agreement") is entered into as of June 3-0 , 2010 between HUNTER DOUGLAS REAL PROPETY, INC., a Delaware corporation ("Seller"), IIT 1905 RAYMOND AVENUE LLC, a Delaware limited liability company ("Buyer"), THE CITY OF RENTON, a Washington municipal corporation (the "City) and CHICAGO TITLE INSURANCE COMPANY("Escrow Agent"). RECITALS A. Buyer is purchasing from Seller certain real property located at 1905 Raymond Avenue SW in Renton, Washington (the "Property"). B. The City currently holds an Irrevocable Standby Letter of Credit Number 3008339, dated January 13, 1998, in the amount of$50,000.00, issued by Bank of America (the "Letter of Credit"), which Letter of Credit secures an obligation by Seller to build a landscaping and pedestrian trail on the Property (the "Pedestrian Trail") pursuant to that certain Agreement and Easement for Drainage Channel and Pedestrian Trail dated June 10, 1997 between the City and Seller, recorded June 23, 1997 at Recording Number 9706230814 (the "Easement"). The City has agreed to release the Letter of Credit and the obligation to build the Pedestrian Trail upon receipt of$50,000.00 from Seller. C. The parties wish to enter into this Agreement to provide for release of the Letter of Credit and the obligation to build the trail and payment of the $50,000.00 to the City through escrow, and Escrow Agent has agreed to act as the holder of escrowed funds and documents for this purpose, all in accordance with the terms and conditions of this Agreement. AGREEMENT FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are acknowledge, Seller, Buyer, the City and Escrow Agent agree as follows: 1. Escrow. At the closing of Buyer's purchase of the Property, Escrow Agent shall hold back the sum of Fifty Thousand Dollars ($50,000) (the "Escrowed Funds") from Seller's net closing proceeds. The Escrowed Funds will be held by Escrow Agent until such time as Escrow Agent has received from the City (a) the original Letter of Credit, (b) a letter from the City to Bank of America instructing Bank of America to terminate the Letter of Credit (together with the original Letter of Credit, the "Original Letter of Credit Documents") and (c) an original release in favor of Buyer executed by the City stating that the obligation of the owner of the Property to build the Pedestrian Trail as set forth in the Easement has been released in exchange for payment of the Escrowed Funds, and that Buyer and its successors and assigns shall be entitled to rely on such release (the "Trail Release"). Upon receipt of the Original Letter of Credit Documents and the Trail Release, Escrow Agent shall promptly (i) pay the Escrowed Funds to the City, (ii) deliver the Original Letter of Credit Documents to Seller and (iii) deliver the original Trail Release to Buyer. 4247/001 06/28/10 -1 - holdback agt tbarke\hunter douglas 14162\2\1418913.2 r • r 2. Term of Escrow Agreement. The term of this Escrow Agreement and the escrow provided for under this Agreement will commence on the date of closing of the purchase and sale of the Property and will terminate on the date Escrow Agent pays the Escrowed Funds to the City and delivers the Original Letter of Credit Documents to Seller and the original Trail Release to Buyer. 3. Duties and Liability of Escrow Agent. The sole duty of Escrow Agent will be to receive and hold the Escrowed Funds and to pay the Escrowed Funds and deliver the Original Letter of Credit Documents in accordance with this Agreement. This Agreement expressly. sets forth all the duties of Escrow Agent with respect to any and all matters appurtenant hereto. No implied duties or obligations will be read into this Agreement against Escrow Agent. Escrow Agent will not be bound by the provisions of any agreement between Seller, Buyer and the City, except this Agreement. The parties acknowledge that Escrow Agent has no interest in the Escrowed Funds, but is serving only as escrow holder thereof. Escrow Agent will not be liable except for its own negligence or willful misconduct and, except with respect to claims based upon such negligence or willful misconduct that are successfully asserted against Escrow Agent, Seller and Buyer jointly and severally indemnify and hold Escrow Agent harmless from and against any and all losses, liabilities, claims, actions, damages and expenses, including reasonable attorneys' fees and disbursements arising out of and in connection with this Agreement. 4. Escrow Agent Actions. Escrow Agent will be entitled to rely upon any certification, demand, notice, instrument or other writing delivered to it under this Agreement without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or the validity of the service thereof Escrow Agent may act in reliance on any instrument or signature believed by it to be genuine and may assume that any person purporting to give notice or execute any documents in connection with the provisions of this Agreement has been duly authorized to do so. 5. Disputes. If any controversy arises between Seller, Buyer and the City, Escrow Agent will not be required to determine the same or to take any action thereon. If Escrow Agent, in good faith, is in doubt as to what action it should take under this Agreement, Escrow Agent will be entitled to retain the Escrowed Funds until Escrow Agent has received (a) a final, non- appealable order of a court of competent jurisdiction directing the payment of the Escrowed Funds and delivery of the Original Letter of Credit Documents, or (b) a written agreement executed by Seller, Buyer and the City directing the payment of the Escrowed Funds and delivery of the Original Letter of Credit Documents, in which event Escrow Agent shall comply with such order or agreement. Alternatively, Escrow Agent may deliver the Escrowed Funds to the clerk of any court of competent jurisdiction and institute such interpleader or other proceedings as Escrow Agent may deem necessary. 6. Escrow Agent Compensation. Escrow Agent will be entitled to reimbursement for all expenses and disbursements and all taxes or other governmental charges paid or incurred by it in the administration of its duties under this Agreement. Seller and Buyer will each pay one half of Escrow Agent's expenses and disbursements at the time and in the manner established by Escrow Agent. 4247/001 06/28/10 -2- holdback agt tbarke\hunter douglas 14162\2\1418913.2 7. Successors and Assigns. This Agreement will be binding upon and inure solely to the benefit of the parties to it and their respective successors and assigns and will not be enforceable by or inure to the benefit of any third party. No party to this Agreement may assign any of its rights obligations without the written consent of the other parties to this Agreement. 8. Governing Law. This Agreement will be construed in accordance and governed by the laws of the State of Washington. 9. Notices. All notices or other communications required under this Agreement will be delivered in person or given by facsimile, overnight courier or similar means of communication confirmed in writings delivered to the addressee addressed as follows: To Seller: Hunter Douglas Real Property, Inc. No. 2 Park Way & Route 17 South Upper Saddle River,New Jersey 07458 Attn: Richard Gottuso - Facsimile No.: (201) 760-4209 To Buyer: IIT 1905 Raymond Avenue LLC c/o IIT Acquisitions, LLC 518 Seventeenth Street Denver, Colorado 80202 Attn: Legal Department Facsimile No.: (303) 597-1561 To the City: Office of the City Attorney City of Renton Post Office Box 626 Renton, Washington 98057 Attn: Lawrence J. Warren Facsimile No.: (425) 255-5474 To Escrow Agent: Chicago Title Insurance Company 2001 Bryan Street, Suite 1700 Dallas, Texas 75201 Attn: Joycelyn Armstrong Facsimile No.: (214) 965-1625 Any party may change its address for purposes of receiving notice by providing written notice to the other parties in accordance with this Section 9. Any notice under this Escrow Agreement will be deemed to have been given when personally delivered or on the first business day following the date the notice is transmitted. 12. Entire Agreement. This Agreement constitutes the entire agreement between the parties to it with respect to the subject matter hereof and supercedes all prior written agreements and all contemporaneous oral agreements or understandings between the parties and may not be subsequently changed or terminated except in writing. This Agreement may be modified only by 4247/001 06/28/10 -3- holdback agt tbarke\hunter douglas 14162\2\1418913.2 a writing signed by the parties to it and no waiver hereunder will be effective unless in a writing signed by the party to be charged. 13. Counterparts. This Agreement may be executed in counterparts each of which will be deemed an original, but all of which will be one agreement. Signatures delivered by facsimile or adobe portable document file shall be binding and shall have the same force and effect as original ink signatures. {Signatures Appear on Following Pages} {Remainder of Page Intentionally Blank} 4247/001 06/28/10 -4- holdback agt tbarke\hunter douglas 14162\2\1418913.2 L SELLER HUNTER DOUGL•Ai A • P',I PERTY, INC., a Delaware ► •• . '• OWBy A pyre v Richard Gottuso, pr Vice President and G'A . Counsel 4247/001 06/28/10 -5- holdback agt tbarke\hunter douglas 1416212\1418913.2 • • .% F • • BUYER IIT 1905 RAYMOND AVENUE LLC,a Delaware limited liability company By IIT Real Estate Holdco LLC, a Delaware limited liability company, its Sole Member By Industrial Income Operating Partnership LP, a Delaware limited partnership, its Sole Member By Industrial Income Trust Inc., a Maryland corporation, its General Partner By . A kif , Nam -foliAt cCu Title C6) 4247/001 06/28/10 -6- holdback agt tbarke\hunter douglas 14162\2\1418913.2 THE CITY THE CITY OF RENTON a Washington municipal corporation BY tA,9-„,44rt-LP Na e LR 4)(Prnee . Title C 4 f/L 4247/001 06/28/10 -7- holdback agt tbarke\hunter douglas 14162\2\1418913.2 d ~ . ESCROW AGENT CHICAGO TITLE INSURANCE COMPANY 1 � By �' • Joyce,;n A rmstrong, Corn ercial Escrow Officer 4247/001 06/28/10 -8- holdback agt tbarke\hunter douglas 14162\2\1418913.2 • CITY ATTORNEY r ecnityoftua MEMORANDUM DATE: July 19, 2010 CITY OFRENTON TO: Bonnie I. Walton, City Clerk JUL 2 0 2010 FROM: Stephanie Rary, Paralegal RECEIVED CITY CLERK'S OFFICE SUBJECT: Original Holdback and Escrow Agreement re Letter of Credit Granted to Hunter Douglas Real Property, Inc. Enclosed is the original Holdback and Escrow Agreement in the transaction between Hunter Douglas Real Property, Inc., and IIT 1905 Raymond Avenue LLC, for property located at 1905 Raymond Avenue Avenue SW in Renton. I have attached a printout of the card file for the related document from 1997. Please contact me if you have any questions. Enc. RentonNet • Page 1 of 1 • RentonNet HomePageCityCARR Card Fite Logout srary •ITS TimeSheet •eGrapevine New Search Results list •KCA Lookup •City Clerk Record 1 of 6 I_ U •Communications • PBPW FileSys AGREEMENT, HUNTER DOUGLAS/GREEN RIVER •Message Board Title: WATERSHED 97 • Employee Directory •City Forms Effective Date: Jun 23, 1997 •Online Service Desk Date Entered: Jul 28, 1997 by User: CC6 •City Phone Dir Scheduled Destruction Date: Destroyed Date: •HRRM Narrative: • 7/28/97 -Agreement and Easement for Drainage •Facilities Help Channel and Pedestrian Trail between Hunter • Finance Douglas, Inc. and the City. Site is located at SW 19th • Landlnfo Maps Street and Raymond Avenue SW. • Renton WEB Site • Rec#9706230814 • Useful Links • WO#65230 •Telestaff • PID 24230490115 •Bright Ideas! • STR: Sec 24,T23N, R4E • See also: LLA-95-064; SA-96-104 Keywords: • A 9706230814 • 9706230814 A • HUNTER DOUGLAS 97 • SW 19TH ST 97 • RAYMOND AV SW 97 • E SIDE GREEN RIVER WATERSHED 97 • SPRINGBROOK CREEK 97 Location: VAULT Category: http://rentonnet.org/intranet/index.cfm 7/19/2010