HomeMy WebLinkAboutCOW 2014-05-27 Item 5A - Ordinance/Agreement - Tukwila SouthCOUNCIL AGENDA SYNOPSIS
Al etin Date
Prepared by
May. 's review
council review
5/19/14
CO
I
Motion
AllgDate
5/27/14
CO
_ Bid Award
AltgDale
Public Hearing
6/02/14
CO
M/gDate 05/27/14
SPONSOR Council
_ HR DCD Finance Fire IT J P&R Police PIP'
Alayor
SP oNsoit' S This item is for discussion only on 5/19/14, with a public hearing scheduled for 5/27/14
SUNIMARY and adoption on 6/2/14. The Council is being asked to approve the 3rd amendment to the
Tukwila South DA which would remove requirements for accounting protocols and Segale's
O&M guarantee and authorize the Mayor to enter into a Fire Facilities Agreement.
1ZIATIEWIM BY COW Mtg. CA&P Cmte ] F&S Cmte Transportation Cmte
Utilities Cmte Arts Comm. _ Parks Comm. Planning Comm.
DATE: COMMITTEE CHAIR:
ITEM INFORMATION
ITEM No.
4&
5.A.
1
STAFF SPONSOR: DAVID CLINE/SHELLEY KERSLAKE
ORIGINAL AGENDA DA`I'l: 5/19/14
AGENDA PIENI TITLE Third amendment to Tukwila South Development Agreement (DA) and consideration
of a Fire Facilities Agreement.
C;\'1'1 G( R Y Discussion
05/19/14
Motion
AllgDate
_Resolution
A1tgDate
Z Ordinance
Mg Date 6/2/14
_ Bid Award
AltgDale
Public Hearing
Other
MtgDate
AltgDate
M/gDate 05/27/14
SPONSOR Council
_ HR DCD Finance Fire IT J P&R Police PIP'
Alayor
SP oNsoit' S This item is for discussion only on 5/19/14, with a public hearing scheduled for 5/27/14
SUNIMARY and adoption on 6/2/14. The Council is being asked to approve the 3rd amendment to the
Tukwila South DA which would remove requirements for accounting protocols and Segale's
O&M guarantee and authorize the Mayor to enter into a Fire Facilities Agreement.
1ZIATIEWIM BY COW Mtg. CA&P Cmte ] F&S Cmte Transportation Cmte
Utilities Cmte Arts Comm. _ Parks Comm. Planning Comm.
DATE: COMMITTEE CHAIR:
RECOMMENDATIONS:
SPONSOR/ADMIN.
ComminEE
Mayor's Office! City Attorney
COST IMPACT / FUND SOURCE
EXPENDITURE REQUIRIM AMOUNT BUDGETED APPROPRIATION REQUIRED
$0 $0 $0
Fund Source: N/A
Comments: n/a
MTG. DATE
RECORD OF COUNCIL ACTION
5/19/14
Forward to 5/27/14 C.O.W, with suggested change to page 2 of DA amendment
MTG. DATE
ATTACHMENTS
5/19/14
Informational Memorandum dated 5/13/14
Ordinance authorizing the 3rd amendment to the Development Agreement (DA)
Third amendment to the DA
Fire Facilities Agreement
5/27/14
Updated Informational Memorandum dated 5/20/14
Ordinance authorizing the 3rd amendment to the DA
Third Amendment to the DA and Fire Facilities Agreement
6/2/14
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2
TO:
City of Tukwila
Jim Haggerton, Mayor
INFORMATIONAL U��U�^�������U�
nn�n ��n-�n�o��n n��n����~ n�n�~nmn��n�x�nn�����o�n
Mayor Haggerton
Tukwila City Council
FROM: []avid Cline, City Administrator
Shelley Kerslake, City Attorney
DATE: May 20, 2014
SUBJECT: Third Amendment to Tukwila South Development Agreement and Fire Facilities
Agreement
ISSUE
Whether to approve a Third Amendment to the Tukwila South Development Agreement and to
authorize the Mayor to enter into a Fire Facilities Agreement between Tukwila and Sega le PnJporUes,
BACKGROUND AND DISCUSSION
In 2003' Tukwila signed a Development Agreement (DA) with Sega le for the development of Tukwila
South. Section 4.8.3 of the DA requires that the City and Sega le Properties agree on the development
of accounting protocols in order to track operation and maintenance (0 & M) costs associated with
providing Fire, Po|ice, Public Works and Parks services to Tukwila South, as well as track revenue
generated by the development, including sales tax, REET, and utility taxes. If the protocols are not
developed or the DA amended to address this issue, the DA will terminate. The development of these
protocols has proven prnb|em8tin, for various naasons, such as Tukwila's lack of a unique zip code. For
this reason, the City Administration believed that this was a good time to reevaluate the need for the
financial guarantee and approached Sega le to see whether a more appropriate alternative could be
agreed upon.
After several months of negotiation the parties have reached a tentative agreement. Under this
proposal, Sega le will pay the City a total of $4.75 million over a 15 year period. $3 million of the overall
$4.75 million will consist of prepayment of fire impact fees, which will be refundable as actual fire impact
fees are collected by the City at the time of development. The remaining $1.75 million is a
nonrefundable mitigation payment. In exchange for these payments, the requirement for accounting
protocols and Sega le's {} & M guorantee, as well as Sega le's obligation to provide $500.000 towards
construction of a pedestrian bridge will be eliminated from the DA. This approach accomplishes several
thinQs, it gives everyone martainty, it allows for money to come to the City on an agreed upon schedule
which will provide payments for bonds that will be issued to build the new fire station in Tukwila South
when it is warranted, and it frees up funds for 0 & M coverage, should it be needed. This obligation will
be secured by a deed of trust.
RECOMMENDATION
The Council is being asked to approve the attached Third Amendment to the Tukwila South DA and to
authorize the Mayor to enter into the attached Fire Facilities Agreement between Tukwila and Sega le.
These items were introduced at the May 19, 2014 regular meeting. The Third Amendment to the
Tukwila South DA was revised after this meeting to correct several typos and to add language requiring
the Mayor to notify the City Council prior to executing any minor amendments to the Tukwila South DA.
A public hearing on the amendment to the development agreement will be held on May 27, 2014. Both
items are currently set for final action at the June 2, 2014 regular meeting.
ATTACHMENTS
Third Amendment to the Tukwila South Development Agreement
Fire Facilities Agreement
4
RAFT
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
TUKWILA, WASHINGTON, RELATING TO DEVELOPMENT
AGREEMENTS AUTHORIZED PURSUANT TO CHAPTER
18.86 OF THE TUKWILA MUNICIPAL CODE; APPROVING
AND AUTHORIZING THE THIRD AMENDMENT TO THE
TUKWILA SOUTH DEVELOPMENT AGREEMENT WITH
SEGALE PROPERTIES, LLC, A WASHINGTON LIMITED
LIABILITY COMPANY; PROVIDING FOR SEVERABILITY;
AND ESTABLISHING AN EFFECTIVE DATE.
WHEREAS, RCW 36.70B.170, et seq. and Tukwila Municipal Code (TMC) Chapter
18.86 authorize development agreements between the City and persons having
ownership or control of real property in order to establish development standards to
govern and vest the development use and mitigation of real properties; and
WHEREAS, the City and Segale entered into that certain Development Agreement
relating to the Tukwila South development, dated June 10, 2009 (the "Development
Agreement "), approved by Ordinance No. 2233, and as amended pursuant to that
certain First Amendment to Development Agreement dated May 18, 2010 (the "First
Amendment ") and that certain Second Amendment to Development Agreement dated
November 20, 2012 (the "Second Amendment "); and
WHEREAS, the City of Tukwila and Segale Properties, LLC, wish to enter into a
Third Amendment to the Tukwila South Development Agreement, a copy of which is
attached hereto as Exhibit A; and
WHEREAS, as required pursuant to TMC Section 18.86.050, a public hearing was
conducted on the 27th day of May 2014 to take public testimony regarding this Third
Amendment to the Development Agreement as proposed;
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF TUKWILA,
WASHINGTON, HEREBY ORDAINS AS FOLLOWS:
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Section 1. The Third Amendment to the Tukwila South Development Agreement
by and between the City of Tukwila and Segale Properties, LLC, a copy of which is
attached hereto as Exhibit A, is hereby approved and the Mayor is authorized and
directed to execute said Third Amendment to Development Agreement on behalf of the
City of Tukwila.
Section 2. Corrections by City Clerk or Code Reviser. Upon approval of the
City Attorney, the City Clerk and the code reviser are authorized to make necessary
corrections to this ordinance, including the correction of clerical errors; references to
other local, state or federal laws, codes, rules, or regulations; or ordinance numbering
and section /subsection numbering.
Section 3. Severability. If any section, subsection, paragraph, sentence, clause
or phrase of this ordinance or its application to any person or situation should be held to
be invalid or unconstitutional for any reason by a court of competent jurisdiction, such
invalidity or unconstitutionality shall not affect the validity or constitutionality of the
remaining portions of this ordinance or its application to any other person or situation.
Section 4. Effective Date. This ordinance or a summary thereof shall be
published in the official newspaper of the City, and shall take effect and be in full force
five days after passage and publication as provided by law.
PASSED BY THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, at
a Regular Meeting thereof this day of , 2014.
ATTEST /AUTHENTICATED:
Christy O'Flaherty, MMC, City Clerk
APPROVED AS TO FORM BY:
Shelley M. Kerslake, City Attorney
Jim Haggerton, Mayor
Filed with the City Clerk:
Passed by the City Council:
Published:
Effective Date:
Ordinance Number:
Exhibit A: Third Amendment to Development Agreement by and between the
City of Tukwila and Segale Properties, LLC, for the Tukwila South
Development
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Page 2 of 2
THIRD AMENDMENT TO
DEVELOPMENT AGREEMENT BY AND
BETWEEN THE CITY OF TUKWILA
AND SEGALE PROPERTIES LLC, FOR THE
TUKWILA SOUTH DEVELOPMENT
THIS THIRD AMENDMENT TO DEVELOPMENT AGREEMENT (the "Third
Amendment ") is made and entered into this day of June, 2014, by and between
the CITY OF TUKWILA ( "City "), a non - charter, optional code Washington
municipal corporation, and SEGALE PROPERTIES LLC, a Washington limited
liability company ( "Segale ").
I. RECITALS
WHEREAS, the City and Segale entered into that certain Development
Agreement relating to the Tukwila South development, dated June 10, 2009 (the
"Development Agreement ") as amended pursuant to that certain First Amendment
to Development Agreement dated May 18, 2010 (the "First Amendment ") and that
certain Second Amendment to Development Agreement dated November 20,
2012 (the "Second Amendment ").
WHEREAS, Sections 4.8.1 and 4.8.3 of the Development Agreement
require Segale to pay the City an O &M Guarantee for Tukwila South Project O &M
Expenses and for the City and Segale to establish accounting protocols for the
tracking of O &M Revenue and O &M Expenses; and
WHEREAS, the Parties previously agreed to extend the deadline for
executing a memorandum of understanding documenting the accounting protocols
such that the effective deadline for executing such memorandum is June 16, 2014.
The Parties have held many meetings and hired a consultant to assist with the
development of accounting protocols, but agree that accurately tracking O &M
Revenues and O &M Expenses is not feasible; and
WHEREAS, the reimbursement provisions of Section 4.8.1 of the
Development Agreement were based upon an aggressive build -out schedule for
the Tukwila South Project, a schedule which, due to many factors including the
economic downturn, has not proved viable. Given the lack of development activity
to date, and the remaining site preparation work to be performed, the risk
assumptions that led to the provisions set forth in Section 4.8.1 of the Development
Agreement are no longer applicable; and
WHEREAS, the Parties have negotiated an alternative to the O &M
Guarantee, and as such desire to amend the Development Agreement; and
[1]
7
NOW, THEREFORE, in consideration of the mutual promises set forth
herein and the long -term benefit to both the City and Segale, the parties hereby
agree as follows:
II. AGREEMENT
1. Defined terms used herein shall have the meanings set forth in the
Development Agreement.
2. Segale shall be relieved of the O &M Guarantee obligation set forth in
Section 4.8.1, and Sections 4.8.1, 4.8.3, and 4.8.4.1 are hereby deleted in their
entirety. Segale shall be relieved of the Bridge funding obligations set forth in
Section 4.5.2, and Section 4.5.2 is hereby deleted in its entirety. For purposes of
clarity, the Parties acknowledge and agree that although sewer connection
charges may still apply to the Tukwila South Project, as a result of the elimination
of the O &M Guarantee, the provisions of Section 4.4 concerning credit toward
O &M Revenue for sewer connection charges are no longer applicable.
2.1. Pursuant to Sections 4.8.4 and 4.5.2, Segale has provided the City
with the O &M LC, the O &M Deed of Trust and the Bridge LC, all of which are
unnecessary as a result of this Third Amendment. Therefore, within five (5)
business days of the effective date of this Third Amendment, the City shall submit
to the Escrow Agent a request for release and reconveyance of the O &M LC, the
O &M Deed of Trust and the Bridge LC.
3. The provisions set forth in this Third Amendment are expressly contingent
on the Parties entering into the Fire Facilities Agreement attached hereto as Exhibit
A. The effective date of this Third Amendment shall be the date of mutual
execution of the Fire Facilities Agreement.
4. Section 8 of the Development Agreement is hereby amended to read as
follows:
8. Modifications to Agreement. This Agreement contains all terms,
conditions, and provisions agreed upon by the parties hereto, and shall not be
modified except by written amendment executed by both parties. Amendments to
this Agreement that materially modify the intent and policy of the Agreement must
be approved by the City Council. Other amendments may be approved by the City
Mayor; however, any such amendment must be provided to the City Council
members in writing at least one (1) week prior to execution of the amendment by
the Mayor.
5. This Third Amendment shall be recorded against the Tukwila South
property as a covenant running with the land.
6. Notice address for Segale shall be as follows:
[2]
8
If to Segale:
If to the City:
Segale Properties LLC
P.O. Box 88028
Tukwila, Washington 98138 -2028
Attn: Mr. Mark A. Segale
City of Tukwila
6200 Southcenter Blvd.
Tukwila, WA 98188
Attn: City Clerk
7. Except as amended herein, the terms and provisions of the Development
Agreement remain in full force and effect. Any provisions of the Development
Agreement which refer to a section or obligation deleted by this Third Amendment
shall be interpreted as to give full effect to such provision, but for reference to the
deleted section or obligation.
In Witness Whereof, the parties have caused this Third Amendment to be
executed, effective on the day and year set forth on the first page hereof.
CITY OF TUKWILA, a Washington municipal corporation
By:
Jim Haggerton, Its Mayor
Date:
Segale Properties LLC, a Washington limited liability company
By: Metro Land Development, Inc.,
Its: Manager
By:
M. A. Segale, President
Date:
[3]
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STATE OF WASHINGTON )
COUNTY OF
)
) ss.
On this day of , 20_, before me, the
undersigned, a Notary Public in and for the State of Washington, duly
commissioned and sworn, personally appeared M. A. Segale, to me known to be
the person who signed as President of Metro Land Development, Inc., Manager
of SEGALE PROPERTIES LLC, the limited liability company that executed the
within and foregoing instrument, and acknowledged 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 M. A. Segale was
authorized to execute said instrument on behalf of the limited liability company.
IN WITNESS WHEREOF I have hereunto set my hand and official seal
the day and year first above written.
(Signature of Notary)
(Print or stamp name of Notary)
NOTARY PUBLIC in and for the State
of Washington, residing at
My appointment expires:
[4]
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STATE OF WASHINGTON )
) ss.
COUNTY OF )
On this day of , 20_, before me, the
undersigned, a Notary Public in and for the State of Washington, duly
commissioned and sworn, personally appeared , to me
known to be the person who signed as of the City of Tukwila, the
municipal corporation that executed the within and foregoing instrument, and
acknowledged 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 was authorized to execute said instrument on behalf of
the limited liability company.
IN WITNESS WHEREOF I have hereunto set my hand and official seal
the day and year first above written.
(Signature of Notary)
(Print or stamp name of Notary)
NOTARY PUBLIC in and for the State
of Washington, residing at
My appointment expires:
[5]
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EXHIBIT A
FIRE FACILITIES AGREEMENT
[6]
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FIRE FACILITIES AGREEMENT
BY AND BETWEEN
THE CITY OF TUKWILA
AND SEGALE PROPERTIES LLC,
THIS FIRE FACILITIES AGREEMENT ( "Agreement ") is made and entered into this day
of May, 2014, by and between the CITY OF TUKWILA ( "City "), a non - charter, optional code
Washington Municipal Corporation, and SEGALE PROPERTIES LLC, a Washington limited
liability company ( "Segale "), formerly known as "LA PIANTA LLC."
I. RECITALS
WHEREAS, the City and Segale entered into a certain Development Agreement relating
to the Tukwila South development ( "Tukwila South "), dated June 10, 2009 (the "Development
Agreement ") as amended pursuant to that certain First Amendment to Development Agreement
dated May 18, 2010 (the "First Amendment ") and that certain Second Amendment to Development
Agreement dated November 21, 2012 (the "Second Amendment "); and
WHEREAS, pursuant to Section 4.6.2 of the Development Agreement, Segale dedicated
to the City, for use as a fire station, the real property legally described on the attached Exhibit A
(the "Fire Station Property "); and
WHEREAS, pursuant to Tukwila Municipal Code chapter 16.26, development activity
with the City of Tukwila is required to pay a fire impact fee; and
WHEREAS, parties agree that there is mutual benefit in the timely construction of a fire
station on the Fire Station Property; and
NOW, THEREFORE, in consideration of the mutual promises set forth herein and the
long -term benefit to both the City and Segale, the parties hereby agree as follows:
II. AGREEMENT
1. Defined Terms. Defined terms used herein shall have the meaning set forth in the
Development Agreement and Tukwila Municipal Code chapter 16.26.
2. Fire Impact Fees. The City is authorized under RCW 82.02.050 through RCW
82.02.090 to collect an Impact Fee to fund fire facilities needed to serve growth and
development ( "Fire Impact Fee "). The terms of this Agreement are expressly
contingent on the City, during the Term of this Agreement, keeping in full force and
effect the provisions of Tukwila Municipal Code chapter 16.26, which may be amended
from time -to -time, and assessing a Fire Impact Fee on all Development Activity within
the Tukwila South Project. However, the City retains the ability to waive or otherwise
reduce impact fees on a development by development basis, pursuant to state law;
provided that the reduction in fees does not fall below the City refund requirement
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pursuant to this agreement. For purposes of this Agreement, the Fire Impact Fee
collected by the City from Development Activity within the Tukwila South Project
shall be referred to as the "Project Fire Impact Fee(s)." This agreement relates to Fire
Impact Fees only, and not to any other impact fees that may be assessed pursuant to the
Development Agreement or state or local law.
3. Fire Impact Fee Payment. In order to mitigate the impacts of the Tukwila South Project
on the City's fire facilities, Segale shall make the following payments, which shall be
paid in annual installments commencing December 1, 2017 (the "Annual
Installments "), in accordance with the payment schedule set forth in the attached
Exhibit B (the "Payment Schedule "):
a. Segale shall pay the City a non - refundable mitigation fee in the amount of
One Million Seven Hundred Fifty Thousand Dollars ($1,750,000.00) (the
"Mitigation Payment ").
b. Segale shall pay the City a refundable Fire Impact Fee deposit in the amount
of Three Million Dollars ($3,000,000.00) (the "Fire Impact Fee Deposit ").
4. Refund of Deposit. The City shall provide Segale with a refund of the Fire Impact Fee
Deposit (the "Refund "), provided that the Project Fire Impact Fees collected by the
City for development within the Tukwila South Project shall be the sole source of
revenue for the Refund, and provided further, Segale shall not be entitled to receive
interest on the Fire Impact Fee Deposit. Commencing January 1, 2018, the Refund
shall be paid by the City annually, no later than January 31st of each year, in an amount
equal to the Project Fire Impact Fees collected by the City for development within the
Tukwila South Project during the preceding year (the " Annual Refund "); provided, the
Annual Refund amount shall not exceed the total amount of Annual Installments paid
as of the date of the Annual Refund and in the event the annual amount of Project Fire
Impact Fees exceeds the total Annual Installments, the balance shall be carried forward
and refunded in subsequent years.
5. Record Keeping. The City shall maintain records of the Project Fire Impact Fees, and
the City shall provide Segale with quarterly reports indicating the amount of Project
Fire Impact Fees collected during the preceding quarter.
6. Use of Fire Impact Fee. The City shall use the Mitigation Payment and the Fire Impact
Fee Deposit solely for financing the design, construction and operation of fire facilities
on the Fire Station Property, and for no other purpose. The City shall commence
construction of a fire station on the Fire Station Property by the end of the payment
schedule set forth in Exhibit B.
7. Security for Payment. Segale's obligation to pay the Mitigation Payment and the Fire
Impact Fee Deposit shall be secured by a deed of trust, in the form of the attached
Exhibit C (the "Deed of Trust "), recorded against the real property legally described
in the attached Exhibit D (the "Encumbered Property "). Segale shall have the right to
substitute as security from time to time one or more deeds of trust in the same or similar
form on other real estate acceptable to the City in the exercise of reasonable discretion
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so long as the unencumbered value of the substituted collateral is equal to or greater
than Segale's financial obligation under this Agreement.
8. Term of Agreement. This Agreement shall remain in effect for the latter of (i) fifteen
(15) years, or (ii) until Segale receives a full refund of the Fire Impact Fee Deposit.
9. Assignment of Rights. In its sole discretion, Segale may assign this Agreement to any
party who acquires, through lease or purchase, 50% or more of the property within the
Tukwila South Project.
10. Default. No party shall be deemed in default under this Agreement unless it has failed
to perform as required for a period of thirty (30) after written notice of default from the
other party. A party not in default under this Agreement shall have all rights and
remedies provided by law or equity, including without limitation damages, specific
performance, or writs to compel performance or require action consistent with this
Agreement. In the event the City defaults in the performance of its obligation under
this Agreement, Segale shall, in addition to all remedies available at law or equity, be
entitled to suspend performance of its obligations until the City's default is cured.
11. General Provisions.
a. Notice. All communications, notices, and demands of any kind that a party
under this Agreement requires or desires to give to any other party shall be in
writing and either (i) delivered personally, (ii) sent by facsimile transmission
with an additional copy mailed first class, or (iii) deposited in the U.S. mail,
certified mail postage prepaid, return receipt requested, and addressed as
follows:
If to the City: City of Tukwila
6300 Southcenter Boulevard
Tukwila, Washington 98188
Attn: Mayor's Office and
Director of Public Works and
Director of Community Development
If to Segale:
Segale Properties LLC
P.O. Box 88028
Tukwila, Washington 98138 -2028
Attn: Mr. Mark A. Segale
Notice by hand delivery or facsimile shall be effective upon receipt, provided
that notice by facsimile shall be accompanied by mailed notice as set forth
herein and shall be evidenced by a machine - printed confirmation of successful
transmission. If deposited in the mail, certified mail, return receipt requested,
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15
notice shall be deemed delivered forty -eight (48) hours after deposited. Any
party at any time by notice to the other party may designate a different address
or person to which such notice or communication shall be given.
b. Payments. Any payment required to be made pursuant to the terms of this
Agreement, which is not paid by the due date set forth herein, shall be subject
to an interest charge at the rate of 12% per annum.
c. Authority. Each party respectively represents and warrants that it has the
power and authority, and is duly authorized, to enter into this Agreement on
the terms and conditions herein stated, and to deliver and perform its
obligations under this Agreement.
d. Exhibits Incorporated. Exhibits A through D are incorporated herein by this
reference as if fully set forth.
e. Headings. The headings in this Agreement are inserted for reference only and
shall not be construed to expand, limit or otherwise modify the terms and
conditions of this Agreement.
f. Time of the Essence. Time is of the essence of this Agreement and of every
provision hereof Unless otherwise set forth in this Agreement, the reference
to "days" shall mean calendar days. If any time for action occurs on a weekend
or legal holiday in the State of Washington, then the time period shall be
extended automatically to the next business day.
g. Entire Agreement. This Agreement represents the entire agreement of the
parties with respect to the subject matter hereof There are no other agreements,
oral or written, except as expressly set forth herein.
DATED this day of June, 2014.
CITY OF TUKWILA
SEGALE PROPERTIES LLC
By: Metro Land Development, Inc.,
Its: Manager
By:
Jim Haggerton, Mayor By:
M. A. Segale, President
4
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Attest /Authenticated:
City Clerk
Approved as to Form:
Office of the City Attorney
5
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EXHIBIT A
Legal Description of Fire Station Property
New Parcel C of City of Tukwila Boundary Line Adjustment No. L 13 -005, as
recorded in the public records of King County, Washington, under recording no.
20130227900005.
6
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EXHIBIT B
Payment Schedule
Payment Date
Payment
Amount
Dec. 1, 2017
$ 500,000.00
Dec. 1 2018
$ 300,000.00
Dec. 1, 2019
$ 300,000.00
Dec. 1, 2020
$ 300,000.00
Dec. 1, 2021
$ 300,000.00
Dec. 1, 2022
$ 300,000.00
Dec. 1, 2023
$ 300,000.00
Dec. 1, 2024
$ 300,000.00
Dec. 1, 2025
$ 300,000.00
Dec. 1, 2026
$ 300,000.00
Dec. 1, 2027
$ 300,000.00
Dec. 1, 2028
$ 300,000.00
Dec. 1, 2029
$ 300,000.00
Dec. 1, 2030
$ 300,000.00
Dec. 1, 2031
$ 350,000.00
Total
Payments
$ 4,750,000.00
7
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EXHIBIT C
Form of Deed of Trust
DEED OF TRUST
(For Use in the State of Washington)
THIS DEED OF TRUST, made this _ day of 2014, between SEGALE PROPERTIES LLC, a
Washington limited liability company, GRANTOR, whose address is 5811 Segale Park Drive C, Tukwila, WA
98188, COMMONWEALTH LAND TITLE COMPANY OF PUGET SOUND, LLC, a Washington limited liability
company, TRUSTEE, whose address is 14450 N.E. 29th Place, #200, Bellevue, WA 98007, and THE CITY OF
TUKWILA, a non - charter, optional code Washington municipal corporation, BENEFICIARY, whose address is
6200 Southcenter Boulevard, Tukwila, WA 98188.
WITNESSETH: Grantor hereby bargains, sells, and conveys to Trustee in trust, with power of sale, the following
described real property in King County, Washington:
[See Exhibit A attached hereto and incorporated herein]
Assessor's Tax Parcel ID# 3523049120
which real property is not used principally for agricultural or farming purposes, together with all tenements,
hereditaments, and appurtenances now or hereafter thereunto belonging or in any wise appertaining, and the rents,
issues and profits thereof.
This deed is for the purpose of securing performance of each agreement of grantor herein contained, and
Grantor's obligation under that certain Fire Facilities Agreement between Grantor and
Beneficiary dated the _ day of , 2014 and approved by the Beneficiary's City Council as
Ordinance on 2014.
To protect the security of this Deed of Trust, Grantor covenants and agrees:
1. To keep the property in good condition and repair, to permit no waste thereof; to complete any building, structure
or improvements being built or about to be built thereon, to restore promptly any building, structure, or
improvement thereon which may be damaged or destroyed; and to comply with all laws, ordinances, regulations,
covenants, conditions and restrictions affecting the property.
2. To pay before delinquent all lawful taxes and assessments upon the property; to keep the property free and clear
of all other charges, liens or encumbrances impairing the security of this Deed of Trust.
3. To keep all buildings now or hereafter erected on the property described herein continuously insured against loss
by fire or other hazards in an amount not less than 90% of the insurable value thereof. All policies shall name
Beneficiary as a loss payee as its interest may appear. In the event of foreclosure, all rights of the Grantor in
insurance policies then in force shall pass to the purchaser at the foreclosure sale.
4. To defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary
or Trustee, and to pay all costs and expenses, including cost of title search and attorney's fees in a reasonable
amount, in any such action or proceeding, in any suit brought by Beneficiary to foreclose this Deed of Trust.
5. To pay all costs, fees and expenses in connection with this Deed of Trust, including the expenses of the Trustee
incurred in enforcing the obligation secured hereby and Trustee's and attorney's fees actually incurred, as provided
by statute.
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6. Should Grantor fail to pay when due any taxes, assessments, insurance premiums, liens, encumbrances or other
charges against the property hereinabove described, Beneficiary may pay the same, and the amount so paid, with
interest at the rate set forth in the note secured hereby, shall be added to and become a part of the debt secured in this
Deed of Trust.
IT IS MUTUALLY AGREED THAT
1. In the event any portion of the property is taken or damaged in an eminent domain proceeding, the entire amount
of the award or such portion as may be necessary to fully satisfy the obligation secured hereby, shall be paid to the
Beneficiary to be applied to said obligation.
2. By accepting payment of any sum secured hereby after its due date, Beneficiary does not waive its right to
require prompt payment when due of all other sums so secured or to declare default for failure to so pay.
3. The Trustee shall reconvey all or any part of the property covered by this Deed of Trust to the person entitled
thereto, on written request of the Grantor and the Beneficiary, or upon satisfaction of the obligation secured and
written request for reconveyance made by the Beneficiary or the person entitled thereto.
4. Upon default by Grantor in the payment of any indebtedness secured hereby or in the performance of any
agreement contained herein, all sums secured hereby shall immediately become due and payable at the option of the
Beneficiary. In such event and upon written request of Beneficiary, Trustee shall sell the trust property, in
accordance with the Deed of Trust Act of the State of Washington, at public auction to the highest bidder. Any
person except Trustee may bid at Trustee's sale. Trustee shall apply the proceeds of the sale as follows: (1) to the
expense of the sale, including a reasonable Trustee's fee and attorney's fee; (2) to the obligation secured by this
Deed or Trust; and (3) the surplus, if any, shall be distributed to the persons entitled thereto.
5. Trustee shall deliver to the purchaser at the sale its deed, without warranty, which shall convey to the purchaser
the interest in the property which Grantor had or had the power to convey at the time of his execution of this Deed of
Trust, and such as he may have acquitted thereafter, Trustee's deed shall recite the facts showing that the sale was
conducted to compliance with all the requirements of law and this Deed of Trust, which recital shall be prima facie
evidence of such compliance and conclusive evidence thereof in favor of bona fide purchaser and encumbrances for
value.
6. The power of sale conferred by this Deed of Trust and by the Deed of Trust Act of the State of Washington is not
an exclusive remedy; Beneficiary may cause this Deed of Trust to be foreclosed as a mortgage.
7. In the event of the death, incapacity, disability, or resignation of Trustee, Beneficiary may appoint in writing a
successor trustee, and upon the recording of such appointment in the mortgage records of the county in which this
Deed of Trust is recorded, the successor trustee shall be vested with all powers of the original trustee. The trustee is
not obligated to notify any party hereto of pending sale under any other Deed of Trust or of an action or proceeding
in which Grantor, Trustee or Beneficiary shall be a party unless such action or proceeding is brought by the Trustee.
8. This Deed of Trust applies to, inures to the benefit of, and is binding not only on the parties hereto, but on their
heirs, devisees, legatees, administrators, executors and assigns. The term Beneficiary shall mean the holder and
owner of the note secured hereby, whether or not named as Beneficiary herein.
Segale Properties LLC
By Metro Land Development, Inc.
Its Manager
Mark A. Segale, Vice President
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STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
On this _day of , 2014, before me, the undersigned, a Notary Public in and for the State of
Washington, duly commissioned and sworn, personally appeared Mark A. Segale, to me known to be the person
who signed as Vice President of Metro Land Development, Inc., Manager of SEGALE PROPERTIES LLC, the
limited liability company that executed the within and foregoing instrument, and acknowledged said instrument to
be the free and voluntary act and deed of said partnership for the uses and purposes therein mentioned, and on oath
stated that Mark A. Segale was authorized to execute said instrument on behalf of the company.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day and year first above written.
(Signature of Notary)
(Print or stamp name of Notary)
NOTARY PUBLIC in and for the State of Washington,
residing at
My appointment expires:
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EXHIBIT "A" to Deed of Trust
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EXHIBIT D
Legal Description of Encumbered Property
THAT PORTION OF THE SOUTHWEST 1/4 OF THE NORTHEAST 1/4 OF SECTION 35, TOWNSHIP 23
NORTH, RANGE 4 EAST, W.M., DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTHWEST CORNER OF THE SOUTHWEST 1/4 OF THE NORTHEAST 1/4 OF
SAID SECTION 35;
THENCE SOUTH 87 °50'09" EAST ALONG THE NORTH LINE THEREOF 449.30 FEET;
THENCE SOUTH 02 °09'51" WEST 36.00 FEET TO THE SOUTH MARGIN OF SOUTH 180TH STREET
AND THE TRUE POINT OF BEGINNING;
THENCE SOUTH 87 °50'09" EAST ALONG SAID SOUTH MARGIN 786.92 FEET;
THENCE ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF 50.00 FEET THROUGH A CENTRAL
ANGLE OF 95 °35'05" AN ARC DISTANCE OF 83.41 FEET;
THENCE SOUTH 07 °44'56" WEST 348.56 FEET;
THENCE NORTH 87 °50'09" WEST 802.76 FEET;
THENCE NORTH 02 °09'51" EAST 401.77 FEET TO THE TRUE POINT OF BEGINNING;
(ALSO KNOWN AS LOT 3 OF CITY OF TUKWILA BOUNDARY LINE ADJUSTMENT NO. 93 -0085,
RECORDED UNDER KING COUNTY RECORDING NO. 9311301961);
SITUATE IN THE CITY OF TUKWILA, COUNTY OF KING, STATE OF WASHINGTON.
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