HomeMy WebLinkAbout4625 Resolution - Boys Girls Club LeaseResolution – Restrictive Covenant/Leasehold Deed of Trust Contract 24-96647-200 - 1
RESOLUTION NO. 4625
A RESOLUTION OF THE CITY OF PASCO, WASHINGTON,
AUTHORIZING THE INTERIM CITY MANAGER TO SIGN AND EXECUTE
THE LEASEHOLD DEED OF TRUST AND RESTRICTIVE COVENANT FOR
CONTRACT NUMBER 24-96647-200.
WHEREAS, the City of Pasco has had a partnership with the Boys and Girls Club for over
20 years through the leasing of city-owned property to provide services for youth that benefit the
community; and
WHEREAS, the City of Pasco allocated $1.26 million of its $17.4 million in ARPA funds
to the renovation of the building that the Boys and Girls Club leases from the City; and
WHEREAS, the Boys and Girls Club was able to receive an additional $1.4 million from
the Washington State Legislature to accomplish the goal of fully renovating the City’s facility; and
WHEREAS, in order for the Boys and Girls Club to receive this additional funding, the
City of Pasco is required to execute documents as the Lessor and Owner of the building to ensure
the Washington State Department of Commerce requirements for receiving the grant are met.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF PASCO, WASHINGTON:
That the City Council of the City of Pasco approves the Restrictive Covenant between the
City of Pasco and Department of Commerce, Community Capital Facilities, for Contract Number
24-96647-200; and the Leasehold Deed of Trust for Grant Number 24-96647-200, copies of which
are attached hereto and incorporated herein by reference as Exhibit A.
Be It Further Resolved that the Interim City Manager of the City of Pasco, Washington,
is hereby authorized, empowered and directed to execute the Restrictive Covenant and the
Leasehold Deed of Trust on behalf of the City of Pasco.
Be It Further Resolved, that this Resolution shall take effect immediately.
Resolution – Restrictive Covenant/Leasehold Deed of Trust Contract 24-96647-200 - 2
PASSED by the City Council of the City of Pasco, Washington, on this 21st day of July,
APPROVED AS TO FORM:
___________________________
Kerr Ferguson Law, PLLC
2025.
_____________________________
Pete Serrano
Mayor
ATTEST:
_____________________________
Debra Barham, MMC
City Clerk City Attorneys
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When Recorded Return To:
The Washington State Department of Commerce
Local Government Division
1011 Plum Street, SE
Post Office Box 42525
Olympia, Washington 98504-2525
Local Community Projects
Attention: Real Estate Development and Services
____________________________________________________________________________________________
LEASEHOLD DEED OF TRUST
Lessee (Grantor): Boys & Girls Clubs of Benton and Franklin Counties
Lessor: City of Pasco
Beneficiary (Beneficiary): Department of Commerce, Community Capital Facilities
Grantee (Trustee): TitleOne
Legal Description (abbreviated): Portion of Old Emerson Elementary School Building located in Block 10, Stadium
Park Addition
Assessor’s Tax Parcel ID#: 555-099-037
Grant Number: 24-96647-200
THIS LEASEHOLD DEED OF TRUST (hereinafter called “Deed of Trust”) is made this __ day of
__________________, 2025, between Boys & Girls Clubs of Benton and Franklin Counties, a Washington Nonprofit
Corporation, whose mailing address is PO Box 1322, Pasco, WA 99301, as grantor under this Deed of Trust and lessee
under the lease described below ("Lessee"); TitleOne, whose mailing address is 1919 North Pittsburgh Street, Suite A,
Kennewick, Washington, 99336, as Trustee ("Trustee"); and the Washington State Department of Commerce,
Community Capital Facilities Unit or its successor agency, as Beneficiary ("Beneficiary"), whose address is 1011 Plum
Street SE, P.O. Box 42525, Olympia, Washington 98504-2525.
1.Grant. Lessee hereby irrevocably grants, bargains, conveys, and assigns to Trustee in trust, with right of
entry and possession as provided for herein, for the benefit of Beneficiary, all of Lessee’s interest in the following
described property in Franklin County, Washington:
That certain leasehold estate (hereinafter called "leasehold estate"), together with and including all right, title and interest
of Lessee therein, which said leasehold estate embraces and covers a portion of the real property hereinafter described,
situated, lying in the City of Pasco, County of Franklin, State of Washington, and is more particularly described as: The
leasehold estate created by that certain Lease Agreement (hereinafter called "Lease") dated April 22, 2024, executed by
and between City of Pasco, a Municipal Corporation, as Lessor (“Lessor”), and Boys & Girls Clubs of Benton and
Franklin Counties, a Washington Nonprofit Organization, as Lessee, pursuant to which a memorandum of lease was
recorded on _______________________________, 2025 under instrument number ____________________________,
and covers the following described property:
Exhibit A
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That portion of the Old Emerson Elementary School building located in Block 10, Stadium
Park Addition to Pasco, Franklin County, Washington, described as follows:
Commencing at the center line of 18th Avenue and Nixon Street; thence along the center line
of 18th Avenue North 37° 07' West a distance of 216.10 feet; thence South 75° 31' 07" East a
distance of 108.60 feet to the Southwest corner of said School Building and the TRUE POINT
OF BEGINNING; thence around the building foundation by the following dimensions and
right angles left or right:
Continuing South 75° 31' 07" East a distance of 76.1 feet to the Southeast corner; thence left
91.3 feet, left 17.3 feet, right 11.1 feet, right 5.6 feet, left 11.3 feet, right 35.0 feet, left 25.4 feet,
left 4.0 feet, right 59.4 feet, left 82.2 feet, right 9.1 feet, left 12.2 feet, right 12.1 feet to the most
Northeasterly corner of the Building; thence left 47.2 feet to the Northwest corner of the
Building; thence left 27.2 feet, left 13.5 feet, right 102.2 feet, left 32.7 feet, right 90.3 feet to the
said Southwest building corner and the true point of beginning.
TOGETHER WITH all right, title and interest of Lessee in and to all options to purchase, options of first refusal and
renewal options with respect to the Lease or said property or any portion thereof or any interest therein and in and to any
greater estate in said property (including the fee simple estate) as may be subsequently acquired by or release to Lessee.
TOGETHER WITH all interest, estate, or other claims, both in law or equity, which Lessee now has or may hereafter
acquire in said property.
1.1. The Lease shall not be materially modified or changed in any way without the written consent of
Beneficiary. Amendments to the Lease extending the term, renewing the Lease, increasing or decreasing the amount
of space leased under the Lease by up to 100 square feet, or allowing improvements to the space shall not be considered
material modifications requiring written consent of the Beneficiary.
1.2. Beneficiary shall be immediately furnished with all Notices of Default served by Lessor of the Lease
on Lessee.
1.3. In the event Lessee shall fail to make payment due on the Lease or to perform any term or covenant as
provided therein, in addition to any such default constituting a default under this Deed of Trust, Beneficiary may, at its
option, make the defaulted payments or perform the term or covenant and add the same to the amount due under this
Deed of Trust without waiving any of its rights under this Deed of Trust and the Note which it secures.
1.4. If both the Lessor's and the Lessee's estate under the Lease shall at any time become vested in one
owner, this Deed of Trust and the lien created hereby shall not be destroyed or terminated by the application of the
doctrine of merger, and in such event, Beneficiary shall continue to have and to enjoy all of the rights, title, interest and
privileges of Beneficiary as to the separate estates. In addition, foreclosure of said property shall not destroy or terminate
the Lease by application of the doctrine of merger or as a matter of law or as a result of foreclosure unless Beneficiary or
any purchaser at foreclosure sale shall so elect. In the event that Lessee shall, at any time prior to the payment in full of
all indebtedness secured by this Deed of Trust, acquire fee simple title to said property, such fee simple title shall not
merge with the leasehold estate encumbered by this Deed of Trust, but such fee simple title shall immediately, without
further action on the part of the Lessee, become subject to the lien hereof. In the event of such acquisition by Lessee,
Lessee agrees to execute and deliver to Beneficiary such further instruments, conveyances and assurances as Beneficiary
may reasonably require in order to further confirm and assure that the fee simple title so acquired by Grantor is subject
to the terms, provisions and lien of this Deed of trust. The provisions of this paragraph shall not apply in the event
Beneficiary acquires the fee of said property, except if Beneficiary shall so elect. Said property is not used for agricultural
or farming purposes.
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2. Obligations Secured. This deed is given for the purpose of securing payment in the amount of Eight
Hundred Fourteen Thousand Eight Hundred and 00/100 dollars ($814,800.00) payable by the Lessee to the Beneficiary
evidenced by a Promissory Note between Boys & Girls Clubs of Benton and Franklin Counties and the Washington State
Department of Commerce, of even date herewith, and Contract Number 24-96647-200 between Boys & Girls Clubs of
Benton and Franklin Counties and Washington State Department of Commerce, as now or hereafter amended
(“Contract”), and securing performance of each term and condition of said Contract and Promissory Note, together with
all future advances.
3. Protection of Security. To protect the security of this Deed of Trust, Lessee covenants and agrees:
3.1. To keep the leased property in good condition and repair; to permit no waste thereof; to diligently
pursue or complete any building, structure or improvement thereon which may be damaged or destroyed to the extent
required by the Lease or Contract; and to comply with all laws, ordinances, conditions and restrictions affecting the
property.
3.2. To keep its leasehold interest in the property free and clear of all other charges, liens, or encumbrances
impairing the security of this Deed of Trust.
3.3. To maintain a policy of property insurance for the leased property covering its supplies, inventory,
personal property, equipment, fixtures as well as all improvements, additions, and modifications to or in the leased
property, in an amount not less than the replacement cost thereof. Except as otherwise provided herein and in the Contract
the amount collected under any insurance policy may be applied upon any indebtedness hereby secured in such order, as
the Beneficiary shall determine, subject to the rights of any senior lien-holder.
3.4. To defend any action or proceeding purporting to affect the security hereof or the rights or powers of
Beneficiary or Trustee, and to pay all costs and expenses, including cost of title search and attorney's fees in a reasonable
amount, in any such proceeding, and in any suit brought by Beneficiary to foreclose this Deed of Trust.
3.5. To pay all costs, fees and expenses in connection with this Deed of Trust, including the expenses of
the Trustee incurred in enforcing the obligations secured hereby and Trustee's and attorney's fees actually incurred, as
provided by statute.
3.6. Should Lessee fail to pay when due any taxes, assessments, insurance premiums, liens, encumbrances
or other charges against its leasehold interest in the property when the same become due and payable, Beneficiary may,
but shall not be obligated, to pay the same, and the amount so paid shall be added to and become a part of the debt secured
by this Deed of Trust.
4. General Conditions. The parties hereto agree that:
4.1 In the event of any fire or other casualty to the leased property or eminent domain proceedings resulting
in condemnation of the leased property or any part thereof, and with Beneficiary’s approval which shall not be
unreasonably withheld, Lessee shall either (a) repair the premises subject to the leasehold estate and continue the tenancy
if permitted under the lease, or (b) use all available insurance or condemnation proceeds to continue providing the public
benefit contemplated under the Contract in a different location. In such an instance, insurance and/or condemnation
proceeds must be used in a manner that provides adequate security to the Beneficiary for repayment of the remaining
balance of the loan and performance of Lessee’s obligations under the Contract.
4.2. By accepting payment of any sum secured hereby after its due date, Beneficiary does not waive its
right to require prompt payment when due of all other sums so secured or to declare default for failure to so pay.
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4.3. The Trustee shall reconvey all or any part of the property covered by this Deed of Trust to the person
entitled thereto on written request of the Lessee and the Beneficiary, or upon satisfaction of the obligations secured and
written request for reconveyance made by the Beneficiary or the person entitled thereto.
4.4. Default Remedies. Upon default by Lessee of its obligations secured hereby without timely cure and
after written notice of thirty (30) days, all sums secured hereby shall immediately become due and payable. In such event
and upon written notice of Beneficiary, Lessee’s leasehold interest in the property may be automatically assigned to
Trustee for the benefit of Beneficiary and Lessee agrees that Trustee may take any action on behalf of the Lessee for the
benefit of the Beneficiary (with right of entry onto the leased premises) to keep, observe, or perform an such terms,
covenants, provisions, or agreements and to enter into the leased premises (after reasonable advance notice to Lessee)
and take all such action thereon as may be reasonably necessary therefore, with all rights to use, assign, or sublet the
leasehold premises allowed under the terms of the then-current Lease.
4.5. Beneficiary may at any time appoint or discharge the Trustee.
4.6. This Deed of Trust applies to, inures to the benefit of, and binds all parties hereto and their successors
and assigns. The terms "Lessee," “Lessor,” "Trustee," and "Beneficiary" include their successors and assigns.
5. Acceleration. Except as otherwise provided for in the Contract, if without Beneficiary's prior written
consent, all or any part of Lessee’s interest in the property is assigned, conveyed, transferred, encumbered, or the leased
property is not used as required by the Contract between Beneficiary and Lessee, Beneficiary may, at its option, require
immediate payment in full of all sums secured by this Deed of Trust. However, this option shall not be exercised by
Beneficiary if exercise is prohibited by federal law as of the date of this Deed of Trust. If Beneficiary exercises this
option, Beneficiary shall give Lessee notice of acceleration. The notice shall provide a period of not less than thirty (30)
days from the date the notice is delivered or mailed within which Lessee must pay all sums secured by this Deed of Trust.
If Lessee fails to pay these sums prior to the expiration of this period, Beneficiary may invoke any remedies permitted
by this Deed of Trust without further notice or demand on Lessee.
[SIGNATURE AND NOTARY PAGES FOLLOW]
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IN WITNESS HEREOF, Boys & Girls Clubs of Benton and Franklin Counties has executed this Deed of Trust on
the ___ day of _________________, 2025.
Boys & Girls Clubs of Benton and Franklin Counties,
a Washington Nonprofit Corporation
By:
Printed Name:
Title:
STATE OF WASHINGTON )
) ss.
COUNTY OF FRANKLIN )
I certify that I know or have satisfactory evidence that _______________________________ is the person who
appeared before me, and said person acknowledged that they signed this instrument, on oath stated that they were
authorized to execute the instrument and acknowledged it as the ____________________________ of Boys & Girls
Clubs of Benton and Franklin Counties, a Washington Nonprofit Corporation, to be the free and voluntary act and deed
of such party for the uses and purposes mentioned in the instrument.
DATED:______________________________________
(Seal or Stamp)
(Signature of Notary)
(Legibly Print or Stamp Name of Notary)
NOTARY PUBLIC in and for the state of Washington
My Commission Expires:
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CONSENTED TO BY LESSOR:
City of Pasco,
a Washington Municipal Corporation
By:
Printed Name:
Title:
STATE OF WASHINGTON )
) ss.
COUNTY OF FRANKLIN )
I certify that I know or have satisfactory evidence that _____________________________ is the person who
appeared before me, and said person acknowledged that they signed this instrument, on oath stated that they were
authorized to execute the instrument and acknowledged it as the __________________________ of City of Pasco, a
Washington Municipal Corporation, to be the free and voluntary act and deed of such party for the uses and purposes
mentioned in the instrument.
DATED:______________________________________
(Seal or Stamp)
(Signature of Notary)
(Legibly Print or Stamp Name of Notary)
NOTARY PUBLIC in and for the state of Washington
My Commission Expires:
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REQUEST FOR FULL RECONVEYANCE
TO BE USED ONLY WHEN ALL OBLIGATIONS HAVE BEEN PAID AND ALL
DUTIES PERFORMED UNDER THIS DEED OF TRUST.
TO: TRUSTEE:
The undersigned as the party entitled to the performance, benefits, duties, and payments under Contract 24-96647-
200 between Grantor and Beneficiary, which is secured by this Deed of Trust and other legal documents.
The obligations thus secured have been fully paid, duties performed and satisfied, and you are hereby requested and
directed, on payment to you of any sums owing to you under the terms of said Deed of Trust, including Contingent
Interest, to cancel evidence of indebtedness secured by said Deed of Trust delivered to you with said Deed of Trust,
and to reconvey, without warranty, to the parties designated by the terms of said Deed of Trust, all the estate now
held by you hereunder.
_____________________________________
Dated
_____________________________________
Name
_____________________________________
Title
1
When Recorded Return To:
The Washington State Department of Commerce
Local Government Division
1011 Plum Street, SE
Post Office Box 42525
Olympia, Washington 98504-2525
Local Community Projects
Attention: Real Estate Development and Services
______________________________________________________________________________________
RESTRICTIVE COVENANT
Grantor: City of Pasco
Grantee: Department of Commerce, Community Capital Facilities
Legal Description (abbreviated): Portion of Old Emerson Elementary School Building located in Block 10, Stadium
Park Addition
Assessor’s Tax Parcel ID#: 555-099-037
Contract Number: 24-96647-200
This Restrictive Covenant is made this __ day of _____________, 2025, by City of Pasco, a Washington Municipal
Corporation, ("Grantor") and is part of the consideration for the financial assistance provided to Boys & Girls Clubs of
Benton and Franklin Counties by the Washington State Department of Commerce ("Department"), pursuant to
Contract Number 24-96647-200, for a portion of the real property (the “Property”) addressed as 801 North 18th Avenue,
Pasco, Washington 99301 which is legally described as follows:
That portion of the Old Emerson Elementary School building located in Block 10, Stadium
Park Addition to Pasco, Franklin County, Washington, described as follows:
Commencing at the center line of 18th Avenue and Nixon Street; thence along the center line
of 18th Avenue North 37° 07' West a distance of 216.10 feet; thence South 75° 31' 07" East a
distance of 108.60 feet to the Southwest corner of said School Building and the TRUE POINT
OF BEGINNING; thence around the building foundation by the following dimensions and
right angles left or right:
Continuing South 75° 31' 07" East a distance of 76.1 feet to the Southeast corner; thence left
91.3 feet, left 17.3 feet, right 11.1 feet, right 5.6 feet, left 11.3 feet, right 35.0 feet, left 25.4 feet,
left 4.0 feet, right 59.4 feet, left 82.2 feet, right 9.1 feet, left 12.2 feet, right 12.1 feet to the most
Northeasterly corner of the Building; thence left 47.2 feet to the Northwest corner of the
Building; thence left 27.2 feet, left 13.5 feet, right 102.2 feet, left 32.7 feet, right 90.3 feet to the
said Southwest building corner and the true point of beginning.
This Covenant will be filed and recorded in the official public land records of Franklin County, Washington, and shall
constitute a restriction upon the use of the Property and is construed as running with the land, which shall pass to and be
binding upon the Grantor and any successors, assigns, heirs, grantees, or lessees of the Property, commencing upon the
date specified in Commerce contract number 24-96647-200 and ending ten (10) years from said date. Each and every
contract, deed, or other instrument covering or conveying the Property, or any portion thereof, shall be conclusively held
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to have been executed, delivered, and accepted subject to such covenants, regardless of whether such covenants are set
forth in such contract, deed, or other instruments.
NOW, THEREFORE, it is hereby covenanted, as follows:
Grantor its successors and/or assigns for the period as stated above shall provide, on the herein described real property,
a Boys & Girls Club for youth that benefits the community, as specified in Commerce contract number 24-96647-200.
The Grantor shall require that all operators, tenants, or lessees comply with all State and local codes, licensing
requirements, and other requirements regarding the condition of the structure and the operation of the project in the
jurisdiction in which the facility is located.
The Grantor will keep any records and make any reports relating to compliance with this covenant that the Department
may reasonably require.
DEFAULT: If a violation of this Covenant occurs, the Department (or its successor agency) may, after thirty (30) days’
notice and opportunity to cure the violation, which cure may be effected by the Grantor and/or its Investor Member (as
defined in the Contract), institute and prosecute any proceeding at law or equity to abate, default the loan, prevent, or
enjoin any such violation or to compel specific performance by the Grantor of its obligations hereunder; provided that,
the Grantor shall not be required by any provision herein to evict a residential tenant. No delay in enforcing the provisions
hereof as to any breach or violation shall impair, damage, or waive the right of any party entitled to enforce the provisions
hereof or to obtain relief against or recover for the continuation or repetition of such breach or violations or any similar
breach or violation hereof at any later time.
The Department agrees to execute a Release of Restrictive Covenant at the conclusion of the ten-year period and will not
unreasonably withhold appropriate signatures on such a release.
[SIGNATURE AND NOTARY PAGE FOLLOWS]
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IN WITNESS HEREOF, City of Pasco has executed this Covenant on the ___ day of ____________________, 2025.
City of Pasco,
a Washington Municipal Corporation
By:
Printed Name:
Title:
STATE OF WASHINGTON )
) ss.
COUNTY OF FRANKLIN )
On this day personally appeared before me _________________________________ known to be the
_________________________________ of City of Pasco, a Washington Municipal Corporation, the entity that
executed the within instrument and acknowledged the said instrument to be the free and voluntary act and deed of said
entity for the uses and purposes therein mentioned and on oath stated that s/he was authorized to execute the same.
DATED:_______________________________________
(Seal or Stamp)
(Signature of Notary)
(Legibly Print or Stamp Name of Notary)
NOTARY PUBLIC in and for the state of Washington
My Commission Expires: