HomeMy WebLinkAbout09-100 Amd D - Segale Properties (La Pianta LLC) - Tukwila South Development AgreementReturn Address
City Clerk
City of Tukwila
6200 Southcenter Boulevard
Tukwila, Washington 98188
CONFORMED COPY
20130223000692
SEGALE PROPERT AG
PAGE -001 OF 019
02/28/2013 10:27
Document Title(s) (or transactions contained therein):
Second Addendum 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: N/A
(on page _ of documents(s))
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
SECOND ADDENDUM TO 09-100(d)
DEVELOPMENT AGREEMENT BY AND App. via Sect 8
BETWEEN THE CITY OF TUKWILA pg. 36
AND SEGALE PROPERTIES LLC, FOR THE of original DA
TUKWILA SOUTH DEVELOPMENT
THIS SECOND ADDENDUM TO DEVE OPMENT AGREEMENT (the
"Addendum") is made and entered into this
�J gay of February, 2013, 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."
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
WHEREAS, Section 4.6.2 of the Development Agreement requires the
Parties to agree on land for Segale to dedicate to the City for use as a fire
station; and
WHEREAS, on November 20, 2012 the City and Segale entered into that
certain Addendum to Development Agreement (the "Addendum") to memorialize
the terms regarding the timing and conveyance of land for a fire station; and
WHEREAS, the timing of certain events as set forth in the Addendum are
no longer feasible and need to be modified; and
WHEREAS, this Second Addendum does not materially modify the intent
and policy of the Agreement for the purposes of Section 8 of the Development
Agreement; 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 used herein shall have the meanings set forth in the
Development Agreement. Segale and La Pianta may be used interchangeably,
and shall be deemed to refer to the same entity.
Page 1 of 18
2. Section 2 of the Addendum is hereby amended and replaced in its entirety
with the following language:
As required by Section 4.6.2 of the Development Agreement, the City and
Segale have agreed on the real property legally described in the attached Exhibit
A (the "Fire Station Land") as a location for a fire station. Segale previously
delivered a deed for Fire Station Land to the City, but the parties have
determined it is in the best interest of the City to have ownership of the slope
adjoining the Fire Station Land; therefore, the deed for the Fire Station Land
Segale previously provided to the City shall be replaced with the deed attached
hereto as Exhibit A-1 (the "Fire Station Deed"). Segale shall convey the Fire
Station Land to the City as soon as possible following the recording of a
boundary line adjustment making the Fire Station Land two separate legal lots. If
S. 178th Street is not vacated, or if S. 178th Street is vacated and then
rededicated to the City pursuant to the terms of this Addendum, the Parties agree
that the two separate legal lots that comprise the Fire Station Land will continue
to be part of the Tukwila South Plat, File #, L12-027 and will be platted as set
forth in that plat.
3. Section 2(a) of the Addendum is hereby amended and replaced in its
entirety with the following language:
a. The City's acceptance of the Fire Station Land is based on the
Tukwila City Council's proposed vacation of a portion of the existing
S. 178th Street (the "S. 178th Vacation"). The area to be vacated is
west of the S. 180th and Southcenter Parkway intersection to the
easterly edge of the new relocated S. 178th Street (conceptually
shown on the South 178th Street Road and Infrastructure
Improvement Plans dated March 2012, which plans were prepared
by Goldsmith Land Development Services and delivered to the City
on November 5, 2012 (the "Goldsmith Plans") which are herein
incorporated by reference. The effective date of the vacation
ordinance shall be five days after passage and publication of the
ordinance, with Segale granting a public access easement back to
the City, which easement shall be substantially in the form of the
attached Exhibit B. The City shall be responsible for initiating the
vacation of S. 178th Street and arranging for the relocation of
utilities located in the right-of-way, at the utility purveyor's cost, after
the Tukwila City Council has approved the ordinance vacating S.
178th Street. Segale agrees to grant easements for any utilities that
need to be relocated to the realigned S. 178th Street. Such
easements shall terminate upon dedication of the realigned S. 178th
Street to the City pursuant to this Addendum.
Page 2 of 18
4. Section 2(c) of the Addendum is hereby amended and replaced in its
entirety with the following language:
c. Within five (5) years of the date of this Addendum, Segale shall
conduct the grading work set forth in Section 2(o) herein and shall
complete any other necessary work to ensure that the Fire Station
Land meets the criteria set forth in section 4.6.2 of the Development
Agreement, meaning the site shall be level, filled to the base flood
elevation, buildable and suitable for construction and use as a fire
station without shoring, bracing, piling, or other extraordinary
construction methods, and containing no hazardous substances.
Segale shall be responsible for implementing, at Segale's sole cost
and expense, slope stabilization measures recommended in the
geotechnical report required by subsection (b) in order to ensure any
buildings erected on the Fire Station Land will not be subject to
landslide hazard. The City acknowledges that a building setback from
the steep slope located on the Fire Station Land may be necessary
and that, provided the setback does not exceed one hundred fifteen
feet (115 feet), a building setback shall not be considered a violation of
the conditions set forth in section 4.6.2 of the Development Agreement.
The five year time period to complete this work shall automatically be
extended as necessary in order to account for delay associated with (i)
a utility purveyor's refusal to relocate a utility located in the existing S.
178th Street or (ii) the City taking legal action to compel the relocation
of a utility located in the existing S. 178th Street. Segale shall
indemnify and hold harmless the City, its officers, employees, agents,
and volunteers, from any and all claims arising from or relating to the
work performed by Segale pursuant to this Addendum, the specific
terms of such indemnification shall be agreed to between Segale and
the City prior to Segale commencing work on the Fire Station Land.
5. Section 2(d) of the Addendum is hereby amended and replaced in its
entirety with the following language:
d. Segale may, in Segale's sole and absolute discretion, elect to
replace the Fire Station Deed with a deed for the three (3) acres of
real property depicted in the attached Exhibit C (the "Alternative
Fire Station Land") rather than implementing the slope stabilization
measures required in section (c) above. In such event, the City
shall convey the Fire Station Land back to Segale at no cost to
Segale, Segale shall be required to make such improvements to
the Alternative Fire Station Land as are necessary to make the
condition of the land consistent with section 4.6.2 of the
Development Agreement and Segale shall be required to dedicate
the B -Line Easement Area (as defined below) to the City as right -
Page 3 of 18
of -way, at no cost to the City. Further, in such event, the City shall
not be required to proceed with the S. 178th Vacation, or if the S.
178th Vacation has taken place, Segale shall, at the City's request,
dedicate the now existing S. 178th Street back to the City at no cost
to the City and in the same condition as it exists as of the date of
this Addendum.
6. Section 2(e) of the Addendum is hereby amended and replaced in its
entirety with the following language:
e. Segale shall, no later than November 20, 2012, grant the City a
public access easement, substantially in the same form as the
attached Exhibit D-1 over the real property described in the
attached Exhibit D-2 (the "B -Line Easement Area"). Furthermore,
Segale shall dedicate the B -Line Easement Area to the City, as
right-of-way, within 5 days of the approval date of the Tukwila City
Council ordinance that approves the S. 178th Vacation, provided
however, if the S. 178th Vacation is not approved on or before April
30, 2013 Segale shall have no obligation to dedicate the B -Line
Easement area to the City as right-of-way; however the public
access easement over the B -Line Easement Area shall remain
effective.
7. Section 2(m) of the Addendum is hereby amended and replaced in its
entirety with the following language:
m Segale shall, in Segale's sole and absolute discretion, have the
option of conveying the Alternative Fire Station Land to the City in
order to enable the City to settle a claim or avoid litigation or a
judgment. If Segale conveys the Alternative Fire Station Land to
the City the City shall convey the Fire Station Land back to Segale
at no cost to Segale. If Segale elects to convey the Alternative Fire
Station Land to the City Segale shall have no obligation to construct
the realigned S. 178th St. or convey the right-of-way for the
realigned S. 178th Street to the City, but Segale shall be required to
make such improvements to the Alternative Fire Station Land as
are necessary to make the condition of the land consistent with
section 4.6.2 of the Development Agreement and shall dedicate the
B Line Easement Area to the City as right-of-way at no cost to the
City. Further, if Segale conveys the Alternative Fire Station Land to
the City rather than the Fire Station Land, the City shall have no
obligation to proceed with the S. 178th Vacation, and if such
vacation has already taken place, the now existing S. 178th Street
shall be dedicated back to the City at no cost to the City and in the
Page 4 of 18
same condition as it exists as of the date of this Addendum.
Additionally, Segale shall be relieved of the indemnification and
other financial obligations set forth in subsection 4(I) in the event
Segale elects to convey the Alternative Fire Station Land to the City
but the City nonetheless elects to proceed with the vacation of S.
178th Street; provided, Segale shall reimburse the City for all costs
incurred prior to the conveyance of the Alternative Fire Station
Land. The now existing S. 178th Street shall remain in its current
condition until all necessary utility relocation has been completed.
8. Section 2(n) of the Addendum is hereby amended and replaced in its
entirety with the following language:
n. If the City Council does not approve the S. 178th Vacation on or
before April 30, 2013, (i) the Fire Station Land shall be reconveyed
to Segale at no cost and Segale shall convey the Alternative Fire
Station Land to the City, (ii) the Alternative Fire Station Land shall
be conveyed to the City in its as -is, where -is condition, regardless
of whether the land meets the requirements of section 4.6.2 of the
Development Agreement and iii) Segale shall have no obligation to
construct the realigned S. 178t� St. or convey the right-of-way for
the realigned S. 178th Street to the City. Though the deed for the
Alternative Fire Station Land will restrict use of the property to
construction of a fire station, the deed shall allow the City to sell the
property back to Segale, at fair market value, in the event the City
elects not to use the property for a fire station.
9. The following shall be added as section 2(o):
o. Within thirty (30) days of the effective date of the S. 178th Vacation,
the City shall grant Segale easements for utilities consistent with
the easements reserved by Segale in the Fire Station Deed. The
conveyance of the Fire Station Land from Segale to the City shall
include a reservation of an easement in favor of Segale to perform
grading work as set forth in Plan Revision No. 8 to City of Tukwila
Grading Permit No. PW 10-064 submitted by Segale on February
26, 2013 (the "Grading Work"). The parties acknowledge the
Grading Work is necessary in order to create a stable slope
westward of the Fire Station Land. Segale shall perform the
Grading Work at no cost to the City and shall be entitled to the
right, title and interest in and to the earthen material excavated from
the hillside during the course of Segale's performance of the
Grading Work, including the portion of the earthen material located
within the existing S. 178th Street right-of-way. The City shall not be
Page 5 of 18
entitled to compensation for the earthen material excavated by
Segale as a result of the Grading Work.
10. The following language shall be added as Section 2(p):
P. Within thirty (30) days of the effective date of the S. 178th Vacation,
the City shall grant Segale easements for utilities and for
performance of the Grading Work over the vacated S. 178th Street
consistent with the easements reserved by Segale in the Fire
Station Deed.
11. Notice address for Parties shall be as follows:
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
12. This Second Addendum shall be enforced consistent with terms and
conditions of the Development Agreement, including the dispute resolution
provisions set forth therein, and shall survive termination of the Development
Agreement for a period of six (6) years.
13. This Second Addendum shall be recorded against the Tukwila South
Property as a covenant running with the land.
14. Except as amended herein_, the terms and provisions of the Addendum
remain in full force and effect.
THIS SPACE INTENTIONALLY LEFT BLANK
Page 6 of 18
In Witness Whereof, the parties have caused this Addendum to be executed,
effective on the day and year set forth on the first page hereof.
CITY OF TUKWILA, a Washington municipal corporation
By: �a,'
Ji gerton, s or
Date: Q - '_� l
Segale Properties LLC, a Washington limited liability company
By: Metro Land Development, Inc.,
Its: Manager
By:
M. A. Segale, Pre ident
Date: Z'7i7— 13
Page 7 of 18
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 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.
.tNN M� ''►q,�� (Signature oT Ndtary)
(Print or sta p nam of Notary)
NOTARY PUBLIC in and for the State
ole WAs�`'Viav of Washington, residing at
My appointment expires:
Page 8 of 18
STATE OF WASHINGTON )
ss.
COUNTY OF )
On this �� day of fl.1r"Ck/'j 20 6, before me, the
undersigned, a Notary Public in and for the/State of Washington, duly
commissioned and sworn, personally appeared -Tim L-}"1 pry , to me
known to be the person who signed as MA- joe` of the Cites y 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 com any 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.
` &T
a �``11"! "! �y (Signature of Wotary)
�,
(Print or stamp name of Notary)
NOTARY PUBLIC in and for the State
of Washington, residing at (A n'\4
i�hl �W M appointment expires:
�.._ �s _ Y NN
Page 9 of 18
EXHIBIT A
FIRE STATION LAND
LEGAL DESCRIPTION
A PORTION OF THE EAST HALF OF THE NORTHWEST QUARTER OF SECTION
35, TOWNSHIP 23 NORTH, RANGE 4 EAST OF THE W. M., CITY OF TUKWILA,
KING COUNTY, WASHINGTON, BEING DESCRIBED AS FOLLOWS:
COMMENCING AT THE NORTHEAST CORNER OF THE NORTHWEST QUARTER
OF SAID SECTION 35; THENCE SOUTH 02° 24'41"WEST ALONG THE EAST LINE
OF SAID NORTHWEST QUARTER, A DISTANCE OF 1323.83 FEET TO THE
SOUTHEAST CORNER OF THE NORTHEAST QUARTER OF SAID NORTHWEST
QUARTER, ALSO BEING A POINT ON THE CENTERLINE OF SOUTH 178TH
STREET; THENCE NORTH 87° 50'41"WEST ALONG SAID CENTERLINE 156.72
FEET TO THE INTERSECTION OF THIS LINE WITH THE WESTERLY RIGHT OF
WAY MARGINS OF SOUTHCENTER PARKWAY AND SOUTHCENTER PARKWAY
EXTENSION AS PER DEED RECORDED UNDER KING COUNTY RECORDERS NO.
20121130002219, BOTH RIGHTS OF WAYS ARE TO BE EXTENDED SOUTHERLY
AND NORTHERLY TO THEIR INTERSECTION, ALSO BEING THE TRUE POINT OF
BEGINNING FOR THIS DESCRIPTION; THENCE NORTH 09° 50'27"EAST ALONG
SAID WESTERLY RIGHT OF WAY MARGINS 36.81 FEET TO THE
AFOREMENTIONED RIGHTS OF WAY INTERSECTION; THENCE NORTH 11°
55'53"WEST ALONG THE WESTERLY RIGHT OF WAY MARGIN OF SAID
SOUTHCENTER PARKWAY 321.39 FEET TO THE SOUTHERLY LINE OF THAT
CERTAIN PARCEL AS DESCRIBED IN DOCUMENT RECORDED UNDER KING
COUNTY RECORDING NO. 20040224002063; THENCE NORTH 87° 42'12"WEST
ALONG SAID SOUTH LINE 120.00 FEET; THENCE CONTINUING ALONG SAID
SOUTH LINE NORTH 760 27'42"WEST 72.20 FEET; THENCE NORTH 510
28'36"WEST 47.25 FEET; THENCE SOUTH 380 42'41"WEST 76.90 FEET; THENCE
SOUTH 860 59'11"WEST 136.44 FEET; THENCE NORTH 64° 13'29"WEST 24.27
FEET; THENCE NORTH 510 43'09"WEST 17.43 FEET; THENCE NORTH 540
04'01 "WEST 16.02 FEET; THENCE SOUTH 300 02'36"WEST 355.32 FEET; THENCE
SOUTH 420 30'57"EAST 100.63 FEET; THENCE SOUTH 870 50'41"EAST 274.20
FEET; THENCE SOUTH 590 51'33"EAST 103.04 FEET;THENCE SOUTH 780
59'13"EAST 97.25 FEET; THENCE SOUTH 83° 47'24"EAST 152.61 FEET TO THE
WESTERLY RIGHT OF WAY MARGIN OF THE AFOREMENTIONED SOUTHCENTER
PARKWAY EXTENSION; THENCE NORTH 09° 50'27"EAST ALONG SAID MARGIN
115.15 FEET TO THE POINT OF BEGINNING.
EXCEPT ANY PORTION THEREOF LYING NORTHERLY OF THE SOUTHERLY
RIGHT OF WAY MARGIN OF SOUTH 178TH STREET.
Page 10 of 18
ALSO EXCEPT SOUTHCENTER PARKWAY EXTENSION AS PER DEED
RECORDED UNDER KING COUNTY RECORDING NO. 20121130002219.
Together with:
A PORTION OF THE EAST HALF OF THE NORTHWEST QUARTER OF SECTION
35, TOWNSHIP 23 NORTH, RANGE 4 EAST OF THE W. M., CITY OF TUKWILA,
KING COUNTY, WASHINGTON, BEING DESCRIBED AS FOLLOWS:
COMMENCING AT THE NORTHEAST CORNER OF THE NORTHWEST QUARTER
OF SAID SECTION 35; THENCE SOUTH 02° 24'41"WEST ALONG THE EAST LINE
OF SAID NORTHWEST QUARTER, A DISTANCE OF 1323.83 FEET TO THE
SOUTHEAST CORNER OF THE NORTHEAST QUARTER OF SAID NORTHWEST
QUARTER, ALSO BEING A POINT ON THE CENTERLINE OF SOUTH 178TH
STREET; THENCE NORTH 87° 50'41"WEST ALONG SAID CENTERLINE 156.72
FEET TO THE INTERSECTION OF THIS LINE WITH THE WESTERLY RIGHT OF
WAY MARGINS OF SOUTHCENTER PARKWAY AND SOUTHCENTER PARKWAY
EXTENSION AS PER DEED RECORDED UNDER KING COUNTY RECORDERS NO.
20121130002219, BOTH RIGHTS OF WAYS ARE TO BE EXTENDED SOUTHERLY
AND NORTHERLY TO THEIR INTERSECTION, ALSO BEING THE TRUE POINT OF
BEGINNING FOR THIS DESCRIPTION; THENCE NORTH 090 50'27"EAST ALONG
SAID WESTERLY RIGHT OF WAY MARGINS 36.81 FEET TO THE
AFOREMENTIONED RIGHTS OF WAY INTERSECTION; THENCE NORTH 11°
55'53"WEST ALONG THE WESTERLY RIGHT OF WAY MARGIN OF SAID
SOUTHCENTER PARKWAY 321.39 FEET TO THE SOUTHERLY LINE OF THAT
CERTAIN PARCEL AS DESCRIBED IN DOCUMENT RECORDED UNDER KING
COUNTY RECORDING NO. 20040224002063; THENCE NORTH 870 42'12"WEST
ALONG SAID SOUTH LINE 120.00 FEET; THENCE CONTINUING ALONG SAID
SOUTH LINE NORTH 760 27'42"WEST 72.20 FEET; THENCE NORTH 510
28'36"WEST 47.25 FEET; THENCE SOUTH 380 42'41 "WEST 76.90 FEET; THENCE
SOUTH 860 59'11"WEST 136.44 FEET; THENCE NORTH 640 13'29"WEST 24.27
FEET; THENCE NORTH 510 43'09"WEST 17.43 FEET; THENCE NORTH 540
04'01"WEST 16.02 FEET; THENCE SOUTH 300 02'36"WEST 355.32 FEET; THENCE
SOUTH 420 30'57"EAST 100.63 FEET; THENCE SOUTH 870 50'41"EAST 274.20
FEET; THENCE SOUTH 590 51'33"EAST 103.04 FEET;THENCE SOUTH 780
59'13"EAST 97.25 FEET; THENCE SOUTH 830 4712411EAST 152.61 FEET TO THE
WESTERLY RIGHT OF WAY MARGIN OF THE AFOREMENTIONED SOUTHCENTER
PARKWAY EXTENSION; THENCE NORTH 090 50'27"EAST ALONG SAID MARGIN
115.15 FEET TO THE POINT OF BEGINNING.
EXCEPT ANY PORTION THEREOF LYING SOUTHERLY OF THE NORTHERLY
RIGHT OF WAY MARGIN OF SOUTH 178TH STREET.
ALSO EXCEPT SOUTHCENTER PARKWAY
Page 11 of 18
W-I171-34 O CIV08
rr
qa
z
QJ STA 134+5711
OFFSET' 41.50 L
2Qa� �(lI.V
DELTA = i RAIUS4950.
co
�
LENGTH • 44,lr f�
DELTA
SRADIUS - 416.50'
0 E LENGTH = 7B 4T yQ'
ui v 324q,
n c,4 a, Eq _^► Y,(
L
�� ��
I',yJ $ u DELTA -775232"
RADIUS =108.50' rp
LENGTH -129.84
443a
S 8530'40° E pj
m hry
�P 44)
441
ivy
(!/I
I�� g, (j DPo
\ FSET 4150 L �Gp / = 4
In
a �Tn f
<i ,Nh4 F�
lu
Lij
�t
alt
M Q 4(�
H
CO ,��
> -'�
W" =" CmCY
a
tt✓�
Np
1 C7
Y }'
DELTA = 4T18 57' .{�,. �`]�
RADIUS - 2850 W J
)LENGTH - 2127
DELTA 7218'43'
RADIUS - 4
950'fM
LENGTH - 10.84' \_ a�Or/ / ,
—41
STA.-
�Y
STA 141+ 167 _ �T��'wv
OFFSET 41.50 L
uj
ej
DELTA
RADIUS •49.50'
LENGTH 24.86'
LSTA-141-9748 a�y�
OFFSET` 41.50 L
v�osvosase
-I:IOHbd a3ci ioyX i =rlvoDB