Loading...
HomeMy WebLinkAbout14-065 - Segale Properties - Fire Facilities Agreement14- 065(a) Council Approval N/A FIRST AMENDMENT TO THE FIRE FACILITIES AGREEMENT BY AND BETWEEN THE CITY OF TUKWILA AND SEGALE PROPERTIES LLC, THIS FIRST AMENDMENT TO THE FIRE FACILITIES AGREEMENT (the "Amendment ") is made and entered into thisWday of October, 2015, 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 the Fire Facilities Agreement on June 4, 2014; and WHEREAS, pursuant to Section 7 of the Fire Facilities Agreement, Segale provided the City with a deed of trust to secure its financial obligation to the City under the Fire Facilities Agreement (the "Original Deed of Trust "), and pursuant to Section 7, the Original Deed of Trust may be substituted by Segale with other real estate acceptable to the City, so long as the unencumbered value of the substitute collateral is equal to or greater than Segale's financial obligation under the Fire Facilities Agreement; and WHEREAS, Segale desires to substitute the Original Deed of Trust with deed of trust on another property; WHEREAS, such substitution in acceptable to the City; 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. Substitute Deed of Trust. Within ninety (90) days of mutual execution of this , Amendment, Segale shall provide the City with a deed of trust, in the form of the attached Exhibit A -1 (the "Substitute Deed of Trust "), recorded against the real property legally described in the attached Exhibit B -1 (the "Encumbered Property "). Exhibit A hereto hereby replaces and supersedes Exhibit C to the Fire Facilities Agreement. Exhibit B -1 hereto hereby replaces and supersedes Exhibit D to the Fire Facilities Agreement 2. Original Deed of Trust. The City hereby agrees to release the Original Deed of Trust by executing a release,' in the form of the attached Exhibit C -1, no later than October 29, 2015. 1 3. Other Terms. All other provisions of the Fire Facilities Agreement shall remain in full force and effect. DATED this :,)01- i} ay of October, 2015. CITY OF TUKWILA Attest/Authenticated: /t/4 (9346437 City Clerk 4 Approved as to Form: Q, Office of the City Attorney SEGALE PROPERTIES LLC By: Metro Land Development, Inc., Its: Manager By: 2 Mark. A. Segale,\ President EXHIBIT A -1 Form of Substitute Deed of Trust DEED OF TRUST (For Use in the State of Washington) THIS DEED OF TRUST, made this _ day of 2015, 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# 352304 -9115. which real property is not used principally for agricultural or fanning 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 , 2015 and approved by the Beneficiary's City Council as Ordinance on 2015. 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. 3 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 -4 STATE OF WASHINGTON ) ) ss. COUNTY OF KING On this _day of , 2015, 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: EXHIBIT "A" to Deed of Trust Parcel B, City of Tukwila Boundary Line Adjustment L15 -0023 as recorded under King County recording # 20150716900001. 6 EXHIBIT B -1 Legal Description of Encumbered Property Parcel B, City of Tukwila Boundary Line Adjustment L15 -0023 as recorded under King County recording # 20150716900001. 7 EXHIBIT C -1 Release of Original Deed of Trust REQUEST FOR FULL RECONVEYANCE The undersigned beneficiary ( "Beneficiary ") is the holder of certain obligations as evidenced by that certain Fire Facilities Agreement dated June 4, 2014, and approved by the City of Tukwila City Council as Ordinance 2440 on June 2, 2014, which obligations are secured by that certain Deed of Trust dated June 3, 2014, in which SEGALE PROPERTIES LLC is grantor ( "Grantor ") and COMMONWEALTH LAND TITLE COMPANY OF PUGET SOUND, LLC is trustee, filed for record on July 7, 2014, as Auditor's File No. 20140707000098, records of King County, Washington ( "Deed of Trust "). The obligations secured by the Deed of Trust having been fully satisfied, the Deed of Trust is herewith surrendered to you for cancellation and reconveyance. You are therefore requested, upon payment of all sums owing to you, to reconvey without warranty, to the person(s) entitled thereto, the right, title and interest now held by you thereunder. DATED , 2015. Beneficiary: THE CITY OF TUKWILA, a non - charter, optional code Washington municipal corporation By: 8 REQUEST FOR FULL RECONVEYANCE The undersigned beneficiary ( "Beneficiary ") is the holder of certain obligations as evidenced by that certain Fire Facilities Agreement dated June 4, 2014, and approved by the City of Tukwila City Council as Ordinance 2440 on June 2, 2014, which obligations are secured by that certain Deed of Trust dated June 3, 2014, in which SEGALE PROPERTIES LLC is grantor ( "Grantor ") and COMMONWEALTH LAND TITLE COMPANY OF PUGET SOUND, LLC is trustee, filed for record on July 7, 2014, as Auditor's File No. 20140707000098, records of King County, Washington ( "Deed of Trust "). The obligations secured by the Deed of Trust having been fully satisfied, the Deed of Trust is herewith surrendered to you for cancellation and reconveyance. You are therefore requested, upon payment of all sums owing to you, to reconvey without warranty, to the person(s) entitled thereto, the right, title and interest now held by you thereunder. DATED ' 0 - dam` ) , 2015. Beneficiary: THE CITY OF TUKWILA, a non - charter, optional code Washington municipal corporation FIRE FACILITIES AGREEMENT BY AND BETWEEN THE CITY OF TUKWILA AND SEGALE PROPERTIES LLC, 14-065 Council Approval 612114 Ref. 09-100(f) THIS FIRE FACILITIES AGREEMENT ( "Agreement ") is made and entered into this v l "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 "), 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 - 1 - refund requirement 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 -2- similar form on other real estate acceptable to the City in the exercise of reasonable discretion 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) eighteen (18) 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 -3- herein and shall be evidenced by a machine - printed confirmation of successful transmission. If deposited in the mail, certified mail, return receipt requested, 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 A day of June, 2014. CITY OF TUKWILA SEGALE PROPERTIES LLC By: Metro Land Development, Inc., Its: Manager By: ,,,ge -4 M. A. Segale, President Attest/Authenticated: /f iv City C erk Approved as to Form: d771.1:tkte jt. Office of the City Attorney 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. EXHIBIT B Payment Schedule Payment Date Payment Amount Dec. 1, 2017 $ 500,000.00 Dec. 12018 $ 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 EXHIBIT C DEED OF TRUST (For Use in the State of Washington) THIS DEED OF TRUST, made this3fday of JtJ (le 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, 11200, 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: Assessor's Tax Parcel ID# 3523049120 See legal description set forth in Exhibit A attached hereto and incorporated herein 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 undde�ejj that certain Fire Facilities Agreement between Grantor and Beneficiary dated thel'r`day of `ttArl(� _, 2014 and approved by the Beneficiary's City Council as Ordinance al,' 40 on G, 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. 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. STATE OF WASHINGTON ) COUNTY OF KING ) ss. Segale Properties LLC By Metro Land pevelop Inc. Its Manager rk A. Seg ice President On this' fAday of \\JA e. , 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) r. (Print or stamp name of Notary) NOTARY PUBLIC in and for the State of Washington, residing at T' L t o t,..4 My appointment expires: z-- EXHIBIT "A" to Deed of Trust EXHIBIT "D" to Fire Facilities Agreement 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 18011 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.