Resolution 1558RESOLUTION NO. 1558
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF EDMONDS,
WASHINGTON, TO AUTHORIZE THE PLACEMENT OF A LIEN ON THE
PROPERTY THAT IS THE SUBJECT OF THE GROUND LEASE WITH BOYS
& GIRLS CLUBS OF SNOHOMISH COUNTY FOR THE FINANCING OF
BUILDING CONSTRUCTION.
WHEREAS, in 2023, the City of Edmonds and the Boys & Girls Clubs of Snohomish County
("BGCSC") entered into a Ground Lease relating to certain Civic Park property described
therein (the "Property") to be used for the construction of a new Boys & Girls Club; and
WHEREAS, the Ground Lease provides for the procedures to be used in relation to such
construction, including the requirement at Section 4.3 ("No Liens") that BGCSC obtain
the City's prior written approval before encumbering the Property with any lien; and
WHEREAS, the BGCSC has informed the City that it has obtained approval for construction
financing through Snohomish County (the "County") that is available on the condition
that the Property be used as collateral; and
WHEREAS, copies of the requested lein, in the form of a Leasehold Deed of Trust, is attached
hereto and incorporated herein by this reference; and
WHEREAS, the City Council has determined that the placement of the requested lien on the
Property for construction financing pursuant to the Ground Lease is appropriate; NOW,
THEREFORE,
THE CITY COUNCIL OF THE CITY OF EDMONDS, WASHINGTON, HEREBY RESOLVES
AS FOLLOWS:
In accordance with Section 4.3 of the Ground Lease between the City and the Boys & Girls
Clubs of Snohomish County, the use of the Property that is the subject thereof as collateral for
financing the construction of the new Boys & Girls Club building, as set forth in the lien attached
hereto, is hereby approved.
RESOLVED this 24 th day of September, 2024.
MAYOR, MIKE ROSEN
1
ATTEST:
FILED WITH THE CITY CLERK:
PASSED BY THE CITY COUNCIL:
RESOLUTION NO.
September 19, 2024
September 24, 2024
1558
2
EXHIBIT H
FORM OF LEASEHOOD DEED OF TRUST
WHEN RECORDED RETURN TO:
Snohomish County
3000 Rockefeller Ave.,
Everett, WA 98201
Attention: Human Services - OHCD
LEASEHOOD DEED OF TRUST
BOYS’ AND GIRLS’ CLUBS OF SNOHOMISH COUNTY
EDMONDS CLUB CHILD CARE
(CLFR – Child Care Facility)
GRANTOR: BOYS’ AND GIRLS’ CLUBS OF SNOHOMISH COUNTY, a
non-profit corporation of the State of Washington
BENEFICIARY: SNOHOMISH COUNTY, a political subdivision of the State
of Washington
TRUSTEE: CHICAGO TITLE INSURANCE COMPANY
LEGAL DESCRIPTION: BLK 100, CITY OF EDMONDS, TGW PTN VAC STS &
ALLEY
(Additional Legal Description on Attachment 1)
TAX PARCEL NUMBERS: 004342-100-000-00
Exhibit H
Boys’ and Girls’ Clubs of Snohomish County
HCS-24-AR-2106-147
Page 1 of 6
LEASEHOLD DEED OF TRUST
BOYS’ AND GIRLS’ CLUBS OF SNOHOMISH COUNTY
EDMONDS CLUB CHILD CARE PROJECT
THIS LEASEHOLD DEED OF TRUST (“LEASEHOLD DEED OF TRUST”), made this _____ day
of ________ , 2024, by and among BOYS’ AND GIRLS’ CLUBS OF SNOHOMISH
COUNTY, a Washington non-profit corporation, whose mailing address is PO Box 839, Everett,
WA 98206, as grantor (“GRANTOR”); Chicago Title Insurance Company, a Washington
corporation whose mailing address is 3002 Colby Ave., Suite 200, Everett, WA 98201 as
trustee (“TRUSTEE”); and Snohomish County, a political subdivision of the State of Washington,
(“GRANTEE” or “BENEFICIARY”), whose address is 3000 Rockefeller Avenue, MS 305, Everett,
WA 98201.
WITNESSETH: Grantor hereby bargains, sells and conveys to Trustee in trust, with power of
sale, the building and improvements, now or hereafter erected in Snohomish County, Washington
described in Attachment 1 attached hereto and incorporated herein by this reference (“the
Leasehold Improvements”), and located upon real property which is not used principally for
agricultural or farming purposes, together with all the tenements, hereditaments, and
appurtenances now or hereafter thereunto belonging or in any wise appertaining, and the rents,
issues and profits thereof.
This Leasehold Deed of Trust is for the purpose of securing performance of each agreement of
Grantor contained herein and in the Construction and Reimbursement Period of the CLFR Child
Care Facility Agreement between the Grantor and the Beneficiary (hereinafter the “Agreement”)
dated the ____ day of____________ , 2024, and payment of the sum of
One Million Dollars ($1,000,000), in accordance with the terms of a Promissory Note of even
date herewith (the “Note”), payable to Beneficiary or order, made by Boys’ and Girls’ Clubs of
Snohomish County, a Washington non-profit corporation.
To protect the security of this Leasehold Deed of Trust, Grantor covenants and agrees:
1. To keep the Leasehold Improvements in good condition and repair; not to remove or demolish
any building thereon; to complete or restore promptly and in good and workmanlike manner
any building that may be constructed, damaged, or destroyed, and to pay when due all claims
for labor performed and materials furnished therefor; to comply with all laws affecting the
Leasehold Improvements or requiring any alterations or improvements to be made; not to
commit or permit waste thereof; not to commit, suffer, or permit any act upon the Leasehold
Improvements in violation of law; and to do all other acts which from the character or use of
the Leasehold Improvements may be reasonably necessary to preserve and conserve their
value.
2. To pay before delinquent all taxes, assessments and any other charges affecting the
Leasehold Improvements when due; and to keep the Property free and clear of all other
encumbrances, charges, and liens impairing the security of this Leasehold Deed of Trust,
subject to the Grantor’s right to contest such taxes, assessments and other charges in good
faith.
Exhibit H
Boys’ and Girls’ Clubs of Snohomish County
HCS-24-AR-2106-147
Page 2 of 6
3. To keep the Leasehold Improvements described herein continuously insured against loss by
fire or other hazards in an amount not less than the total debt secured by this Leasehold Deed
of Trust. The Beneficiary shall be an additional insured under all such insurance policies,
which shall be issued by such companies as the Beneficiary may approve and have loss
payable first to the Beneficiary, as its interest may appear, and then to the Grantor. Except
as otherwise set forth in the Agreement or the Note, the amount collected under any insurance
policy may be applied to any indebtedness hereby secured in such order as the Beneficiary
shall determine. Such application by the Beneficiary shall not cause discontinuance of any
proceedings to foreclose this Leasehold Deed of Trust. 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 attorneys’ fees in a reasonable amount, in any such action or proceeding, and in
any suit brought by Beneficiary to foreclose this Leasehold Deed of Trust.
5. To pay all costs, fees and expenses in connection with this Leasehold Deed of Trust, including
the expenses of the Trustee incurred in enforcing the obligations secured hereby and
Trustee’s and reasonable attorneys’ 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 Leasehold Improvements 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
Leasehold Deed of Trust.
IT IS MUTUALLY AGREED THAT:
1. Except as otherwise set forth in the Construction and Reimbursement Period of the Agreement
or the Note, in the event any portion of the Leasehold Improvements 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 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 Leasehold Improvements covered by this
Leasehold 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 the occurrence of default by Grantor in the performance of any requirement of the
Construction and Reimbursement Period of the Agreement (after the expiration of any
applicable cure period), all sums secured hereby shall immediately become due and payable
in accordance with the Agreement, the Note, and this Leasehold Deed of Trust (at the option
of the Beneficiary). In such event and upon written request of Beneficiary, Trustee shall sell
the trust Leasehold Improvements, in accordance with the Deed of Trust Act of the State of
Exhibit H
Boys’ and Girls’ Clubs of Snohomish County
HCS-24-AR-2106-147
Page 3 of 6
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 attorneys’ fee; (2) to the obligation secured
by this Leasehold Deed of Trust; and (3) the surplus, if any, shall be distributed to the persons
entitled thereto.
a. Curing of Construction and Reimbursement Period Default. In the event of default of
requirements of the Construction and Reimbursement Period of the Agreement, before
exercising any remedies, Grantee shall give Grantor written notice of such default and
provide for a cure period of ten (10) calendar days after such notice is given, or such
longer period of time as may be specified in the written notice, within which to cure the
default before exercise of remedies by Grantee under this Leasehold Deed of Trust or the
Agreement.
5. Trustee shall deliver to the purchaser at the sale its deed, without warranty, which shall convey
to the purchaser the interest in the Leasehold Improvements which Grantor had or had the
power to convey at the time of its execution of this Leasehold Deed of Trust, and such as it
may have acquired thereafter. Trustee’s deed shall recite the facts showing that the sale was
conducted in compliance with all the requirements of law and of this Leasehold Deed of Trust,
which recital shall be prima facie evidence of such compliance and conclusive evidence
thereof in favor of bona fide purchasers and encumbrancers for value.
6. The power of sale conferred by this Leasehold Deed of Trust and by the Deed of Trust Act of
the State of Washington is not an exclusive remedy; Beneficiary may cause this Leasehold
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 Leasehold 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 Leasehold Deed of Trust
or of any 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 Leasehold Deed of Trust applies to and 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.
GRANTOR FURTHER AGREES:
1. Grantor will perform each and every obligation contained in the Construction and
Reimbursement Period of the Agreement and any amendments thereof.
2. If Grantor shall fail to perform any obligation hereunder and the Beneficiary elects to perform
the same and expends any monies therefor, such expenditure shall be deemed in addition to
the amount secured by this Leasehold Deed of Trust and be immediately due and payable in
accordance with the Agreement.
Exhibit H
Boys’ and Girls’ Clubs of Snohomish County
HCS-24-AR-2106-147
Page 4 of 6
3. If an event of Construction and Reimbursement Period default occurs under the foregoing
Agreement or Note (after the expiration of any applicable notice and cure period), the whole
indebtedness secured thereby shall be due and payable in accordance with the Agreement
and this Leasehold Deed of Trust and the Beneficiary may proceed to foreclose this Leasehold
Deed of Trust. If the Beneficiary shall incur any costs and expenses, including reasonable
attorneys’ fees and costs of any title reports, in connection with the performance of any of its
rights hereunder including foreclosure, such costs and expenditures shall remain secured by
this Leasehold Deed of Trust and shall be immediately due and payable by Grantor.
IN WITNESS WHEREOF, the parties hereto have executed and delivered by their duly authorized
representatives this Leasehold Deed of Trust as of the day and year written above.
GRANTOR: Boys’ and Girls’ Clubs of Snohomish
County, a Washington non-profit corporation
By:
Bill Tsoukalas / Executive Director
ACKNOWLEDGEMENT
STATE OF WASHINGTON )
)SS.
COUNTY OF ___________ )
On this _________ day of __________________, 2024, the undersigned, a Notary Public in
and for the State of Washington, duly commissioned and sworn, to me personally known (or
proved on the basis of satisfactory evidence), appeared before me, Bill Tsoukalas, and said
person acknowledged that s/he executed the foregoing instrument on oath and stated that s/he
was authorized to execute the instrument as the Executive Director of the BOYS’ AND GIRLS’
CLUBS OF SNOHOMISH COUNTY, a Washington non-profit corporation, and acknowledged
said instrument to be the free and voluntary act and deed of said corporation on behalf of said
company, on behalf of said company, for the uses and purposes therein mentioned.
By:
(Print Name)
My appointment expires:
Exhibit H
Boys’ and Girls’ Clubs of Snohomish County
HCS-24-AR-2106-147
Page 5 of 6
REQUEST FOR FULL RECONVEYANCE
[CLFR – Child Care Facility]
Do not record. To be used only when note has been paid.
TO: TRUSTEE.
The undersigned is the legal owner and holder of the note and all other indebtedness secured
by the within Leasehold Deed of Trust (“Leasehold Deed of Trust”). Said note, together with
all other indebtedness secured by said Leasehold Deed of Trust, has been fully paid and
satisfied; and you are hereby requested and directed, on payment to you of any sums owing
to you under the terms of said Leasehold Deed of Trust, to cancel said note above mentioned,
and all other evidences of indebtedness secured by said Leasehold Deed of Trust delivered
to you herewith, together with the said Leasehold Deed of Trust, and to reconvey, without
warranty, to the parties designated by the terms of said Leasehold Deed of Trust, all the estate
now held by you thereunder.
Dated____________________________________
_____________________________________
_____________________________________
Exhibit H
Boys’ and Girls’ Clubs of Snohomish County
HCS-24-AR-2106-147
Page 6 of 6
ATTACHMENT 1
Property Legal Description
Those buildings, improvements and facilities now existing or hereafter erected, located on the
following described real property:
Real property in the City of Edmonds, County of Snohomish, State of Washington,
described as follows:
LEGAL DESCRIPTION:
LEGAL DESCRIPTION:
LOTS 1 THROUGH 40, INCLUSIVE, BLOCK 100, CITY OF EDMONDS, ACCORDING TO THE
PLAT THEREOF RECORDED IN VOLUME 2 OF PLATS, PAGES 39 AND 39A, RECORDS OF
SNOHOMISH COUNTY, WASHINGTON;
TOGETHER WITH PORTION OF EDMONDS STREET, PORTION OF SPRAGUE STREET AND
UNNAMED ALLEY WITHIN BLOCK 100 OF SAID PLAT, ALL AS VACATED BY CITY OF
EDMONDS ORDINANCE NO. 4028 RECORDED, UNDER RECORDING NO. 201606230342,
RECORDS OF SNOSHOMISH COUNTY, WASHINGTON.
TAX PARCEL NO(S): 004342-100-000-00
Situs Address: 310 6th Avenue North Edmonds, WA 98020