REAL ESTATE PURCHASE AND SALE AGREEMENT
SELLER: KENT CENTRAL, L.L.C.
BUYER: EAGLE HARDWARE & GARDEN, INC.
DATED: June 18, 1997
RECITALS
A. SELLER is the owner of that certain real property described on Exhibit
"A" attached hereto in Kent, Washington consisting of a parcel of land
containing approximately 1,292,000 square feet +/- of land area.
B. SELLER desires to convey to BUYER such real property, and also the
related assets described herein, following completion of construction of the
improvements substantially in accordance with the Site Plan depicted on Exhibit
B and the specifications depicted on Exhibit C and on the schedule depicted on
Exhibit D, and BUYER desires to purchase the same, on the terms and conditions
set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are acknowledged by each of the parties hereto, SELLER and
BUYER agree as follows.
SECTION 1: SUBJECT MATTER
The subject matter of this Agreement is the following assets (herein
collectively the "Assets"):
(a) The Seller's right, title and interest in the real property described
on Exhibit "A" hereto, together with all such right, title and interest in and
to all abutting roads and appurtenant easements (herein the "Real Property").
(b) All buildings, structures, fixtures and other improvements to be built
on the Real Property (herein the "Improvements"). The Real property and the
Improvements are herein sometimes collectively referred to as the "Property".
(c) All personal property, (except personal property owned by construction
contractors of the Improvements) of every kind and nature used by SELLER in
connection with the operation of the Property (herein the "Personal Property").
The Personal Property includes, without limitation, all files, records and plans
related to the Assets.
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(d) All warranties in favor of SELLER, and all permits, licenses, operating
agreements,.reciprocal easement agreements, service contracts related to the
Property and/or the Personal Property, (herein collectively the "Intangible
Assets").
(e) The SELLER's interest as Owner in all construction contracts and
related agreements with respect to the Property and all guarantees related
thereto.
SECTION 2: AGREEMENT TO CONVEY
Subject to the satisfaction of all of the conditions contained herein,
SELLER shall convey and BUYER shall purchase the Assets for the price and on the
terms and conditions set forth herein.
SECTION 3: PURCHASE PRICE FOR THE ASSETS
The purchase price for the Assets depicted on Exhibits A & B is Twenty Six
Million Five Hundred Forty Four Thousand Five Hundred Eighty Seven Dollars
($26,544,587.00) (herein the "Purchase Price").
If BUYER shall request any change, addition or alteration in the plans, the
Building standards or the Construction Drawings presented by SELLER, SELLER
shall promptly give BUYER a written estimate of (a) the cost of engineering and
design services to prepare a change order ("Change Order") in accordance with
such request, (b) the cost of the work to be performed pursuant to such Change
Order (including an administrative fee of 5%), and (c) the time delay expected
because of such requested Change Order. Within three (3) business days following
BUYER's receipt of the foregoing written estimate, BUYER shall notify SELLER in
writing whether it approves such written estimate. If BUYER approves such
written estimate, BUYER shall confirm such approval with a signed change order
and a check payable to SELLER in the amount of the Change Order. The foregoing
shall constitute BUYER'S authorization to SELLER to proceed. If such written
authorization and check are not received by SELLER within such three (3)
business days period, SELLER shall not perform any work in connection therewith.
If the completion of construction of the Building is delayed (i) at the request
of BUYER, (ii) by BUYER's failure to comply with the foregoing provisions, (iii)
by changes in the work requested or ordered by BUYER or by extra work ordered by
BUYER, or (iv) because BUYER chooses to have additional work performed by SELLER
(each, a "Construction Delay"), then BUYER shall be responsible for all costs
and expenses occasioned by such delays.
SECTION 4: PAYMENT
The Purchase Price for the Assets shall be paid as follows:
SECTION 4.1 XXXXXXX MONEY DEPOSIT. Five working days after SELLER delivers
a fully executed original of this Agreement to BUYER (the date of such delivery
is
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referred to herein as the "Execution Date"), BUYER shall deliver to Chicago
Title Insurance Company (herein the "Title Company"), at its offices in Seattle,
Washington cash in the amount of $ 1,325,000.00 (herein the "Xxxxxxx Money
Deposit"). The $1,325,000.00 so paid shall be held by the Title Company in
escrow in an insured interest-bearing account with interest to accrue for the
benefit of BUYER. Such $1,325,000.00, and all interest earned thereon while held
by the Title Company, is herein referred to as the "Xxxxxxx Money Deposit". At
Closing, the Xxxxxxx Money Deposit shall be paid to SELLER as part of the
Purchase Price. The Xxxxxxx Money Deposit shall be held, paid and applied as set
forth in this Agreement.
SECTION 4.2 UNIQUE BUILDING DEPOSIT. BUYER acknowledges that SELLER would
design and construct The Improvements differently from the design depicted on
Exhibit B were it not for BUYER's requirements. The proposed building, as
depicted on Exhibit B reflects BUYER's unique configuration with special
features such as dock levelers, mezzanines, etc. In addition to the Xxxxxxx
Money Deposit referred to in Section 4.1 above, and five working days after the
date that SELLER delivers a fully executed original of this Agreement to BUYER
(the date of such delivery is referred to herein as the "Execution Date"), BUYER
shall deliver to Chicago Title Insurance Company (herein the "Title Company"),
at its offices Seattle, Washington cash in the amount of $2,000,000.00 (herein
the "Unique Building Deposit"). The $2,000,000.00 so paid shall be held by the
Title Company in escrow in an insured interest-bearing account with interest to
accrue for the benefit of BUYER. Such $2,000,000.00, and all interest earned
thereon while held by the Title Company, is herein referred to as the "Unique
Building Deposit". At Closing, the Unique Building Deposit shall be paid to
SELLER as part of the Purchase Price. The Unique Building Deposit shall be held,
paid and applied as set forth in this Agreement.
SECTION 4.3 DEPOSITS. The Xxxxxxx Money Deposit and The Unique Building
Deposit are herein collectively referred to as the "Deposits".
SECTION 4.4 CASH AT CLOSING. At Closing, BUYER shall pay to SELLER, in cash
through escrow, the entire Purchase Price, less credits to which BUYER is
entitled hereunder including the Deposit.
SECTION 5: CLOSING
SECTION 5.1 PLACE AND TIME. The closing of the sale and purchase of the
Assets (herein the "Closing") shall occur in escrow with the Title Company at
its offices identified above. Closing shall occur on a date designated by BUYER,
such date to be not later than 5 days following the Completion Date (referred to
in Section 6.2 below), which shall be no later than 12/31/98, unless extended by
written agreement of BUYER and SELLER. The date that the Deed referenced below
is recorded and the Title Company is in a position to disburse funds to SELLER
is hereinafter referred to as the "Closing Date".
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SECTION 5.2 PRORATES AND COSTS. SELLER shall be responsible for and shall
pay one-half (1/2) of the escrow fee, the excise tax, any documentary stamps or
fees and the cost of an extended owner's coverage title insurance policy and any
other costs normally payable by SELLER. BUYER shall be responsible for and shall
pay one-half (1/2) of the escrow fee, the additional premium in order to obtain
the extended coverage policy of title insurance (if required by Buyer),
recording fee, and any other normal costs normally payable by BUYER.
SECTION 5.3 TAX PRORATIONS. All real and personal property taxes
attributable to the Property and the Personal Property for the respective tax
years in which Closing occurs shall be prorated in escrow, as of the Closing
Date.
SECTION 5.4 COOPERATION. At Closing, the parties shall execute and deliver
any and all documents and pay any funds necessary to consummate the transaction
contemplated hereby on the terms set forth herein. Without limiting the
foregoing, SELLER shall deliver to BUYER and to the Title Company all documents
necessary to establish the authority of those persons executing documents on
behalf of SELLER to do so and to convey the Assets.
SECTION 5.5 TITLE INSURANCE. At Closing, SELLER shall deliver to BUYER a
commitment from the Title Company to issue to BUYER the extended coverage title
insurance policy referenced herein. As soon as practicable after Closing, SELLER
shall cause the Title Company to deliver to BUYER a buyer's extended
coveragetitle insurance policy of Chicago Title Insurance Company in the amount
of the Purchase price, insuring a fee simple interest in the Property vested in
BUYER, subject only to the Permitted Exceptions (as defined below).
SECTION 5.6 CONVEYANCE AND POSSESSION. At Closing, SELLER shall execute
(and acknowledge, if appropriate) and deliver the following:
(a) a Statutory Warranty Deed conveying the Property to BUYER free and
clear of all liens, easements, restrictions, encumbrances, and exceptions to or
defects in title, except only for the Permitted Exceptions (as defined below);
(b) a Warranty Xxxx of Sale conveying the Personal Property, if any, to
BUYER;
(c) an Assignment Agreement conveying to BUYER the Owner's Interest and all
related rights, with respect to the Intangible Assets, including all permits,
architect and engineering agreements, construction contracts and any other
agreements related to the Improvements;
(d) such documents as may be necessary to make BUYER the successor
declarant on recorded restrictions which are determined to be Permitted
Exceptions, including the successor declarant on any Reciprocal Easement
Agreement or similar operating agreement, if any;
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(e) such non-foreign person tax affidavits as may be requested by BUYER;
and
(f) restrictions imposed by DOE regarding the Consent Decree described in
section 7.4.
SECTION 5.7 DELIVERIES. At Closing, SELLER shall deliver the following to
BUYER:
(a) all keys to the Property;
(b) copies of all documents related to the Property.
SECTION 5.8 POSSESSION. BUYER shall be entitled to possession of the Assets
from and after the Closing Date.
SECTION 6: CONDITIONS TO BUYERS OBLIGATIONS
The obligation of BUYER hereunder to consummate the transaction
contemplated hereby is subject to the satisfaction of each of the following
conditions, and all other conditions contained herein, any or all of which may
be waived by BUYER, in whole or in part (but only expressly and in writing).
SELLER agrees to use its reasonable best efforts to satisfy such conditions, and
to co-operate with BUYER in the satisfaction of the same. This Agreement is not
contingent on financing.
SECTION 6.1 TITLE TO PROPERTY. At Closing, title to the Property must be
free and clear of all defects, easements, restrictions, liens, security
interests and encumbrances except for those which are deemed to be Permitted
Exceptions pursuant to the provisions of this Section 6.1. No later than Five
days after mutual acceptance of this agreement, SELLER shall obtain and deliver
to BUYER, at SELLER's expense, a preliminary title commitment for extended
coverage covering the Property and all appurtenant easements together with all
legible copies of all documents referenced therein as plats, surveys or
exceptions to title. Within Seven days of BUYER's receipt of preliminary title
report, SELLER and BUYER shall agree upon the legal description of the Real
Property and those exceptions to title shown on such report which shall remain
of record following Closing and shall list the same (herein the "Permitted
Exceptions"); BUYER shall have the right to refuse to agree to list any
exception or to reject the legal description, in BUYER's sole and absolute
discretion. Absent such agreement, BUYER shall have the right to terminate this
Purchase Agreement.
SECTION 6.2 COMPLETION OF CONSTRUCTION. Prior to Closing, and in no event
later than December 31, 1998, SELLER shall complete construction of the
Improvements substantially in accordance with the Site Plan and Schematic
Design depicted on Exhibit B and the specifications depicted on Exhibit C and
on the schedule depicted on Exhibit D. This condition shall be deemed
satisfied when the City of Kent delivers its Certificate of Occupancy and the
Architect has executed a Certificate of Substantial Completion. (The
"Completion Date"). As used herein, the term "Substantial Completion" shall
mean that the Improvements have been completed in substantial accordance with
the Final Plans
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subject only to completion of minor punch list items which do not interfere with
the utilization of the Improvements for the purposes for which they were
intended in any material way and that if a conditional or temporary occupancy
permit is customarily issued for construction of the Improvements before
punchlist items are completed, then such permit has been issued by the
appropriate local governmental authority. Landscaping and other exterior items
shall not prevent the occurrence of Substantial Completion.
SECTION 6.3 ENVIRONMENTAL CLEANUP. Seller shall have completed the required
environmental cleanup of the property required to obtain the anticipated Consent
Decree prior to the Completion Date,
SECTION 7: REPRESENTATIONS AND WARRANTIES OF SELLER (A "WARRANTY")
SECTION 7.1 TITLE AND CONVEYANCE. SELLER owns the Assets free and clear of
any and all liens, claims, encumbrances and adverse interests other than those
shown on the preliminary title report discussed above; at Closing, title to the
Assets shall be free and clear of all liens, claims, encumbrances and adverse
interests except only that the Permitted Exceptions shall apply to the Property.
SELLER has full right, power and authority to convey the Assets in accordance
with this Purchase Agreement. No approval or consent of any person, firm or
other entity is required to be obtained by SELLER to permit SELLER to consummate
the transaction contemplated in this Purchase Agreement.
SECTION 7.2 INFORMATION AND DOCUMENTS. To the best of Seller's actual
knowledge, all information and documents delivered by SELLER in connection with
the transaction contemplated hereby, including all documents and information to
be delivered pursuant to Section 6 above, are and shall be complete, true and
accurate.
SECTION 7.3 EXISTING TENANCIES. To the best of Seller's actual knowledge,
there are no leases or tenancies affecting all or any part of the Property.
There are no written or oral promises, understandings, agreements or other
commitments between SELLER, and any tenant or any other person, affecting the
Assets which have not been disclosed, in writing, to BUYER.
SECTION 7.4 HAZARDOUS MATERIALS
(a) DEFINITION. The term "Hazardous waste or materials or substances" as
used in this Agreement is used in its very broadest sense and includes, but is
not limited to, materials and substances designated as hazardous under any
federal, state or local act or ordinance.
(b) SELLER'S REPRESENTATIONS. Seller represents that the subject site is
the former site of Birmingham Steel. This site contains some materials
designated as hazardous by the DOE. Seller is in the process of cleanup
necessary to obtain a Consent Decree and Covenant Not To Xxx from the Department
of Ecology. The Consent Decree will allow the uses of the site including
warehousing. It is anticipated that the Consent Decree will
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prohibit access to the ground water and uses such as residential uses and
schools. The Consent Decree will be assigned to Buyer at closing.
SECTION 7.5 STATUS OF SELLER. SELLER is not a foreign person, foreign
partnership, foreign corporation or foreign trust, as such terms are defined in
Section 1445 of the Internal Revenue Code, as amended, or the regulations
thereunder.
SECTION 7.6 CONTRACTS. All contracts which are a part of the Assets
(including, without limitation, all contracts included in the Intangible
Assets), are valid and enforceable obligations of the signatories thereto.
SELLER has not assigned its interest in or waived any right under any of such
contracts. No consents are necessary for assignment of any contract pursuant
hereto and no such assignment will be a default under any such contract. There
shall not be, at Closing, any contracts affecting the Assets other than those
previously reviewed by BUYER or entered into by BUYER. Each of such contracts
will be free from default and no act, event, occurrence or omission has occurred
or exists which, together with notice, the passage of time, or both, would
constitute such a default.
SECTION 8: REPRESENTATIONS AND WARRANTIES OF BUYER
SECTION 8.1 AUTHORITY. BUYER has full right, power and authority to
purchase the Assets in accordance with this Purchase Agreement. No approval or
consent of any person, firm, lender or other entity is required to be obtained
by BUYER to permit BUYER to consummate the Transaction contemplated in this
Purchase Agreement.
SECTION 9: INDEMNIFICATION
Except as otherwise specifically provided herein, SELLER shall be
responsible for and pay, and shall defend, indemnify and hold BUYER and the
Assets harmless from, any and all liens, liabilities, losses, claims and causes
of action (including related attorney's fees, fines, remediation costs and all
other costs) which are related to the required environmental cleanup described
in Section 6.3 the inaccuracy or alleged inaccuracy of any Warranty and/or are
related to breach of any covenant of SELLER contained herein. BUYER shall hold
harmless and defend SELLER from any action, liabilities, losses, claims and
causes of action (including related attorneys' fees, fines, remediation costs
and all other costs), (a) which are incurred or which arise relating to the
Assets after the Closing Date, and/or (b) are related to the inaccuracy or
alleged inaccuracy of any Warranty and/or are related to breach of any covenant
of BUYER contained herein.
SECTION 10: BROKERS
Each party represents to the other party that it has not had dealings with
any real estate broker or finder which has created the obligation to pay a
commission or fee with respect to this transaction other than Xxxxx
Xxxxxxxx/Xxxx Xxxxxxx of CB Commercial and
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Xxxx Xxxxxxx/Xxxxx Xxxx of Xxxxxx Xxxxxxx and Xxxxxx (the "Brokers"). A
commission will be paid by SELLER to the Brokers pursuant to a separate
agreement. Each party shall indemnify the other against any claim arising out of
the indemnifying party's conduct with any other brokers or finders.
SECTION 11: TERMINATION; BREACH BY SELLER
SECTION 11.1 RIGHTFUL TERMINATION. In the event that this Agreement is
rightfully terminated by BUYER or SELLER pursuant to the terms hereof, the
Deposit shall be returned to BUYER and, except as provided in Section 11.2 or 12
below, if applicable, neither party shall have any further liability.
SECTION 11.2 BREACH BY SELLER. In the event SELLER shall fail to fully and
timely perform any of its obligations or duties hereunder or shall fail to
consummate the sale of the Assets for any reason, or any of SELLER's Warranties
contained herein are false, BUYER may, without limiting any other rights and
remedies of BUYER, including, without limitation, any rights or remedies set
forth in this Agreement:
(1) Specifically enforce performance of this Agreement or any provision
hereof;
(2) Receive a refund of the Deposits;
(3) Terminate this Agreement and/or be excused from further performance
hereunder.
SECTION 12: BREACH BY BUYER
In the event BUYER should breach its obligations hereunder and as a result
of such breach BUYER shall fail to consummate the purchase of the Assets, SELLER
shall be entitled to retain the Xxxxxxx Money Deposit the same being agreed upon
as liquidated damages for the failure of BUYER to consummate the contemplated
transaction; in addition, SELLER shall be entitled to retain the Unique Building
Deposit in order to reimburse SELLER for the specific costs related to the
unique building design; PROVIDED THAT, in the event there is a delay in closing
the sale caused by a third party, the closing date shall be extended for a
reasonable time to complete said closing, but in no event later than 15 days
following the Completion Date. BUYER will pay SELLER $6,636.00 per day if
closing is delayed by a third party working for BUYER. SELLER agrees to accept
and take such amount as its total damages and relief and as SELLER's sole and
exclusive remedy hereunder. The parties acknowledge that such sums constitute a
fair estimate of the actual damages which SELLER would suffer and that such
actual damages would be difficult or impossible to prove with certainty.
SECTION 13: NOTICE
Any notice required or permitted hereunder shall be in writing, and shall
be deemed given and received only when personally delivered (by overnight
courier service
8
or facsimilie transmission or otherwise) and actually received by the recipient
at the following addresses or facsimilie numbers:
If to the SELLER:
Benaroya Capital Company, L.L.C.
0000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxxxx 00000
Attn: Xxxxx Xxxxxxxx, Manager
Fax No. (000) 000-0000
If to the BUYER:
Eagle Hardware & Garden, Inc.
000 Xxxxxx Xxxxxx XX
Xxxxxx, Xxxxxxxxxx 00000
Attn: Xxxxxxx Xxxxxx, President
Fax No. (000) 000-0000
With a copy to:
Xxxxxxx Xxxxxxx
0000 X.X. Xxxx Xx.
Xxxxxxxxxx Xxxxxx, XX 00000
Fax No. (000) 000-0000
Either party may change its addresses above by written notice given as
aforesaid.
SECTION 14: PARTIES BOUND; THIRD PARTIES
This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns. There are no third
party beneficiaries hereof, this Agreement being solely for the benefit of
SELLER, BUYER, and any assignee of BUYER.
SECTION 15: TIME OF ESSENCE
Time is of the essence of this Agreement.
SECTION 16: RISK OF LOSS
SELLER shall bear the risk of all loss or damage to the Property and the
Personal Property from all causes, through the Closing Date. If, prior to the
Closing Date, all or part of the Property or Personal Property is damaged by
fire or by any other insured casualty, or any portion of the Property is taken
by eminent domain or threatened by such a taking, SELLER shall promptly GIVE TO
BUYER full written notice of the same, and shall keep BUYER fully informed as to
any insurance matters related thereto. SELLER shall
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use its reasonable best efforts to restore and repair the damage and replace
damaged elements of the Property and the Personal Property utilizing the
insurance proceeds or condemnation award such that the same shall be put, to the
extent possible, into at least as good of a quality and condition as immediately
prior to such damage, and shall thereafter proceed to complete construction of
the Improvements as contemplated and within the timeframe required herein.
SECTION 17: INTERPRETATION
This Purchase Agreement is the full and final agreement of SELLER and BUYER
with respect to the purchase and sale of the Assets and supersedes all prior
negotiations, offers, counter offers and letters of intent. This Purchase
Agreement may only be amended by a written instrument, executed by BUYER and
SELLER. No waiver of any right by BUYER shall be established absent proof of a
written document, executed by BUYER, expressly setting forth such waiver. In the
event any provision hereof is unenforceable as written, the parties desire that
such provision be enforced to the fullest extent of the law, and that the
balance of this Agreement remain fully enforceable. This agreement shall be
governed by and construed in accordance with the laws of the State of
Washington.
SECTION 18: SURVIVAL
All Warranties, and BUYER's right to enforce or assert a breach of the
same, shall survive any investigation by BUYER, execution hereof, the Closing of
the transaction contemplated hereby, and the execution and delivery of any
documents at Closing, and shall not be merged into any document delivered by
SELLER and BUYER at Closing. All indemnity, default, and attorneys fees
provisions hereof, together with all provisions hereof which so contemplate,
shall survive termination hereof and/or Closing, and shall not be so merged.
SECTION 19: ATTORNEYS FEES
In the event of litigation between the parties concerning the Assets, this
Agreement, or the rights and duties of either in relation thereto, the
prevailing party in such litigation shall be entitled, in addition to such other
relief as may be granted, to receive from the losing party a reasonable sum as
and for its costs and attorneys fees incurred both at and in preparation for
trial and any appeal or review, such sum to be set by the court(s) before which
the matter is heard. The foregoing provision shall apply to arbitration
proceedings, and also to any proceedings of any nature in bankruptcy court,
including proceedings regarding issues unique to bankruptcy law.
SECTION 20: REPRESENTATION
Each of the parties hereto have been represented by legal counsel of their
choice in respect to this transaction. This Agreement shall not be construed
adversely against either
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party by reason of the attorney for such party having prepared the same for
review by the parties.
SECTION 21: COUNTING OF DAYS
Whenever a time period set forth in this Agreement would otherwise expire
on a Saturday, Sunday, or banking or federally recognized holiday, such time
period shall be deemed extended to the next following business day. Whenever a
time period set forth in this Agreement extends beyond the scheduled Closing
Date, the Closing Date shall be extended to allow BUYER the full benefit of such
time period (for example, the Closing Date shall be extended, if necessary, to
allow BUYER the full benefit of the five day period referenced in Section 5
above).
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date first above written.
BUYER:
Eagle Hardware & Garden, Inc.
Date: 6/27/97, 1997 /s/Xxxxx J Heeremperger
------------------------------
By:
------------------------------
By:
SELLER:
Kent Central, L.L.C.
Date:____________, 1997 /s/Xxxxx X Xxxxxxxx
------------------------------
By: Xxxxx R, Benaroya, Manager
EXHIBITS
--------
A. Description of Real Property (To be attached)
B. Site Plan and Schematic Design
C. Specifications
D. Construction Schedule
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[LOGO]
EXHIBIT "C"
EAGLE HARDWARE
OUTLINE SPECIFICATIONS
December 9, 1996
DIVISION 1 - GENERAL REQUIREMENTS
1.1 SUMMARY OF THE WORK
A. The work includes the construction of a 654,408sf concrete
tilt-up building. The new construction shall include a steel roof
structure with wood decking, a 154,000sf mezzanine, tilt-up
concrete walls, a 4-ply built-up roof with related site work.
1.2 BUILDING FEATURES
A. The gross new building areas are as follows:
Base building: 654,408sf
B. Warehouse Clear Height: 30'
1.3 APPLICABLE CODES
A. The work shall be completed in accordance with these
specifications, the working drawings, and all applicable local
codes.
B. All work shall be completed in accordance with the requirements
of the City of Kent, WA, Building Department.
0000 X. Xxxxxx Xxx. X. Xxxxx 000
X.X. Xxx 000
Xxxxxx, Xxxxxxxxxx 00000-0000
(000) 000-0000
(000) 000-0000
FAX (000) 000-0000
[SEAL]
1.6 GENERAL
A. All material shall be new. All work shall be performed in a
professional workmanlike manner in accordance with generally
accepted practices.
B. Contractor shall provide temporary power, water, lighting,
sanitary facilities, temporary field office, temporary fire
protection, safety barriers and trash removal which may be
required during construction and pay for all costs in connection
with same including their removal.
1.7 WARRANTY
A. Contractor shall warrant all work for a period of one year from
the date of substantial completion. All equipment warranties
shall be provided.
1.8 SCHEDULE
A. Contractor shall maintain a CPM progress schedule and hold weekly
construction meetings.
1.9 TESTING
A. A complete geotechnical subsurface soils report shall be provided
by the owner. (Seller)
B. Compaction testing shall be provided by the contractor to ensure
proper compaction of fill material in the building and parking
areas.
C. Concrete testing will be provided by the contractor. Concrete
test cylinders and slump tests shall be made during concrete
placement. An independent technician shall be present part time
during construction of footings and wall panels and full time
during floor slab pours.
1.10 SURVEYS
A. Owner to provide property corners, bench xxxx, and topographical
survey. - (by Seller)
B. Contractor to provide survey for construction activities
including building layout, earthwork, utility installation, and
paving.
DIVISION 2 - SITEWORK
2.1 EARTHWORK
A. Erosion control
B. The building pad and parking areas will receive 1'-0" Class "A"
material.
C. The building pad will receive 4'-0" unclassified fill material.
D. The pad will receive a 2'-0" surcharge comprised of the material
to be placed in the site.
2.2 PAVING AND SURFACING
A. All paving shall consist of 3" of Class "B" compacted asphaltic
concrete mix supported by 6" of compacted stone base material.
2.3 CURBS
A. 6" concrete extruded curbs shall be provided at the perimeter of
the car parking and truck maneuvering areas.
2.4 WALKS
A. Sidewalks shall be 4" thick concrete with a broom finish.
2.5 SITE UTILITIES
A. A complete utilities system will be provided.
2.6 LANDSCAPING & IRRIGATION
A. Landscaping shall be per City of Kent standards.
DIVISION 3 - CONCRETE
3.1 MIX DESIGN
A. All concrete shall consist of proper proportions of Portland
Cement, coarse aggregates, fine aggregates and clean water
conforming to application of A.S.T.M. Standard Specifications.
(1) Concrete for footings, foundations and slabs shall be a
minimum of 3,000 psi strength at (28) days, 5 sack mix.
(2) Concrete for tilt-up panels shall be a minimum of 3,500 psi
strength at (28) days, 5- 1/2 sack mix.
(3) Concrete for exterior sidewalks shall be a minimum of 3,500
psi strength at (28) days, 5 sack mix, air entrained.
3.2 CONCRETE SLABS
A. The warehouse area floor slab shall be 5" thick.
B. The floor slab shall be unreinforced.
C. Construction joints shall consist of greased 1/2" x 24" smooth
dowels, 24" on center.
D. The concrete floor slab shall have construction joints or saw cut
control joints at 20 ft. maximum on center.
3.3 FOOTINGS & FOUNDATIONS
A. The interior columns shall be supported on poured concrete
footings that are reinforced with steel reinforcing bars.
B. The precast panels shall be supported on continuous concrete
footings.
3.4 TILT-UP CONCRETE WALLS
A. The perimeter building walls shall be 7 1/4" tilt-up concrete
wall panels per plan.
DIVISION 5 -METALS
5.1 STRUCTURAL STEEL
A. Structural steel shall be A.S.T.M. A36 fabricated and erected in
accordance with latest American Institute of Steel Construction
Specifications.
B. All steel columns will be tube columns.
5.2 ROOF STRUCTURE
A. Roof structure shall be comprised of Vulcraft type steel girder
trusses, steel purlins with 1 3/4" nailers, 2x6 stiffeners, and
the roof deck will be 15/32" O.S.B.
5.3 MEZZANINE STRUCTURE
A. The 152,210sf mezzanine structure shall be comprised of Vulcraft
type steel girder trusses with steel trusses at 6'-0" O.C. The
mezzanine deck shall be 22 gage G60 steel deck with a 3" topping
slab.
5.2 MISCELLANEOUS STEEL
A. One roof scuttle ladder and hatch shall be provided at each end
of building.
DIVISION 7 - THERMAL & MOISTURE PROTECTION
7.1 ROOFING & SHEET METAL
A. Roof membrane shall be a 4-ply built-up fiberglass roof with a
mineral cap surface with R-11 batt insulation.
B. Copings, gutters and downspouts shall be preprimed, 24-gauge,
sheet metal fabricated in accordance with SMACNA.
C. A 2-year warranty has been included for the roofing.
D. Flashing and counter-flashing for the rooftop units shall be
provided in accordance with SMACNA.
7.2 CAULKING & SEALANTS
A. All exterior tilt-up concrete joints shall be caulked using a
2-part Dymeric polyurethane. The joints shall also have a xxxxxx
xxx behind the caulk (exterior only).
DIVISION 8 - DOORS & HARDWARE
8.1 HOLLOW METAL DOORS & FRAMES
A. Hollow metal door frames shall be provided. Frames shall be
welded type.
B. Exterior hollow metal doors shall be 1-3/4" thick seamless flush
foam filled doors. Doors shall be constructed of 18 gauge steel.
C. All materials, construction and installation shall be in
accordance with the specification of the Steel Door Institute.
8.2 HARDWARE
A. All exterior doors shall receive one and one-half (1-1/2) pair
ball bearing
hinges, closer, lever arms, lock set, weather stripping,
threshold, wipe strip, drip cap and latch guard.
B. All hardware shall have a dull chrome finish (626D) and be of
Series "S" commercial quality as manufactured by Schlage or
equal. All hinges and latches will be steel with a stainless
steel finish and all closers will be aluminum.
8.3 OVERHEAD DOORS
A. (146) - 8'x10' and (4) - 14'x16' overhead doors have been
provided.
B. Doors shall be counterbalanced overhead, with a baked on enamel
prime finish.
B. 24-gauge non-insulated sectional doors with 2" tracks.
C. All overhead doors shall be manual operation. 8'x10' only to
manual. All 14'x16' O.H. doors shall be electrically operated.
8.4 STOREFRONTS & WINDOWS
A. Storefront and windows include the use of clear anodized aluminum
storefronts with narrow stile entrance doors, standard hardware
and 3/16" reflective 1" O.A. insulating glass.
8.5 SKYLIGHTS/SMOKE VENTS
A. Single dome smoke vents.
DIVISION 9 - FINISHES
9.1 PAINTING
A. The exterior tilt-up concrete wall panels shall be painted with
(2) coats of acrylic paint.
9.2 GWB
A. Draft curtains to be provided per building code requirements.
DIVISION 10 - SPECIALTIES
10.1 SIGNS
A. Handicapped parking stall signs shall be provided as required.
DIVISION 11 - EQUIPMENT
11.1 EDGE OF DOCKS
A. All overhead doors to receive a Model FX 35,000 lb. capacity
mechanical dockleveler manufactured by Xxxxxx.
DIVISION 14 - CONVEYANCE SYSTEMS
14.1 ELEVATOR
A. Dover 2100 Series Hydraulic elevator.
DIVISION 15 - MECHANICAL
15.1 PLUMBING
A. A sanitary sewer line is run to each office module.
B. 2" waterline stubbed into building and capped.
15.2 FIRE PROTECTION
A. A complete wet fire sprinkler system shall be provided
throughout the building.
- An ESFR system shall be provided in all high bay areas.
- The areas below the mezzanine will receive a system to
accommodate storage of Class IV materials to 15' high.
The system will provide .29 gpm over 2000 sf.
- The areas above the mezzanine will receive a system to
accommodate storage of Class IV materials to 12' high.
The system will provide .17 gpm over 2000 sf.
15.3 WAREHOUSE HEATING
A. The warehouse to have gas fired unit heaters for freeze
protection of 8 BTU's per SF per N.R.E.C.
DIVISION 16 - ELECTRICAL
16.1 SERVICE
A. Electrical service to building to be 1,200 amp, 277/480 volt,
3-phase service. One 100 amp, 277/480 volt, 3-phase service with
a 15 kva transformer and (1) 100 amp, 120/208 volt, 3-phase panel
for house lighting and power. Alternate 1,600 amp service to be
at Eagle's option.
B. The electrical service to the building shall be underground. The
power transformer shall be sized and installed by Puget Power.
16.2 POWER WIRING
A. The power wiring for the unit heaters shall be provided.
B. Power for the phone board shall be provided.
C. Power for the irrigation system shall be provided.
D. Power for the fire alarm system shall be provided.
16.3 LIGHTING
A. The warehouse lighting shall be high bay metal halide fixtures 15
footcandles at 3' above floor.
B. The egress lighting shall be single or double faced with battery
backup and shall be provided as required by code.
C. Emergency lighting will be provided by high bay fixtures power by
an emergency generator and as required by code.
D. Site lighting shall be provided by wall pacs and will provide 0.5
footcandles at the outside edge of paving.
16.4 TELEPHONE/DATA
A. Two (2) 4" conduits with pull string for telephone service shall
be provided.
B. All other telephone and data wiring to be provided by owner or
Buyer (Eagle).
DIVISION 17 - EXCLUSIONS & CLARIFICATIONS
17.1 ITEMS PROVIDED BY OWNER (Seller) (Seller is Kent Central, LLC)
A. Gas and electric company recoupment and/or other utility capacity
charges. The underground electrical fees are not included. - by
Seller
B. Telephone and communications system. - by Eagle (Buyer)
D. Connection of the fire suppression to a central monitoring
station. - by Seller
E. 8.2% Washington Sales Tax. - by Seller
F. Building permit costs and plan check fees, mitigation costs,
water, storm or sewer assessments. - all by Seller
G. Hose stations. - by Eagle (if required - See Xxxxx Xxxxxxxx
letter 6/26/97)
H. Environmental assessment study or any testing for hazardous
materials. - by Seller
I. Removal of underground obstructions, i.e., rock, trash, toxics,
etc., or unsuitable materials. - all by Seller
J. Architectural and engineering fees. - by Seller
X. Xxxxx. - by Seller
L. Site and building demolition. - by Seller
[LOGO]
XXXXXX FX-REGISTERED TRADEMARK- DOCKLEVELER
[ART]
SUMMARY OF FEATURES
- High volume, low-pressure airbag lifting mechanism.
- Lifting bag with polyvinylchloride coated, polyester fibers retains lifting
effectiveness even when punctured; easily repaired with adhesive vinyl
patches.
- Lifting bag operates under temperature extremes of -65 degrees to +150
degrees F.
- 60,000 lbs. structural dock levels support legs. Drop tested to the full
rated capacity of the dockleveler.
- Lifting bag, gaskets,and fittings resistant to chemical exposure and rodent
damage.
- 10 amp fan with two-stage, single-speed, self-cleaning filters, UL-approved
motor--runs off 115 volt single-phase electrical outlet.
- Shielded NEMA 4 push-button activation.
- Automatic lip extension with every cycle.
- Filtered, self-cleaning fan motor reverses air direction through fan motor
housing.
- Full operating range toe guards with yellow OSHA required markings (per
ANSI Z535).
- Self-cleaning lug-type lip hinge with lifetime warranty.
[LOGO]
SPECIFICATIONS FX-REGISTERED TRADEMARK- Dockleveler
ARCHITECTURAL SPECIFICATIONS (SHORT FORM)
Automatic adjustable dockleveler(s) to be 8' long x 6' wide, (25,000
lbs.-50,000 lbs.) capacity of dockleveler per ANSI MH 14.1-87. To be fully
automatic, air operated with heavy-duty, shielded NEMA 4 Push-button control
box as standard. Electrical requirements to be standard 115v single phase
for ease of installation. Gravity Lip-TM- Automatic Lip Extension ensures
proper lip extension, with descent of dockleveler into trailer. Below Dock
Control Chain supplied to retract dock level support legs for complete
servicing of trailers below dock. Below Dock Control Chain also allows for
lowering of leveler without extending lip. Full operating range toe guards
with OSHA required (per ANSI Z535.1) yellow markings. Dockleveler to be
complete package including motor housing assembly, full operating range toe
guards, integral maintenance strut for deck, and lip lock. Two heavy duty
dock bumpers as standard. To meet ANSI MH 14.1-87 and CS 202-56 standards.
To be Xxxxxx model FX6x8-35 as distributed by Pace Material Handling.
FX dockleveler available in 6, 6.5, and 7 foot widths as well as 6, 8, and 10
foot lengths. Capabilities from 25 to 50,000 lbs. Consult factory.
Actual life of any dockleveler is dependent on gross load weight, weight
distribution, angle of incline, type of forklift truck, number of forklift
truck wheels, type of tire and speed of forklift truck. Proper
application, based on actual operating conditions, can be made by use of an
authorized Xxxxxx Dock Systems Distributor.
OPERATION
- Dockleveler rises when NEMA 4 shielded push-button is pushed and held.
- Gravity Lip-TM- automatically extends as deck section descends into trailer
bed.
- After loading or unloading is complete dock attendant pushes button to
activate air system and raise dockleveler. Gravity Lip-TM- falls pendant
and dockleveler is stored.
- In stored position, dockleveler is fully supported by docklevel support
legs.
- Ramp may be lowered to fully supported below dock level position, without
extending lip, to service low trucks in end load situations.
CONSTRUCTION
- Unitized ramp section.
- Self cleaning lug-style lip hinge with lifetime warranty.
- Fully welded, easy-to-clean subframe.
- Airbag and fan motor subassembly.
- Fixed rear hinge provides 4" of side-to-side tilt without gap at rear hinge.
WORKING (SERVICE) RANGE
Six and eight foot long models - 24' from 12" above dock to 12" below. Ten
foot long models - 30', from 18" above dock to 12" below.
OPTIONAL FEATURES1
- Foam insulated ramp.
- Abrasive skid resistant ramp and lip surface.
- Spray metalized ramp, lip and frame.
- Eighteen or twenty inch lip. Recommended for use when servicing
refrigerated trailers.
- Minimum lip bend to reduce crown between deck and lip for use with
mechanical handling equipment with low underclearance.
- Smooth plate deck and lip.
- Custom specified color.
- Black and yellow striped toe guards.
ACCESSORIES
- Spacer kit for existing pits and new construction sloped pits--recommended
for food and food service applications.
- Curb angle sets.
- Side and rear weatherseal.
- Self-forming pans.
- Self-contained frames.
XXXXXX RECOMMENDS
- AUTOCHOCK-TM- truck restraining system.
- TRUKSTOP-TM- truck restraining system.
- TRUKALERT-TM- illuminated loading dock communications
package.
- SENTRY-TM- Safety Gate
SHIPPING WEIGHTS
-----------------------------------------------------------------------------------------
25,000 LB. 30,000 LB. 35,000 LB. 40,000 LB. 45,000 LB. 50,000 LB.
MODEL CAPACITY CAPACITY CAPACITY* CAPACITY CAPACITY* CAPACITY
-----------------------------------------------------------------------------------------
FX 6 x 6 1360 1460 1460 1612 1612 1669
FX 6 x 8 1648 1761 1761 1943 1943 2028
FX 6 x 10 2007 2132 2132 2345 2345 2456
FX 6.5 x 6 1453 1557 1557 1656 1656 1714
FX 6.5 x 8 1739 1860 1860 1991 1991 2076
FX 6.5 x 10 2154 2293 2293 2461 2461 2572
FX 7 x 6 1549 1657 1657 1793 1793 1851
FX 7 x 8 1843 1972 1972 2143 2143 2227
FX 7 x 10 2300 2454 2454 2666 2666 2777
-----------------------------------------------------------------------------------------
* Reinforced.
Consistent with our policy of continuing product improvement, we reserve the
right to change these specifications without notice or obligation.
-C-1996 Xxxxxx Dock Systems Form Xx. 00-000 X0
Xxxxxx Xxxx Systems
0000 X. Xxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000-0000 XXX
TEL: (000) 000-0000
FAX: (000) 000-0000
EXHIBIT D
CONSTRUCTION SCHEDULE
Date Completed Duration Event
-------------- -------- -----
June 25, 1997 Approve Building Footprint
July 7, 1997 10 Days Approve Schematic Design
July 28, 1997 3 weeks Complete Construction Drawings
October 28, 1997 1-3 Months Obtain Construction Permit
May 16, 1998 200 Days Substantial Completion
EXHIBIT A
ALTERNATIVE 1
EAGLE HARDWARE & GARDEN WAREHOUSE
WITH 50-FOOT ROAD ALONG SOUTH LINE
PARCEL A:
All of Tract 5 and those portions of Tract 1 and the unplatted Tract "A," Kent
Five Acre Tracts, according to the plat thereof, recorded in Volume 10 of Plats,
page 19, in King County, Washington, described as follows:
COMMENCING at the Southeast corner of the Northeast quarter of the Southeast
quarter of Section 12, Township 22 North, Range 4 East, Willamette Meridian, in
King County, Washington;
THENCE West along the South line of said subdivision 30 feet to a point on the
West margin of Primary State Highway No. 5 (84th Avenue South), said point being
the Southeast corner of said unplatted Tract "A" and the TRUE POINT OF
BEGINNING;
THENCE North along the West line of Primary State Highway No. 5, a distance of
30 feet;
THENCE West parallel with the South line of said Tracts 1 and "A," a distance of
320 feet;
THENCE North parallel with the East line of said Tracts 1 and "A," 291.7 feet,
more or less, to the North line of said Tract 1;
THENCE West 328.5 feet, more or less, to the Northwest corner of said Tract 1;
THENCE South 321.7 feet, more or less, to the Southwest corner of said Tract 1;
THENCE East along the South line of said Tracts 1 and "A," 648.5 feet, more or
less, to the TRUE POINT OF BEGINNING;
EXCEPT the East 12 feet of the South 30 feet of Tract "A," conveyed to the City
of Kent for street by deed recorded under Recording No. 7209150092; and
EXCEPT that portion conveyed to the City of Kent for street by deed recorded
under Recording No. 7908130086;
ALSO EXCEPT that portion of Tract 2 of Kent Five Acre Tracts, according the plat
thereof recorded in Volume 10 of Plats, page 19, in King County, Washington,
described as follows:
BEGINNING at the Southeast corner of said Tract 2;
THENCE North 88DEG. 26' 13" West along the South line of said Tract 2, a
distance of 320.00 feet;
THENCE North 01DEG. 14' 06" East parallel with the East line of said Tract 2, a
distance of 288.18 feet to the South line of the North 50 feet of said Tract 2;
THENCE South 88DEG. 25' 58" East along said South line of the North 50 feet of
Tract 2, a distance of 320.00 feet to the East line of said Tract 2;
THENCE South 01DEG. 14' 06" West along said East line, a distance of 288.16 feet
to the POINT OF BEGINNING;
EXCEPT the East 12 feet thereof for 00xx Xxxxxx Xxxxx;
Situate in the County of King, State of Washington.
[SEAL]
XXXX X. XXXXXXXX
XXXXX XX XXXXXXXXXX
00000
REGISTERED
PROFESSIONAL LAND SURVEYOR
EXPIRES 8/4/98
/s/Xxxx X. Xxxxxxxx
6-18-97
Project: Kent Warehouse
June 18, 0000
-0-
XXXXXX B:
Xxxxxx 0, 0 xxx 0, Xxxx Xxxx Xxxx Tracts, according to the plat thereof,
recorded in Volume 10 of Plats, page 19, in King County, Washington;
EXCEPT the West 20 feet of said Tract 9, condemned for drainage ditch by
Drainage District Xx. 0, xx Xxxx Xxxxxx Xxxxxxxx Xxxxx Xxxxx Xx. 000000; and
EXCEPT the East 12 feet of Tract 2, conveyed to the City of Kent for street by
deed recorded under Recording No. 7209150101; and
EXCEPT that portion conveyed to the City of Kent for street by deed recorded
under Recording No. 7908130086.
PARCEL C:
Unplatted Tract "B," as shown and delineated on the plat of Kent Five Acre
Tracts, according to the plat thereof, recorded in Volume 10 of Plats, page 19,
in King County, Washington;
EXCEPT the West 20 feet thereof condemned for drainage ditch by Drainage
District Xx. 0, xx Xxxx Xxxxxx Xxxxxxxx Xxxxx Xxxxx Xx. 000000; and
EXCEPT that portion thereof lying North of the Westerly extension of the
centerline of Xxxxx 000xx Xxxxxx; and
EXCEPT that portion thereof conveyed to the City of Kent for street by deed
recorded under Recording No. 7908130086.
PARCEL D:
That portion of the South half of the Southeast quarter of Section 12, Township
22 North, Range 4 East, Willamette Meridian, in King County, Washington,
described as follows:
COMMENCING at the Northeast corner of said South half of the Southeast
quarter;
THENCE West along the North line of said South half of the Southeast quarter, 30
feet to an intersection with the West margin of Primary Xxxxx Xxxxxxx Xx. 0
(00xx Xxxxxx Xxxxx) and the TRUE POINT OF BEGINNING;
THENCE CONTINUING West along said North line to the Easterly margin of the
right-of-way of the Northern Pacific Railway Company;
THENCE Southeasterly along said Easterly margin to the Northwest corner of Tract
8, Xxxxx'x Valley Home Addition to Kent, according to the plat thereof, recorded
in Volume 7 of Plats, page 22, in King County, Washington;
THENCE East along the North line of said addition to an intersection with a line
parallel with and 320 feet West of the West margin of Primary State Highway No.
5;
[SEAL]
XXXX X. XXXXXXXX
XXXXX XX XXXXXXXXXX
00000
REGISTERED
PROFESSIONAL LAND SURVEYOR
EXPIRES 8/4/98
/s/Xxxx X. Xxxxxxxx
6-18-97
Project: Kent Warehouse
June 18, 1997
-2-
THENCE North parallel with the West margin of Primary Xxxxx Xxxxxxx Xx. 0 to an
intersection with a line 30 feet South of and parallel with the North line of
the South half of the Southeast quarter of said Section 12;
THENCE East along said parallel line to the West margin of Primary State Highway
No. 5;
THENCE North along said West line 30 feet to the TRUE POINT OF BEGINNING;
EXCEPT the Westerly 20 feet thereof condemned for drainage ditch by Drainage
District Xx. 0, xx Xxxx Xxxxxx Xxxxxxxx Xxxxx Xxxxx Xx. 000000; and
EXCEPT the East 12 feet conveyed to the City of Kent for street by deed recorded
under Recording No. 7209150092;
TOGETHER WITH that portion of Xxxxx 000xx Xxxxxx adjoining as vacated by City
of Kent Ordinance No. 3293 recorded under Recording Nos. 9608080143 and
9701280976 which would attach by operation of law.
[SEAL]
XXXX X. XXXXXXXX
XXXXX XX XXXXXXXXXX
00000
REGISTERED
PROFESSIONAL LAND SURVEYOR
EXPIRES 8/4/98
/s/Xxxx X. Xxxxxxxx
6-18-97
Project: Kent Warehouse
June 18,1997
-3-
[SITE PLAN]
[SITE PLAN]
[LETTERHEAD]
June 26, 1997
Xx. Xxxxxxx Xxxxxx
Xx. Xxxxx Xxxxxxx
Eagle Hardware & Garden
000 Xxxxxx Xxxxxx XX
Xxxxxx, Xxxxxxxxxx 00000
Dear Xxxx and Rich,
Thank you for your call advising me that Xxxx has signed the agreement, but as a
final outstanding item, needs clarification/correction of Exhibit C, paragraph
17 - Exclusions and Clarifications.
As we discussed, Xxx is not including the items in paragraph 17 in their
contract with us.
In our agreement with you, those items are all included with the exception of
items B and G.
As to item B, we will bring telephone service to the building. You will provide
the telephone and communications systems.
As to item G, when the Kent Fire Department does its inspection of your facility
sometime after you take occupancy of the building, they may determine, based
upon your occupancy, that you need hose stations. If any were required, they
(like the phone system) would be related to your specific use and would be at
your cost. (We don't expect any hose stations will be required since none have
been required in the 3 other buildings we have built in Kent in the past year.)
We will be ready to begin moving dirt from Xxx Xxxxx'x West to Kent Central next
week, and will move as quickly as possible to make the most of the construction
season.
Thanks for your help.
Sincerely,
/s/Xxxxx Xxxxxxxx
Xxxxx Xxxxxxxx
