HomeMy WebLinkAbout09-100 Amd F - Segale Properties (La Pianta LLC) - Fire AmdFIRE FACILITIES AGREEMENT 14-065
BY AND BETWEEN Council Approval 612114
THE CITY OF TUKWILA Ref. 09.100(f)
AND SEGALE PROPERTIES LLC,
THIS FIRE FACILITIES AGREEMENT ("Agreement") is made and entered into this eday
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
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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 31 �c 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.
S. 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
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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
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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 VI 1ty of June, 2014.
CITY OF TUKWILA
r:.
! t. 0ayor
SEGALE PROPERTIES LLC
By: Metro Land Development, Inc.,
Its: Manager
By:
M. A. Segale, Pregident
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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.
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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
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EXHIBIT C
DEED OF TRUST
(For Use in the State of Washington)
THIS DEED OF TRUST, made thisrday 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:
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 und��p,,�r' that certain Fire Facilities Agreement between Grantor and
Beneficiary dated the May o , 2014 and approved by the Beneficiary's City Council as
Ordinance on (6_ 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. Iii 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 DevelInc.
o�,
Its Manager % n
A. Sep -Ne, lice President
STATE OF WASHINGTON )
ss.
COUNTY OF KING )
On this Yday of �V� Q, , 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.
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`P� R• CQ®�' Signature of Notary)
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�CTARY _ = (Print or stamp name of Notary)
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PUBLIC
NOTARY PUBLIC in and for the State of Washington,
•„•e� residing at -T' n -
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sietga�ss My appointment expires: z-- s -rr•
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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 87050'09" EAST ALONG THE NORTH LINE THEREOF 449.30 FEET;
THENCE SOUTH 02009'51" WEST 36.00 FEET TO THE SOUTH MARGIN OF SOUTH 180TH STREET
AND THE TRUE POINT OF BEGINNING;
THENCE SOUTH 87050'09" 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 95035'05" AN ARC DISTANCE OF 83.41 FEET;
THENCE SOUTH 07044'56" WEST 348.56 FEET;
THENCE NORTH 87050'09" WEST 802.76 FEET;
THENCE NORTH 02009'51" 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. 9311.301961);
SITUATE IN THE CITY OF TUKWILA, COUNTY OF KING, STATE OF WASHINGTON.
Attest/Authenticated:
Approved as to Form:
Office of the City Attorney
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