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Resolution 1578RESOLUTION NO. 1578 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF EDMONDS, WASHINGTON, TO AUTHORIZE THE PLACEMENT OF CERTAIN LIENS ON THE PROPERTY THAT IS THE SUBJECT OF THE GROUND LEASE WITH BOYS & GIRLS CLUBS OF SNOHOMISH COUNTY FOR THE RELATED CAPITAL PROJECT FINANCING. WHEREAS, in 2023, the City of Edmonds and the Boys & Girls Clubs of Snohomish County CBGCSC") 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 this capital project, 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, in 2024, the City approved the placement of two liens on the Property when needed for the BGCSC to obtain construction financing from Snohomish County and Coastal Community Bank; and WHEREAS, the BGCSC has informed the City that it has obtained approval for additional funding from the Washington State Department of Commerce in support of the Boys & Girls Club capital project, which is being provided under two contracts requiring separate liens, on the condition that the Property be used as collateral; and WHEREAS, copies of the two requested liens, in the form of two Leasehold Deeds of Trust and their related Consent for Leasehold Deeds of Trust documents, and a Restrictive Covenant related to both contracts, are attached hereto and incorporated herein by this reference; and WHEREAS, the City Council has determined that the placement of the requested liens on the Property in support of the BGCSC's capital project 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 new Boys & Girls Club capital project, as set forth in the five (5) documents attached hereto, representing the two (2) liens, is hereby approved. RESOLVED this 28th day of October 2025. CITY OF EDMONDS MAYOR, MIKE ROSEN ATTEST: � �D� DEPUTY CITY CLERK, EMILY VILLATA FILED WITH THE CITY CLERK: PASSED BY THE CITY COUNCIL: RESOLUTION NO. October 23, 2025 October 28, 2025 1578 When Recorded Return To: The Washington State Department of Commerce Local Government Division 1011 Plum Street, SE Post Office Box 42525 Olympia, Washington 98504-2525 Local Community Projects Attention: Real Estate Development and Services RESTRICTIVE COVENANT Grantor: City of Edmonds Grantee: Department of Commerce, Community Capital Facilities Legal Description (abbreviated): LTS 1-40, BLK 100, CITY OF EDMONDS, TGW ALLEY & PTN VAC STS ADJ Assessor's Tax Parcel ID#: Contract Numbers: 004342-100-000-00 25-96647-049 and 24-96647-083 This Restrictive Covenant is made this 23rd day of September, 2025, by City of Edmonds, a Washington Municipal Corporation, ("Grantor") and is part of the consideration for the financial assistance provided to Boys & Girls Clubs of Snohomish County by the Washington State Department of Commerce ("Department"), pursuant to Contract Numbers 25-96647-049 and 24-96647-083, for a portion of the real property delineated on the site plan shown on Exhibit "A" attached hereto (the "Property") addressed as 310 61 Avenue North, Edmonds, Washington 98020, which is legally described as follows: 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. This Covenant will be filed and recorded in the official public land records of Snohomish County, Washington, and shall constitute a restriction upon the use of the Property and is construed as running with the land, which shall pass to and be binding upon the Grantor and any successors, assigns, heirs, grantees, or lessees of the Property, commencing upon the date specified in Commerce contract numbers 25-96647-049 and 24-96647-083 and ending ten (10) years from said date. Each and every contract, deed, or other instrument covering or conveying the Property, or any portion thereof, shall be conclusively held to have been executed, delivered, and accepted subject to such covenants, regardless of whether such covenants are set forth in such contract, deed, or other instruments. NOW, THEREFORE, it is hereby covenanted, as follows: Grantor its successors and/or assigns for the period as stated above shall provide, on the herein described real property, to provide a youth community center as specified in Commerce contract numbers 25-96647-049 and 24-96647-083. The Grantor shall require that all operators, tenants, or lessees comply with all State and local codes, licensing requirements, and other requirements regarding the condition of the structure and the operation of the project in the jurisdiction in which the facility is located. The Grantor will keep any records and make any reports relating to compliance with this covenant that the Department may reasonably require. DEFAULT: If a violation of this Covenant occurs, the Department (or its successor agency) may, after thirty (30) days' notice and opportunity to cure the violation, which cure may be effected by the Grantor and/or its Investor Member (as defined in the Contract), institute and prosecute any proceeding at law or equity to abate, default the loan, prevent, or enjoin any such violation or to compel specific performance by the Grantor of its obligations hereunder; provided that, the Grantor shall not be required by any provision herein to evict a residential tenant. No delay in enforcing the provisions hereof as to any breach or violation shall impair, damage, or waive the right of any party entitled to enforce the provisions hereof or to obtain relief against or recover for the continuation or repetition of such breach or violations or any similar breach or violation hereof at any later time. The Department agrees to execute a Release of Restrictive Covenant at the conclusion of the ten-year period and will not unreasonably withhold appropriate signatures on such a release. [SIGNATURE AND NOTARY PAGE FOLLOWS] IN WITN SS HEREOF, City of Edmonds, has executed this Covenant on the 1 day of- 20:7, City of Edmonds, a Washington Municipal Corporation By: �y Printed Name: Title: / / y v STATE OF WASHINGTON ) ss. COUNTY OF ) On this day personally appeared before me M-' 1,e Zoix n _ known to be the A4C'V 6 t— of City of Edmonds, a Washington Municipal Corporation, the entity that executed the within instrument and acknowledged the said instrument to be the free and voluntary act and deed of said entity for the uses and purposes therein mentioned and on oath stated that s/he was authorized to execute the same. DATED: 1� (Seal or Stamp) (Signature of Notary) J. viii ' Licens 6t �� ��l'fGl (Legibly Print or Stamp Name of Notary) 3 ti NOTARY PUBLIC in and for the state of Washington s;0 . of .... \+l2� �';, My Commission Expires: l oC� Exhibit "A" Site Plan 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. When Recorded Return To: The Washington State Department of Commerce Local Government Division 1011 Plum Street, SE Post Office Box 42525 Olympia, Washington 98504-2525 Local Community Projects Attention: Real Estate Development and Services CONSENT TO LEASEHOLD DEED OF TRUST "Lessor": "Lessee": "Beneficiary": "Lease": "Leasehold" Legal Description (abbreviated) Assessor's Tax Parcel ID#: Reference Number: City of Edmonds Boys & Girls Clubs of Snohomish County Department of Commerce, Community Capital Facilities Lease dated: 02/02/2023 Lessee's interest in the lease LTS 1-40, BLK 100, CITY OF EDMONDS, TGW ALLEY & PTN VAC STS ADJ 004342-100-000-00 24-96647-083 WHEREAS, Beneficiary has agreed to provide Lessee funds which shall be secured by a Deed of Trust in and to the Lessee's rights pursuant to the memorandum of lease recorded on . 20 _ under instrument number WHEREAS, the Lessee has executed a Leasehold Deed of Trust in the amount of $1,343,450.00 recorded on ,20 under instrument number NOW, THEREFORE, the Lessor represents, warrants, covenants, and agrees as follows: 1. Consents. The Lessor hereby consents to recordation of the above mentioned Deed of Trust that is secured against the leasehold estate and any assignments that may occur in the future in and to Lessee's interest in the Leasehold to the Beneficiary for security purposes under the Deed of Trust secured against the following described property in Snohomish County, Washington: 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 SNOHOMISH COUNTY, WASHINGTON. 2. Status of Lease. A true and correct copy of the Memorandum of Lease, together with all amendments, supplements, and modifications thereto as referenced above is presently in full force and effect, is valid and enforceable according to its terms and has not been modified or amended in any way except as shown on the copy of the Lease attached hereto. 3. \on -Default. Lessee is not in default (a) in the payment of rent or any other amounts due and payable by Lessee to the Lessor under the Lease; or (b) to the knowledge of the Lessor, in the observance or performance of any other covenant or condition to be observed or performed by Lessee under the Lease. To the knowledge of the Lessor, no event has occurred which now does or hereafter will authorize the Lessor to terminate the Lease. 4. Right to Foreclose Deed of Trust. Beneficiary recognizes that any Deed of Trust taken by Beneficiary affects and applies only to Lessee's interest in the Leasehold and that the Lessor will not permit any security interest to be taken in any of its land. In the event of default by Lessee under the terns of the Deed of Trust, Beneficiary may enforce or foreclose the Deed of Trust including the acceptance of a Deed in Lieu of Foreclosure. The Lessor agrees that in connection with any such foreclosure, Beneficiary may: a. Acquire Lessee's interest in the Leasehold either by Deed in Lieu of Foreclosure or actual foreclosure without further consent of the Lessor, subject to the requirements of Section 6.4 below. b. Acquire the leasehold estate through the assignment of lease from Lessor herein. c. Rent the Premises pending foreclosure of the Leasehold by Beneficiary without further consent of the Lessor. d. Assign and sell the Leasehold in whole or in part to any person or entity, subject to the requirements set forth in Section 6.5 below. 5. Surrender of the Premises. No surrender of the Premises or any other act of Lessee shall be deemed to terminate the Lease and the Lessor will not terminate voluntarily by agreement with Lessee unless Beneficiary has been previously notified in writing and has consented to the termination in writing. The Lease shall not be amended or modified unless Beneficiary has been previously notified in writing and has consented to such amendment or modification in writing. 6. Notice of Default and Beneficiary Rights. 6.1. Notice of Default. If Lessee defaults under the Lease or if any event occurs which would give the Lessor the right to terminate, modify, amend or shorten the term of the Lease, the Lessor shall take no steps to exercise any right it may have under the Lease without first giving Beneficiary written notice of such default. A copy of each and every Notice of Default served or sent by the Lessor or its agent to or upon Lessee pursuant to the Lease shall be sent contemporaneously to Beneficiary in accordance with Section 13 below. Such Notice of Default shall specify the event or events of default then outstanding and the time period at the end of which the indicated action would become effective. 6.2. Termination for Monetary Default. If the Notice of Default given by the Lessor to Beneficiary relates to a monetary default and Lessee has not cured such monetary default within fifteen (15) days as provided in the Lease and Lessee's failure to cure results in the Lessor desiring to terminate the Lease, the Lessor may terminate the Lease if such monetary default is not cured by either Lessee or Beneficiary within thirty (30) days of Beneficiary receipt of Notice, and kept current thereafter. 6.3. Termination for Non -Monetary Default. If the notice given by the Lessor to Beneficiary relates to a non - monetary default and Lessee has not cured such non -monetary default within the 30-day period specified in the Lease, the Lessor shall take no action to terminate the Lease if: a. Within twenty (20) days after the Lessor's notice to Beneficiary to Lessee's failure to cure (or failure to diligently pursue a cure) Beneficiary notifies the Lessor of its intent to realize upon its security interest and commences realization within thirty (30) days thereafter, and diligently pursues realization; and b. Beneficiary notifies the Lessor that it will assume the Lease when Beneficiary is legally entitled to the ownership and/or possession of Lessee's interests in the Leasehold; and c. Beneficiary pays the Lessor at time of notification all back rent or other monies or performances due that may be in default up to the date Beneficiary notifies the Lessor of Beneficiary intent and further pays all rent that accrues during the period after Beneficiary so notifies the Lessor and completes such other performances that may be required or come due under the Lease. The Lessor shall not terminate the Lease because of Lessee's breach of any term(s) of the Lease relating to the solvency of Lessee or the institution of any bankruptcy, insolvency, receivership or related action by or against Lessee as long as Beneficiary cures any default under the Lease by Lessee as provided in this Consent. 6.3.1. If the non -monetary default is of a nature which requires immediate abatement as a result of which Beneficiary would not normally pursue realization on the collateral, and Lessee has not taken steps to immediately cure the default, then Beneficiary must take immediate steps to cure such default within ten (10) days of receipt of notice or else the Lessor may terminate the Lease. 6.3.2. Upon termination of the Lease as provided herein, Beneficiary will release its Deed of Trust within fifteen (15) days thereafter. 6.4. Assumption of the Lease. If Beneficiary acquires the interest of Lessee at any time or takes possession of the collateral, then Beneficiary shall formally assume the Lease within twenty (20) days thereafter. Failure to so assume the Lease shall give the Lessor the right to immediately terminate the Lease. 6.5. Right to Assian. Beneficiary shall not have the right to assign its interest in the Leasehold nor in the case of a foreclosure under the Deed of Trust shall the Trustee under the Deed of Trust transfer the Leasehold to any person or entity (other than Beneficiary) without first obtaining the written consent of the Lessor for such assignment or transfer, which consent will not be unreasonably withheld or delayed provided that Beneficiary has disclosed to the Lessor (a) the identity of the proposed purchaser, assignee or transferee; (b) shown that the purchaser's, assignee's or transferee's credit standing would reasonably be acceptable to a commercially prudent Beneficiary; and (c) provided evidence to the Lessor that the use of the property by such purchaser, assignee or transferee shall be consistent with the terms of the Lease or Lessee's prior use of the Leasehold. Upon the purchaser's, assignee's or transferee's assumption and agreement to perform and to be bound by all of the terms of the Lease, Beneficiary shall be relieved of further liability under the Lease, however, if Beneficiary finances the purchaser, assignee or transferee, Beneficiary shall again be subject to all the obligations set forth in this Agreement. 7. Disposition of Insurance and Condemnation Proceeds. The Lessor shall be named as an additional insured under any of Lessee's casualty policies on the Premises to the extent of the interests limited in this Section 7. Should the Premises suffer any loss which is covered by casualty insurance, and the insurance proceeds are used to restore any improvements made by Lessee, the Lessor agrees that Lessee and Beneficiary shall have the right to such proceeds so long as none of the Lessor's property, utilities or other services therein are damaged or such damages are repaired. In the event the Premises are substantially damaged and Lessee's improvements have been repaired, the Lessor shall only participate in the insurance proceeds to the extent necessary to repair and restore the Lessor's ground and any of the Lessor's or Lessee's improvements (excluding buildings and personal property) on or in the ground to the same condition the land was in at the commencement of the Lease, or in the same condition at the time of the casualty. Under the Lease, the Lessor has the option of requiring Lessee to demolish the improvements at the end of the Lease term, or to have Lessee convey to Lessor, title to Lessee's interests in the Leasehold Improvements. In the event Premises and the Leasehold are so severely damaged that Lessee's and Beneficiary's decision is not to repair or restore the Premises, the Lessor shall participate in the insurance proceeds to the extent necessary to remove the remainder of the damaged improvements and to restore the Premises and any utilities or other such improvements (excluding rebuilding the improvements or restoring other personal property of Lessee) to the same condition the land was in at the commencement of the Lease, or in the same condition at the time of the casualty. Other than as described herein, the Lessor shall have no claim to insurance proceeds or condemnation proceeds that are attributable to Lessee's interest in the Leasehold, nor shall Beneficiary have any interest in the Lessor's condemnation proceeds, if any. 8. Right to Participate in Litigation. Beneficiary shall have the right to participate in any litigation, arbitration or dispute directly affecting the Premises or the interests of Lessee or Beneficiary therein, including without limitation, any suit, action, arbitration proceeding, condemnation proceeding or insurance claim. The Lessor, upon instituting or receiving notice of any such litigation, arbitration or dispute will promptly notify Beneficiary of the same. 9. Incorporation of Mortgagee Protection Provisions. To the extent not inconsistent with this Agreement, all provisions of the Lease which by their terms are for the benefit of any leasehold mortgagee, are hereby incorporated herein for the benefit of Beneficiary. 10. Ric_,ht to Remove Collateral. In the event Beneficiary exercises its rights under its collateral and realizes upon the collateral, the Lessor agrees that Beneficiary is entitled to remove Lessee's furniture, movable trade fixtures and equipment installed by Lessee from the Premises at any reasonable time and that the collateral shall remain personal property even though the trade fixtures may be affixed to or placed upon the Premises. "Trade fixtures" means the movable personal property of Lessee which is free standing or attached to floors, walls or ceiling, but does not include installed light fixtures, floor coverings, doors, windows, heating, plumbing or electrical systems or components thereof, including any roof -mounted HVAC equipment and/or units thereof, or permanent walls or partitions installed by Lessee. In the event Beneficiary so realizes on its collateral, the Lessor waives any right, title, claim, lien or interest in the above trade fixtures by reason of such fixtures being attached to or located on the Premises. Beneficiary shall use reasonable care in removing the trade fixtures from the Premises and shall repair any damage that may result from such removal which shall be completed in accordance with the terms of the Lease. 11. Interpretation of Agreement. This Agreement sets forth the complete understanding of Beneficiary with respect to this transaction; may be amended only in writing signed by the party against whom it is sought to be enforced; and, without limiting the generality of the foregoing shall not be deemed modified by any course of dealing. No provision in the Deed of Trust shall vary, modify or expand the covenants herein contained. In the event of any conflict between the terms of this Agreement and the Lease, this Agreement shall control. 12. Prevailing Pa rtv. In the event of litigation or arbitration between the parties to enforce or interpret this Agreement, the arbitrator, Board of Arbitration or Judge, as may be appropriate, may award the prevailing party in such arbitration or litigation a reasonable attorney's fee not to exceed twenty percent (20%) of the amount in controversy, plus costs of collection. 13. Notices. All notices, copies of notices, consents or other communications given under this Agreement must be in writing and shall be effective when received. Such communications shall be given in person to an officer of Beneficiary or to the Lessor or shall be delivered to one of such persons by registered or certified U.S. mail or by public or private courier or wire service or facsimile transmission addressed to the parties at their respective addresses set forth below, unless by such notice a different person or address shall have been designated in writing: If to Beneficiary: Washington State Department of Commerce Attn: Local Government Division, Real Estate Development and Services 1011 Plum Street SE Post Office Box 42525 Olympia, Washington 98504-2525 If to the Lessor: [SIGNATURE AND NOTARY PAGE FOLLOW] IN WITNESS WHEREOF, the Lessor has executed these presents this 9 day of `4 - - --, k , 20 `-`5 City of Edmonds, a Washington Municipal Corporation By: Printed Name: /' 4 y. -L r Title: %� STATE OF WASHINGTON ) ss. COUNTY OF ) I certify that I know or have satisfactory evidence that P\� *, 4 Zr/-z/l is the person who appeared before me, and said person acknowledged that they signed this instrument, on oath stated that they were authorized to execute the instrument and acknowledged it as the e—V a7 of City of Edmonds, to be the free and voluntary act and deed of such party for the uses and purposes mentioned in the instrument. ,441o�4a' . en, aP� '0���e of Was\ `\,C, , DATED: (Signature of Notary) y -0-, V; I I A-t-,r, (Legibly Print or Stamp Name of Notary) NOTARY PUBLIC in and for the state of Washington My Commission Expires: When Recorded Return To: The Washington State Department of Commerce Local Government Division 1011 Plum Street, SE Post Office Box 42525 Olympia, Washington 98504-2525 Local Community Projects Attention: Real Estate Development and Services LEASEHOLD DEED OF TRUST Lessee (Grantor): Boys & Girls Clubs of Snohomish County Lessor: City of Edmonds Beneficiary (Beneficiary): Department of Commerce, Community Capital Facilities Grantee (Trustee): Chicago Title Company Legal Description (abbreviated): LTS 1-40, BLK 100, CITY OF EDMONDS, TGW ALLEY & PTN VAC STS ADJ Assessor's Tax Parcel ID#: 004342-100-000-00 Grant Number: 24-96647-083 THIS LEASEHOLD DEED OF TRUST (hereinafter called "Deed of Trust") is made this 23rd day of September, 2025; between Boys & Girls Clubs of Snohomish County, a Washington Nonprofit Corporation, whose mailing address is 8223 Broadway Ste 100, Everett, WA 98203, as grantor under this Deed of Trust and lessee under the lease described below ("Lessee"); Chicago Title Company, whose mailing address is 3002 Colby Ave., Suite 200, Everett, Washington, 98201, as Trustee ("Trustee"); and the Washington State Department of Commerce, Community Capital Facilities Unit or its successor agency, as Beneficiary ("Beneficiary"), whose address is 1011 Plum Street SE, P.O. Box 42525, Olympia, Washington 98504-2525. 1. Grant. Lessee hereby irrevocably grants, bargains, conveys, and assigns to Trustee in trust, with right of entry and possession as provided for herein, for the benefit of Beneficiary, all of Lessee's interest in the following described property in Snohomish County, Washington: That certain leasehold estate (hereinafter called "leasehold estate"), together with and including all right, title and interest of Lessee therein, which said leasehold estate embraces and covers a portion of the real property hereinafter described, situated, lying in the City of Edmonds, County of Snohomish, State of Washington, and is more particularly described as: The leasehold estate created by that certain Lease (hereinafter called "Lease") dated February 2, 2023, executed by and between City of Edmonds, a Washington Municipal Corporation, as Lessor ("Lessor"), and Boys & Girls Clubs of Snohomish, a Washington Nonprofit Organization, as Lessee, pursuant to which a memorandum of lease was recorded on 20 under instrument number and covers the following described property: 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. TOGETHER WITH all right, title and interest of Lessee in and to all options to purchase, options of first refusal and renewal options with respect to the Lease or said property or any portion thereof or any interest therein and in and to any greater estate in said property (including the fee simple estate) as may be subsequently acquired by or release to Lessee. TOGETHER WITH all interest, estate, or other claims, both in law or equity, which Lessee now has or may hereafter acquire in said property. 1.1. The Lease shall not be materially modified or changed in any way without the written consent of Beneficiary. Amendments to the Lease extending the term, renewing the Lease, increasing or decreasing the amount of space leased under the Lease by up to 100 square feet, or allowing improvements to the space shall not be considered material modifications requiring written consent of the Beneficiary. 1.2. Beneficiary shall be immediately furnished with all Notices of Default served by Lessor of the Lease on Lessee. 1.3. In the event Lessee shall fail to make payment due on the Lease or to perform any term or covenant as provided therein, in addition to any such default constituting a default under this Deed of Trust. Beneficiary may, at its option, make the defaulted payments or perform the term or covenant and add the same to the amount due under this Deed of Trust without waiving any of its rights under this Deed of Trust and the Note which it secures. 1.4. If both the Lessor's and the Lessee's estate under the Lease shall at any time become vested in one owner, this Deed of Trust and the lien created hereby shall not be destroyed or terminated by the application of the doctrine of merger, and in such event, Beneficiary shall continue to have and to enjoy all of the rights, title, interest and privileges of Beneficiary as to the separate estates. In addition, foreclosure of said property shall not destroy or terminate the Lease by application of the doctrine of merger or as a matter of law or as a result of foreclosure unless Beneficiary or any purchaser at foreclosure sale shall so elect. In the event that Lessee shall, at any time prior to the payment in full of all indebtedness secured by this Deed of Trust, acquire fee simple title to said property, such fee simple title shall not merge with the leasehold estate encumbered by this Deed of Trust, but such fee simple title shall immediately, without further action on the part of the Lessee, become subject to the lien hereof. In the event of such acquisition by Lessee, Lessee agrees to execute and deliver to Beneficiary such further instruments, conveyances and assurances as Beneficiary may reasonably require in order to further confn-m and assure that the fee simple title so acquired by Grantor is subject to the terms, provisions and lien of this Deed of trust. The provisions of this paragraph shall not apply in the event Beneficiary acquires the fee of said property, except if Beneficiary shall so elect. Said property is not used for agricultural or farming purposes. 2. Obligations Secured. This deed is given for the purpose of securing payment in the amount of One Million Three Hundred Forty Three Thousand Four Hundred Fifty and 00/100 dollars ($1,343,450.00) payable by the Lessee to the Beneficiary evidenced by a Promissory Note between Boys & Girls Clubs of Snohomish and the Washington State Department of Commerce, of even date herewith, and Contract Number 24-96647-083 between Boys & Girls Clubs of Snohomish and Washington State Department of Commerce, as now orhereafter amended ("Contract"), and securing performance of each term and condition of said Contract and Promissory Note, together with all future advances. 3. Protection of Security. To protect the security of this Deed of Trust, Lessee covenants and agrees: 3.1. To keep the leased property in good condition and repair; to permit no waste thereof; to diligently pursue or complete any building, structure or improvement thereon which may be damaged or destroyed to the extent required by the Lease or Contract; and to comply with all laws, ordinances, conditions and restrictions affecting the property. 3.2. To keep its leasehold interest in the property free and clear of all other charges, liens, or encumbrances impairing the security of this Deed of Trust. 3.3. To maintain a policy of property insurance for the leased property covering its supplies, inventory, personal property, equipment, fixtures as well as all improvements, additions, and modifications to or in the leased property, in an amount not less than the replacement cost thereof. Except as otherwise provided herein and in the Contract the amount collected under any insurance policy may be applied upon any indebtedness hereby secured in such order, as the Beneficiary shall determine, subject to the rights of any senior lien -holder. 3.4. 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 proceeding, and in any suit brought by Beneficiary to foreclose this Deed of Trust. 3.5. To pay all costs, fees and expenses in connection with this Deed of Trust, including the expenses of the Trustee incurred in enforcing the obligations secured hereby and Trustee's and attorney's fees actually incurred, as provided by statute. 3.6. Should Lessee fail to pay when due any taxes, assessments, insurance premiums, liens, encumbrances or other charges against its leasehold interest in the property when the same become due and payable, Beneficiary may, but shall not be obligated, to pay the same, and the amount so paid shall be added to and become a part of the debt secured by this Deed of Trust. 4. General Conditions. The parties hereto agree that: 4.1 In the event of any fire or other casualty to the leased property or eminent domain proceedings resulting in condemnation of the leased property or any part thereof, and with Beneficiary's approval which shall not be unreasonably withheld, Lessee shall either (a) repair the premises subject to the leasehold estate and continue the tenancy if permitted under the lease, or (b) use all available insurance or condemnation proceeds to continue providing the public benefit contemplated under the Contract in a different location. In such an instance, insurance and/or condemnation proceeds must be used in a manner that provides adequate security to the Beneficiary for repayment of the remaining balance of the loan and performance of Lessee's obligations under the Contract. 4.2. 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. 4.3. 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 Lessee and the Beneficiary, or upon satisfaction of the obligations secured and written request for reconveyance made by the Beneficiary or the person entitled thereto. 4.4. Default Remedies. Upon default by Lessee of its obligations secured hereby without timely cure and after written notice of thirty (30) days, all sums secured hereby shall immediately become due and payable. In such event and upon written notice of Beneficiary, Lessee's leasehold interest in the property may be automatically assigned to Trustee for the benefit of Beneficiary and Lessee agrees that Trustee may take any action on behalf of the Lessee for the benefit of the Beneficiary (with right of entry onto the leased premises) to keep, observe, or perform an such terms, covenants, provisions, or agreements and to enter into the leased premises (after reasonable advance notice to Lessee) and take all such action thereon as may be reasonably necessary therefore, with all rights to use, assign, or sublet the leasehold premises allowed under the terms of the then -current Lease. 4.5. Beneficiary may at any time appoint or discharge the Trustee. 4.6. This Deed of Trust applies to, inures to the benefit of, and binds all parties hereto and their successors and assigns. The terms "Lessee," "Lessor," "Trustee," and "Beneficiary" include their successors and assigns. 5. Acceleration. Except as otherwise provided for in the Contract, if without Beneficiary's prior written consent, all or any part of Lessee's interest in the property is assigned, conveyed, transferred, encumbered, or the leased property is not used as required by the Contract between Beneficiary and Lessee, Beneficiary may, at its option, require immediate payment in full of all sums secured by this Deed of Trust. However, this option shall not be exercised by Beneficiary if exercise is prohibited by federal law as of the date of this Deed of Trust. If Beneficiary exercises this option, Beneficiary shall give Lessee notice of acceleration. The notice shall provide a period of not less than thirty (30) days from the date the notice is delivered or mailed within which Lessee must pay all sums secured by this Deed of Trust. If Lessee fails to pay these sums prior to the expiration of this period, Beneficiary may invoke any remedies permitted by this Deed of Trust without further notice or demand on Lessee. [SIGNATURE AND NOTARY PAGES FOLLOW] 4 N WITN SS HEREOF B�ys & Girls Clubs of Snohomish County, has executed this Deed of Trust on theeday of _S .20%. Boys & Girls Clubs of Snohomish County, a Washington Nonprofit Corporation By: ''�'' V Printed Name: It 4q ►- 61 V alwer— Title: C t V STATE OF WASHINGTON ss. COUNTY OF ) I certify that I know or have satisfactory evidence that [01is the person who appeared before me, and said person acknowledged that they signed this instrument, on oath stated that they were authorized to execute the instrument and acknowledged it as the of Boys & Girls Clubs of Snohomish County, a Washington Nonprofit Corporation, to be the free and voluntary act and deed of such party for the uses and purposes mentioned in the instrument. P ��g nd1 ff) . C 6c s —(Legibly Prim or Stamp Name o Notary) ARY - UBLIC in and for the state of Washington My Commission Expires: CONSENTED TO BY LESSOR: City of Edmonds, a Washington Municipal Corporation By: Printed Name: Title: // S STATE OF WASHINGTON ss. COUNTY OF I certify that I know or have satisfactory evidence that M i jee ILD'4eXl is the person who appeared before me, and said person acknowledged that they signed this instrument, on oath stated that they were authorized to execute the instrument and acknowledged it as the of Ci , of— Edmonds a Washington Municipal Corporation, to be the free and voluntary act and deed of such p ty for the uses and purposes mentioned in the instrument. DATED:�1^/ / (Seal or Stamp) „uunir,,, (Signature of Notary) License 1, 1 ffvl; 0 V, I Ie,4--e, �\\c, fd (Legibly Print or Stamp Name of Notary) MLn NOTARY PUBLIC in and for the state of Washington ,;.�o� !e o Wasr"' ti, ��. , My Commission Expires: 763 1 121 REQUEST FOR FULL RECONVEYANCE TO BE USED ONLY WHEN ALL OBLIGATIONS HAVE BEEN PAID AND ALL DUTIES PERFORMED UNDER THIS DEED OF TRUST. TO: TRUSTEE: The undersigned as the party entitled to the performance, benefits, duties, and payments under Contract 24-96647- 083 between Grantor and Beneficiary, which is secured by this Deed of Trust and other legal documents. The obligations thus secured have been fully paid, duties performed and satisfied. and you are hereby requested and directed, on payment to you of any sums owing to you under the terms of said Deed of Trust, including Contingent Interest, to cancel evidence of indebtedness secured by said Deed of Trust delivered to you with said Deed of Trust, and to reconvey, without warranty, to the parties designated by the terms of said Deed of Trust, all the estate now held by you hereunder. Dated Name Title When Recorded Return To: The Washington State Department of Commerce Local Government Division 1011 Plum Street, SE Post Office Box 42525 Olympia, Washington 98504-2525 Local Community Projects Attention: Real Estate Development and Services CONSENT TO LEASEHOLD DEED OF TRUST "Lessor": City of Edmonds "Lessee": Boys & Girls Clubs of Snohomish County "Beneficiary": Department of Commerce, Community Capital Facilities "Lease": Lease dated: 02/02/2023 "Leasehold" Lessee's interest in the lease Legal Description (abbreviated): LTS 1-40, BLK 100, CITY OF EDMONDS, TGW ALLEY & PTN VAC STS ADJ Assessor's Tax Parcel ID#: 004342-100-000-00 Reference Number: 25-96647-049 WHEREAS, Beneficiary has agreed to provide Lessee funds which shall be secured by a Deed of Trust in and to the Lessee's rights pursuant to the memorandum of lease recorded on , 20_ under instrument number WHEREAS, the Lessee has executed a Leasehold Deed of Trust in the amount of $291,000.00 recorded on 20 under instrument number NOW, THEREFORE, the Lessor represents, warrants, covenants, and agrees as follows: 1. Consents. The Lessor hereby consents to recordation of the above mentioned Deed of Trust that is secured against the leasehold estate and any assignments that may occur in the future in and to Lessee's interest in the Leasehold to the Beneficiary for security purposes under the Deed of Trust secured against the following described property in Snohomish County, Washington: 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 SNOHOMISH COUNTY, WASHINGTON. 2. Status of Lease. A true and correct copy of the Memorandum of Lease, together with all amendments, supplements, and modifications thereto as referenced above is presently in full force and effect, is valid and enforceable according to its terms and has not been modified or amended in any way except as shown on the copy of the Lease attached hereto. 3. Non -Default. Lessee is not in default (a) in the payment of rent or any other amounts due and payable by Lessee to the Lessor under the Lease; or (b) to the knowledge of the Lessor, in the observance or performance of any other covenant or condition to be observed or performed by Lessee under the Lease. To the knowledge of the Lessor, no event has occurred which now does or hereafter will authorize the Lessor to terminate the Lease. 4. Right to Foreclose Deed of Trust. Beneficiary recognizes that any Deed of Trust taken by Beneficiary affects and applies only to Lessee's interest in the Leasehold and that the Lessor will not permit any security interest to be taken in any of its land. In the event of default by Lessee under the terms of the Deed of Trust, Beneficiary may enforce or foreclose the Deed of Trust including the acceptance of a Deed in Lieu of Foreclosure. The Lessor agrees that in connection with any such foreclosure, Beneficiary may: a. Acquire Lessee's interest in the Leasehold either by Deed in Lieu of Foreclosure or actual foreclosure without further consent of the Lessor, subject to the requirements of Section 6.4 below. b. Acquire the leasehold estate through the assignment of lease from Lessor herein. c. Rent the Premises pending foreclosure of the Leasehold by Beneficiary without further consent of the Lessor. d. Assign and sell the Leasehold in whole or in part to any person or entity, subject to the requirements set forth in Section 6.5 below. 5. Surrender of the Premises. No surrender of the Premises or any other act of Lessee shall be deemed to terminate the Lease and the Lessor will not terminate voluntarily by agreement with Lessee unless Beneficiary has been previously notified in writing and has consented to the termination in writing. The Lease shall not be amended or modified unless Beneficiary has been previously notified in writing and has consented to such amendment or modification in writing. 6. Notice of Default and Beneficiary Rights. 6.1. Notice of Default. If Lessee defaults under the Lease or if any event occurs which would give the Lessor the right to terminate, modify, amend or shorten the term of the Lease, the Lessor shall take no steps to exercise any right it may have under the Lease without first giving Beneficiary written notice of such default. A copy of each and every Notice of Default served or sent by the Lessor or its agent to or upon Lessee pursuant to the Lease shall be sent contemporaneously to Beneficiary in accordance with Section 13 below. Such Notice of Default shall specify the event or events of default then outstanding and the time period at the end of which the indicated action would become effective. 6.2. Termination for Monetary Default. If the Notice of Default given by the Lessor to Beneficiary relates to a monetary default and Lessee has not cured such monetary default within fifteen (15) days as provided in the Lease and Lessee's failure to cure results in the Lessor desiring to terminate the Lease, the Lessor may terminate the Lease if such monetary default is not cured by either Lessee or Beneficiary within thirty (30) days of Beneficiary receipt of Notice, and kept current thereafter. 6.3. Termination for Non-Monetary Default. If the notice given by the Lessor to Beneficiary relates to a non - monetary default and Lessee has not cured such non -monetary default within the 30-day period specified in the Lease, the Lessor shall take no action to terminate the Lease if: a. Within twenty (20) days after the Lessor's notice to Beneficiary to Lessee's failure to cure (or failure to diligently pursue a cure) Beneficiary notifies the Lessor of its intent to realize upon its security interest and commences realization within thirty (30) days thereafter, and diligently pursues realization; and b. Beneficiary notifies the Lessor that it will assume the Lease when Beneficiary is legally entitled to the ownership and/or possession of Lessee's interests in the Leasehold; and c. Beneficiary pays the Lessor at time of notification all back rent or other monies or performances due that may be in default up to the date Beneficiary notifies the Lessor of Beneficiary intent and further pays all rent that accrues during the period after Beneficiary so notifies the Lessor and completes such other performances that may be required or come due under the Lease. The Lessor shall not terminate the Lease because of Lessee's breach of any term(s) of the Lease relating to the solvency of Lessee or the institution of any bankruptcy, insolvency, receivership or related action by or against Lessee as long as Beneficiary cures any default under the Lease by Lessee as provided in this Consent. 6.3.1. If the non -monetary default is of a nature which requires immediate abatement as a result of which Beneficiary would not normally pursue realization on the collateral, and Lessee has not taken steps to immediately cure the default, then Beneficiary must take immediate steps to cure such default within ten (10) days of receipt of notice or else the Lessor may terminate the Lease. 6.3.2. Upon termination of the Lease as provided herein, Beneficiary will release its Deed of Trust within fifteen (15) days thereafter. 6.4. Assumption of the Lease. If Beneficiary acquires the interest of Lessee at any time or takes possession of the collateral, then Beneficiary shall formally assume the Lease within twenty (20) days thereafter. Failure to so assume the Lease shall give the Lessor the right to immediately terminate the Lease. 6.5. Rieht to Assign. Beneficiary shall not have the right to assign its interest in the Leasehold nor in the case of a foreclosure under the Deed of Trust shall the Trustee under the Deed of Trust transfer the Leasehold to any person or entity (other than Beneficiary) without first obtaining the written consent of the Lessor for such assignment or transfer, which consent will not be unreasonably withheld or delayed provided that Beneficiary has disclosed to the Lessor (a) the identity of the proposed purchaser, assignee or transferee; (b) shown that the purchaser's, assignee's or transferee's credit standing would reasonably be acceptable to a commercially prudent Beneficiary; and (c) provided evidence to the Lessor that the use of the property by such purchaser, assignee or transferee shall be consistent with the terms of the Lease or Lessee's prior use of the Leasehold. Upon the purchaser's, assignee's or transferee's assumption and agreement to perform and to be bound by all of the terms of the Lease, Beneficiary shall be relieved of further liability under the Lease, however, if Beneficiary finances the purchaser, assignee or transferee, Beneficiary shall again be subject to all the obligations set forth in this Agreement. 7. Disposition of Insurance and Condemnation Proceeds. The Lessor shall be named as an additional insured under any of Lessee's casualty policies on the Premises to the extent of the interests limited in this Section 7. Should the Premises suffer any loss which is covered by casualty insurance, and the insurance proceeds are used to restore any improvements made by Lessee, the Lessor agrees that Lessee and Beneficiary shall have the right to such proceeds so long as none of the Lessor's property, utilities or other services therein are damaged or such damages are repaired. In the event the Premises are substantially damaged and Lessee's improvements have been repaired, the Lessor shall only participate in the insurance proceeds to the extent necessary to repair and restore the Lessor's ground and any of the Lessor's or Lessee's improvements (excluding buildings and personal property) on or in the ground to the same condition the land was in at the commencement of the Lease, or in the same condition at the time of the casualty. Under the Lease, the Lessor has the option of requiring Lessee to demolish the improvements at the end of the Lease term, or to have Lessee convey to Lessor, title to Lessee's interests in the Leasehold Improvements. In the event Premises and the Leasehold are so severely damaged that Lessee's and Beneficiary's decision is not to repair or restore the Premises, the Lessor shall participate in the insurance proceeds to the extent necessary to remove the remainder of the damaged improvements and to restore the Premises and any utilities or other such improvements (excluding rebuilding the improvements or restoring other personal property of Lessee) to the same condition the land was in at the commencement of the Lease, or in the same condition at the time of the casualty. Other than as described herein, the Lessor shall have no claim to insurance proceeds or condemnation proceeds that are attributable to Lessee's interest in the Leasehold, nor shall Beneficiary have any interest in the Lessor's condemnation proceeds, if any. 8. Right to Participate in Litigation. Beneficiary shall have the right to participate in any litigation, arbitration or dispute directly affecting the Premises or the interests of Lessee or Beneficiary therein, including without limitation, any suit, action, arbitration proceeding, condemnation proceeding or insurance claim. The Lessor, upon instituting or receiving notice of any such litigation, arbitration or dispute will promptly notify Beneficiary of the same. 9. Incorporation of Xlortgagee Protection Provisions. To the extent not inconsistent with this Agreement, all provisions of the Lease which by their terms are for the benefit of any leasehold mortgagee, are hereby incorporated herein for the benefit of Beneficiary. 10. Right to Remove Collateral. In the event Beneficiary exercises its rights under its collateral and realizes upon the collateral, the Lessor agrees that Beneficiary is entitled to remove Lessee's furniture, movable trade fixtures and equipment installed by Lessee from the Premises at any reasonable time and that the collateral shall remain personal property even though the trade fixtures may be affixed to or placed upon the Premises. "Trade fixtures" means the movable personal property of Lessee which is free standing or attached to floors, walls or ceiling, but does not include installed light fixtures, floor coverings, doors, windows, heating, plumbing or electrical systems or components thereof, including any roof -mounted 14VAC equipment and/or units thereof, or permanent walls or partitions installed by Lessee. In the event Beneficiary so realizes on its collateral, the Lessor waives any right, title, claim, lien or interest in the above trade fixtures by reason of such fixtures being attached to or located on the Premises. Beneficiary shall use reasonable care in removing the trade fixtures from the Premises and shall repair any damage that may result from such removal which shall be completed in accordance with the terms of the Lease. 11. Interpretation of Agreement. This Agreement sets forth the complete understanding of Beneficiary with respect to this transaction; may be amended only in writing signed by the party against whom it is sought to be enforced; and, without limiting the generality of the foregoing shall not be deemed modified by any course of dealing. No provision in the Deed of Trust shall vary, modify or expand the covenants herein contained. In the event of any conflict between the terms of this Agreement and the Lease, this Agreement shall control. 12. Prevailing Party. In the event of litigation or arbitration between the parties to enforce or interpret this Agreement, the arbitrator, Board of Arbitration or Judge, as may be appropriate, may award the prevailing party in such arbitration or litigation a reasonable attorney's fee not to exceed twenty percent (20%) of the amount in controversy, plus costs of collection. 13. Notices. All notices, copies of notices, consents or other communications given under this Agreement must be in writing and shall be effective when received. Such communications shall be given in person to an officer of Beneficiary or to the Lessor or shall be delivered to one of such persons by registered or certified U.S. mail or by public or private courier or wire service or facsimile transmission addressed to the parties at their respective addresses set forth below, unless by such notice a different person or address shall have been designated in writing: If to Beneficiary: Washington State Department of Commerce Attn: Local Government Division, Real Estate Development and Services 1011 Plum Street SE Post Office Box 42525 Olympia, Washington 98504-2525 If to the Lessor: [SIGNATURE AND NOTARY PAGE FOLLOW] IN WITNESS WHEREOF, the Lessor has executed these presents this day of 20 Z City of Edmonds, a Washington Municipal Corporation By: Printed Name: L' /'<�-`� 6 Title: STATE OF WASHINGTON ) 1 ss. COUNTY OF ) I certify that I know or have satisfactory evidence that K 4 �is the person who appeared before me, and said person acknowledged that they signed this instrument, on oath stated that they were authorized to execute the instrument and acknowledged it as the M -1, o� of City of Edmonds, to be the free and voluntary act and deed of such party for the uses and purposes mentioned in the instrument. DATED: (Seal or SJA4;R),,,, • •�M J. Vitt (Signature of • J\\o LIcensedd�l Q •.• (Iegi6l Print or Stamp Name of Notary) =� Z •'•. : • `�' NOTARY PUBLIC in and for the state of Washington n`bra • '•••.....•••''���° `�-' feOfwasr\� • ,, F � �.y ,, kPireS„ �,.• My Commission Expires: —71 oZI/aell When Recorded Return To: The Washington State Department of Commerce Local Government Division 1011 Plum Street, SE Post Office Box 42525 Olympia, Washington 98504-2525 Local Community Projects Attention: Real Estate Development and Services LEASEHOLD DEED OF TRUST Lessee (Grantor): Boys & Girls Clubs of Snohomish County Lessor: City of Edmonds Beneficiary (Beneficiary): Department of Commerce, Community Capital Facilities Grantee (Trustee): Chicago Title Company Legal Description (abbreviated): LTS 1-40, BLK 100, CITY OF EDMONDS, TGW ALLEY & PTN VAC STS ADJ Assessor's Tax Parcel ID#: 004342-100-000-00 Grant Number: 25-96647-049 THIS LEASEHOLD DEED OF TRUST (hereinafter called "Deed of Trust") is made this 23rd day of September, 2025, between Boys & Girls Clubs of Snohomish County, a Washington Nonprofit Corporation, whose mailing address is 8223 Broadway Ste 100, Everett, WA 98203, as grantor under this Deed of Trust and lessee under the lease described below ("Lessee"); Chicago Title Company, whose mailing address is 3002 Colby Ave., Suite 200, Everett, Washington, 98201, as Trustee ("Trustee"); and the Washington State Department of Commerce, Community Capital Facilities Unit or its successor agency, as Beneficiary ("Beneficiary"), whose address is 1011 Plum Street SE, P.O. Box 42525, Olympia, Washington 98504-2525. 1. Grant. Lessee hereby irrevocably grants, bargains, conveys, and assigns to Trustee in trust, with right of entry and possession as provided for herein, for the benefit of Beneficiary, all of Lessee's interest in the following described property in Snohomish County, Washington: That certain leasehold estate (hereinafter called "leasehold estate"), together with and including all right, title and interest of Lessee therein, which said leasehold estate embraces and covers a portion of the real property hereinafter described, situated, lying in the City of Edmonds, County of Snohomish, State of Washington, and is more particularly described as: The leasehold estate created by that certain Lease (hereinafter called "Lease") dated February 2, 2023, executed by and between City of Edmonds, a Washington Municipal Corporation, as Lessor ("Lessor"), and Boys & Girls Clubs of Snohomish, a Washington Nonprofit Organization, as Lessee, pursuant to which a memorandum of lease was recorded on 20 under instrument number and covers the following described property: 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. TOGETHER WITH all right, title and interest of Lessee in and to all options to purchase, options of first refusal and renewal options with respect to the Lease or said property or any portion thereof or any interest therein and in and to any greater estate in said property (including the fee simple estate) as may be subsequently acquired by or release to Lessee. TOGETHER WITH all interest, estate, or other claims, both in law or equity, which Lessee now has or may hereafter acquire in said property. 1.1. The Lease shall not be materially modified or changed in any way without the written consent of Beneficiary. Amendments to the Lease extending the term, renewing the Lease, increasing or decreasing the amount of space leased under the Lease by up to 100 square feet, or allowing improvements to the space shall not be considered material modifications requiring written consent of the Beneficiary. 1.2. Beneficiary shall be immediately furnished with all Notices of Default served by Lessor of the Lease on Lessee. 1.3. In the event Lessee shall fail to make payment due on the Lease or to perform any term or covenant as provided therein, in addition to any such default constituting a default under this Deed of Trust, Beneficiary may, at its option, make the defaulted payments or perform the term or covenant and add the same to the amount due under this Deed of Trust without waiving any of its rights under this Deed of Trust and the Note which it secures. 1.4_ If both the Lessor's and the Lessee's estate under the Lease shall at any time become vested in one owner, this Deed of Trust and the lien created hereby shall not be destroyed or terminated by the application of the doctrine of merger, and in such event, Beneficiary shall continue to have and to enjoy all of the rights, title, interest and privileges of Beneficiary as to the separate estates. In addition, foreclosure of said property shall not destroy or terminate the Lease by application of the doctrine of merger or as a matter of law or as a result of foreclosure unless Beneficiary or any purchaser at foreclosure sale shall so elect. In the event that Lessee shall, at any time prior to the payment in full of all indebtedness secured by this Deed of Trust, acquire fee simple title to said property, such fee simple title shall not merge with the leasehold estate encumbered by this Deed of Trust, but such fee simple title shall immediately, without further action on the part of the Lessee, become subject to the lien hereof. In the event of such acquisition by Lessee, Lessee agrees to execute and deliver to Beneficiary such further instruments, conveyances and assurances as Beneficiary may reasonably require in order to further confirm and assure that the fee simple title so acquired by Grantor is subject to the terms, provisions and lien of this Deed of trust. The provisions of this paragraph shall not apply in the event Beneficiary acquires the fee of said property, except if Beneficiary shall so elect. Said property is not used for agricultural or farming purposes. 2. Obliaations Scoured. This deed is given for the purpose of securing payment in the amount of Two Hundred Ninety One Thousand and 00/100 dollars ($291,000.00) payable by the Lessee to the Beneficiary evidenced by a Promissory Note between Boys & Girls Clubs of Snohomish and the Washington State Department of Commerce, of even date herewith, and Contract Number 25-96647-049 between Boys & Girls Clubs of Snohomish and Washington State Department of Commerce, as now or hereafter amended ("Contract"), and securing performance of each term and condition of said Contract and Promissory Note, together with all future advances. Protection of Securitv. To protect the security of this Deed of Trust, Lessee covenants and agrees: 3.1. To keep the leased property in good condition and repair; to permit no waste thereof; to diligently pursue or complete any building, structure or improvement thereon which may be damaged or destroyed to the extent required by the Lease or Contract; and to comply with all laws, ordinances, conditions and restrictions affecting the property. 3.2. To keep its leasehold interest in the property free and clear of all other charges, liens, or encumbrances impairing the security of this Deed of Trust. 33. To maintain a policy of property insurance for the leased property covering its supplies, inventory, personal property, equipment, fixtures as well as all improvements, additions, and modifications to or in the leased property, in an amount not less than the replacement cost thereof. Except as otherwise provided herein and in the Contract the amount collected under any insurance policy may be applied upon any indebtedness hereby secured in such order, as the Beneficiary shall determine, subject to the rights of any senior lien -holder. 3.4. 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 proceeding, and in any suit brought by Beneficiary to foreclose this Deed of Trust. 3.5. To pay all costs, fees and expenses in connection with this Deed of Trust, including the expenses of the Trustee incurred in enforcing the obligations secured hereby and Trustee's and attorney's fees actually incurred, as provided by statute. 3.6. Should Lessee fail to pay when due any taxes, assessments, insurance premiums, liens, encumbrances or other charges against its leasehold interest in the property when the same become due and payable, Beneficiary may, but shall not be obligated, to pay the same, and the amount so paid shall be added to and become a part of the debt secured by this Deed of Trust. 4. General Conditions. The parties hereto agree that: 4.1 In the event of any fire or other casualty to the leased property or eminent domain proceedings resulting in condemnation of the leased property or any part thereof, and with Beneficiary's approval which shall not be unreasonably withheld, Lessee shall either (a) repair the premises subject to the leasehold estate and continue the tenancy if permitted under the lease, or (b) use all available insurance or condemnation proceeds to continue providing the public benefit contemplated under the Contract in a different location. In such an instance, insurance and/or condemnation proceeds must be used in a manner that provides adequate security to the Beneficiary for repayment of the remaining balance of the loan and performance of Lessee's obligations under the Contract. 4.2. 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. 4.3. 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 Lessee and the Beneficiary, or upon satisfaction of the obligations secured and written request for reconveyance made by the Beneficiary or the person entitled thereto. 4.4. Default Remedies. Upon default by Lessee of its obligations secured hereby without timely cure and after written notice of thirty (30) days, all sums secured hereby shall immediately become due and payable. In such event and upon written notice of Beneficiary, Lessee's leasehold interest in the property may be automatically assigned to Trustee for the benefit of Beneficiary and Lessee agrees that Trustee may take any action on behalf of the Lessee for the benefit of the Beneficiary (with right of entry onto the leased premises) to keep, observe, or perform an such terms, covenants, provisions, or agreements and to enter into the leased premises (after reasonable advance notice to Lessee) and take all such action thereon as may be reasonably necessary therefore, with all rights to use, assign, or sublet the leasehold premises allowed under the terms of the then -current Lease. 4.5. Beneficiary may at any time appoint or discharge the Trustee. 4.6. This Deed of Trust applies to, inures to the benefit of, and binds all parties hereto and their successors and assigns. The terms "Lessee," "Lessor," "Trustee," and "Beneficiary" include their successors and assigns. 5. Acceleration. Except as otherwise provided for in the Contract, if without Beneficiary's prior written consent, all or any part of Lessee's interest in the property is assigned, conveyed, transferred, encumbered, or the leased property is not used as required by the Contract between Beneficiary and Lessee, Beneficiary may, at its option, require immediate payment in full of all sums secured by this Deed of Trust. However, this option shall not be exercised by Beneficiary if exercise is prohibited by federal law as of the date of this Deed of Trust. If Beneficiary exercises this option, Beneficiary shall give Lessee notice of acceleration. The notice shall provide a period of not less than thirty (30) days from the date the notice is delivered or mailed within which Lessee must pay all sums secured by this Deed of Trust. If Lessee fails to pay these sums prior to the expiration of this period, Beneficiary may invoke any remedies permitted by this Deed of Trust without further notice or demand on Lessee. [SIGNATURE AND NOTARY PAGES FOLLOW] N WITNESS HEREOF Boys & Girls Clubs of Snohomish County, has executed this Deed of Trust on the day of Boys & Girls Clubs of Snohomish County, a Washington Nonprofit Corporation By. Printed Name: Title: d FO STATE OF WASHINGTON ) ss. COUNTY OF ) I certify that I know or have satisfactory evidence that is is the person who appeared before me, and said person acknowledged that they -ioned this instrument, on oath stated that they were authorized to execute the instrument and acknowledged it as the C—I-) of Boys & Girls Clubs of Snohomish County, a Washington Nonprofit Corporation, to be the free and voluntary act and deed of such party for the uses and purposes mentioned in the instrument. (Seal or Stamp) "cc h C �O w 1oae�s , Z iwi, 'fjL''` ,ion# �44,. OF WI►`' `0 - NOTARY PUBLIC in and for the state of Washington My Commission Expires: I 12s— CONSENTED TO BY LESSOR: City of Edmonds, a Washington Municipal Corporation STATE OF WASHINGTON ss. COUNTY OF By: Printed Name: Title: C' I certify that I know or have satisfactory evidence that M + I e is the person who appeared before me, and said person acknowledged that they signed this instrument, on oath stated that they were authorized to execute the instrument and acknowledged it as the Mt, , r of City of Edmonds, a Washington Municipal Corporation, to be the free and voluntary act and deed of such arty for the uses and purposes mentioned in the instrument. DATED: 2� (Seal or Stamp) (Signature of Notary) `' �ay J. Villar �M 1 LICe d y 'OZ..V QJ�; '••,;�: '�, (Legibly Print or Stamp Name of Notary) �j••,: G3 Sc NOTARY PUBLIC in and for the state of Washington My Commission Expires: ,,,,g REQUEST FOR FULL RECONVEYANCE TO BE USED ONLY WHEN ALL OBLIGATIONS HAVE BEEN PAID AND ALL DUTIES PERFORMED UNDER THIS DEED OF TRUST. TO: TRUSTEE: The undersigned as the party entitled to the performance, benefits, duties, and payments under Contract 25-96647- 049 between Grantor and Beneficiary, which is secured by this Deed of Trust and other legal documents. The obligations thus secured have been fully paid, duties performed and satisfied, and you are hereby requested and directed, on payment to you of any sums owing to you under the terms of said Deed of Trust, including Contingent Interest, to cancel evidence of indebtedness secured by said Deed of Trust delivered to you with said Deed of Trust, and to reconvey, without warranty, to the parties designated by the terms of said Deed of Trust, all the estate now held by you hereunder. Dated Name Title