Resolution 1450RESOLUTION NO. 1450
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF EDMONDS,
WASHINGTON, AUTHORIZING THE EXECUTION OF AN ASSIGNMENT
OF DEPOSIT ACCOUNT AND AN AMENDMENT TO GROUND LEASE IN
RELATION TO THE CITY'S PROVIDING OF $2,000,000 COLLATERAL IN
SUPPORT OF THE EDMONDS SENIOR CENTER'S BORROWING OF UP TO
$2,000,000 FROM FIRST FINANCIAL NORTHWEST BANK TO COMPLETE
CONSTRUCTION OF THE EDMONDS WATERFRONT CENTER.
WHEREAS, the City of Edmonds is a noncharter optional municipal code city which is, and at
all times shall be, duly organized under Title 35A RCW, validly existing, and in good standing
under and by virtue of the laws and regulations of the State of Washington; and
WHEREAS, pursuant to RCW 35A.11.020, the legislative body of each code city shall have all
powers possible for a city or town to have under the Constitution of this state, and not
specifically denied to code cities by law; and
WHEREAS, pursuant to RCW 35A.11.020, the legislative body of each code city shall have any
authority ever given to any class of municipality or to all municipalities of this state before or
after the enactment of Title 35A RCW; and
WHEREAS, pursuant to RCW 35A.11.050, the general grant of municipal power conferred by
Title 35A RCW on legislative bodies of noncharter code cities is intended to confer the greatest
power of local self-government consistent with the Constitution of this state and shall be
construed liberally in favor of such cities; and
WHEREAS, the City of Edmonds, by and through its legislative body, has the full power and
authority to transact the business and activities in which it presently engages or presently
proposes to engage; and
WHEREAS, the Edmonds city council met on March 3, 2020 and March 10, 2020 to discuss and
deliberate concerning the proposed collateral arrangement of the Edmonds Senior Center's
$2,000,000 loan; and
WHEREAS, the Edmonds city council met on March 3, 2020 and March 10, 2020 to discuss and
deliberate concerning the associated amendments to the ground lease between the City and the
Edmonds Senior Center ("ESC"); and
WHEREAS, a quorum of the Edmonds city council met on March 24, 2020 to consider taking
final action on this resolution to approve the assignment of deposit account and the ground lease
amendments; and
WHEREAS, the loan arrangement with ESC is a benefit to the City and that the City is willing to
grant the $2,000,000 collateral to secure the indebtedness of ESC; and
WHEREAS, the City and ESC have entered into a ground lease that allows ESC to construct a
new building on the City's property; and
WHEREAS, construction of the new building has commenced; and
WHEREAS, the ground lease is being amended to include terms that are intended to make it less
likely that the City's collateral would be called upon by the bank; and
WHEREAS, the ground lease is being amended to clarify other terms that relate to the shared use
of the building and intended use of the building as a place for community gatherings; NOW
THEREFORE,
THE CITY COUNCIL OF THE CITY OF EDMONDS, WASHINGTON, HEREBY
RESOLVES AS FOLLOWS:
Section 1. The Assignment of Deposit Account among the City of Edmonds, First Financial
Northwest Bank, and the Edmonds Senior Center, in the amount of $2,000,000, and dated March
13, 2020, as shown in Exhibit A hereto, is approved as to all of its terms.
Section 2. The Amendment to Ground Lease between the City of Edmonds and the Edmonds
Senior Center, attached hereto as Exhibit B, is approved as to all of its terms.
Section 3. Mike Nelson, having been duly elected to serve as mayor of the City of Edmonds,
is hereby authorized to execute on behalf of the City the documents referenced in Sections 1 and
2, above.
Section 4. Scott James, being the duly appointed finance director of the City of Edmonds, is
hereby authorized to provide the security and to make the $2,000,000 deposit contemplated by
the Assignment of Deposit Account referenced in Section 1, above.
Section 5. Mike Nelson and/or Scott James are hereby authorized to do or perform any other
further acts necessary to or proper in order to carry out the provisions of this Resolution.
Section 6. Any and all acts authorized pursuant to this Resolution and performed prior to the
date of the Resolution are hereby ratified and approved.
2
RESOLVED this 24t" day of March, 2020.
CITY OF EDMONDS
MAYOR, MIKE NELSON
ATTEST:
C LER ,SCOTT SEY
FILED WITH THE CITY CLERK: March 20, 2020
PASSED BY THE CITY COUNCIL: March 24, 2020
RESOLUTION NO. 1450
3
ASSIGNMENT OF DEPOSIT ACCOUNT
Principal
Loan Date
I Maturity
Loan No
Call / Coll
Account
Officer
Initials
$2,000,000.00
03-13-2020
11-01-2027
2704517
1
1 LUMM
References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item.
Any item above containing """' has been omitted due to text length limitations.
Borrower: Edmonds Senior Center
220 Railroad Ave
Edmonds, WA 98020
Grantor: City of Edmonds
121 5th Ave N
Edmonds, WA 98020
Lender: First Financial Northwest Bank
207 Wells Ave S
PO Box 1130
Renton, WA 98057
THIS ASSIGNMENT OF DEPOSIT ACCOUNT dated March 13, 2020, is made and executed among City of Edmonds ("Grantor"); Edmonds Senior
Center ("Borrower"); and First Financial Northwest Bank ("Lender").
ASSIGNMENT. For valuable consideration, Grantor assigns and grants to Lender a security interest in the Collateral, including without limitation
the deposit account(s) described below, to secure the Indebtedness and agrees that Lender shall have the rights stated in this Agreement with
respect to the Collateral, in addition to all other rights which Lender may have by law.
COLLATERAL DESCRIPTION. The word "Collateral" means the following described deposit account(s) ("Account"):
CD Account Number
with Lender with an approximate balance of $2,000
...............
................
................
together with (A) all interest, whether now accrued or hereafter accruing; (B) all additional deposits hereafW' :: riadb to the Account; (C) any
and all proceeds from the Account; and (D) all renewals, replacements and substitutions for any of the for.0..
In addition, the word "Collateral" includes all of Grantor's property (however owned if owned by more?ttai tii a person or entity), in Lender's
...............
possession (or in the possession of a third party subject to Lender's control), whether existing now ctf'ta(rxCat3tihether tangible or intangible in
character, including without limitation each and all of the following:
(A) All property to which Lender acquires title or documents of title.
(B) All property assigned to Lender.
(C) All promissory notes, bills of exchange, stock certificates, bonds, savings passe 91"time certificates of clej is $urance policies,
and all other instruments and evidences of an obligation. .__.__..
(D) All records relating to any of the property described in this Collateral sgp$RA itkiether in ti3e8:_torm of writing, mici ....; microfiche, or
electronic media.
BORROWER'S WAIVERS AND RESPONSIBILITIES. Except as otherwise required<uridthis,:reerent or by applicable law, (A) Borrower
agrees that Lender need not tell Borrower about any action or inaction Lender takeg*e4erfi¢ftirtith this Agreement; (B) Borrower assumes
the responsibility for being and keeping informed about the Collateral; and (C) Borrviei_ixri(3' any defenses that may arise because of any
:....................
action or inaction of Lender, including without limitation any failure of Lender to realizeuae)(?le Collateral or any delay by Lender in realizing
upon the Collateral; and Borrower agrees to remain liable under,.the Note no matter' n Lender takes or fails to take under this
Agreement.
GRANTOR'S REPRESENTATIONS AND
O S N WARRANTIES. Graritir>virareaatsi'1Fa't:>:.;.. A this A reerieris>i xecuted at Borrower's request and not
�::.) 9 q
at the request of Lender; (B) Grantor has the full right, power utlj4f4fy teel?T F::Into this Agri3 ja 1�t'and to pledge the Collateral to Lender;
(C) Grantor has established adequate means of obtaining :Wt. ottifzGtkttiEatg'basis inforfrition about Borrower's financial condition;
and (D) Lender has made no representation to Grantor about Boirtititvor. or Bor"r"n v r:s: rec3atw.& rthiness.
GRANTOR'S WAIVERS. Grantor waives all requirements of preserliri'e
or Grantor, or any other party to the Indebtedness or the Collaterat<F4
Borrower, without first obtaining the consent;:afraitior: (A) grant'a;zy
any modification of payment terms or oths r#rrns vri(D) exchange'e
shall affect Lender's rights against GranT((Jr#fie<:Gilaferal.
RIGHT OF SETOFF. To the extent poe ,AWR`by appficob.0law, Lender
checking, savings, or some other:;:ecct�rit). This inCEides all accounts
open in the future. However, #Iii5 d s not include a l IRA:;o..r.,Keogh
law. Grantor authorizes Lenders t l ei axtent p iitsxd fa" a `<` Mbte:;l.
APB
n all
and a such accounts. .......................................
GRANTOR'S REPRESENTATIONS i
and promises to Lender-_AhaL :....
Ownership, ........
wnership,:aAtCk
and accept tirtrrtlrartixn±r
No't?'ioFA3stgnment. Grantor
No FurtEt C' T'ahsfer. Grantor
provided irttis'.axgreement.
No Defaults." '.i.T.: <: re no
and promptly dt%.:..- in
Collateral.
Proceeds. Any and'
received by Grantor shall:'.
of the Collateral.
: tefriai d b'd: notice of dishonor or non-payment to Borrower
..,...;
>do any oft e following with respect to any obligation of any
i of time for any payment, (B) grant any renewal, (C) permit
any Collateral or other security. No such act or failure to act
s a right of setoff in all Grantor's accounts with Lender (whether
holds jointly with someone else and all accounts Grantor may
s, or any trust accounts for which setoff would be prohibited by
charge or setoff all sums owing on the Indebtedness against any
WITH RESPECT TO THE COLLATERAL. With respect to the Collateral, Grantor represents
free and clear of all loans, liens, encumbrances, and claims except as disclosed to
ht, power, and authority to enter into this Agreement and to assign the Collateral to
granted a security interest in the Collateral to any other creditor.
sell, assign, encumber, or otherwise dispose of any of Grantor's rights in the Collateral except as
slating to the Collateral, and there are no offsets or counterclaims to the same. Grantor will strictly
of Grantor under the terms, conditions, promises, and agreements contained in or relating to the
tcement or renewal certificates, instruments, or other benefits or proceeds related to the Collateral that are
held by Grantor in trust for Lender and immediately shall be delivered by Grantor to Lender to be held as part
Validity; Binding Effect. This Agreement is binding upon Grantor and Grantor's successors and assigns and is legally enforceable in
accordance with its terms.
Financing Statements. Grantor authorizes Lender to file a UCC financing statement, or alternatively, a copy of this Agreement to perfect
Lender's security interest. At Lender's request, Grantor additionally agrees to sign all other documents that are necessary to perfect,
protect, and continue Lender's security interest in the Property. Grantor will pay all filing fees, title transfer fees, and other fees and costs
involved unless prohibited by law or unless Lender is required by law to pay such fees and costs_ Grantor irrevocably appoints Lender to
execute documents necessary to transfer title if there is a default. Lender may file a copy of this Agreement as a financing statement.
LENDER'S RIGHTS AND OBLIGATIONS WITH RESPECT TO THE COLLATERAL. While this Agreement is in effect, Lender may retain the rights
to possession of the Collateral, together with any and all evidence of the Collateral, such as certificates or passbooks. This Agreement will
remain in effect until (a) there no longer is any Indebtedness owing to Lender; (b) all other obligations secured by this Agreement have been
fulfilled; and (c) Grantor, in writing, has requested from Lender a release of this Agreement.
LENDER'S EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender's interest in the Collateral or if
Grantor fails to comply with any provision of this Agreement or any Related Documents, including but not limited to Grantor's failure to
discharge or pay when due any amounts Grantor is required to discharge or pay under this Agreement or any Related Documents, Lender on
Grantor's behalf may (but shall not be obligated to) take any action that Lender deems appropriate, including but not limited to discharging or
paying all taxes, liens, security interests, encumbrances and other claims, at any time levied or placed on the Collateral and paying all costs for
insuring, maintaining and preserving the Collateral. All such expenditures incurred or paid by Lender for such purposes will then bear interest at
the rate charged under the Note from the date incurred or paid by Lender to the date of repayment by Grantor. All such expenses will become a
part of the Indebtedness and, at Lender's option, will (A) be payable on demand; (B) be added to the balance of the Note and be apportioned
among and be payable with any installment payments to become due during either (1) the term of any applicable insurance policy; or (2) the
remaining term of the Note; or (C) be treated as a balloon payment which will be due and payable at the Note's maturity. The Agreement also
will secure payment of these amounts. Such right shall be in addition to all other rights and remedies to which Lender may be entitled upon the
ASSIGNMENT OF DEPOSIT ACCOUNT
Loan No: 270451 (Continued)
Page 2
occurrence of any Event of Default.
LIMITATIONS ON OBLIGATIONS OF LENDER. Lender shall use ordinary reasonable care in the physical preservation and custody of any
certificate or passbook for the Collateral but shall have no other obligation to protect the Collateral or its value. In particular, but without
limitation, Lender shall have no responsibility (A) for the collection or protection of any income on the Collateral; (B) for the preservation of
rights against issuers of the Collateral or against third persons; (C) for ascertaining any maturities, conversions, exchanges, offers, tenders, or
similar matters relating to the Collateral; nor (D) for informing the Grantor about any of the above, whether or not Lender has or is deemed to
have knowledge of such matters.
DEFAULT. Each of the following shall constitute an Event of Default under this Agreement:
Payment Default. Borrower fails to make any payment when due under the Indebtedness.
Other Defaults. Borrower or Grantor fails to comply with or to perform any other term, obligation, covenant or condition contained in this
Agreement or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any
other agreement between Lender and Borrower or Grantor.
Default in Favor of Third Parties. Borrower or Grantor defaults under any loan, extension of credit, security agreement, purchase or sales
agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower's or Grantor's
property or ability to perform their respective obligations under this Agreement or any of the Related Documents.
False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or Grantor or on Borrower's or
Grantor's behalf under this Agreement or the Related Documents is false or misleading in any material respect, either now or at the time
made or furnished or becomes false or misleading at any time thereafter.
Defective Collateralization. This Agreement or any of the Related Documents ceases to be in full force and..,% fect (including failure of any
collateral document to create a valid and perfected security interest or lien) at any time and for any reason::::;::;::::;:':::':::..
................
................
................
................
................
Insolvency. The dissolution or termination of Borrower's or Grantor's existence as a going business, ths: #Cii...... cy of Borrower or Grantor,
the appointment of a receiver for any part of Borrower's or Grantor's property, any assignment for:'ff.�fi;vriefit of creditors, any type of
creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency IaWS<'ty tJi?':gainst Borrower or Grantor.
Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedingsr ........h# .;FSi*icial proceeding, self-help,
repossession or any other method, by any creditor of Borrower or Grantor or by any governpp]ptaf: ageiaast any collateral securing
the Indebtedness. This includes a garnishment of any of Borrower's or Grantor's accour .'►ncluding >ttfip 5 :@ccounts, with Lender.
However, this Event of Default shall not apply if there is a good faith dispute by Borrowd—i.or 6 for as to tF al0b...or reasonableness of
the claim which is the basis of the creditor or forfeiture proceeding and if Borrower or raiZE 3r gives Lender wrift n.li aEi�e of the creditor or
forfeiture proceeding and deposits with Lender monies or a surety bond for the cr .KpF.. ir-forfeiture proceeding;.' f-*-'.1:�) Y...Qunt determined
by Lender, in its sole discretion, as being an adequate reserve or bond for the dispu#e`'
Events Affecting Guarantor. Any of the preceding events occurs with respect#....as y guarantgrx dorser, surety, or acr if iodation party
of any of the Indebtedness or guarantor, endorser, surety, or accommodation pa r'dies or bgiq sij incompetent or revokes or disputes the
validity of, or liability under, any Guaranty of the Indebtedness.
Adverse Change. A material adverse change occurs in Borrower's or
payment or performance of the Indebtedness is impaired.
Insecurity. Lender in good faith believes itself insecure
Cure Provisions. If any default, other than a default in I
same provision of this Agreement within the preceding t\n
Borrower demanding cure of such default: (1) cures the
days, immediately initiates steps which Lender deems
continues and completes all reasonable and necessary ste
RIGHTS AND REMEDIES ON DEFAULT. Upon the occurrence
more of the following rights and remedies, in addition to any ri
Accelerate Indebtedness. Lender may die 9
kind to Borrower or Grantor.
Application of Account Proceeds..::) ni<
subject to an early withdrawal .pqi.' #hat I
the Account is with Lender;::dF<4jiie other
Indebtedness will be paid;:..Ffiwer or G
permitted by law, to pay afo i� fl pcy afte:e,
rights of a secured party urM.....• . 1�.1..as116
.................:.:.::.....
concerning security interests, a rulf#fd''jzarli
nonetheless be a part of this Agrer ...
curable and if GraifW
-n-ths, it may be c660
)rz:FEty (30) days; of
Wthition to be
of
or Lender believes the prospect of
been given a notice of a breach of the
.ntor, after Lender sends written notice to
f'the cure requires more than thirty (30)
sii€Fcient to cure the default and thereafter
asboon as reasonably practical.
thereafter, Lender may exercise any one or
at law, in equity, or otherwise:
Lender immediately due and payable, without notice of any
ily all furidn;fkie Account and apply them to the Indebtedness. If the Account is
be deductedfrian the Account before its application to the Indebtedness, whether
Any exces<'luttls remaining after application of the Account proceeds to the
interests (if ;E3o7rower or Grantor may appear. Borrower agrees, to the extent
7f't)?e.... G, eds of the Account to the Indebtedness. Lender also shall have all the
1 . . . s M.... siCial Code, even if the Account is not otherwise subject to such Code
....................
ieinjtagree that the provisions of the Code giving rights to a secured party shall
Transfer Title;.aftf:ffect tratfS€F fji,Xle upon sale of all or part of the Collateral. For this purpose, Grantor irrevocably appoints
Lender as.:Fi4tLit`?8.f3i?;tfi
fact t................
eXsCE:endorsementsassignments and instruments in the name of Grantor and each of them if
more that e)<w sFiaff= iix< gq%Wry or real'-ialiEe ::..
Other>'��"j;ifs�� and R m
:,:.,„tg.,..;. a edges . l iiiar shall havia ar3d may exercise any or all of the rights and remedies of a secured creditor under the
prI1Q[ES>bf the Washington Ll#tja7ii:Commerc51`Code, at law, in equity, or otherwise.
Def'icj if J .Ogment. If permitfi .:FS : pplicable law, Lender may obtain a judgment for any deficiency remaining in the Indebtedness due
to LendeY.xaierpplication of all aizjnts received from the exercise of the rights provided in this section.
Election ofteiiedies. Exceptbe prohibited by applicable law, all of Lender's rights and remedies, whether evidenced by this
Agreement dfy. t ether w-0:11" all be cumulative and may be exercised singularly or concurrently. Election by Lender to pursue any
remedy shall notEiil,._s�ui.)f any other remedy, and an election to make expenditures or to take action to perform an obligation of
Grantor under this; mom:.! after Grantor's failure to perform, shall not affect Lender's right to declare a default and exercise its
remedies.
Cumulative Remedies. "'-`,- I] of Lender's rights and remedies, whether evidenced by this Agreement or by any other writing, shall be
cumulative and may be exercised singularly or concurrently. Election by Lender to pursue any remedy shall not exclude pursuit of any other
remedy, and an election to make expenditures or to take action to perform an obligation of Grantor under this Agreement, after Grantor's
failure to perform, shall not affect Lender's right to declare a default and to exercise its remedies.
NOTICE OF ORAL AGREEMENTS. ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT, OR TO FORBEAR
FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW.
COUNTERPARTS; FAXED SIGNATURES. This document may be executed in any number of counterparts and by different parties to this
document on separate counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute
one and the same agreement. Any signature delivered by a party by facsimile transmission shall be deemed to be an original signature hereto.
MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Agreement:
Amendments. This Agreement, together with any Related Documents, constitutes the entire understanding and agreement of the parties
as to the matters set forth in this Agreement. No alteration of or amendment to this Agreement shall be effective unless given in writing
and signed by the party or parties sought to be charged or bound by the alteration or amendment.
Attorneys' Fees; Expenses. Grantor agrees to pay upon demand all of Lender's costs and expenses, including Lender's attorneys' fees and
Lender's legal expenses, incurred in connection with the enforcement of this Agreement. Lender may hire or pay someone else to help
enforce this Agreement, and Grantor shall pay the costs and expenses of such enforcement. Costs and expenses include Lender's
attorneys' fees and legal expenses whether or not there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy
proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post -judgment collection
services. Grantor also shall pay all court costs and such additional fees as may be directed by the court.
Caption Headings. Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the
provisions of this Agreement.
Governing Law. This Agreement will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the
laws of the State of Washington without regard to its conflicts of law provisions. This Agreement has been accepted by Lender in the
ASSIGNMENT OF DEPOSIT ACCOUNT
Loan No: 270451 (Continued)
Page 3
State of Washington.
Choice of Venue. If there is a lawsuit, Grantor agrees upon Lender's request to submit to the jurisdiction of the courts of King County,
State of Washington.
Joint and Several Liability. All obligations of Borrower and Grantor under this Agreement shall be joint and several, and all references to
Grantor shall mean each and every Grantor, and, all references to Borrower shall mean each and every Borrower. This means that each
Borrower and Grantor signing below is responsible for all obligations in this Agreement. Where any one or more of the parties is a
corporation, partnership, limited liability company or similar entity, it is not necessary for Lender to inquire into the powers of any of the
officers, directors, partners, members, or other agents acting or purporting to act on the entity's behalf, and any obligations made or
created in reliance upon the professed exercise of such powers shall be guaranteed under this Agreement.
Preference Payments. Any monies Lender pays because of an asserted preference claim in Borrower's or Grantor's bankruptcy will become
a part of the Indebtedness and, at Lender's option, shall be payable by Borrower and Grantor as provided in this Agreement.
No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Agreement unless such waiver is given in writing
and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any
other right. A waiver by Lender of a provision of this Agreement shall not prejudice or constitute a waiver of Lender's right otherwise to
demand strict compliance with that provision or any other provision of this Agreement. No prior waiver by Lender, nor any course of
dealing between Lender and Grantor, shall constitute a waiver of any of Lender's rights or of any of Grantor's obligations as to any future
transactions. Whenever the consent of Lender is required under this Agreement, the granting of such consent by Lender in any instance
shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be
granted or withheld in the sole discretion of Lender.
Notices. Subject to applicable law, and except for notice required or allowed by law to be given in another Mianner, any notice required to
be given under this Agreement shall be given in writing, and shall be effective when actually deliveristivhen actually received by
telefacsimile (unless otherwise required by law), when deposited with a nationally recognized over�g t ; boner, or, if mailed, when
deposited in the United States mail, as first class, certified or registered mail postage prepaid, direct�dE3:tf addresses shown near the
beginning of this Agreement. Any party may change its address for notices under this Agreemergj:. iii3`rig formal written notice to the
other parties, specifying that the purpose of the notice is to change the party's address. For.;ripti p ,.poses, Grantor agrees to keep
Lender informed at all times of Grantor's current address. Subject to applicable law, and exceptl'slttztlrsred or allowed by law to be
given in another manner, if there is more than one Grantor, any notice given by Lender to ar y Titor� `div?�iited to be notice given to all
Grantors.
Power of Attorney. Grantor hereby appoints Lender as its true and lawful attorney-in-f. G : ktrevocably, with fiif(:_t�4? r Qf substitution to do
the following: (1) to demand, collect, receive, receipt for, sue and recover all :st i 3S f= money or other pr"' E` t' 3iithich may now or
hereafter become due, owing or payable from the Collateral; (2) to execute, sigi i it fidorse any and all clairri�gii gi# buments, receipts,
checks, drafts or warrants issued in payment for the Collateral; (3) to settle o..[ g i 1 [tiinise any and all claims ansin €t tdt (. the Collateral,
and in the place and stead of Grantor, to execute and deliver its release and sef(iitient for the claim; and (4) to file ariy:zlaim or claims or
to take any action or institute or take part in any proceedings, either in its fsW i Ame or in the a3e;of Grantor, or otherwise, which in the
discretion of Lender may seem to be necessary or advisable. This power 'f§: efitri3o.iii7S.. securtl l I& Indebtedness, and the authority hereby
conferred is and shall be irrevocable and shall remain in full force and effecf uritilrieaIncddE_lrehder.
Waiver of Co-Obligor's Rights. If more than one person is obligated for the �lr r t (im Grantor irrevocably waives, disclaims and
relinquishes all claims against such other person which Grantor has or would otliiiilpave by virtue of payment of the Indebtedness or
any part thereof, specifically including but not limited to all rights of indemnity, contr#ivror:xoneration.
Severability. If a court of competent jurisdiction finds arkx :pix.v ion. of this Agreemei ' o: txe Illegal, invalid, or unenforceable as to an
circumstance, that findingshall not make the offending - y g prgvi iJJega3 tnv lid, or unenfor i Qa 's : to any other circumstance. If feasible,
the offending provision shall be considered modified so thetiicii3jelralid and enforC6lL>' If the offending provision cannot be so
modified, it shall be considered deleted from this AgreemeE3tiii l less o i aims reca jred by Ia%i TMe illegality, invalidity, or unenforceability
of any provision of this Agreement shall not affect the legaR[ .. !jdity or en of f: ny other provision of this Agreement.
Successors and Assigns. Subject to any limitations stated':II
binding upon and inure to the benefit of the parties, their s
person other than Grantor, Lender, withadl h-6tice::to Grantor, 1
Indebtedness by way of forbearance.::iarazfa>tsFfi:without rel
Indebtedness.
Survival of Representations and': Mi ties. Ali:i'irpresentati
survive the execution and deli�F31�t:t5hhis AgreeCfigiai shall be
::.. .. .. ....:...
as Borrower's Indebtednesssf? ':he paid in fuii3 ii : ,,::...,,,..
r4fti~>&r'of Grantors interest, this Agreement shall be
9.signs. If=iiwnership of the Collateral becomes vested in a
rantor's successors with reference to this Agreement and the
from the obligations of this Agreement or liability under the
!s, and agreements made by Grantor in this Agreement shall
nature, and shall remain in full force and effect until such time
Time is of the Essence. Tirrr�is dMe esseh i; ti?e'::gert( -M -1.e ':t;f::fhis Agreement.
Waive Jury. All parties to this
ry p �me..... �reby waive the.:ngEt#:to any jury trial in any action, proceeding, or counterclaim brought by any
party against any other party.
DEFINITIONS. Th :t#€€ Y 3 pjtalized utt j i jt..:Jerms shall have the followingmeanings when used in this Agreement. Unless specifically 9 9 P Y
stated to the co; r s:BEE: kt&3 E ;;to doll"""`-"-'-- ii3rits..shall mean amounts in lawful money of the United States of America. Words and terms
used in the singular siT ll iricfitifie'ilaj ;plural, and f13 plufal shall include the singular, as the context may require. Words and terms not otherwise
defined in.X#3tt j ement shall' &Y8:'t( rneanin6i%WbiiEed to such terms in the Uniform Commercial Code:
Acji The word "Account"atEt 41&-the deposfYaccount(s) described in the "Collateral Description" section.
Agrr'The word "Agreemef:`ieans this Assignment of Deposit Account, as this Assignment of Deposit Account may be amended
or mod€ie�.;time to time, tod'a with all exhibits and schedules attached to this Assignment of Deposit Account from time to time.
Borrower...`ll i""`:`:`rd "Borrower::.:frreans Edmonds Senior Center and includes all co-signers and co -makers signing the Note and all their
successors a7itlS511S.
Collateral. The,::" ff1 Bans all of Grantor's right, title and interest in and to all the Collateral as described in the Collateral
Description sectiori`'@.fEMQWement.
---------------
Event of Default. The`vii�O'd' "Event of Default" mean any of the events of default set forth in this Agreement in the default section of this
Agreement.
Grantor. The word "Grantor" means City of Edmonds.
Guaranty. The word "Guaranty" means the guaranty from guarantor, endorser, surety, or accommodation party to Lender, including
without limitation a guaranty of all or part of the Note.
Indebtedness. The word "Indebtedness" means the indebtedness evidenced by the Note or Related Documents, including all principal and
interest together with all other indebtedness and costs and expenses for which Borrower is responsible under this Agreement or under any
of the Related Documents.
Lender. The word "Lender" means First Financial Northwest Bank, its successors and assigns.
Note. The word "Note" means the Note dated March 13, 2020 and executed by Edmonds Senior Center in the principal amount of
$2,000,000.00, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the
note or credit agreement.
Property. The word "Property" means all of Grantor's right, title and interest in and to all the Property as described in the "Collateral
Description" section of this Agreement.
Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental
agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments,
agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness.
ASSIGNMENT OF DEPOSIT ACCOUNT
Loan No: 270451 (Continued) Page 4
BORROWER AND GRANTOR HAVE READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS ASSIGNMENT OF DEPOSIT ACCOUNT AND
AGREE TO ITS TERMS. THIS AGREEMENT IS DATED MARCH 13, 2020.
GRANTOR:
CITY OF EDMONDS
By:
Authorized Signer for City of Edmonds
BORROWER:
EDMONDS SENIOR CENTER
By:
Authorized Signer for Edmonds Senior Center
L,wrPro, V- 19.3.0.038 Cop, Fin-tm USA Corporation 1997, 2020. All Rights R--d. - WA OCFt9.PUE90.FC TR-3716
AMENDMENT TO GROUND LEASE
THIS AJ� ND ENT TO GROUND LEASE (this "Amendment"), effective the
��}'day of I n , 2020 ("Effective Date") is between THE CITY OF
EDMONDS, a municipal corporation of the State of Washington (the "City") and THE
EDMONDS SENIOR CENTER, a nonprofit corporation under the laws of the State of
Washington (the "Senior Center").
WHEREAS, the City and the Senior Center entered into a Ground Lease dated April 15,
2019 (the "2019 Lease"), the Term of which is scheduled to expire on April 14, 2059
unless extended by the fifteen -year option to extend in the 2019 Lease; and
WHEREAS, the 2oi9 Lease was recorded in Snohomish County's real property records
under auditor's file number 201911130021; and
WHEREAS, subsequent to the execution and recording of the 2019 Lease, the Senior
Center determined that it would need to obtain a bank loan to complete the construction
of the Edmonds Waterfront Center on the property subject to the 2019 Lease; and
WHEREAS, the Senior Center's new bank loan is expected to take the form of a Line of
Credit / Term Loan in the amount of Two Million Dollars ($2,000,000) (the "Line of
Credit / Term Loan") due to the fact that the Senior Center's fundraising is ongoing,
making it unclear exactly how much money the Senior Center will need to borrow; and
WHEREAS, the Line of Credit / Term Loan will have a Maturity Date of November i,
2027, by which date, the Senior Center shall be required to fully repay any outstanding
balance on the Line of Credit / Term Loan, including all interest and any other amounts
owing to the bank under the terms of the Promissory Note between the bank and the
Senior Center; and
WHEREAS, the Senior Center has asked the City to guarantee the Line of Credit / Term
Loan; and
WHEREAS, the nature of the City's guarantee would be such that the City would be
required to keep $2,000,000 on deposit with the bank while the Senior Center's Line of
Credit / Term Loan is outstanding; and
WHEREAS, under the contemplated lending agreements, if the Senior Center fails to
make timely payments during the term of its Line of Credit / Term Loan or fails to
completely repay any amounts owing under the Line of Credit / Term Loan by the
Maturity Date, the bank would be entitled to deduct from the City's funds on deposit any
amount that the Senior Center fails to pay the bank, including, but not limited to, any
balance still owing the bank as of the Maturity Date; and
WHEREAS, any amount so deducted from the City's funds on deposit, whether during
the term of the Line of Credit / Term Loan or at the Maturity Date, shall be referred to
herein as a Guarantee Payment;
WHEREAS, the City, while willing to assist the Senior Center, does not intend to make a
permanent loan or gift to the Senior Center in the form of the Guarantee Payment(s)
referenced above, and wants to ensure that the Senior Center's leaders and donors are
sufficiently motivated to facilitate the successful completion of the Senior Center's
capital campaign so that no such payment is necessary; and
WHEREAS, the City intends the terms of this Amendment to provide that motivation;
NOW THEREFORE,
The parties, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and intending to be legally bound by the terms and conditions of
this Amendment, agree as follows:
1. Amendment of Ground Lease. The City and Senior Center hereby amend the
following provisions of the 2019 Lease (new text is shown in double underline,
deleted text is shown in ):
a. SECTION 2, entitled "TERM," shall be amended to read as follows:
2.1 Initial Term. The term of this Lease ("Lease Term") shall
extend for a period of Forty (40) years commencing on April 15,
2019, and terminating on April 14, 2059, subject to the right of the
Senior Center to extend the Lease Term as provided in 2.2
belo vherein, and subiect to the provisions of 2.3 below, which
shorten the Lease Term proportionally to the extent of anv
Guarantee Payments made by the City.
2.2 Extension of Lease Term. The Lease Term may be extended
by the Senior Center for an additional period of Fifteen (15) years.
2.2.1 Conditions of Extension. In order for the Senior
Center to extend the Lease Term, it shall (i) it shall not be in
material default at the time of providing Notice of its Lease
Extension and thereafter; (ii) it shall provide written Notice
of its Lease Extension at least one hundred eighty (180) days
prior to the Termination of the Lease TermLan (iiil the Lin
of Credit / Term Loan shall have been fullv paid off by the
Line of Credit Term Loan Maturity Date of November 1.
2027 without any Guarantee Payment needing to have been
made by the Citv at anv time durine the term of the Line of
redit / Term Loan.
2.2.2 Process for Extension. No sooner than three hundred
sixty-five (365) days and no later than one hundred eighty
(180) days prior to the expiration of the Lease Term, Senior
Center shall provide written notice of its intention to exercise
the Extension Term. The City and Senior Center shall meet
no later than one hundred twenty (120) days prior to the
expiration of the Lease Term to confirm the Extension Term,
discuss any matters pertaining thereto and sign a Lease
Addendum incorporating the Extension Term and any
mutually acceptable matters pertaining to the Extension
Term.
2.3
Shortening of Lease
Term. For every
One
Hundred
Thousand
Dollars ($100.0001
of Guarantee
Payment
made by the
City:
the Lease Term shall
be shortened
by one
year.
Any fraction of
a One
Hundred Thousand
Dollar Guarantee
Payment
shall result in
an additional
one year
shortening
of the
Lease
Term, including any
Guarantee Payment made
resulting from
the
Senior Center's failure
to make
a timely payment
during the term
of
the
Line of Credit /
Term Loan. If multiple
Guarantee
Payments
of less
than One
Hundred
Thousand Dollars
are made during
the
term of the Line of
Credit
/ Term Loan, the
sum
of the Guarantee
Payments
shall be
tallied
for the purpose
of determining
the extent
of the shortened
Lease Term.
2.3.1 Example # 1: if the City's Guarantee Payment equals
exactly One Million Two Hundred Thousand Dollars
$1.200.0001, on the Maturity Date, and no Guarantee
Payments are made before the Maturity Date, then the Lease
Term shall be shortened by twelve Years.
2.3.2 Example #2: if the City's Guarantee Payment equals
exactly One Million Two Hundred Thousand and One
Dollars ($1.200.001), on the Maturity Date, and no
Guarantee Payments are made before the Maturity Date.
then the Lease Term shall be shortened by thirteen e
2.3.3 Example #3: if the City's Guarantee Payment equals
exactly One Million Two Hundred Thousand Dollars
($1.200.000), on the Maturity Date, and the City also had to
make three Ten Thousand Dollar payments during the term
of the Line of Credit / Term Loan, then the Lease Term shall
be shorted by thirteen years (twelve years for the Guarantee
Payment made at the Maturity Date and one year for Thirty
Thousand Dollars paid durine the term of the Line of Credit
/ Term Loanl.
2.3.4 Example #a: if the City's Guarantee Payment equals
exactly One Million Two Hundred Thousand Dollars
($1.200.000), on the Maturity Date, and the City also had to
make eleven Ten Thousand Dollar payments during the term
of the Line of Credit / Term Loan, then the Lease Term shall
be shorted by fourteen years (twelve years for the Guarantee
Payment made at the Maturity Date and two years for One
Hundred Ten Thousand Dollars paid during the term of the
Line of Credit / Term Loan),
2.3.5 Example
#5:
if the Citv's
Guarantee Payment equals
exactly One
Million
Two Hundred
Thousand and One
Dollars ($1.200.001),
on the
Maturity Date, and the
OW also
had to make
three
Ten Thousand
Dollar payments during
the
term of the Line of
Credit /
Term Loan. then the Lease
Term
shall be shorted
by
thirteen
years (in this case the three
Ten
Thousand
Dollar
payments
shall be combined in the same
fraction of
$100.00o
as the
One Dollar over the
E, II I18-1
2.4
Regardless of the amount
or number
of the Guarantee
Payments
made, the provisions of subsection
2.3, above.
shall not
operate
to shorten the Lease
Term to such
an extent as to
rp event
the
Senior Center from satisfying
its duty to
the State of
Washington
Department
of Commerce under
its Leasehold
Promissory
Note and Leasehold
Deed of Trust,
which require
the
Senior
Center to use its $a.000.000
state grant
award as
required
by
the grant contract for
a period of ten (10)
years.
b. SECTION 1.2, entitled "Use of the Property," shall be amended to read as
follows:
1.2.1 Allowed Uses of the Propea by the Senior Center. Except as
otherwise provided herein, the Senior Center shall use the Property
for the purpose of constructing, maintaining, and operating a
non-profit community resource center to be known as the
"Edmonds Waterfront Center" serving the needs of the local
population, in particular, poor, infirm and otherwise vulnerable
seniors and other members of the community.
1.2.1.1 Notwithstanding the foregoing, the Senior Center may
from time to time utilize portions of the Property for
revenue -generating activities including, but not limited to,
rentals, catered events and the operation of a +hfift ,.tope
eafecoffee kiosk, provided that all revenues generated
therefrom shall be utilized by the Senior Center exclusively
for the purposes set forth in Section 1.2.1, above. For the
purpose of generating such revenue. the Senior Center shall
be authorized to enter into an agreement with a caterer
which would give the caterer exclusive rights to o erp ate a
coffee kiosk. z lunch cafe for low-income seniors (which
would also be open to the public), and a catered event space
at the Edmonds Waterfront Center in exchange for a
commercially reasonable payment from the caterer to the
Senior Center, SUBJECT TO THE FOLLOWING
PROVISIONS:
1.2.1.1.a. the City shall be given the opportunity to
Provide input on the catering agreement before the
terms are finalized:
1.2.1.1.b. the term of the catering agreement shall
be limited to five years, and any extension thereof
beyond the initial five-year term shall be subject to the
approval of the City, which approval shall not be
unreasonably withheld:
1.2.1.1.c. regardless of the day, time, or number of
attendees, the caterer's exclusivity rights on the
second floor of the Edmonds Waterfront Center shall
be limited to precluding on -site catering served by
another professional caterer:
1.2.1.1.d. regardless of the day, time, or number of
attendees the caterer's exclusivity rights on the second
floor of the Edmonds Waterfront Center shall not
preclude the following: individual meals (e.g.. "sack
lunches") that are brought by attendees of classes and
events; food events: boxed meals that are
delivered to the site: and other professionally
spared food that is delivered to the second floor of
the Edmonds Waterfront Center, as long as the food is
not served by the vendor or anv other food service
professional: similarly, alcoholic beverages maybe
consumed on the second floor outside of the caterer's
exclusivity rights. PROVIDED THAT guidelines for
alcohol consumption on the second floor will be
mutually agreed upon subiect to reauirements of the
Washington State Liquor & Cannabis Board:
1.2.1.1.e. for the purposes of subsections 1.2.1.1.c.
and 1.2.1.1.d., above, the phrase "served by" shall
include any kind of professionally staffed food service,
including, but not limited to, table service fora sjt-
own meal, staffed service of or refilling of a buffet.
staffed beverage op uring. etc.
1.2.1.1.f. except as described in subsection
1.2.1.1.g. and 1.2.1.1.h., below, the catering agreement
for the first floor of the Edmonds Waterfront Center
shall allow the caterer to be the oat
provider of food
or beverage that is consumed on the first floor, and
may specifically preclude provision of food on the first
floor as would be allowed on the second floor under
subsection 1.2.1.1.d.
1.2.1.1.g. notwithstanding subsection 1.2.1.1.f.
above, the catering agreement shall not require the
purchase of food or beverage from the on -site caterer
where a first -floor event during City Hours is of a tyke
that food and beverage are not needed.
1.2.1.1.h. notwithstanding subsection 1.2.1.11
above, the catering agreement shall: 11 allow cu cp akes
and juice ice purchased from a source other than the
caterer to be served on the first floor during the
Daddy Daughter Dance or other event allowed
pursuant to subsection 1.2.2.1.c.. below: 2) allow the
consumption of coffee and cookies from off -site
vendors and 3) reouire the caterer to spare and
serve a pancake breakfast for all the Ci W 's employees
during the Citv's Annual Holiday Breakfast referenced
in subsection 1.2.2.1.d, below.
1.2.2 Allowed Uses of the PropeM by the City. The City of
Edmonds shall be given access to and use of the Building so it may
offer recreational and other programs to the public. Except for the
first -floor kitchen and coffee kiosareas, the
City will be allowed first -priority use of the Building Monday
through Thursday, 4:oopm — elese 10:0o p.m. (hereinafter the
"City Hours"l. The Senior Center shall have first -priority use of the
Building at all other times (hereinafter the "Senior Center Hours"l.
except as provided in subsection 1.2.2.1. The City and Senior Center
agree to meet on a regular on -going basis (at least quarterly) to
review their respective program schedules and determine whether
there is any unprogrammed (surplus) time after accounting for each
party's program needs during that party's first -priority time
periods. At these meetings each party shall offer its remaining
unprogrammed first -priority time slots to the other party for use by
the other party or by rental to a third -party, PROVIDED THAT all
rental revenue shall accrue to the Senior Center. Senior Center
acknowledges that the grounds surrounding the Property are a
public park and shall remain open to the public subject to the City's
reasonable regulations related to uses, hours, etc.
1.2.2.1 Exceptions to the Senior Center's first -priority use of
the Building. The following are exceptions to the Senior
Center's first -priority use rights described in subsection
1.2.2, above.
1.2.2.1.a. Office Storage Space. Senior Center shall
construct a lockable space within the Building; which
is suitable for the City's office and/or storage uses.
Senior Center shall finish that space to the same
degree as other similar spaces within the Building.
1.2.2.1.b. Summer Time And Other Weekdays When
Edmonds School District Is Not In Session. The City
shall have first -priority use of one mutually a rg eed
upon space for programming on weekdays when the
Edmonds School District is not scheduled to be in
session. includine weekdav holidays. school breaks.
nd summer vacations.
1.2.2.1.c. The Senior Center shall make the banquet
space available to the Citvfor one Saturday evening
each February, to allow for the scheduling of one Citv
special event, such as the Daddy Daughter Dance.
1.2.2.1.d. The Senior Center shall make the banquet
space available to the Citvfor one weekday morning
each December, to host one City special event, such as
the City's Annual Holiday Breakfast.
1.2.3 The City is not responsible for repair and/or maintenance of
the Building; provided, however, as part of the City's allowed use of
the Building, the City may be charged for mutually agreed upon
costs directly associated with its use of the Building (i.e. utilities,
site monitor, cleaning, etc.). PROVIDED THAT the City shall not be
subiect to any rental charges for its use of the Buildingat t any time.
In allocating such operating costs between the parties, the parties
hall estimate: 11 the number of sauare feet of the Building that are
used pursuant to a Citprogram and duration of that use, including
any square footage that goes unused during City Hours; 2) the
number of square feet of the Building that are used pursuant to a
Senior Center program and duration of that use; and 3) the number
of square feet of the Building that are used pursuant to a revenue -
generating event or activity and duration of that use. The City shall
only be responsible to nay the o ep rating costs that are estimated to
be associated with the first of these three categories.
2. City Board Seat. For as long as the Line of Credit / Term Loan is outstanding, the
City shall be entitled to appoint a City representative to sit as a voting member of
the Senior Center's board and executive committee.
IN WITNESS HEREOF, the parties have subscribed their names hereto effective as
of the day, month and year first written above.
LESSEE:
EDMONDS SENIOR CENTER
By:
Its:
APPROVED AS TO FORM:
By: Jeff Taraday
City Attorney
LESSOR:
THE CITY OF EDMONDS
i
By: Milce Nelson
As its Mayor
APPROVED BY CITY COUNCIL ON:
ATTEST:
Ci y Jerk
STATE OF WASHINGTON
) ss.
COUNTY OF SNOHOMISH
I certify that I have evidence that Mike Nelson is the person who appeared before me, and
said person acknowledged that he signed this instrument, on oath stated that he was authorized to
executed the instrument and acknowledged it as the Mayor of the City of Edmonds, to be the free
and voluntary act of such party for the uses and purposes mentioned in the instrument.
DATED: Z o
�OLASA'
i S zoii� � i
i A
i
G S
f�F1WASN\'�
STATE OF WASHINGTON
) ss.
COUNTY OF SNOHOMISH
PRINTED NAME: 0 MO L- t f7kie-
NOTARY PUBLIC
In and for the State of Washington
My commission expires: -1 2�
I certify that I have evidence tha)7>A6 iEG-J6tf/t/sd4/the person who appeared before
me, and said person acknowledged that he signed this instrumelit, on oath stated that hewaa
authorized to executed the instrument and acknowledged it as the 2 orhe+-dmo—nds 9 mor'�
Center, to be the free and voluntary act of such party for the uses and purposes mentioned in the
instrument.
DATED:�,Q�L
ti"AVti S ,sp;yti►rr,�i
O
/ -A �. °L \
/,// 0
1 WASO
PRINTED NAME: 6.4
NOTARY PUBLIC
In and for the State of Washington
My commission expires: 6o U