2020-03-10 City Council - Full Agenda-2567o Agenda
Edmonds City Council
InC i8y0 COUNCIL CHAMBERS
250 5TH AVE NORTH, EDMONDS, WA 98020
MARCH 10, 2020, 6:00 PM
CALL TO ORDER/ROLL CALL
ACTION ITEM
1. Senior Center Loan Request (60 min)
ADJOURN
Edmonds City Council Agenda
March 10, 2020
Page 1
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City Council Agenda Item
Meeting Date: 03/10/2020
Senior Center Loan Request
Staff Lead: Scott James
Department: Administrative Services
Preparer: Scott James
Background
On March 3, 2020, staff presented City Council a potential funding plan to help the Edmonds Senior
Center obtain a $2 million Line of Credit/Loan. The funding plan includes the City depositing up to $2
million into a certificate of deposit that would be used by the bank as collateral for the Line of
Credit/Loan.
During the March 3rd Council meeting, Edmonds' City Attorney walked Councilmembers through the
proposed amendments to the City of Edmonds / Edmonds Senior Center Ground Lease and solicited
Councilmember feedback on the amendments.
Since the March 3rd meeting, City Administration and Senior Center Administration continued
negotiations on the amendments and have reach agreement to the attached "Amendment to Ground
Lease." The are two versions to the "Amendment to Ground Lease,"
1) 2020-03-06 amendment to ground lease ESC v2, which is a redline version with comments regarding
updates and changes to the March 3rd version.
2) 2020-03-06 amendment to ground lease ESC - clean version - does not include redlines or comments.
During the March 10, 2020 Council meeting, both City Administration and Senior Center Administration
look forward to hearing Council comments and addressing Council questions regarding Senior Center
Loan request.
Additional Background
On October 26, 2017, the Edmonds Senior Center hosted the Waterfront Center Gala, kicking off the
$16.35 million community fundraiser campaign to replace the 58 year old building. To date, the
Edmonds Senior Center (ESC) has raised $14,050,000, leaving a $2,300,000 funding gap.
The ESC's plan to close this gap includes:
1) Secure the option to borrow up to $2 million from a bank that will be collateralized by the City
of Edmonds (explained in detail below under the heading "Loan")
2) Continue reaching out to donors, and
3) Continue applying for grants.
History
The South County Senior Center (SCSC) was founded in 1967 and began offering programs on their
present waterfront location and obtained 501c3 status a year later. It was the first non-profit senior
center in Snohomish County.
In 1971 SCSC was featured at the Second White House Conference as the model for the multipurpose
senior center concept which led to the formation of thousands of senior centers throughout the
country. The present waterfront property was purchased in 1972 with a $300,000 HUD grant obtained
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by SCSC and a $100,000 local match from the City of Edmonds. As a result the City came to own the
property and declared it would be the permanent home of the senior center.
The early years saw a number of innovative programs including performing musical and drama groups,
the Job Bureau, a robust long distance travel program, the creation of the Thrift Store and Country
Boutique for senior crafts, partnering with Edmonds Community College to offer seniors education
classes, a mentoring program at the Edmonds School District, and the creation of many health &
wellness activities/services.
From 1975 through 1985 a number of State grants enabled the connection of the two original buildings
and the creation of the present senior center. Much of the work was performed by community
volunteers. In 1996 SCSC was contracted by the City of Lynnwood to help it create the Lynnwood Senior
Center.
In 2008 SCSC underwent a significant governance change and became a membership driven organization
with 18 of 21 Board positions elected by the membership. After a year of political and legal action and
debate within the Center and the community, the November 2008 election, monitored by the League of
Women Voters and over 600 voters, decisively established this form of organizational structure. In 2011
the legal name was changed to the Edmonds Senior Center (ESC).
2012 saw the establishment of three key programs which continue to this day: the Bastyr University
Natural Medicine Clinic - the first (and still only) of its kind in Snohomish County, the Emergency Cold
Weather Shelter for the Homeless in partnership five local churches, and Enhance Wellness and later
PEARLS in partnership with and the financial support of the Verdant Health Commission.
In 2013, with the passage of the City's Strategic Action Plan, ESC began work to replace the existing
aging structure with the new Edmonds Waterfront Center serving all ages.
In 2019, the City and the ESC finalized a lease agreement, where the City will lease the land under the
new Edmonds Waterfront Center to the Edmonds Senior Center for 40 years. At the end of the 40 year
lease, the lease agreement calls for the ESC to either turn over ownership of the Center to Edmonds or
the ESC has the option to renew the lease for an additional 15 years.
The New Waterfront Center
Creating social connections and addressing holistic health and wellness for today's modern seniors
wanting to live active and fulfilling lives is at the heart of our work at the Edmonds Senior Center (ESC).
The new Edmonds Waterfront Center, is now under construction, and once complete it will arguably be
the most significant regional social infrastructure project in decades. The new Waterfront Center will
provide a unique gathering place and support services for all ages.
The new Edmonds Waterfront Center will be a modern 26,000 sf regional community center, offering
programs for all generations at its rare waterfront site just south of the Edmonds / Kingston ferry. ESC is
in the final phase of a $16.35M capital campaign ($14,050,000 has been raised to date) to replace its
original failing structure.
The ESC currently serves approximately 3,000 seniors annually with a broad range of programs and
activities. The new Center is being built on the same site of the original building but will operate as a
multi -generational activity Center serving a larger demographic in an expanded timeframe. From
8:00am-4:00pm most of the programs will be aimed at seniors and organized by ESC. From 4:00-
10:00pm programs for all ages will be offered by the City's Parks, Recreation and Cultural Services
department.
Unique aspects of the Edmonds Waterfront Center
Public / Private Partnership between ESC and the City of Edmonds allowing maximum program
impact throughout the day and evening
Intergenerational programs designed to bring young & old together
Expanded services to include behavioral health support for veterans & their families
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Food service partnership with leading restaurateur offering Senior Center members and the
general public to dine together
Sustainable LEED Gold, all -electric building with full rooftop solar array and commitment to long-
term environmental stewardship programming
Staff Recommendation
Staff is recommending that the City Council:
Study and discuss the key deal terms that would establish the City as the guarantor of the Senior
Center's loan. During the Council discussion, staff will talk about the Pros and Cons of the bank Term
Sheets and answer Council questions.
Narrative
Loan
The Edmonds Senior Center (ESC) is requesting the City of Edmonds to assist them in securing a loan of
up to $2 million for two reasons:
1) Washington State awarded $4 million in funding for the new Waterfront Center project.
However, the State funding is contingent on the ESC being able to show that the ESC has
received funding commitments to finish constructing the project. In other words, if the ESC is
unable to show the State that the ESC has sufficient funding commitments to finish constructing
the project, the State will not release any of the $4 million to pay for the Waterfront Center
project. Currently, the ESC has a $2.3 million gap in their funding commitments.
2) The Edmonds Senior Center (ESC) has received $1,037,278 in pledges that come due between
now and by the end of 2025. Since the construction is scheduled to be completed in late
September to early October 2020, the ESC will have to borrow funds until the pledges are paid
to the ESC.
The City contacted several banks to solicit proposals for how they would accommodate the following
three requests:
1) Provide the ESC with a Line of Credit up to $2 million.
2) The Line of Credit would be guaranteed by a $2 million certificate of deposit from the City.
3) Convert the Line of Credit to a seven year term loan.
Three banks submitted Term Sheets, and each are summarized below.
Bank 1:
First Financial Northwest Bank will provide a $2 million Line of Credit to the Edmonds Senior Center
(ESC) to assist with the construction of the Edmonds Waterfront Center. ESC can draw down on the Line
of Credit to pay construction costs. The total amount of construction draws against the Line of Credit at
the close of business on October 31, 2020 will convert to a seven year term loan on November 1, 2020.
First Financial Northwest Bank is only willing to provide these funding options to the ESC pending that
the City open a $2 million Certificate of Deposit at The Bank. In other words, the City will have to open a
$2 million Certificate of Deposit, prior to the ESC's first draws down on the Line of Credit. The Bank will
use the CD as collateral for the loan.
First Financial Northwest Bank's loan rate will maintain a 2% margin over the pledged CD rate, initially
set at 1.68%. The CD interest earnings rate will be adjusted each November 1st to match the Bank's
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current Market Rate CD. The Bank will release 1/7th of the value of the CD each November 1", beginning
on November 1, 2021.
First Financial Northwest Bank's loan fees total $11,500.
Bank 2: Cashmere Valley Bank will provide a $2 million Loan to the Edmonds Senior Center (ESC) to
assist with the construction of the Edmonds Waterfront Center. ESC can draw down on the Loan as
needed to pay construction costs. ESC be allowed to make construction draws against the Loan through
the close of business on October 30, 2020. The loan would mature on December 31, 2027.
Cashmere Valley Bank is only willing to provide these funding options to the ESC pending that the City
deposit matching funds at The Bank. The Bank will use the City's deposit as collateral for the loan.
Details of Cashmere Valley Bank's loan terms and conditions are listed on the attached Term Sheet.
Cashmere Valley Bank's loan rate will be a floating rate equal to the Wall Street Journal Prime Rate
currently at 4.75%. The Banks' deposit interest earnings rate will be adjusted monthly to match the
Washington State Local Investment Pool rate plus 0.05%. As the ESC makes loan principal, The Bank will
release a corresponding amount of the City's deposit.
Cashmere Valley Bank requires a "Call Option" in the event the spread between the Loan's interest rate
and the deposit interest rate fall below 1.00%.
Cashmere Valley Bank's loan fees total $1,000.
Bank 3: WaFd Bank will provide a $2 million Loan to the Edmonds Senior Center (ESC) to assist with the
construction of the Edmonds Waterfront Center. ESC can draw down on the Loan as needed to pay
construction costs. ESC be allowed to make construction draws against the Loan through the close of
business on December 1, 2021. WAFd Bank's loan period is for seven years.
WaFd Bank is only willing to provide these funding options to the ESC pending that the City deposit
matching funds at The Bank. The Bank will use the City's deposit as collateral for the loan.
WaFd Bank Bank offer three loan options. All options have the same loan rate of 3.12%. Loan fees and
the City's CD investment rates vary as follows:
Optionl: CD investment rate is 2.00% and the loan fee totals $50,000.
Option2: CD investment rate is 1.00% and the loan fee totals $25,000.
Option3: CD investment rate is 0.00% and the loan fee totals $5,000.
All three bank's Term Sheet are attached and an overview of the Term Sheets are listed in the attached
Senior Center Bank Loan Comparison.
Edmonds Senior Center Financial Pro Forma
The Edmonds Senior Center staff assembled the attached Pro Forma and includes revenue/expense
projections, cash flow projections, rental rates and a donor pledge aging report. The Finance Director
and the Assistant Finance Director conducted an extensive review of the ESC's financial projections,
financial history, and interviewed the Senior Center Management team regarding their projections, and
we concluded that the projections appear to be reasonable. The Management team we talked to
included; Senior Center Executive Director, Farrell Fleming, Campaign Director and Project Manager,
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Daniel Johnson and Senior Center Accounting Manager, Chris Wolfe.
During the Pro Forma review, there are three items that stand out:
1) Projected revenues increase significantly over prior actual revenues
2) Projected expenses increase significantly over prior year actuals.
3) A significant amount of donor pledges come in between now and the end of 2025
During our interview with the Senior Center Management team (Team), we asked the team about these
three items to learn more.
First, regarding the increased revenues, the Team provided us of several explanations:
1) The most noteworthy reason is simply that they are moving into a big new beautiful building
that will significantly increase rental and catering revenues.
2) With anew building, the Team believes they also will attract new members which will increase
membership dues.
3) With an expanded building size, the Team believes they will also be able to expand services. As
an example, they intend to add new services for veterans, which also will aid in the recruitment
of more new members and open new grant opportunities.
4) With anew building, the Team believes that many of the capital donors will also become new
operating donors, and also with all the attention that the capital brought to the surrounding
communities, a greater/wider awareness will bring new members and increasing donor pools
Second, regarding the increased expenses, the Team stated that:
1) With the increased building footprint, staffing will increase to make the most use of the new
facility. ESC intends to add four new positions to include a receptionist, fundraiser, rental
manager and a building superintendent.
2) With ESC assuming ownership of the building, they have to increase their insurance and
maintenance budgets.
Third, regarding the sizable donor receivable, the Team said that they fully believe all the donors will
make good on their respective pledges, stating that not one donor has reneged on a donation to date.
Rental Rates/ Rental Rate Comparison
To the reviewer of the information in tonight's packet, one can easily misjudge the new Waterfront
Center rates as being too high. When one looks closer at the rental rates for comparable venues to the
new Edmonds Waterfront Center they may come up with the idea that perhaps the Edmonds
Waterfront Center rates may be low and that the corresponding rental income may be too conservative.
However, when one looks at all the amenities the new tenants will have available, and add in the
waterfront location the projected rental income seems very reasonable.
City of Edmonds and Edmonds Senior Center Agreement
The attached City of Edmonds and Edmonds Senior Center Amendment to Ground Lease (Agreement) is
attached. The Agreement contains strong incentives designed to increase the likelihood of the Senior
Center's full repayment of all funds borrowed from Bank.
The Agreement also captures other terms that settle certain issues or questions that have arisen since
the time the ground lease was approved. Some of these terms may be viewed as mere clarifications,
while others might be viewed as consideration for the City's willingness to act as guarantor.
The following material terms are included in the Amendment:
1) For every $100,000 of City guarantee money paid, the City would take one year off the
Senior Center's lease term. The maximum reduction of the lease term would still leave ten
years within which the Senior Center would be able to operate its programs.
2) Use of facility and catering: City will have the use of the building free of charge Monday -
Thursday (as per lease agreement) and not be subjected to catering requirements for events
like the annual holiday breakfast or luncheon and annual employee recognition.
Additionally, City will have access to second floor rooms without being subjected to a
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catering requirement.
3) City will have exclusive use of a space for office and/or storage.
4) City will have some guaranteed weekday use during summer time and other times when
school is not in session.
5) City will be able to reserve one Saturday evening per year for a City special event like the
Daddy Daughter Dance.
6) One City staff member will be appointed to ESC Board and ESC Finance Committee with full
voting authority.
Attachments:
2020-03-06 amendment to ground lease ESC v2
2020-03-06 amendment to ground lease ESC - clean version
Pro Forma
12 2019 Financials
ESC Financial History
Bank Loan Comparison
FFNW Bank term sheet
Cashmere Valley Bank Term Sheet
WaFdBank Term Sheet
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2.1.a
AMENDMENT TO GROUND LEASE
THIS AMENDMENT TO GROUND LEASE (this "Amendment"), effective the
day of , 2020 ("Effective Date") is between THE CITY OF
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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,
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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
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WHEREAS, the 2oi9 Lease was recorded in Snohomish County's real property records
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under auditor's file number 201911130021; and
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WHEREAS, subsequent to the execution and recording of the 2oi9 Lease, the Senior
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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 2oi9 Lease; and
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WHEREAS, the Senior Center's new bank loan is expected to take the form of a letter of
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credit in the amount of Two Million Dollars ($2,000,000) (the "Letter of Credit") due to
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the fact that the Senior Center's fundraising is ongoing, making it unclear exactly how
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much money the Senior Center will need to borrow; and
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WHEREAS, the Letter of Credit will have a Maturity Date of October 31, 2027, by which
date, the Senior Center shall be required to fully repay any outstanding balance on the
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Letter of Credit, including all interest and any other amounts owing to the bank under
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the terms of the Promissory Note between the bank and the Senior Center; and
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WHEREAS, the Senior Center has asked the City to guarantee the Letter of Credit; and
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WHEREAS, the nature of the City's guarantee would be such that the City would be
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required to keep $2,000,000 on deposit with the bank while the Senior Center's Letter
of Credit is outstanding; and
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WHEREAS, under the contemplated lending agreements, if the Senior Center fails to
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make timely payments during the term of its Letter of Credit or fails to completely repay
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any amounts owing under the Letter of Credit by the Maturity Date, the bank would be
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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
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the Maturity Date; and
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WHEREAS, any amount so deducted from the City's funds on deposit, whether during
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the term of the Letter of Credit or at the Maturity Date, shall be referred to herein as a
Guarantee Payment; Q
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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 stAkethrough):
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
belowl3erei, and subject to the provisions of 2.R below. which
shorten the Lease Term proportionally to the extent of anv
Guarantee Payments made by the Citv.
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 (18o) days
prior to the Termination of the Lease Term: and (iiil the
Letter of Credit shall have been fully mid off by the Letter of
Credit Maturity Date of October 31, 2027 without any
Guarantee Payment needing to have been made by the City
at any time during the term of the Letter of Credit.
2.2.2 Process for Extension. No sooner than three hundred
sixty-five (365) days and no later than one hundred eighty
(18o) 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,
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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 ($1oo.000) 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 Letter of Credit. If
multiple Guarantee Payments of less than One Hundred Thousand
Dollars are made during the term of the Letter of Credit, the sum of
the Guarantee Payments shall be tallied for the purpose -of
determining the extent of the shortened Lease Term.
12.3.1 Example #1: if the City's Guarantee Payment equals
exactly One Million Two Hundred Thousand Dollars
$1.200.000), on the Maturity Date, and no Guarantee
Payments are made before the Maturity Date. then the Lease
Term shall be shortened by twelve . e
Example #2: if the Citv's Guarantee Payment eouals
exactly One Million Two Hundred Thousand and One
Dollars ($1.200.001), on the Maturity Date, and no
Guarantee Pavments are made before the Maturity Date.
then the Lease Term shall be shortened by thirteen ev ars.
2.-q.-q ExamDle #-q: if the Citv's Guarantee Pavment eauals
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 Letter of Credit, 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 during the term of the Letter of Credit).
2.q.a ExamDle #a: if the Citv's Guarantee Pavment eauals
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 Letter
of Credit, then the Lease
Term shall be shorted
by fourteen
(twelve
years for the
Guarantee Payment
made at
_years
the Maturity Date
and two years
for One Hundred
Ten Thousand
Dollars Daid
during the
term of the Letter of
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2.3.5 Example #5: if the City's Guarantee Payment equals
exactly One Million Two Hundred Thousand and One
Dollars ($1.2oo.00i), on the Maturity Date, and the City also
had to make three Ten Thousand Dollar payments during the
term of the Letter of Credit, 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 $1oo.000 as the One Dollar over the
$1.200.000�.�
2.4 Regardless of the amount or number of the Guarantee
Payments made, the provisions of subsection 2.3, above, shall not
overate 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 flog years.
b. SECTION 1.2, entitled "Use of the Property," shall be amended to read as
follows:
1.2.1 Allowed Uses of the Property 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 thrift stere and
e6ecoffee kios 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
commercially reasonable payment from the caterer to the
Senior Center, SUBJECT TO THE FOLLOWING
PROVISIONS:
Commented [jtlj: It has been suggested that some or a
these examples, while accurately reflecting the council's
intent, are unnecessary. For the purposes of interpreting
this document years from now, any council action to
remove one or more of these examples should be
understood merely as an attempt to simplify the docum
not to change its meaning. Alternatively, if the council d
intend its removal of examples (if any) to signify a chan@
the meaning of the document, such other meaning shoe
be clearly stated through council action.
ESC does not object to the inclusion of these examples.
Commented jjt2j: This change just makes clear the to
distinction between the coffee kiosk and the lunch cafe. G
does not object to this change. M
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Commented DO]: This change just makes clear that, wl d
the primary purpose of the lunch cafe is to provide a E
nutritious meal for low-income seniors. Meals will also t V
available to the public at market rates. ESC does not obj r0+
to this change. Q
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2.1.a
L2.1.1.a. the City shall be given the opportu lLI 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 Cit , 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:
attendees (exelusi'vera• for -Ci yam[ omrams and uetivtes)
the caterer's exclush& rights on the second floor of
the Edmonds Waterfront Center shall not preclude
the following: individual meals (e.g., "sack lunches")
�te�re Fedprepared food that is delivered to the second
floor of the Edmonds Waterfront Center, as long-m
the food is not served by the ^vendor or any
other food service professional:
1.2.1.1.e. for the purposes of subsections 1.2.1.1.c.
and 1.2.i.i.d., above, the phrase "served by" shall
include any kind of professionally staffed food service.
including, but not limited to, table service for a sit-
down meal, staffed service of or refilling of a buffet,
staffed beverage pouring. etc.
1.2.1.1.f. extent 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 onlv_nrovider 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
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Commented Ut4]: City staff and ESC are OK with this 0
change.
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Commented Ut5]: ESC has indicated they can accept th
language in this paragraph. The gist is that, if someone F M
the means to cater an event, FEEDME will be the design
caterer. Individuals who do not have the means to cater V
even will not be precluded from bringing outside food it CO
tha --nd flnnr fnr thair avant
Commented ]jt6]: These changes were made to use a r
general term ("meal") than "lunch" ESC does not object
this change.
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2.1.a
purchase of food or beverage from the on-3it-e caterer
where a first -floor event during City Hours is of a twe
that food and beverage are not needed.
1.2.i.i.h. notwithstanding subsection 1.2.1.i.f.,
above, the catering agreement shall: 1) allow cu cp akes
and juice 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;12) allow the
consumption of coffee and cookies from off -site
vendors and re uire the caterer to prepare and Commented t As I mentioned on March 3M, Esc ha
serve a pancake breakfast for all the City's employees indicated that consumption of coffee and cookies could
during the Ci 's Annual Holiday Breakfast referenced excluded from the first -floor on -site catering exclusive.
in subsection 1.2.2.1.d, below.
1.2.2 Allowed Uses of the Property by the CitX. 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 hand offee kioskeafe areas, the
City will be
use
through Thursday, 4:oopm — elese io:oo p.m. (hereinafter the
"City Hours"). The Senior Center shall have first -priority use of the
Building at all other times (hereinafter the "Senior Center Hours").
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
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Commented Ut8]: This language just makes express oui CO
current understanding. ESC does not object to this langi LU
Commented DO]: Because the word cafe is now used
above in reference to the lunch cafe, the parties agree t
we need a different term to refer to the coffee kiosk. ES
does not object to this language.
parry's program needs during that parry'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 fall
rental revenue defived c..,.m ..+,.t,, a....:..,. City u,.uFs shall aeefu
^e�hall accrue to the Senior Center. Senior Center Commented ptio]: City staff supports this language as
acknowledges that the grounds surrounding the Property are a proposed by ESC.
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.
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2.1.a
Senior Center shall finish that =ce to the same
decree as other similar spaces within the Building.
Oe Qi4:;X shall have the exelusiye:right4e use that
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 lone mutually agreed
upon space for programming of the rear ,.,.een n pe f
n weekda s when
........................................... .....
the Edmonds School District is not scheduled to be in
session, including weekday holidays, school breaks.
and summer vacations.
for one Saturday evening each February, to allow for
the scheduling of one City special event, such as the
Daddy Daughter Dance.
City special event, such as the City's Annual Holiday
Breakfast.
Commented [jtlI]: City staff and ESC have agreed upoi
this amendment.
Commented Ut121: City staff and ESC have agreed to tF
language.
Commented [jt13]: The first edit to 1.2.3 makes this
language unnecessary.
Commented Ut14]: The first edit to 1.2.3 makes this
language unnecessary.
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.),f PROVIDED THAT the City shall not be
subject to any rental charges for its use of the Building at any time. Commented Ut151: This language makes express that tl
In allocating such operating costs between the parties, the parties City would never pay rent. it allows for the removal of n
shall estimate: 1 the number of people -square feet that-useof the free references elsewhere, as noted above. The City's re
free use has always been understood. ESC does not objE
Building that are used pursuant to a City program and lengtYi to this change.
duration of that use, including any square footage _that unused
during City Hours; 21 the number of maple square feet t useof
the Building that are used pursuant to a Senior Center program and
l tl -duration of that use: and 3) the number of square feet
generating event or activity and lent€ rduration of that use. The commented are baUtl6lsed
Then the realization that estimatin
City shall only be responsible to pay the operating costs that are numbers of people that use the building could pose
estimated to be associated with the first of these three categories. significant operational challenges when compared to ju°
counting square footage and hours. ESC does not object
this change.
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2.1.a
2. City Board Seat. For as long as the Letter of Credit 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
By: Mike Nelson
As its Mayor
APPROVED BY CITY COUNCIL ON:
ATTEST:
City Clerk
Packet Pg. 15
2.1.a
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:
PRINTED NAME:
NOTARY PUBLIC
In and for the State of Washington
My commission expires:
STATE OF WASHINGTON )
) ss.
COUNTY OF SNOHOMISH )
I certify that I have evidence that 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 President of the Edmonds Senior
Center, to be the free and voluntary act of such party for the uses and purposes mentioned in the
instrument.
DATED:
PRINTED NAME:
NOTARY PUBLIC
In and for the State of Washington
My commission expires:
Packet Pg. 16
AMENDMENT TO GROUND LEASE
THIS AMENDMENT TO GROUND LEASE (this "Amendment"), effective the
day of , 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 2019 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 2o19 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 letter of
credit in the amount of Two Million Dollars ($2,000,000) (the "Letter of Credit") 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 Letter of Credit will have a Maturity Date of October 31, 2027, by which
date, the Senior Center shall be required to fully repay any outstanding balance on the
Letter of Credit, 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 Letter of Credit; 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 Letter
of Credit is outstanding; and
WHEREAS, under the contemplated lending agreements, if the Senior Center fails to
make timely payments during the term of its Letter of Credit or fails to completely repay
any amounts owing under the Letter of Credit 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 Letter of Credit or at the Maturity Date, shall be referred to herein as a
Guarantee Payment;
Packet Pg. 17
2.1.b
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 TermLau (iiil the
Letter of Credit shall have been fully paid off by by the Letter of
Credit Maturity Date of October 31, 2027 without any
Guarantee Payment needing to have been made by the City
at any time during the term of the Letter of Credit.
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,
Packet Pg. 18
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 ($1oo.000l
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 Letter of
Credit.
If
multiple Guarantee Payments
of less than One
Hundred
Thousand
Dollars are made during
the term of the
Letter
of Credit,
the
sum of
the Guarantee Payments
shall be tallied
for the
1)uU2ose
of
determining the extent
of the shortened
Lease
Term.
2.3.1 Example #1: if the CiW's Guarantee Payment ea_uals
exactly One Million Two Hundred Thousand Dollars
L$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 MW'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 ygwr
2.3.3 Examnle #3: if the City's Guarantee Payment equals
exactly One Million Two Hundred Thousand Dollars
L$1.200.0001, on the Maturity Date, and the City also had to
make three Ten Thousand Dollar payments during the term
of the Letter of Credit, 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 during the term of the Letter of Creditl.
2.3.4 Example #a: if the City's
Guarantee Payment
eo_uals
exactly One Million Two Hundred
Thousand
Dollars
L$1.200.0001, on the Maturity
Date, and
the
City also had to
make eleven Ten Thousand Dollar
payments
during the term
of the Letter of Credit, 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 Letter of
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2.1.b
Dollars ($1.200.001), on the Maturity Date, and the Ci also
had to make three Ten Thousand Dollar payments during the
term of the Letter of Credit, then the Lease Term shall be
fraction of $1oo.00o as the One Dollar over the
$1,200,0001.
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 (1o)
e
b. SECTION 1.2, entitled "Use of the Property," shall be amended to read as
follows:
1.2.1 Allowed Uses of the PropeM 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 steFe
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
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Packet Pg. 20
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
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approval of the City: which approval shall not be
a
unreasonably withheld:
1.2.1.1.c. regardless of the dad time, or number of
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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
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another professional caterer:
1.2.1.1.d. regardless of the day: time, or number of
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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
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spared food that is delivered to the second floor of
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the Edmonds Waterfront Center, as long as the food is
not served by the vendor or anv other food service
professional:
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1.2.1.1.e. for the purposes of subsections 1.2.1.1.c.
c
and 1.2.1.1.d., above, the phrase "served by" shall
include any kind of professionally staffed food service,
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including; but not limited to, table service fora
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own meal, staffed service of or refilling of a buffet.
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staffed beverage op uring. etc.
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1.2.1.1except as described in subsection
.f.
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1.2.1.1.g. and 1.2.1.1.h.. below. the catering agreement
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for the first floor of the Edmonds Waterfront Center
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shall allow the caterer to be the onlprovider of food
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or beverage that is consumed on the first floor. and
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may specifically preclude provision of food on the first
floor as would be allowed on the second floor under Q
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
Packet Pg. 21
where a first -floor event during City Hours is of a type
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
consum_ntion
of coffee and cookies
from off -site
vendors
and
3) reouire the caterer
to spare and
serve
a pancake
breakfast for all
the Ci 's employees
during
the
Citv's Annual Holiday
W
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 kioskeafe areas, the
City will be allowed first -priority use of the Building Monday
through Thursday, 4:001?m — elese 10:00 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.
Packet Pg. 22
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 banauet
space available to the City for 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 City for 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 Building at 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 Ci-V pro ram 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 pay the operating- costs that are estimated to
be associated with the first of these three categories.
2. City Board Seat. For as long as the Letter of Credit 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:
LESSOR:
EDMONDS SENIOR CENTER THE CITY OF EDMONDS
Packet Pg. 23
By: By: Mike Nelson
As its Mayor
Its:
APPROVED AS TO FORM: APPROVED BY CITY COUNCIL ON:
By: Jeff Taraday
City Attorney
ATTEST:
City Clerk
Packet Pg. 24
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:
STATE OF WASHINGTON
) ss.
COUNTY OF SNOHOMISH
ra 4111-MrWONVEN&I
NOTARY PUBLIC
In and for the State of Washington
My commission expires:
I certify that I have evidence that 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 President of the Edmonds Senior
Center, to be the free and voluntary act of such party for the uses and purposes mentioned in the
instrument.
DATED:
PRINTED NAME:
NOTARY PUBLIC
In and for the State of Washington
My commission expires:
Packet Pg. 25
2.1.c
Edmonds Senior Center
Pro Forma for Edmonds Waterfront Center
Updated January 8, 2020
Descri tion I Ln 1 2021 2022 2023 2024 2025 2026 2027
# I Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7
Revenue
Membership Dues & Prgm Service Fees
1
$ 180,000
$ 185,400
$ 190,963
$ 196,692
$ 202,593
$ 208,670
$ 214,929
Rental Income
2
350,100
360,603
371,421
382,564
394,041
405,862
418,038
Food Services Income
3
175,000
180,250
185,658
191,228
196,965
202,874
208,960
Building Usage Fee (City of Edmonds)
4
60,000
61,800
63,654
65,564
67,531
69,557
71,644
Thrift Store
5
225,000
231,750
238,703
245,864
253,240
260,837
268,662
Public Support
Government Fees & Grants
6
160,000
164,800
169,744
174,836
180,081
185,483
191,047
Contributions, Gifts & Grants
7
180,000
185,400
190,962
196,691
202,592
208,670
214,930
Fundraising
8 1
180,000 1
185,400 1
190,962 1
196,691 1
202,592 1
208,670
214,930
Total Revenue
9 1
$1 510,100 1
$1,555,403 1
$1,602,067 1
$7 650130 1
$1,699,635 1
$1 750623
$1,803,140
Expenses
Wages & Benefits
Wages & Salaries
10
$
572,528
$
589,704
$
607,395
$
625,617
$
644,386
$
663,718
$
683,630
Payroll Taxes
11
52,229
53,796
55,410
57,072
58,784
60,548
62,364
Medical Benefits
12
65,760
67,733
69,765
71,858
74,014
76,234
78,521
Total Wages & Benefits
13
$
690,517
$
711,233
$
732,570
$
754,547
$
777,184
$
800,500
$
824,515
Supplies & Equipment
Office & Operating Supplies
14
$
54,000
$
55,620
$
57,289
$
59,008
$
60,778
$
62,601
$
64,479
Small Tools & Minor Equipment
15
6,000
6,180
6,365
6,556
6,753
6,956
7,165
Total Supplies & Equipment
16
$
60,000
$
61,800
$
63,654
$
65,564
$
67,531
$
69,557
$
71,644
Services & Other Costs
Professional Services
17
$
45,000
$
46,350
$
47,741
$
49,173
$
50,648
$
52,167
$
53,732
Communications
18
18,000
18,540
19,096
19,669
20,259
20,867
21,493
Travel
19
3,000
3,090
3,183
3,278
3,376
3,477
3,581
Advertising
20
12,000
12,360
12,731
13,113
13,506
13,911
14,328
Operating Rentals & Leases
21
90,000
6,000
6,180
6,365
6,556
6,753
6,956
Insurance
22
75,000
77,250
79,568
81,955
84,414
86,946
89,554
Utility Services
23
54,000
55,620
57,289
59,008
60,778
62,601
64,479
Repairs & Maintenance
24
45,000
46,350
47,741
49,173
50,648
52,167
63,732
Miscellaneous
Program Activity- trips, recognition
25
30,000
30,900
31,827
32,782
33,765
34,778
35,821
Printing/Public Information
26
30,000
30,900
31,827
32,782
33,765
34,778
35,821
Taxes & Other Misc Expenses 1
271
60,000 1
61,800 1
63,654 1
65,5641
67,531 1
69,557 1
71,644
Total Services & Other Costs 1281
$
462,000 1
$
389,160
$
400,837 1
$
412,8621
$
425,246 1
$
438,002 1
$
451,141
Total Expenses 1291
$1,212,517 1
$1162,193
$1,197,061 1
$1,232973 1
$1,269,961 1
$1308.059 1
S1,347,309
Net Return from Operations
30
$ 297,583
$ 393,210
$ 405,006
$ 417,157
$ 429,674
$ 442,564
$ 455,840
Pledges Receivable
31
178,371
147,971
146,971
103,571
100,000
Fundraising (Capital Retirement)
32
120,000
120,000
120,000
120,000
120,000
120,000
120,000
Debt Service (Bank)
33
(345,714)
(337,143)
(328,571)
(320,000)
(311,428)
(302,857)
(294,287)
Debt Service (Other)
34
(53,904)
(53,904)
(53,904)
(53,904)
(53,904)
Capital Reserves 1
35
60,000
60,000
60,000
60,000
60,000
60,000
Net Return
36
$ 196,336
$ 210,134
$ 229 502
$ 206,824
$ 224,342
$ 199,707
$ 221 553
Q
Packet Pg. 26
Edmonds Senior Center
Edmonds Waterfront Center - Cash Flow Projection
Cash Balances
2.1.c
12/31 /2019
Description
Ln
Activity thru
1213112917
1st qtr 2018
2nd qtr 2018
3rd qtr 2018
4th qtr 2018
1st qtr 2019
2nd qtr 2019
3rd qtr 2019
4th qtr 2019
1st qtr 2020
2nd qtr 2020
Jul - Oct 2020
Actuals
Actuals
AcWals
Actuals
Actuals
Actuals
Actuals
Actuals
Actuals
Projected
Projected
Projected
Beginning Cash Balance
a
S -
S 709.150.48
S 666.523.56
S S84.805.33
S 530,890.37
$1.483.576.54
S1.311.743.58
$2.437.097.14
S4.659.990,97
S 4,200,230.94
S 1.492.863.96
S 1,263,8511.21
Cash Received
b
'From Line 60
$1.150,921.75
S 54.719.70
S 76.093.43
S 50.084.84
$1,158,979.23
S 58,996,96
$1,320,729.39
S3,195 763.11
S1,222 419.07
S 1,131,000.00
S 4 302,000.00
S 2,630,290.52
Cash Expended
c
from Line 29
S 441 771.27
S 97,346.62
S 157,813.68
S 103 999.80
S 206,293.06
S 228,829.92
S 195,375.83
S 972,869.28
$1.682.179.10
S 3.838 366.98
S 4,531,007.75
S 3,B94,146.73
[Ending Cash Balance
d
S 709,150.48
1 $ 668.523.56
1 $ 584,805.33
1 S 530.1190.37
S1,483.576.54
S1.311.743.58
$2.437.097.14
1 $4,659,990.97
S4,200,230.94
I S 1,492,863.96
S 1,263,856.21
$ -
Expenditures
Description
Ln
vendor
Budget
Adjustments
Revised Budget
Spent
1st qtr 2018
2nd qtr 2018
3rd qtr 2018
4th qtr 2018
1st qtr 2019
2nd qtr 2019
3rd qtr 2019
4th qtr 2019
1st qtr 2020
2nd qtr 2020
Jul - Oct 2020
A
17
117 0
Construction Cost - Building
Construction Contract
1
W.G. Clark
$11,922,943-00
$ 414,583.54
$12,337,526.54
$ -
$ -
$ -
$ -
$
$
$
$ 678,793.62
$1,344,539.36
$ 3,413,998.00
$ 3,723,424.00
$ 3,176,771.56
WEST
2
Na
$ 1,239,986,00
$ 43,116.69
$ 1,283,102.69
$
$
$
$
$
$
$
$ 70,594.53
$ 150,907.18
$ 351,390.00
$ 383,238,00
$ 326,972.98
Construction Contingency
3
1 Na
$ 37.071-00
$ (37.071.00)
$ -
$
$
$
$
$
$
$
$ -
$ -
$ -
$ -
$ -
Subtotal - Construction Cost - Building
4
$13.200.000.00
S 420.629.23
$13.620,629,23
S
$
S
$ -
S
S
S
$ 749,388.15
S1,495,446.54
S 3,765,388.00
S 4,106,692.00
S 3,503,744.54
Other Development Costs
Architectural Contract
5
Environmental Works
$ 860,000.00
$ 65,000.00
$ 925,000.00
S 105,875.30
$ 55,639.78
$ 116,732.78
5 68,675.90
$ 129.916 40
$ 168,324.91
$ 120,443.68
$ 48,230.38
S 74,181.89
$ 12,978,98
S 12,000,00
$ 12,000.00
Architectural Other
6
-'"multiplevendort—
$ 17,000.00
$ (0.43)
$ 16,999.57
S 7,999.57
$ 5,500.00
$ 3,500.00
S -
S -
$
$ -
$
S
$ -
S -
$ -
Boundary 3 Topographic Survey
7
Reid Middleton
$ 11,295.00
$ (0.25)
$ 11,294.75
S 7,281.00
$ -
$ -
S
$
$ 2,500.00
$ 1,513.75
$ -
S
$
S -
$
Geotechnical Study
8
Landau Associates
$ 29,681.00
$ 345.29
$ 30,026.29
S -
$ -
$ -
5
$ 27,951.29
$
$ 1,730.00
$ 345.00
5
$
$
$ -
Legal
9
Anderson Hunter Law Firm
$ 15,000.00
$ -
$ 15,000.00
$ 5,570.00
$
$ 1,325.00
$ 2,625.00
$ 1,462.50
$
$ 1,23750
$ -
50.00
$
S -
$ 2,730,00
Project Management
10
$
$
$ -
S -
$
$ -
S -
$ -
$
$ -
$
$ -
$
5
$ -
Other: Cost Study(s)
11
*-multiple vendors—
$ 3,350.00
$
$ 3,350.00
$ 3,350.00
$
$
S -
$
$
$
$
S
$
S
$
Other: Hazmat Surrey
12
Eco Compliance Corporation
$ 5,355.00
$
$ 5,355.00
$ -
$ 5,355.00
$
S -
$
$
$ -
$ -
$
$
5
$
Other: Traffic Study
13
Gibson Traffic Consultants
$ 2,950.00
$
$ 2,950.00
$ 2,950.00
$ -
$
5 -
$
$
$
$
$
$
S
$
Insurance
14
Liberty Mutual Insurance
$ 35,000.00
$ (4,501.00)
$ 30,499.00
S -
$
$
5 -
$
$
$
$ 30,499.00
$
$
$
$
Permits, Mitigation & Hookups Fees
15
City of Edmonds, etc
$ 125,000.00
$
$ 125,000.00
$
$
$ 5,452.50
5 -
$ 13,497.00
$
$
$ 76,375.94
5 24,749A4
$
5
$ 4,925,12
Other: Engineering Review
16
Glumac
$ 17,000.00
$
$ 17,000.00
S
$
$
5 -
$ -
$
$
$ -
$ 750.00
$
S
$ 16,250.00
Other- Financing Expenses
17
*-multiple vendors*--
$ 300,000.00
$ (150,000.00)
$ 150,000.00
$
$
$
S
S 2,500.00
$ 12,250.00
$
$ 7,500.00
$ 5,000,00
$ 5,000.00
5 112,500,00
$ 5,250.00
Other: Furniture & Equipment
18
—multiple vendors—
$ 500,000.00
$
$ 500,000.00
S
$
$
5 -
$ -
$ -
$ 15,154.25
$ -
$ -
$
5 234,845,75
$ 250,000.00
Other: LEED Certification
19
O'Brian i Company
$ 25,000.00
$
$ 25,000.00
S
$
$
S -
$
$ -
$ -
$ -
$ -
$
S
$ 25,000,00
Other: Market Study
20
JGL Food Services Consultants
$ 25,000.00
$ 14,008.12
$ 39,008.12
$
$
$
5 -
$
$ 5,000.00
$ 15,341.45
$ 9,333.33
$ 9,333.34
$
3
$ -
Other: Special Inspections IL Testing
21
"multiple vendors"-*
$ 100,000.00
$ -
$ 100,000.00
S
$
$
S -
$
$ -
$ 1.091.78
$ 9,068.29
$ 29,088.04
$ 20,000.00
$ 20,000 00
$ 207751.89
Other: Tax Study OBIT i Property Tax
22
Mark Hugh
$ 10,000.00
$ -
$ 10,000.00
$
$
$
5
$
$
$ -
$ -
$ -
$
S 10,000.00
$ -
Contingency
231,Na
$ 18.369.00
$ 4,519.04
$ 22,888.04
5
$
$
5
S
$
$ -
$ -
S
$
5
$ 22.888.04
Subtotal - Other Development Costs
24
S 2,100,000.00
; 70,629.23
S 2,029,370.77
S 133,025.87
S 66,494.78
$ 127.010.28
$ 71,300.90
$ 175,327.19
$ 188 074.91
$ 156 512.41
$ 181,351.94
$ 143,152.71
$ 37,978.98
S 389,345,75
S 359,795.05
Total - Capital Costs
25
$15.300,000.00
$ 350,000.00
$15,650.000.00
$ 133,025.87
S 66.494.78
$ 127,010.29
S 71.300.90
S 175.327.19
S 188,074.91
S 156,512.41
S 930.740,09
S1.638.599.25
S 3,803,366.98
S 4.496.007.75
S 3,863,639.59
Operating Costs
Capital Campaign
26
Na
$ 700,000.00
$ -
$ 700.000.00
$ 308,745.40
$ 30,851.84
$ 30.803.38
$ 32.698.90
$ 30.965.87
$ 40.755.01
$ 38.863.42
$ 42.129.19
$ 43.579.85
S 35,000.00
$ 35-000.00
$ 3060714
Total Operating Costs
27
S 700 000.00
$
S 700,000.00
S 308,745.40
S 30.851.84
S 30,803.38
S 32,698.91
S 30,965,17
$ 40,751,01
$ 38,863.42
$ 42,129.19
$ 43,579,85
$ 35.000.00
S 35,000.00
S 30,607.14
Total Project Costs
28
$16,000,000.00 1
S 350 000.00
$16 350,000.00
$ 441.771.27
S 97.346.62
S 157.813.66
S 103,999.80
S 206 293.06
$ 228,829.92
$ 195,375.83
$ 972,869.28
1 $1.682,179.10
S 1838,366.98
S 4,531,007.75
rS37L, 146.73
Accumulative
S 441.771.27 1 S 539.117.89 1 S 696.931.55 1 S
1.35 i $1.007.224A1 1 S1.236.054.33 1 $1.431,430.16 1 $2.404,299.44
54 1 S 7.924.845,521 S12.455.853.27 1 31
Page 1 of 2
Packet Pg. 27
2.1.c
Edmonds Senior Center
Edmonds Waterfront Center - Cash Flow Projection
Cash Recei is
12/31 /2019
Description
Ln
•
Secured
funding
Pledges Not
Available In
2020
Balance to
Raise
Available
Funding
Received as
of 1213112017
1st qtr 2018
2nd qtr 2018
3rd qtr 2018
4th r 2016
qtr
1st 2019
qtr
2nd qtr 2019
3rd qtr 2019
4th qtr 2019
1st qtr 2020
2nd qtr 2020
Jul -Oct 2020
Community
Leadership
Rick Slaves
30
$ 4,200,000.00
$
S
$ 4,200,000.00
$ -
$ -
$ -
$ -
S
$ -
$1,000,000.00
$3,000,000.00
$
$ 200,000.00
$
$
otlter
31
$ 2,670,824.40
$ (627,000.00)
S
$ 2,043,824.40
$ 253,165.00
$ 35,249.00
$ 11,249.00
$ 41,734.84
S1,092,832.16
$ 6,249.00
$ 43,249.00
$ 78,341.00
$ 348,985 06
$ 45,000,00
$ 45.000.00
$ 42,770,34
Board
32
$ 405,322.01
$ (40,400.00)
S
$ 364,922.01
$ 211,528.97
$ 4,975.70
$ 4,700.00
$ 7,500.00
$ 26,567.34
$ 900.00
$ 2,950.00
$ 62,700.00
$ 19,450.00
$ 5,000,00
$ 5,00000
$ 13,650.00
CommunityCtunpalpn
33
$ 391,894.92
$ (9,485.74)
S
$ 382,409.18
$ 171,227.78
$ 14,495.00
$ 10,146A3
$ 850.00
S 72,175.00
S 20,769.00
$ 3,950.00
$ 15,400.00
$ 67,524.54
$ 2,000,00
$ 2,000.00
$ 1,871.43
Government
300 Appropriation
34
$ 1,250,000.00
$
$
$ 1,250,000.00
S -
$
$
$
S
$
S -
$ -
$ -
$ -
$ 1,250,000.00
$ -
state Gudltsng Comnuinitles Grata
35
$ 2,250,000.00
$
$
$ 2,250,000.00
S
$
$
$
$
S
S -
$
$
$ -
$ 2,250,000.00
$
State Appropriation
36
$ 500,000.00
$
$
$ 500,000.00
$
$
$
$
$
$
$ -
$ -
$
$ -
$ 500,000.00
$
Verdant
37
$ 154,000.00
$
$
$ 154,000.00
$
$
$
$
$
5
S -
$ 25,000.00
$
$ 129,000.00
$ -
$
Foundations
Anduin Foundation
39
$ 100,000.00
$
$
$ 100,000.00
S
$ -
$
5
$
S 100,000.00
S
$ -
$
$ -
$
$
C Keith BirkenfaId CharitableTrwt
39
S 350,000.00
$
$
$ 350,000.00
S 350,000.00
$ -
S
`w
S
S -
3 -
$
$
$
$
S
0 & 0 Charitable Fund
$ 250,000.00
$
$
$ 250,000.00
$
$
S
S
S
$
S 250,000 00
$
$
$ -
$
S
Edmonds Arts Festival
d!
$ 50;000.00
$
$
$ 50.000.00
S
$
5 50.000.00
S
S
$
$
$ -
$
$ -
$
S -
Hazel Milles Foundation
i1
S 500,000.00
$
$ -
$ 500,000.00
S
$ -
$
5
$
$
$
$
$
$ 500,000.00
$
S -
Norcllffe Foundation
1Z
$ 750,000.00
$
$
$ 750,000.00
$
$
$
$
$
$
S
$
$ 750,000.00
$ -
$
S -
Yam" Foundation
$ 77,000.00
$
$
$ 77,000.00
$ 40,000.00
$
S
S
$ 17,000.00
S
S
$ 5,000.00
$ 15,000.00
$ -
$
S
Other
M
S 11,000.00
$
$
$ 11,000.00
$ -
$
S
S
S -
$
$ 10,000.00
$ -
$ 1,000.00
$ -
$
S
Interest & Investments
$ 44,845.66
$
$
$ 44,845.66
S
$
$
5
5 404.73
S 4,078.96
S 10,580.39
$ 9,322.11
$ 20,459.47
$
$
$ -
Bank Loan
46
$ -
$
$ 2,000,000.00
$ 2,000,000.00
S
$
$
$
S
$ -
S -
$ -
$ -
$ -
$
S 2,000,UM-01
I= WaterfrontLOaiisZ der. LLC
R
S 250,000.00
$
$ -
$ 250,000.00
S
$
S -
S
S
$
$
$
$
$
$
5 250.000.00
Funding Gap
48
$
$ 821,998.75
$ 821,998.75
S
$
$
5
S
o
$ -
$ -
$ -
$ 250,000,00
$ 250,000.00
S 321,993-75
IntarfundLena from Reserves
4RI
IS
$
I $ -
5 125.000.00
S
S
c
S (50.000.00)
S (75.000.00)
$
s
S -
$ -
I $
S
Tatat Cash Receipts
!0
1 21a 204,886.99
1 t 676,tIBS.7
s
$16,350,09t1.90
$1,150,921.75
s U,719.79
; 76,095.0
$ 60,111M.84
;1 15l,lT933
s 56,91111111.1116
1 s1.340 72l.39
fS wis3.N
I s1.2ZZ-419A7
i s 1 131,900A0
s atselr ft=
I 3 L630 29D 32
Funding Gap - Line 48 (Potential sources of funding currently being pursued to eliminate the funding gap and reduce or eliminate borrowing)
Feed Me Hospitality
$ 50,000.00
Tulalip Tribe
$ 250,000.00
Premera
$ 750,000.00
Major Donors
$ 11000,000.00
Total
$ 2,050,000.00
O
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Packet Pg. 28
Page 2 of 2
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Packet Pg. 29
2.1.c
Notes: Edmonds Waterfront Center Pro Forma
updated January 8, 2020
The pro forma is based on the following assumption. Edmonds Senior Center (ESC) began construction of the
Edmonds Waterfront Center (EWC) building June 2019. ESC will operate offsite for a fifteen months period at
various locations around town and will reopen in the new EWC October 1, 2020.
Revenues
• Membership Dues & Program Service Fees (line 1) —This revenue source has been in the $150,000 range
the past few years (the four year average was $149,830). Once the new building is placed in service this
figure is expected to rise based on higher attendance figures and increases in the cost of an annual
membership.
• Rental Income (line 2) — Once the new EWC opens ESC anticipates high demand for the Edmonds
Waterfront Center as a rental venue. The estimate is based on a study by JGL Food Service Consultants
and meetings with Feedme Hospitality and Restaurant Group, the caterer selected for the new Edmonds
Waterfront Center building. a
• Food Services Income (line 3) —This is a new revenue source. The estimate is based on ongoing
negotiations with Feedme Hospitality and Restaurant Group, the caterer selected for the new Edmonds o
Waterfront Center building. _J
L
• BuildingUsage Fee - City of Edmonds line 4 — This figure represents roughly 25% of the insurance utility
g Y ( ) g p g Y Y c
and maintenance costs (short and long-term) of the new building. The actual share will be negotiated v
with the city sometime after the start of construction. This figure does not included any labor costs. o
• Thrift Store (line 5) —This revenue source has been in the $155,000 range the past few years (the four
year average is $155,599). Better foot traffic and extended hours have increase sales substantially at the
Centers interim location at the Westgate Shopping Center. E
L
• Government Fees & Grants (line 6) — ESC currently receives $75,000 a year from Snohomish County and L°
$75,000 from the City of Edmonds. The pro forma assumes a $10,000 increases in 2021 and a 3% per year °
a -
increase thereafter.
w
• Contributions, Gifts & Grants (line 7) —This revenue source has been in the $155,000 range the past few
years (the four year average is $154,463). The primary source of funding from this revenue source is a
three year grant from the Verdant Health Commission for $116,000 per year that funds the center's social r
worker and a part-time registered nurse. Q
• Fundraising (line 8) — The past few years ESC has split its fund raising efforts between operations and the
Edmonds Waterfront Center capital campaign. In 2015 and 2016 operations received $31,938 and
$33,219 respectively; this figure jumped to $52,624 in 2017 followed by $65,376 in 2018 and $112,787 in
2019. Once the capital campaign is complete fundraising will focus on operations. Through stewardship,
efforts will be made to transition capital donors to annual operating donors. The Centers fundraising
program will be expanded to include an annual campaign, major gifts, and planned giving. ESC also
anticipate significant savings on the expense side by holding all fundraising events at the Edmonds
Waterfront Center instead of renting other venues.
Packet Pg. 30
2.1.c
Expenses
• Wages & Benefits (line 13 thru 15) — ESC will add four new position bringing the total number of
employees to thirteen including six full-time and seven part-time employees; this increases the number of
FTE's to 10.2. The key additions are a receptionist, fundraiser, rental manager and building
superintendent with the goal of insuring the new center is staffed appropriately.
• Supplies & Equipment (line 16) — Adjustment made for increased activity and operating hours.
• Professional Services (line 17) — Adjustment made for increased IT support.
• Communications (line 18) — Adjustment made for increased activity.
• Travel (line 19) —Adjustment made for increased activity.
• Advertising (line 20) — Adjustment made for increased activity related to building rentals and the thrift
store.
• Operating Rentals & Leases (line 21) — The thrift store has a three-year lease at the Westgate Shopping
Center, it expires December 31, 2021. There is also an offsite rental allowance for other ESC activities that
begins April 1, 2019 and runs for a 18 month period through September 30, 2020. In 2022 with the
expiration of the Westgate lease the leasing cost should drop to historic levels.
• Insurance (line 22) — The estimated cost of insurance is based on a quote by the centers insurance carrier,
NPIP.
• Utility Services (line 23) — Adjustment made for increased building size, activity and operating hours.
• Repairs & Maintenance (line 24) —The City of Edmonds has been responsible for the vast majority of
repair and maintenance costs on the existing building. ESC will assume full responsibility for repairs and
maintenance on the new building. Maintenance costs should be reasonable with most major systems in
the building under warranty during the first five -years of operation at the new EWC.
• Miscellaneous (lines 25-27) — Adjustment made for increased activity. A provision has also been made for
Unrelated Business Income Tax and state taxes related to taxable activities at the EWC.
Other
• Pledges Receivable (line 31) — See attached schedule.
• Fundraising - Capital Retirement (line 32) —The Center will continue its capital fundraising efforts to insure
repayment of any construction related debt. Excluding Leadership gifts from the public (gifts in excess of
$25,000) the Center received $197,799 from 188 individuals and businesses in 2017, $145,359 from 146
individuals and businesses in 2018 and $193,644 from 202 individuals and businesses in 2019.
• Debt Service — Bank (line 33) - The pro forma assumes ESC will borrow $2,000,000 at 3% from a
commercial bank secured by a City of Edmonds CD; this will be repaid over a 7-year period ending
12/31/2027.
• Debt Service — Other (line 34) — Debt service on the EWC Loan Fund, LLC. This assumes $250,000
borrowed at 3% payable over a 5-year period.
• Capital Reserves (line 35) —These funds will be set aside to insure the Edmonds Waterfront Center has
sufficient long-term funding to cover major repair and maintenance of the building. Payments would be
deferred during the center's first fifteen months of operation.
• Net Return (after payments on debt and capital reserves) (line 36) —The net return provides a reasonable
cushion should revenues fall below or expenses exceed expectations. Depending on the size of the
surplus and the wishes of the ESC's Board of Directors some of these funds could be directed towards
operating reserves, capital reserves, debt retirement, program enhancements and/or additional staffing.
Packet Pg. 31
2.1.c
Edmonds Waterfront Center
Rentals
Updated January 8, 2020
Description
total
total
rental %
rental
gross
gross
dates
rentals
rate
potential
estimate
Peak Season
Saturday
Base Rate
20
20
100.0%
$
4,500
$
90,000
$
90,000
Sunday
Base Rate
20
12
75.0%
$
2,500
$
50,000
$
30,000
Sunday
Non -Profit Rate
3
$
2,000
$
6,000
Friday
Base Rate
20
10
60.0%
$
1,500
$
30,000
$
15,000
Friday
Non -Profit Rate
2
$
1200
$
2,400
Off Season
Saturday
Base Rate
30
24
80.0%
$
3,500
$
105,000
$
84,000
Sunday
Base Rate
30
12
60.0%
$
2,500
$
75,000
$
30,000
Sunday
Non -Profit Rate
6
$
2,000
$
12,000
Friday
Base Rate
30
9
50.0%
$
1,500
$
45,000
$
13,500
Friday
Non -Profit Rate
6
$
1,200
$
7,200
Peak Season Total
60
47
78.3%
$
170,000
$
143,400
Off Season Total
90
57
63.3%
$
225,000
$
146,700
Other Rentals * I
unknown
$
60,000
Grand Total
150
104
69.3%
$
395,000
$
350,100
* 2nd Floor Multi -Purpose Rooms & Banquet Room (Mon-Thur)
r
a
Packet Pg. 32
2.1.c
Edmonds Senior Center
Edmonds Waterfront Pledge Aging
Updated January 8, 2020
Description
Total
Current Yr
2021
2022
2023
2024
2025
Donor 1
5,520.34
5,520.34
0.00
0.00
0.00
0.00
0.00
Donor 2
48,000.00
18,000.00
10,000.00
10,000.00
10,000.00
0.00
0.00
Donor 3
11,250.00
11,250.00
0.00
0.00
0.00
0.00
0.00
Donor 4
800.00
400.00
400.00
0.00
0.00
0.00
0.00
Donors
1,250.00
1,250.00
0.00
0.00
0.00
0.00
0.00
Donor 6
4,000.00
1,000.00
1,000.00
1,000.00
1,000.00
0.00
0.00
Donor 7
12,000.00
7,000.00
5,000.00
0.00
0.00
0.00
0.00
Donor 8
40,000.00
10,000.00
10,000.00
10,000.00
10,000.00
0.00
0.00
Donor 9
40,000.00
10,000.00
10,000.00
10,000.00
10,000.00
0.00
0.00
Donor 10
3,000.00
1,000.00
1,000.00
1,000.00
0.00
0.00
0.00
Donor 11
500,000.00
0.00
100,000.00
100,000.00
100,000.00
100,000.00
100,000.00
Donor 12
9,600.00
2,400.00
2,400.00
2,400.00
2,400.00
0.00
0.00
Donor 13
15,000.00
3,000.00
3,000.00
3,000.00
3,000.00
3,000.00
0.00
Donor 14
2,000.00
2,000.00
0.00
0.00
0.00
0.00
0.00
Donor 15
200,000.00
200,000.00
0.00
0.00
0.00
0.00
0.00
Donor 16
40,000.00
10,000.00
10,000.00
10,000.00
10,000.00
0.00
0.00
Donor 17
25,000.00
25,000.00
0.00
0.00
0.00
0.00
0.00
Donor 18
75,000.00
50,000.00
25,000.00
0.00
0.00
0.00
0.00
Donor 19
2,000.00
2,000.00
0.00
0.00
0.00
0.00
0.00'.
Donor 20
2,857.17
571.43
571.43
571.43
571.43
571.45
0.00
Total
1,037,277.51
360,391.77
178,371.43 1
147 971.43
146,971.43
103,571.45
100 000.00
Packet Pg. 33
2.1.d
Edmonds Senior Center
Statement of Financial Position
December 31, 2019 and December 31, 2018
li?escription Line Unrestricted � TRestrlempocted 1 12I31/2019 I 12131l2098 rily Total Total+Change
,Assets
Current assets
Cash (Note 1)
1
263,598.79
15,725.91
279,324.70
205,005.74
74,318.9
Accounts receivable {Note 2)
2
19,272.00
0.00
19,272.00
19,411.36
(139.3
Inventory
3
26,560.00
0.00
26,560.00
26,560.00
0.0
Other assets (Note 3)
4
30,983.73
0.00
30,983.73
35,361.86
(4,378.1
Total current assets
5
340,414.52
16,725.91
356,140.43
286,338.96
69,801.4
Capital campaign assets
Cash (Note 1)
6
0.00
4,200,230.94
4,200,230.94
1,483,576.54
2,716,654.4
Pledges receivable
7
0.00
1,039,177.51
1,039,177.51
434,617.57
604,559.9
Total capital campaign assets
8
0.00
5,239,408.45
5,239,408.45
1,918,194.11
3,321,214.3
Property and equipment
Equipment & building improvements
9
107,821.50
0.00
107,821.50
341,365.01
(233,543.5
Construction in progress (pre -development)
10
3,487,085.68
0.00
3,487,085.68
631,055.34
2,856,030.3.
Accumulated depreciation
11
(55,820.49)
0.00
(55,820.49)
(182,828.48)
127,007.9!
Total property and equipment
12 1
3,539,086.69
0.00
3,539,086.69
789,691.87
2,749,494.8;
Total Assets
13 1
3,879,601,.21
6,256,134.36
9,134,636.67
2,994,124.94
0,140,610.6;
Liabilities and Net Assets
Current liabU ttos
Accounts payable & accrued expenses (Note 4)
14
8,615.24
0.00
8,615.24
69,772.27
(61,157,0,
Short term note
15
0.00
0.00
0.00
0.00
0.0(
Prepaid memberships
16
13,452.50
0.00
13,452.50
17,005.00
(3,552.5(
Accrued vacations
17
12,174.83
0.00
12,174.83
12,174.83
0.0(
Total current liabilities
18
34,242.57
0.00
34,242.57
98,962.10
(64,709.5;
Longterm liabilities
None
19
0.00
0.00
0.00
0.00
0.0(
Net assets (Note 5)
Beginning balance
20
960,856.82
1,934,316.02
2,895,172.84
1,566,570,09
1,328,602.7°
Net gain (loss) from operations
21
(29,524.84)
(75,000.00)
(104,524.84)
1,986.01
(106,510.8E
Net gain (loss from non -operating activities)
22
2,913,926.66
3,395,818.34
6,309,745.00
1,326,616.74
4,983,128.2E
Total net assets
23
3,845,258.64
5,255,134.36
9,100,393.00
2,895,172.84
6,205,220.1E
Total Liabilities & Net Assets
24
3,879,501.21
6,266,134.36
9,134,635.67
2 994,124.94 1
6,140 610,63
a
Page 1 of 6 Packet Pg. 34
2.1.d
Edmonds Senior Center
Notes to the Financial Statements
December 31, 2019 and December 31, 2018
Total j Total [ Change
Note 1
Cash
Checking/savings
1
296,952.66
15,725.91
312,678.57
75,505.75
237,172.8
RBC Wealth Management
2
(37,861.61)
4,200,230.94
4,162,369.33
1,610,141.53
2,552,227.8
Undeposited funds
3
4,052,74
0.00
4,052.74
2,520,00
1,532.7
Petty cash/advances
4
410.00
0.00
410.00
370.00
40.0
PayFal
5
45.00
0.00
45.00
45.00
0.0
Ameri nse Financial
6
0.00 1
0.00
0.00
0.00
0.0
Total
7
263,698.79 1
4,21 956.86
4 479 555.64
1,688,502.28
2,790,073.3
15,725.91 Cafe
4,200,230.94 Capital Campaign
Note 2
Accounts receivable
City of Edmonds
8
6,250.00
0.00
6,250.00
6,250.00
0.01
Snohomish County
9
12,500.00
0.00
12,500.00
12,500.00
0.01
Other receivables
10
522.00
0.00
522.00
661.36
139.31
Total
11
19,272.00
0.00
19,272.00
19,411.36
139.3i
Note 3
Other assets
Prepaid insurance
12
6,965.65
0.00
6,965.65
10,489.25
(3,523.61
Prepaid postage
13
217.01
0.00
217.01
62.70
154.3
Other prepaid Muses
14
23,801.07
0.00
23,801.07
24,809.91
(1,008.8,
1.Total
15
30 903.73
0.0Q
30 983.73
35 361.86
4 378.1
Note 4
Other liabilities
Payroll faxes
16
6,177.19
0.00
6,177.19
6,229.27
(52.OE
Payables
17
0.00
0.00
0.00
57,896.32
(57,896.3,
Prepaid rental deposits
18
0.00
0.00
0.00
2,230.00
(2,230.0(
Rental damage deposits
19
0.00
0.00
0.00
2,450.00
(2,450.0(
Sales tax payable
20
2,001.55
0.00
2,001.55
966.68
11034.81
Other federal taxes 1
21
436.50 1
0.00
1 436.50 1
0.00
436.5(
Total 1
22
8,615.241
0.00
8,616.241
00,772.27
61,157.0w
Note 6
Balance
Board
Net Change
Net Assets
Balance
Descri tion
12/31/2018
Transfers
Released
12/3112019
TemporarFly eee#rieted net assets
Reserves
23
0.00
0.00
0.00
0.00
0.0(
Subtotal - Oerating
24
U11
0.00
0.00
0.00
O.Qc
Capital campaign
Cash
25
1,483,576.54
0.00
5,870,908.53
(3,154,254,13)
4,200,230.94
Pledges
26
434,617.57
0.00
604,559.94
0.00
1,039,177.51
Cafe events
27 1
16,121.91
0.00
0.00
396.00
15,725.91
Subtotal - Non -operating
28
1,034,316.02
0.00
8,475 468.47
(3164 660.13)
6,266,134.3�
Subtotal - Temporarily orari restricted net assets
29
1,934,316A2
0.00
6,476,468.47
3,164,650.13,
6,255134.36
Unrestricted net assets
Unrestricted
30
960,856.82
0.00
(270,248.31)
3,164,660.13
3,845,258.64
Subtotal - Unrestricted net assets
31
960 856.82 1
0,00
270,240.31
3154,660.13 1
3,845,258.64
Total 1
32 1
2,896,172.84 1
0.00 1
6,206,220.16 1
0.001
0,100,393.00
a
Page 2 of 6 Packet Pg. 35
2.1.d
Edmonds Senior Center
Statement of Activities
For the Period Ending December 31, 2019
Line) Unrestricted I Temporarily I Grand
Public Support and Revenue from Operations
Contributions, Gifts & Grants
Membership dues
1
33,949.00
0.00
33,949.00
Government grants
2
150,000.00
0.00
150:000 DO
Other contributions, gifts & grants
3
215,861.55
0.00
215,861.55
Net assets released from restrictions
4
75,000.00
(75,000.00)
0.00
Total Contributions, Gifts & Grants
5
474 810.55
75,000.00
399,810.56
Program Service Revenue
Recreational
6
43,383.04
0.00
43,383.04
Health & Wellness
7
35,437.48
0.00
35,437 48
Total: Pr ram Service Revenue
8
78,820.52
0100
78,820.52
Other Revenue
Investment income
9
(243.98)
0.00
(243 98)
Rental income
10
4,712.49
0.00
4,71249
Fundraising events
11
112,787.03
0.00
112,787,03
Sale of inventory
12
174,207.88
0.00
174,207.88
Miscellaneous revenue
13
9,727.37
0.00
9,727,37
Total Other Revenue
94
301 190.79
0.00
301,190,79
Total Public Support and Revenue from Operations
15
054,821.86
(76,000.00)1
779,821.86
Expenses
Wages & Benefits
Wages & salaries
16
385,040.36
0.00
385,040.36
Payroll taxes
17
32,636.59
0.00
32,636.59
Medical benefits
18
19,039.79
0.00
19,039 79
Total Wages & Benefits
19
436 716.74
0.00
438 718.74
Supplies & Equipment
Office & operating supplies
20
28,665.93
0.00
28,665.93
Small tools & minor 2quipment
21
8,053.25
0.00
8,053.26
Total Su ties & Equipment
22
36,719.18
0.00
36 719.18
Services & Other Costs
Professional services
23
54,177.74
0.00
54,177.74
Communications
24
14,695.64
0.00
14,695.64
Travel
25
5,029.76
0.00
5,029.76
Advertising
26
887.33
0.00
887.33
Operating rentals & leases
27
109,912.94
0.00
109,912.94
Insurance
26
20,241.18
0.00
20,241.18
Utility services
29
23,189.76
0.00
23,189.76
Repairs & maintenance
30
11,298.81
0.00
11,298.81
Miscellaneous
31
154,503.69
0.00
154,503.69
Total Services & Other Costs
32
$93,936.06
0.00
393,936.85
Cost of Sales
33
0.00
0.00
0.00
De reciation
34
16,973,93
0.00
10,973.03
Total Expenses
35
884 346.70
0.00
884 346.70
10hange in net assets from operations 1 361 1 .. (29-524-8411 175,000.001_004,0f14
Non -Operational Gains (Losses):
Other non -operating gains (losses)
$7
0.00
(396.00)
(396.00)
Contributions restricted for capital campaign
38
0.00
6,475,468.47
6,475,468.47
Net assets released from restrictions
39
3,079,254.13
(3,079,254.13)
0.00
Ca ltal campaign ennnses
40
165,327.47
0.00
j 165,327.47
Chan a In net assets from non -a retie activities
41
2,913 926.66
3,3%,818.34
6,309,746.00
Total change in net assets
Net assets, beginning of year
1.-.44,1,3,846.2158.64
42
43
2,884,401, 2
960,856.82
3,320,818.34
1,934,316.02
6,205,220.16
2,896,172.84
Net assets end of period
5,256134.36
9100,393.00
a
Page 3 of 6
Packet Pg. 36
2.1.d
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Edmonds Senior Center
Statement of Activity for Budgeted Operations
For the Period Ending December 31, 2019
Description Lionel Dec Actuals I YTD Actuals l % of Trot 1 I YTD Budget) Variance 1
Public Support and Revenue from Operations
Contributions, Gifts & Grants
Membership dues
1
0.00
33,949.00
4.35%
36,000.00
(2,051.00)
Government grants
2
12,500.00
150,000.00
19.22%
150,000.00
0.00
Other contributions, gifts & grants
3
10,372.64
215,861.55
27.67%
144,500.00
71,361.55
Net assets released from restrictions
4
0.00
0.00
0.00%
0.00
0.00
Total Contributions, Gifts & Grants
5
22,872.64
399,810.55
51.24%
330,500.00
69,310.55
Program Service Revenue
Recreational
6
2,567.48
43,383.04
5.56%
54,000.00
(10,616.96)
Health & wellness
7
1,409.25
35,437.48
4.54%
39,000.00
3,562.52
Total Program Service Revenue
8
3,976.73
78,820.52
10.10°%
93,000.00
14,179.48
Other Revenue
Investment income
9
10.70
174.09
0.02%
600.00
(425.91)
Rental income
10
0.00
4,712.49
0.60%
9,000.00
(4,287.51)
Fundraising events
11
6,100.00
112,787.03
14.46%
80,500.00
32,287.03
Thrift store
12
17,985.22
174,207.88
22.33%
195,000.00
(20,792.12)
Miscellaneous revenue
13 1
210.60 1
9.727.37 1
1.25%
3,900.00
5,827.37
Total Other Revenue
14
24,306.52
301,608.86
38.66%
289,000.00
12,608.86
Total Public Support and Revenue from Operations
15
51,155.89
780,239.93
100.00%
712,500.00
67,739.93
Expenses
Wages & Benefits
Wages & salaries
16
30,019.04
385,040.36
49.35%
358,574.00
(26,466.36)
Payroll taxes
17
2,507.69
32,636.59
4.18%
29,738.00
(2,898.59)
Medical benefits
18
1,279.97
19,039.79
2.44%
22,868.00
3,828.21
Total Wages & Benefits
19
33,806.70
436,716.74
55.97%
411,180.00
25,536.74
Supplies & Equipment
Office & operating supplies
20
1,210.64
28,665.93
3.67%
36,000.00
7,334.07
Small tools & minor 2guipment
21
1,042.60
8,053.25
1.03%
1,500.00
6,553.25
Total Supplies & Equipment
22
2,253.24
36,719.18
4.71%
37,500.00
780.82
Services & Other Costs
Professional services
23
2,503.64
54,177.74
6.94%
42,000.00
(12,177.74)
Communications
24
1,210.62
14,695.64
1.88%
15,000.00
304.36
Travel
25
377.02
5,029.76
0.64%
1,500.00
(3,529.76)
Advertising
26
0.00
887.33
0.11 %
300.00
(587.33)
Operating rentals & leases
27
10,753.75
109,912.94
14.09%
103,881.00
(6,031.94)
Insurance
28
1,393.13
20,241.18
2.59%
24,900.00
4,658.82
Utility services
29
455.82
23,189.76
2.97%
14,700.00
(8,489.76)
Repairs & maintenance
30
126.96
11,298.81
1.45%
11,400.00
101.19
Miscellaneous
Program activity - trips, recognition, etc
31
325.71
8,662.35
1.11 %
15,600.00
6,937.65
Printing/public information
32
513.83
14,782.00
1.89%
18,000.00
3,218.00
Bank & merchant fees
33
783.51
10,019.16
1.28%
10,500.00
480.84
Taxes & licenses
34
463.39
4,111.23
0.53%
4,500.00
388.77
Other 135
1
815.55 1
15.532.77 1
1.99%1
13.950.00
1,582.77
Total Services & Other Costs
36
19,722.93
292,540.67
37.49%
276,231.00
16,309. 77
Total Expenses
37
55,782.87
765,976.59
98.17%
724,911.00
41,065.59
Chan a in Net Assets, Budgeted Operations 38 4,626.98 14,263.34 1 1.83% 12,411.00 26,674.34
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Financial Institution
Senior Center Bank Loan Comparison
Other
Investment Rate Loan Rate Loan Fees Fees Other
I
First Financial NW Bank
I
$ 2,000,000
Start at 1.68% CD Rate + 2%
$ 10,000
$1,500
Move all banking activity to FFNW
Cashmere Bank
$ 2,000,000
5 bps above LGIP
Floating, start at 4.75%
$1,000
Federally Taxable, no prepayment penalty
WaFd Bank option A
$ 2,000,000
2%
3.12%
$50K annually
$ 5,000
Prepayment fee that will cover the bank's loss incurred from prepayment
WaFd Bank option B
$ 2,000,000
1%
3.12%
$25K annually
$ 5,000
Prepayment fee that will cover the bank's loss incurred from prepayment
WaFd Bank option B
$ 2,000,000
0%
3.12%
M annually
$ 5,000
Prepayment fee that will cover the bank's loss incurred from prepayment
r
Q
Packet Pg. 46
2.1.g
AL
TERM SHEET
February 28, 2020
Farrell Fleming
Executive Director
Edmonds Senior Center dba
Edmonds Waterfront Center
220 Railroad Ave
Edmonds, WA 98020
Dear Farrell:
First Financial
Northwest Bank
First Financial Northwest Bank (FFNWB) is pleased to provide you with this Term Sheet to assist with the
construction of the Edmonds Waterfront Center. The following terms and conditions are for proposal
purposes only and do not constitute any form of loan approval.
TYPE OF CREDIT: (a) Line of Credit
(b) Term Loan
BORROWER: Edmonds Senior Center
LOAN AMOUNT: Not to exceed $2,000,000
PURPOSE OF LOAN: To assist with the construction of the Edmonds Waterfront Center
COLLATERAL: Assignment of a Certificate of Deposit (CD) from the City of Edmonds
n-p-en.ed-at-FFN-W- -B for-the-loa-n-amo-u-nt
INTEREST RATE: The loan rate will be a 2.0% margin over the pledged CD rate from the
City of Edmonds. Any adjustment made to the term and rate of the
pledged CD, our Bank loan rate will continue to maintain a 2% margin.
TERM and AMORTIZATION: (a) Draws allowed on the line of credit until October 31, 2020.
(b) The loan balance at November 1, 2020 will be fully amortize over 7
years.
REPAYMENT: (a) Monthly Interest payable on the line of credit.
(b) Monthly principal and interest when the loan is termed out.
To coincide with the principal balance during the term out, the pledged
CD will step down proportionately to the loan principal balance
beginning with November 1, 2020 and annually thereafter.
LOAN FEE: 0.5% of loan amount
207 wells Avenue S. Renton, WA 98057 I PO Box 1.1.30 Renton, VIA 98067 j Tel 425.687.4600
Member
FDIC
I Toil -tree 866.372.1200 ; www.ffnwbxorn
12
i°r"r�'oeiz
r
a
Revised 8/24/15-hy/ss
Packet Pg. 47
2.1.g
Tta
First Financial
Northwest Bank
OTHER FEES: Other fees will include documentation and process of no more than
$1,500 and if our loan documents require outside counsel, these
attorney fees will be borne by the borrower.
COMPENSATING BALANCE
REQUIREMENT: It is customary for FFNWB to provide loan services to our depository
customers. City of Edmonds to bring in an additional $2MM in funds to
secure the loan.
In addition, Edmonds Senior Center to move all their operating bank
accounts to FFNWB.
FINANCIAL REPORTING: Borrower to provide audited financial statements on an annual basis
when completed.
OFFER EXPIRATION: March 31, 2020
This letter is not a commitment to lend funds, and shall not be construed as such. It is an initial outline
of rates, term and structure. First Financial Northwest Bank retains sole discretion to underwrite said
application in accordance with our guidelines and standards.
We appreciate the opportunity to make this proposal to you and hope it lays the foundation for a long �2
and mutually satisfactory relationship.
m
Sincerely, E
E
L
d
r.+
Y
m
Z
Michael C. Lum U-
U-
FVP-Commercial Banking Sales Manager r
First Financial Northwest Bank
m
E
cc. Dalen Harrison, Chief Banking Officer
..x
Daniel Hatch, Commercial Relationship Manager Q
207 Wells Avenue S. Renton, WA 98057 1 PO Box 1.1.30 Renton, WA 98067 I Tel 4MeiS37,4600
FDIC
Revised 8/24/15-hy/ss
Toil•I'me866.372A200 I vnvw.ffnwbtonn
EOwixounxo
LENDER
Packet Pg. 48
2.1.g
.,
First Financial
Northwest Bank
The Equal Credit Opportunity Act (ECOA) prohibits from discrimination against credit applicants on the
basis of race, color, religion, national origin, sex, marital status, age (provided the applicant has the
capacity to enter into a binding contract); because all or part of the applicant's income derives from any
public assistance program; or because the applicant has in good faith exercised any right under the
Consumer Credit Protection Act. The federal agency that administers compliance with this law
concerning this creditor is: FDIC Consumer Response Center 2345 Grand Boulevard, Suite 100 Kansas
City, MI 64108.
NOTICE: 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.
I/WE HEREBY ACCEPT THIS TERM SHEET AS OUTLINED.
Signature
Farrell Fleming
Signature
Date
Executive Director — Edmonds Senior Center
Date
Scott James Finance Director —City of Edmonds
207 Wells Avenue S- Renton. WA 98057 1 PO Box 1.1.30 Renton, WA 98057 i Tel 42 z.687,460 i I Toll -Free 866.372.1200 i wwwJfnwb,corra
Member
FDIC 101MLNMIBDERIMU
LEN
Revised 8/24/15-hy/ss
Packet Pg. 49
2.1.h
Cashmere Valley Bank
Term Sheet
(For Discussion Purposes Only)
February 27, 2020
Re: Edmonds Senior Center (the "Borrower")
Thank you for the opportunity to propose the following structure for the Edmonds Senior Center
loan. Cashmere Valley Bank (the "Bank") has outlined general terms below for discussion
purposes only. The following terms represent a cash -secured transaction between the Bank and
the Edmonds Senior Center with the security pledged by the City of Edmonds, Washington (the
"City"). The terms assume and depend on the scenario that the City is legally permitted under the
statutes of the Revised Code of Washington to provide collateral in support of the Edmonds Senior
Center loan. Material changes to the security of the loan would void the following terms. All
terms are subject to credit approval and do not constitute a commitment to lend money.
1. Borrower: Edmonds Senior Center
2. Amount: up to $2,000,000
3. Tax Status: Federally Taxable
4. Purpose: The proceeds of the Loan will be used to provide construction financing for
the Borrower's capital project.
5. Maturity: December 1, 2027
6. Loan Description:
a. Interest Rate: The Loan would have a fully floating variable rate of interest equal
to the Wall Street Journal Prime Rate. Currently, that rate would
equal 4.75%. If the Wall Street Journal were to cease publishing the
Prime Rate, a supplanting publisher or alternative rate index would
be assigned. Interest would accrue on the outstanding principal
balance of the Loan. Interest would accrue on the basis of actual
days elapsed in a 365 day year.
b. Terms: The Loan would mature on December 1, 2027. Interest on the Loan
would be payable quarterly on each March 1, June 1, September 1
and December 1, beginning September 1, 2020 through and
including the Maturity Date or date of prior prepayment of the Loan.
Principal on the Loan would be payable quarterly on each March 1,
June 1, September 1 and December 1, beginning March 1, 2021
through and including the Maturity Date or date of prior prepayment
of the Loan.
Packet Pg. 50
2.1.h
Edmonds Senior Center
TERM SHEET
c. Security: The Loan would be secured with time deposits provided by the City
in support of the Borrower's Loan. The Bank would require that the
City maintains deposits with the Bank in an amount greater than or
equal to the then outstanding principal balance of the Loan.
d. Draws: The Loan would either be funded upfront or by draws made on the
Loan facility. Draws could be made from the closing date of the
Loan to October 30, 2020. At the close of the draw period, the Bank
would provide the Borrower an amortization schedule reflecting all
outstanding principal at that time. Draws could be made on any
business day in an amount greater than or equal to $25,000. Draw
proceeds would be wire transferred for the Borrower's benefit. For
same day funding, draw requests would need to be received and
confirmed by 11:OOAM.
7. Transferability: The Bank would hold the Loan with no intent to sell or transfer
8. Call Option: Should the spread between the Loan's interest rate and the underlying
security be less than 1.00%, the Loan would be called and all principal and
accrued interest would be due and payable immediately.
9. Prepayment: The Borrower may choose to prepay the Loan in whole or in part at any
time without penalty. The Bank would prefer ten (10) days advance notice
of any prepayment. Partial prepayment would be first applied to
outstanding accrued interest with the balance applied to reduce principal.
After a partial prepayment, the debt service schedule would be recalculated
as mutually agreed upon, in writing, by the Borrower and the Bank to reflect
either a reduction in the semiannual payment amount, or the earlier maturity
date of the Loan. Within seven (7) business days of prepayment, the Bank
shall provide to the Borrower and City a recalculated debt schedule.
10. Fees: A Loan Draw administration fee of $1,000 would be taken as a discount to
the first draw. No other fees would be charged by the Bank. The Borrower
would be responsible for all other costs of issuing the Loan.
11. Additional Terms: The City would be required to provide satisfactory documentation
showing their ability to pledge funds as collateral for the Loan. The City
would be responsible for all costs of obtaining the documentation. The
Loan documents would be in the standard forms customarily required by
the Bank for commercial funding and would include additional terms and
conditions not discussed above. The Borrower would provide is annual
financial report to the Bank during the period the Loan is outstanding and
held by the Bank. At the date of closing of the Loan, the financial condition
and credit of the Borrower and all other features of this transaction would
be as represented to the Bank without material adverse change. In the event
of adverse material changes in the credit worthiness of the Borrower,
including litigation involving or claims filed against the Borrower, any
Packet Pg. 51
2.1.h
Edmonds Senior Center
TERM SHEET
future commitment would terminate upon notice by the Bank. Any future
commitment would be non -assignable by the Borrower.
12. Approval: If selected to provide the financing, the Bank would review the Borrower's
most recent 5-years of financial information as part of the credit approval
process. The estimated time between being selected and credit approval is
3 weeks. Prior to closing, the Bank would require documentation from the
City and its attorney satisfying the legal requirements to provide collateral
accounts in support of the Borrower's project and to open and maintain the
collateral accounts with the Bank.
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.
Respectfully,
CASHMERE VALLEY BANK
Authorized Representative:
Tom Brown
Vice President, Municipal Finance Manager
1400 112th Ave. SE, STE 100
Bellevue, WA 98004
(p) 425.688.3936
(f) 425.455.2494
tbrown@cvb.bank
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2.1.i
,S WaFd Bank
Pete Sullivan
Vice President
425 Pike Street
Seattle, WA 98101
206-626-8111
pete.sulllvan@wafd.com
February 27, 2020
Scott James
Finance Director
City of Edmonds
121 Sth Ave North
Edmonds, WA 98020
scott.iames@edmondswa.gov
Regarding: $2,000,000 Draw to Term Loan
Dear Mr. James:
We enclose a summary of terms and conditions outlining the proposed terms under which Washington
Federal Bank (WA Fed Bank) may extend credit to the Edmonds Senior Center & City of Edmonds.
Please note that this is not a commitment to lend.
WA Fed Bank appreciates the opportunity to provide our financing proposal. Please call Pete Sullivan at
206-626-8111 to discuss any questions or comments you may have regarding our proposal. We look
forward to working with you.
Sincerely,
A
Pete Sullivan
Vice President
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2.1.i
Edmonds Senior Center & City of Edmonds LS_
�Financing Proposal WaFd Bank
Parties to the Transaction:
BORROWER: Edmonds Senior Center & City of Edmonds (the "Borrower")
LENDER: Washington Federal Bank N.A. (the "Bank")
The Facility:
FACILITY: Draw to Term Loan (the "Credit Facility')
FACILITY AMOUNT: $2,000,000 (not to exceed)
CLOSING DATE: March 31, 2020 (estimated)
ADVANCES Advances under the Credit Facility during the Draw Period may be
requested on any banking day.
REPAYMENT/MATURITY: The Borrower must pay the Credit Facility in semi-annual payments of
accrued interest on June 1 and December 1, beginning 12/1/2020.
Draw Period
• The draw period is from Loan Closing to 12/1/2021.
• Principal payments are not required during the draw period
Term Loan Period
• The Term Loan Period is from 12/2/2021 to 12/1/2028.
• Principal payments on the Credit Facility shall be repaid
annually each year on December 1, beginning 12/1/2022.
The Credit Facility will mature, and all unpaid principal and interest will
be due and payable at maturity on December 1, 2028.
PREPAYMENT: The Borrower may prepay the Credit Facility at any time prior to
maturity with a prepayment fee. The prepayment fee shall be in an
amount sufficient to compensate the Bank for any loss incurred by it as
a result of the prepayment, including any loss arising from the
liquidation or reemployment of funds obtained by it to maintain the
funds used to purchase the Credit Facility.
INTEREST CALCULATION: All calculations of interest shall be made on a 30-day month and a 360-
day year.
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2.1.i
SECURITY: The Credit Facility will be cash secured equal to the Credit Facility
commitment level ($2 million), to be held at a Bank controlled account.
CONVERSION TO TERM LOAN: On 12/2/2021, the balance of the Credit Facility will automatically
convert to a 7 year fully amortizing term loan, provided the Borrower is
not in default.
Fees and Expenses:
BANK ORIGINATION FEE: $50,000
LEGAL COUNSEL FEE: $5,000 — Hillis, Clark, Martin & Peterson
Rates:
INTEREST RATE: This rate is set and locked till closing.
• This fixed interest rate will be from closing till 12/1/2028.
Option A
• Line of Credit Interest Rate: 3.12% (taxable)
• Annual Fee: $50,000 due annually on April 15t, starting 4/1/2021.
• CD Rate: 2.00% (reset annually at 100bps over the base rate)
Option B
• Line of Credit Interest Rate: 3.12% (taxable)
• Annual Fee: $25,000 due annually on April 15t, starting 4/1/2021.
• CD Rate: 1.00% (reset annually — this is the base rate)
Option C
• Line of Credit Interest Rate: 3.12% (taxable)
• Annual Fee: $5,000 due annually on April 1", starting 4/1/2021
• CD Rate: 0%
EXPIRATION: This proposal letter shall automatically expire on March 31, 2020.
Covenants and Financial Reporting Requirements:
COVENANTS: Usual and customary for transactions of this type.
REPORTING REQUIREMENTS: The Borrower shall provide the following information and statements in
form and content acceptable to the Bank:
(a) Within 270 days after the close of each financial year of the
Borrower, the complete audited financial statements of the
Borrower.
2
JA
EDMONDS
W�kerfronk Center
US WaFd Bank
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Description of Basic Terms and Conditions
DOCUMENTATION: Documentation will be usual and customary for transactions of this
type, including:
(a) A copy of the Resolution passed by the Council/Board authorizing
the issuance of the Credit Facility;
(b) A receipt of the original signed Note or Bond at closing;
(c) The resolution or financing/bond purchase agreement
("Agreement"), prepared by bond counsel and subject to approval
by Bank Counsel.
i. The Agreement will include, but is not limited to, the terms
and conditions outlined herein, as well as provisions that
are customary and standard with respect to conditions
precedent, representations and warranties, covenants,
events of default and remedies;
(d) An unqualified legal opinion of nationally recognized bond counsel,
in form and substance acceptable to Bank and its legal counsel that:
i. The resolution and all documents related to the Credit
Facility have been properly adopted, authorized and
executed; and
ii. The resolution and all documents related to the Credit
Facility constitute a legally binding obligation of the
Borrower and enforceable according to their terms (subject
to standard exceptions).
W. Opinion of counsel that the term portion of the loan under
the revolving line of credit option will be treated in parity
with all other senior lien holders at the time of conversion.
EVENTS OF DEFAULT: Usual and customary in transactions of this type including, without
limitation the following:
(a) Nonpayment of principal, interest, fees or other amounts; or a
(b) Failure to perform or observe covenants/reporting requirements set
forth in the loan documentation;
(c) The Borrower must maintain a debt rating of Al or comparable.
Description of the Process:
THE PROPOSAL: This summary of terms is not a commitment. It represents a willingness
on the part of the Bank to seek approval to provide the commitment
indicated herein and consummate a transaction based on the terms and
conditions outlined in the proposal and is subject to:
(a) Final credit approval (see "Credit Process" below),
(b) Such any due diligence as Bank may require, and
(c) Agreement as to all final terms and conditions and satisfactory
documentation thereof (including satisfactory legal opinions).
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JA
EDMONDS
W�kerfronk Center
US WaFd Bank
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CREDIT PROCESS: The credit process will take approximately 4-weeks from the point at
which the Bank is officially awarded the transaction and has in its
possession all materials necessary to undertake a full credit analysis.
Washington Federal is a Seattle based, FDIC insured financial institution
with total assets in excess of $16 billion. Washington Federal and
assigned contacts have specific experience in lending to governmental
issuers.
Contacts:
BANK: Washington Federal Bank N.A.
Pete Sullivan
425 Pike Street
Seattle, WA 98101
206-626-8111
pete.sullivan@wafd.com
BANK COUNSEL: Hillis Clark Martin & Peterson P.S.
Brandon Pond
999 Third Avenue, Suite 4600
Seattle, Washington 98104
206.470-7623
brandon.pond@hcmp.com
ement by the Borrower:
By signing below, the Borrower agrees to engage the Bank to provide
the Credit Facility pursuant to the terms and conditions stated in this
proposal, including the Borrower's responsibility for the Bank's legal
fees even if closing & funding does not occur.
Please evidence your agreement with the foregoing by signing and
returning a copy of this document to the Bank.
Accepted and Agreed to:
Edmonds Senior Center & City of Edmonds
Signature:
Printed Name:
EDMONDS
W�kerfronk Center
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Date:
US WaFd Bank
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2.1.i
Disclosure:
The transaction contemplated by this term sheet is an arm's length, commercial transaction between you and the
Bank, in which the Bank (i) is acting solely as a principal and for its own interest; (ii) is not acting as a municipal
advisor or financial advisor to you; (iii) has no fiduciary duty pursuant to Section 15B of the Securities Exchange Act
of 1934 to you with respect to the transaction contemplated hereby and the discussions, undertakings and
procedures leading thereto; and (iv) is not recommending that you take any action with respect to the transaction
contemplated by this term sheet, and before taking any action with respect to the contemplated transaction, you
should discuss the information contained herein with your own legal, accounting, tax, financial and other advisors,
as it deems appropriate.
The only obligations the Bank has to you with respect to the transaction contemplated hereby are set forth in this
term sheet. If you would like a municipal advisor in this transaction that has legal fiduciary duties to you, you are
free to engage a municipal advisor to serve in that capacity. This term sheet is provided to you pursuant to and in
reliance upon the "bank exemption" provided under the municipal advisor rule of the Securities and Exchange
Commission, Rule 15Ba1-1 etseq.
This Term Sheet is not a commitment to lend, either expressed or implied, and does not impose any obligation
on WA Fed. This Letter is merely a non -binding indication of interest in the referenced loan transaction. No oral
agreement, past or future action, or course of conduct in relation to the referenced loan transaction, except by
the mutual execution and delivery of the final loan agreement, will give rise to any obligation on the part of the
parties.
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.
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EDMONDS
'Neterkont Center
US WaFd Bank
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