HomeMy WebLinkAboutReg 2025-06-02 Item 5I - Ordinance - Extend Tukwila South Development Agreement with Segale Properties (5 Months)COUNCIL AGENDA SYNOPSIS
Initials
Meeting Date
Prepared by
Mayor's review
Council review
5/19/25
DCS
6/2/25
DCS
ITEM INFORMATION
ITEM No.
5.1.
STAFF SPONSOR: DEREK SPECK
ORIGINAL AGENDA DATE: 5/19/25
AGENDA ITEM TITLE Tukwila South Development Agreement Fifth Amendment
CATEGORY ® Discussion
Mtn Date 5/19/25
❑ Motion
Mtg Date
❑ Resolution
Mtg Date
® Ordinance
Mtg Date 6/2/25
❑ Bid Award
Mtg Date
® Public Hearing
Mtg Date 5/19/25
❑ Other
Altg Date
SPONSOR ❑ Council ® Mayor ❑ Admin Svcs ® DCD ❑ Finance ❑ Fire ❑ P&R ❑ Police ❑ PIG
SPONSOR'S
SUMMARY
The 2009 Development Agreement governing the Tukwila South subarea expires on June
23, 2025. Segale Properties has requested an extension through December 1, 2025.
Council is being asked to hold a public hearing and approve an ordinance authorizing an
amendment agreeing to the extension.
REVIEWED BY
❑ Trans&Infrastructure Svcs ❑ Community Svcs/Safety ❑ Finance & Governance ❑ Planning & Community Dev.
❑ LTAC ❑ Arts Comm. ❑ Parks Comm. ❑ Planning Comm.
DATE: N/A COMMITTEE CHAIR: N/A
RECOMMENDATIONS:
SPONSOR/ADMIN. Mayor's Office/Department of Community Development
COMMITTEE
COST IMPACT / FUND SOURCE
EXPENDITURE REQUIRED
$0
AMOUNT BUDGETED
$0
APPROPRIATION REQUIRED
$0
Fund Source: N/A
Comments: N/A
MTG. DATE
RECORD OF COUNCIL ACTION
5/19/25
Unanimous Approval; Forward to 6/2/25 Regular Meeting Consent Agenda
MTG. DATE
ATTACHMENTS
5/19/25
Informational Memorandum dated 5/13/25
Proposed Ordinance
Proposed Fifth Amendment to Development Agreement
6/2/25
Final Ordinance
75
City of Tukwila
Washington
Ordinance No.
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
TUKWILA, WASHINGTON, EXTENDING THE TERM OF A
DEVELOPMENT AGREEMENT BETWEEN THE CITY OF
TUKWILA AND SEGALE PROPERTIES LLC AND ITS
SUCCESSORS FOR THE TUKWILA SOUTH
DEVELOPMENT FOR FIVE MONTHS; PROVIDING FOR
SEVERABILITY; AND ESTABLISHING AN EFFECTIVE
DATE.
WHEREAS, the "Tukwila South Project" comprises approximately 512 acres of real
property, and Segale Properties LLC and its successors owns or controls approximately 503
of those acres, which is known as the "Tukwila South Property;" and
WHEREAS, on June 8, 2009, the City of Tukwila passed Ordinance No. 2233, which
adopted the Development Agreement by and between the City of Tukwila and Segale
Properties LLC (formerly known as La Pianta LLC) (the "Original Agreement") regarding the
Tukwila South project; and
WHEREAS, the Original Agreement was revised six times, with the First, Third, and
Fourth Amendments recorded at King County recording nos. 20100726001101,
20140624000980, and 20250109000508, and two Addenda recorded at King County
recording nos. 20130228000691, and 20130228000692, and the Second Amendment,
dated November 20, 2012, which remains unrecorded; and
WHEREAS, MAS TUKWILA LLC, a Washington limited liability company ("Mas
Tukwila"), LIT INDUSTRIAL LIMITED PARTNERSHIP, a Delaware limited partnership ("LIT
Industrial"), H&H ANDOVER PARK, LLC, a Washington limited liability company ("H&H
Andover Park") and CONTINENTAL MILLS, INC., a Washington for profit corporation
("Continental Mills") (collectively, "Successors") have each acquired certain parcels subject
to the Original Agreement; and
WHEREAS, the City of Tukwila owns real property operated as Fire Station 51, located
at 17951 Southcenter Parkway, Tukwila, Washington 98188 (King County parcel nos.
3523049008 & 3523049040 (shown as vacant)) within the Tukwila South project area, which
2025 Legislation: Extending Tukwila South Development Agreement
Version: 05/01/2025
Staff: Nora Gierloff, Derek Speck Brandon Miles
76
Page 1 of 3
Segale Properties dedicated to the City pursuant to a Fire Facilities Agreement (Contract
No. 14-065); and
WHEREAS, under Section 5.2.3 of the Development Agreement, the Tukwila South
Project's vesting of development regulations applies for fifteen (15) years from the effective
date of the annexation of the Tukwila South Property to the City of the Tukwila (the "Term"
of the Development Agreement); and
WHEREAS, the effective date of the annexation of the Tukwila South Property to the
City of Tukwila was June 20, 2009, such that the Term of the Original Agreement, as revised,
was to expire on December 22, 2024; and
WHEREAS, on December 20, 2024, the City of Tukwila, Segale Properties LLC, and
its successors executed the Fourth Amendment to the Development Agreement, which
extended the Term by six months, such that the Term of the Original Agreement, as revised,
expires on June 23, 2025; and
WHEREAS, the City of Tukwila, Segale Properties LLC, and its successors have
agreed to an additional five -month extension of the Term of the Original Agreement, as
revised, which extension also applies to Section 5.2.3 of the Original Agreement, Scope of
Vesting; and
WHEREAS, pursuant to RCW 36.70B.200 and TMC 18.86.050, a public hearing was
held for this ordinance on May 19, 2025;
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF TUKWILA,
WASHINGTON, HEREBY ORDAINS AS FOLLOWS:
Section 1. Extension of Development Agreement Term. The Term of the
Development Agreement between the City of Tukwila, Segale Properties LLC, and its
successors, as approved by Ordinance 2233 and as subsequently revised, shall be
extended by five (5) months, making the new expiration date of the Development
Agreement December 1, 2025, as set forth in the attached "Fifth Amendment to
Development Agreement for the Tukwila South Development," a copy of which is attached
hereto as "Exhibit A" and by this reference fully incorporated herein.
Section 2. Corrections by City Clerk or Code Reviser Authorized. 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.
2025 Legislation: Extending Tukwila South Development Agreement
Version: 05/01/2025
Staff: Nora Gierloff, Derek Speck Brandon Miles
Page 2 of 3
77
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 (5) 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 2025.
ATTEST/AUTHENTICATED:
Andy Youn-Barnett, City Clerk Thomas McLeod, Mayor
APPROVED AS TO FORM BY: Filed with the City Clerk:
Passed by the City Council:
Published:
Effective Date:
Ordinance Number:
Office of the City Attorney
Attachment: Exhibit A — Fifth Amendment to Development Agreement
2025 Legislation: Extending Tukwila South Development Agreement
Version: 05/01/2025
Staff: Nora Gierloff, Derek Speck Brandon Miles
78
Page 3 of 3
Exhibit A
When Recorded Return to:
Nancy Bainbridge Rogers
Cairncross & Hempelmann, P.S.
524 Second Avenue, Suite 500
Seattle, WA 98104-2323
FIFTH AMENDMENT TO DEVELOPMENT AGREEMENT FOR THE
TUKWILA SOUTH DEVELOPMENT
Reference Number(s) of Documents assigned or released: 20100726001100;
20100726001101; 20130228000691; 20130228000692; 20140624000980; and 20250109000508
Grantor:
SEGALE PROPERTIES LLC, a Washington limited liability company
MAS TUKWILA LLC, a Washington limited liability company
LIT INDUSTRIAL LIMITED PARTNERSHIP, a Delaware limited
partnership
H&H ANDOVER PARK, LLC, a Washington limited liability company
CONTINENTAL MILLS, INC., a Washington for profit corporation
Grantee: CITY OF TUKWILA, a non -charter, optional code Washington municipal
corporation
Abbreviated
Legal:
N/A
Tax Parcel Nos.: 870021-0050;
870021-0100;
870021-0130;
870040-0230;
870040-0180;
870040-0070;
870040-0120;
870040-0170;
870021-0040;
870021-0090;
032204-9062;
870040-0240;
870040-0190;
870040-0082;
870040-0130;
870040-0010;
870021-0030;
870021-0080;
870040-0200;
870040-0250;
870040-0040;
870040-0090;
870040-0140;
870040-0020;
870021-0020;
870021-0110;
870040-0210;
870040-0260;
870040-0050;
870040-0100;
870040-0150;
870040-0030;
870021-0010;
870021-0120;
870040-0220;
870040-0270;
870040-0060;
870040-0110;
870040-0160;
352304-9109
1
79
FIFTH AMENDMENT TO
DEVELOPMENT AGREEMENT FOR THE
TUKWILA SOUTH DEVELOPMENT
THIS FIFTH AMENDMENT TO THE DEVELOPMENT AGREEMENT (the "Fifth
Amendment") is made and entered into this day of April, 2025, by and between the CITY
OF TUKWILA, a non -charter, optional code Washington municipal corporation ("City"),
SEGALE PROPERTIES LLC, a Washington limited liability company ("Segale"), MAS
TUKWILA LLC, a Washington limited liability company ("Mas Tukwila"), LIT INDUSTRIAL
LIMITED PARTNERSHIP, a Delaware limited partnership ("LIT Industrial'), H&H
ANDOVER PARK, LLC, a Washington limited liability company ("H&H Andover Park") and
CONTINENTAL MILLS, INC., a Washington for profit corporation ("Continental Mills")
(together, the "Parties").
I. RECITALS
WHEREAS, on June 10, 2009, the City and Segale (formerly known as La Pianta LLC)
entered a Development Agreement (the "Original Agreement") regarding the Tukwila South
project, then comprising approximately 512 acres of real property, and recorded the Original
Agreement at King County recording no. 20100726001100, and the Original Agreement was
revised six times, with the First, Third, and Fourth Amendments recorded at King County
recording nos. 20100726001101, 20140624000980, and 20250109000508 and two Addenda
recorded at King County recording nos. 20130228000691 and 20130228000692, and the Second
Amendment, dated November 20, 2012, which remains unrecorded.
WHEREAS, Mas Tukwila, LIT Industrial, H&H Andover Park, and Continental Mills
have each acquired certain parcels subject to the Original Agreement.
WHEREAS, the Original Agreement, as revised, is set to expire on June 23, 2025, and all
Parties wish to enter a further extension.
NOW, THEREFORE, in consideration of the mutual promises set forth herein and the
long-term benefit to the Parties, the Parties hereby agree as follows:
II. AGREEMENT
1. The first sentence of Section 9.13 of the Original Agreement is hereby amended to
read: "The Term of this Agreement is extended to December 1, 2025." The Parties agree the
December 1, 2025 expiration date also applies to Section 5.2.3, Scope of Vesting.
[signature pages to follow]
2
80
CITY OF TUKWILA,
a Washington municipal corporation
By:
Name: Thomas McLeod
Its: Mayor
Date:
ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
On this day personally appeared before me , to me known to
be the mayor of CITY OF TUKWILA, a Washington municipal corporation that
executed the within and foregoing instrument, and acknowledged the said instrument to
be the free and voluntary act and deed of said Washington municipal corporation for the
uses and purposes therein mentioned, and on oath stated that is authorized to
execute said instrument.
2025.
GIVEN under my hand and official seal this day of
(Print name of notary)
NOTARY PUBLIC in and for the State of
Washington, residing at
My commission expires
3
81
SEGALE PROPERTIES LLC,
a Washington limited liability company
By: Metro Land Developme
Its: Manager
By:
Name: Mark A. S
Its: President
Date:
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
On this day personally appeared before me Mark A. Segale, to me known to be the
person who signed as President of Metro Land Development, Inc., the manager of SEGALE
PROPERTIES LLC, a Washington limited liability company, that executed the within and
foregoing instrument, and acknowledged the 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 said individual is authorized to execute said instrument.
GIVEN under my hand and official seal this ' day of /1)/a y
Eric R. (ifs r•
,2025.
(Print name of notary)
NOTARY PUBLIC in and forteState of
Washington, residing at Igo 8/ [4,)
My commission expires -3/ i /
4
82
MAS TUKWILA LLC,
a Was ngton li, liability company
By:
Brett Jacobs
Manager
Date:
STATE OF WASHINGTON
COUNTY OF KING
On this day personally appeared before me BRETT JACOBSEN, to me known to be a
manager of the MAS TUKWILA Limited Liability Company, the limited liability company that
executed the within and foregoing instrument, and acknowledged the 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 said individual is authorized to execute said
instrument.
GIVEN under my hand and official seal this t day of NAlc , 2025.
•
Angela Teano
Notary Public
State of Washington
My Appointment Expires 8/21/2027
Cs,mis h Number 23028425
ng�IA Tza no ---
(Print name of notary)
NOTARY PUBLIC in and f r the State of
Washington, residing at'A'
My commission expires 4. 2.1. 2021
5
83
LIT INDUSTRIAL LIMITED PARTNERSHIP,
a Delaware limited partnership
By: LIT Holdings GP, LLC,
a Delaware limited liability company
Its: General Partner
By:
Name:
Its: Managing Director
Date: 5/8/2025
STATE OF TeX c
COUNTY OF D c)J1 p�
ss.
On this day personally appeared before me on. CDTAC).to me known to be a
Me4-1�n gAC o'of LIT Holdings GP, LLC, a Delay re limited liability company, the
generallpparVier of LIT INDUSTRIAL LIMITED PARTNERSHIP, a Delaware limited
partnership that executed the within and foregoing instrument, and acknowledged the said
instrument to be the free and voluntary act and deed of said limited partnership, for the uses and
purposes therein mentioned, and on oath stated that said individual is authorized to execute said
instrument.
GIVEN under my hand and official seal this ca`day of , 2025.
+"74 BRITTANY MCCARTHY
4 ;i'S Notary Public, State of Texas
'� +t Comm. Expires 10-07-2028
+ '•.;aF;:+` Notary ID 135120198 i
? c4- "01 EX. Cs lmA
(Print name of notary)
NOTARY PUBLIC in and for the State of
T2ua5 residing at 1 jaltcg Cpi rh,
My commission expires 1Cl - 7 - vas
6
84
H&H ANDOVER PARK, LLC,
a Washington limited liability company
By:
Peter Hollomon
Director
Date: Ma/ d2 020.2.5-
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
On this day personally appeared before me PETER HOLLOMON, to me known to be a
member of the H&H ANDOVER PARK Limited Liability Company, the limited liability
company that executed the within and foregoing instrument, and acknowledged the 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 said individual is authorized to
execute said instrument.
-74
GIVEN under my nd and official seal this 2 day of 1,/W7 , 2025.
3 L o U \oTA,q,:',- N. , C/a.1t°Q /111/ha da r°4 4-
(Print name of notary)
pue��G ' _�` NOTARY PUBLIC in and for the State of
1:..A-s'•cOi�U 13g��.. c .. "" Washington, residing at //fig/- `e, 24/
�' �° My commission expires
7
85
CONTINENTAL MILLS, INC.,
a Washington for profit corporation
By: (s
Robert Dilworth
Dilworth
CFO
Date: May 8th, 2025
STATE OF WASHINGTON )
COUNTY OF KING )
ss.
On this day personally appeared before me ROBERT DILWORTH, to me known
to be CFO of CONTINENTAL MILLS, INC., the corporation that executed the within and
foregoing instrument, and acknowledged the said instrument to be the free and voluntary
act and deed of said corporation, for the uses and purposes therein mentioned, and on oath
stated that .12-1) is authorized to execute said instrument and that the seal affixed, if any, is
the corporate seal of said corporation.
2025.
GIVEN under my hand and official seal this VI" day of mad
ASHLEY SUSANNA NYAL HENDERSON
Notary Public
State of Washington
Commission # 20103646
My Comm. Expires Feb 25, 2028
2oIO1)b4.10
Ott f- ' IA OC-(LCbh
(Print name df notary)
NOTARY PUBLIC in and for the State of
Washington, residing at
My commission expires
8
86