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Home My WebLink About09-100 Amd F - Segale Properties (La Pianta LLC) - Tukwila South Development AgreementReturn Address City Clerk City of Tukwila 6200 Southcenter Boulevard Tukwila, Washington 98188 II�i11��NIVn�V�NI�IMIMP�Y� 20140624000980 SEGALE PROPERT AG 81.00 PAGE -001 OF 020 06/24/2014 12:46 KING COUNTY, WA Document Title(s) (or transactions contained therein): Third Amendment to Development Agreement by and between the City of Tukwila and Segale Properties LLC, for the Tukwila South Project Reference Number(s) of Documents assigned or released: 20100726001100 Grantor(s) (Last name first, then first name and initials): SEGALE PROPERTIES LLC Grantee(s) (Last name first, then first name and initials): CITY OF TUKWILA Legal description (abbreviated: i.e. lot, block, plat or section, township, range) N/A Assessor's Property Tax Parcel/Account Number(s): 022204-9008; 022204-9011; 022204-9015; 022204-9043; 022204-9006; 032204-9090; 032204-9106; 352304-9013; 352304-9015; 352304-9017; 352304-9032; 352304-9040; 352304-9041; 352304-9045; 352304-9049; 352304-9050; 352304-9068; 352304-9118; 352304-9115; 022204-9057; 032204-9049; 262304-9065; 022204-9033; 022204-9037; 022204-9040; 022204-9061; 023900-0352; 032204-9006; 032204-9047; 032204-9049; 032204-9052; 032204-9056; 032204-9062; 032204-9090; 032204-9092; 032204-9093; 032204-9100; 032204-9106; 352304-9009; 352304-9016; 352304-9019; 352304-9025; 352304-9027; 352304-9033; 352304-9034; 352304-9036; 352304-9038; 352304-9051; 352304-9065; 352304-9066; 352304-9078; 352304-9090; 352304-9109; 352304-9116; 352304-9117 THIRD AMENDMENT TO 09-100(f) DEVELOPMENT AGREEMENT BY AND Council Approval 612114 BETWEEN THE CITY OF TUKWILA Ordinance No. 2440 AND SEGALE PROPERTIES LLC, FOR THE TUKWILA SOUTH DEVELOPMENT THIS THIRD AMENDMENT TO DEVELOPMENT AGREEMENT (the "Third Amendment") is made and entered into this Lf I*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] 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: 12] If to Segale: Segale Properties LLC P.O. Box 88028 Tukwila, Washington 98138-2028 Attn: Mr. Mark A. Segale If to the City: 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 ggerton yor Date: bal Segale Properties LLC, a Washington limited liability company By: Metro Land Development, Inc., Its: Manager M. A. Segale, P sident Date: (J.;- H [3] Attest/Authenticated: City Clerk Approved as to Form: F Office of the City Attorney -5- STATE OF WASHINGTON ) ) ss. COUNTY OF Od On this day of jurle , 20_H 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. c'. %•%sIoa0?� = ignature of Notary) NOTARY_ _ �; (Print or stamp name of Notary) �►=. PUBLICo y, '9 '•,,12.15 -1.�` � ,�F"WA,��I%%.�' NOTARY PUBLIC in and for the State of Washington, residing at My appointment expires: [4] STATE OF WASHINGTON ) COUNTY OF �,jjei ) ) ss. On this day of ,� (nr� , 2014, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared -j-,,,,, QQ �, to me known to be the person who signed as of thei yt 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. 4P7 R4 o1, cj:��(Signature of tary F 1101V 4 C"Vv 1 r? Etc kL-L�t s _ . _ (Print or stamp narKe of Notary) tai 3.UG = 2. p8_�� p_ NOTARY PUBLIC in and for the State ��hi, pF�Wwv *' ,-r of Washington, residing at + hi,,�ha��a�..•��` My appointment expires: [51 EXHIBIT A FIRE FACILITIES AGREEMENT la