HomeMy WebLinkAbout1543RESOLUTION NO. /5'f3
A RESOLUTION of the City Council of the
City of Kent, Washington, relating to the Kent
Downtown Market Public Development Authority,
approving the terms and conditions of the construction
loan for the redevelopment of the Lumberman's Barn
site, approving the City's guarantee of the loan,
authorizing an Assignment of Rents provision in favor
of the lender under the loan, and authorizing the City's
Director of Operations to sign the loan documents on
behalf ofthe City.
WHEREAS, the Kent City Council created the Kent Downtown Public
Market Development Authority ("PDA") by its Ordinance No. 3396; and
WHEREAS, the City of Kent created the PDA to provide a new
location for the Kent Downtown Market by redeveloping the old Lumberman Bam
site on Railroad Avenue; and
WHEREAS, in order to accomplish the redevelopment of the site, the
City granted the PDA its ownership interest in the Lumberman Barn site, along with
the remaining budgeted funds dedicated for this project, and further declared its
intention to guarantee any loan obtained by the PDA to reconstruct or redevelop the
barn on the site if the City approved the terms and conditions ofthe loan; and
WHEREAS, after creating the PDA, the City entered into a
Development and Use Agreement with the PDA relating to the renovation,
development, and subsequent leasing of that site; and
1 Kent Downtown Public Market
Development Authority-Loan Authorization
WHEREAS, under the Development and Use Agreement, the City also
guaranteed the loan to be obtained by the PDA in order to reconstruct the site; and
WHEREAS, on March 2, 1999, the City reaffirmed its promise to
guarantee the PDA loan by its Resolution No. 1527; and
WHEREAS, the PDA has now obtained a lender for the project, U.S.
Bank National Association, which has prepared the necessary documents, attached and
incorporated as Exhibit A, to finalize the loan transaction between the lender and
PDA; and
WHEREAS, in order to finalize this loan transaction, the lender has
asked the City to: (1) approve the terms and conditions of the loan, (2) approve the
City's guarantee of the loan, (3) approve the PDA's granting of Assignment of Rents
(as allowed under certain limited conditions established in the loan document), and (4)
authorize the City's Director of Operations, J. Brent McFall, to sign all documents
necessary to complete the loan transaction on behalf of the City; NOW,
THEREFORE,
THE CITY COUNCIL OF THE CITY OF KENT, WASHINGTON
DOES HEREBY RESOLVE AS FOLLOWS:
SECTION 1. Pursuant to its motions, ordinance, resolutions, and
agreement to establish and develop the Kent Downtown Public Market Development
Authority for the purpose of developing a new site for the Kent Downtown Market,
the City of Kent authorizes the following:
1. The terms and conditions of the construction loan proposed for
issuance from U.S. Bank National Association are approved;
2. The loan guarantee referenced in the loan documents, and
previously established by resolution, ordinance, and agreement, is approved;
2 Kent Downtown Public Market
Development Authority -Loan Authorization
3. The Assignment of Rents provision established under the loan
documents, as limited by the terms and conditions of those documents, is approved;
and
4. The City's Director of Operations, J. Brent McFall, is given the
authority to sign any and all documents necessary to complete the loan transaction on
behalf of the City:
SECTION 2. Severability. If any section, subsection, paragraph,
sentence, clause, or phrase of this resolution is declared unconstitutional or invalid for
any reason, such decision shall not affect the validity of the remaining portions of this
resolution.
SECTION 3. Effective Date. This resolution shall take effect and be
in force immediately upon its passage.
PASS ED at a regular open public meeting by the City Council of the City
of Kent, Washington, this /lit day of J<l.N'I.L< , 1999.
CONCURRED in by the Mayor of the City of Kent this cJ ..J day of
-,->j(k""'-'4"'~£,..c.-t ___ , 1999. u
ATTEST:
(Ofl-.ROGER A. LUBOVICH, CITY ATTORNEY ....--
3 Kent Downtown Public Market
Development Authority -Loan Authorization
I hereby certify that this is a true and correct copy of Resol~n No.
J.51.J.3 passed by the City Council of the City of Kent, Washington, the J day
of rJ.,41 ,, , 1999.
~ITYCLERK, J>U\fl)'
P:\Civii\Resolutionlcable access.doc J)o.() A) fl ..SWA k)
4 Kent Downtown Public Market
Development Authority-Loan Authorization
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REnJRN ADDRESS:
U.S. Bel* lllllona AeeociiiiiDn
c.m.cllll LOin Service WMt
P~.BOXS3GI
Portland, OR 17221-1301
CLS
ASSIGNMENT OF RENTS
Reference # ~f applicablel: 79Z::Q6()870823Q
Grantor(s):
1. City of Kent
Grantee(s)/Asslgnee/Beneflclary:
U.S. Bank NatJonal Association, Beneficiary
U.S. BANK TRUST COMPANY, National Association, Trustee
Legal Description: LCb 8 through 12. inclusive, Block 16
Assessor's Tax ParceiiDI: 91Zi6Q 1470'
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Additional on page 2
THIS ASSIGNMENT OF liU!NTS IS DATED APRL· ir •. iiea. betwaen City of Kent. whoaa
addreaa Ia 220 4th Avenue Sauth, Kent, WA iWt .• ·waahlngtan municipal ~ndlon
(referred to below as "Grantor .. ); and· U.$~ Banic Nllllonll AMocldon, whou addreu Ia
655 W Smith Street, Kent, WA .98032 (refetrad to below • "Lender"). .
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ASSIGNMENT. Far valuable consideration, Grantor assigns, grants a continuing security
interest in, and conveys to Lender all of Grantor's right, title, and interest in and to the
Rents from the following described Property located in King County, State of Washington:
Lots 6 through 12, Inclusive, Black 16, Washington Central Improvement
Company's First Addition to Kenft according to the plat thereof, recorded in
Volume 3 of Plats, Page 97, in King County, Washington; EXCEPT the Southerly 15
feet of said Lot 6; TOGETHER WITH an easement for ingress and egress over the
South 6 feet of Lot 13, Block 16 of said Plat.
The Real Property or its address is commonly known as 206 RaUroad Avenue North. Kent.
WA 98032. The Real Property tax identification number is 917960 1470.
DEFINITIONS. The following words shall have the foUowing meanings when used in this Assignment. Terms not
otherwise defined in this Assignment shall have the meanings attributed to such terms In the Uniform Commercial Code .
AU references to dollar amourrts shall mean amounts In laWful money of the United States of America.
Assignment. The word "ASSignrnent" means this Assignment of Rents between Grantor and Lender, and Includes
without limitation all assignmems and security interest provisions relating to the Rents.
Borrower. The word "'Borrower" means Kent Downtown PubriC Market Development Authori1y.
Event of Oefault. The words "Event of Defautr mean and include without limitation any of the Events of Default set
forth below in the section titled "Events of DefauH. •
Grantor. The word •Grantor'' means any and aU per:sons and entities executing this Assignment, including without
limitation all Grantors named above. Any Grantor who signs Ulis Assignment, but does not sig11 ttte Note, is signing
this Assignment only to grant and convey that Grp.ntor's interest in the Real Properiy and .to grant a security interest i11
Grantor's interest in the Rents and Personal Property to Lender and is not personally liable under the Note except as
otherwise provided by contract or law. . . ~~ -Indebtedness. The word ~Indebtedness~ means all principal and intereSt payable under the Note and any amounts
expended or adVal'leed by Lender to discharge obQsations ·ot:.Granior; or expenses inctll'Ted by Lender to enforce
obligations of Grantor under thls Assignment. tog~ther.with 1~· on such amounts as provided in this Assignment
Lender. The word 't.ender"' means U.S. Bank Nslioftar Association. its successcirs and assigns.
Note. The word "Nate• means the promissory not~oi' credit agreemem dated Apnl Z/, 1999, in the original
prin'cipa1 amount of $7QO,OOO.OO from Borrower to Lender, together Wtlh an renewals of, extensions of,
modifications of, reflnancings:o'r;"9~nstllidat!ons of, and substitutions for the promissocy note or agreemE!nt.
Property. The word "Property" means the real property, and all Improvements thereon, described above In the
• Assignment" section.
Real Property. The words "Real Property" msan the property, interests and righis described abow in the ·Property
Oeflnltlon• section. •
Related Documents. The words "Related Documents" mean and Include without RmHaUon all promissory notes,
crecfrt agreements.. loan agreements, environmental agreements. guaranties, security agreements, mortgages, deeds
of trust, and all other instnJments, agreements and documents. whether now or hereafter exls11ng, executed In
connection with the Indebtedness •. _,
Rents. The word "'Rents~ means all rents. revenues, income, issues, profits and prcc:eeds from Ule Property, whether
due now or later, including without limitation aD Ren1s. under ~ain lease with Kent Downtown Partnership which
was made on the following term/ and conditions~f{L
DateofLease: 5/la/~f Je_ ~
Lease Terms: A 10 year term with the o n to nd the term for 4 adcfrtional consecutive terms of 5 years.
Rental Amount(s): Monthly payments o $6,500.00 on the 1Oth day of each calendar month of the lease term.
Tenant's Address: 604 West Meeker, Suite 204, Kent, W.A 98032
THIS ASSIGNMENT IS GIVEN TO SECURE {1) PAYMENT OF THE INDEBTEONESS AND (2) PERFORMANCE OF
ANY AND ALL OBLIGATIONS OF GRANTOR AND BORROWER UNDER THE NOTE, THIS ASSIGNMENT, AND THE
RELATED DOCUMENTS. THIS ASSIGNMENT IS GIVEN ANO ACCEPTED ON THE FOU.OWING TERMS:
GRANTOR'S wAIVERS. Grantor waives all rights or defenses arising by reason of any "one action· or ·anti-deficiency•
law, or any other Jaw which may prevent Lender from bringing any action against Grantor. including a claim for deficiency
to the extent Lender is otherwise entitled loa claim for deficiency, before or after Lender's commencement or completion
of a11y foreclosure action, either judicially or by exercise of a power of sale. ·
GRANTOR'S REPRESENTATIONS AND WARRANTIES. Grantor warrants that (a) this Assignment is executed at
Borrower's request and not at the request of Lender; (b) Grantor has the full power. right, and authority to enter Into this
Assignment and to hypothecate the Property; (c) the provisions of this ASSignment do not conflict with, or result In a
default under any agreement or other instrument binding upon Grantor and do not result In a violation of any law,
regulation. court decree or order applicable to Grantor; (d) Grantor has established adeauate means of obtainina from
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Grantor represents and warrants to Lender that:
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OWnership. Grantor Is entitled to receive the Rents tree and clear of all rights. loans, liens, enct.lmbrances, and
claims except as disclosed to and accepted by Lender in writing.
Right to Assign. Grantor ~ the ftJII right, power, and authority to enter into this Assignment and to assign and
convey the Renls to Lender.
No Prier Assignment. Grantor has not previously assigned or conveyed the Rents to any other person by any
instrument now in force.
No Further Transfer. Grantor will not sell, assign, encumber, or otherwise dispose of any of Grantor's rights in the
Rents except as prC'olided in this Agreement.
LENDER'S RIGHT TO COLLECT RENTS. Lender shalf have the right at any time, and even though no default shall have
occurred under this Assignment, to coHect and receive the Rents. For this purpose, Lender is hereby given and granted
the following rights, pOWet$ and Quthority:
NoUce to Tenants. Lender may send notices to any and all tenants of the Properly advising them of this Assignment
and directing all Rents to be paid directly to Lender or Lender's agent.
Enter the Property. Lender may enter upon and take possession of the Property; dell18J'Id, collect and rec:elve from
the tenants or from any other persons liable therefor, all of the Rents; institute and carry on all legal proceedings
necessary for the protection of the Properly, including such prcceedlngs as may be necessary to. recover possession
of the Property; collect the Rents and remove any tenant or tenants or other persons from the Property.
Maintain the Property. Lender may enter upon the Property to maintain the Property and keep the same in repair;
to pay the cos1s thereof and of aH services of all emplOyees. Including their equipment. and of all continuing casts and
expenses of maintaining the Property in proper repair and condition, and also to pay all taxes. assessments and
water Utilities. and the premiums on fire and other insurance effected by Lender 0t1 the Properly.
Compliance With LaWs. Lender may do any and all things to execute and ccmply with the laws of the State of
Washington and also all other laws, rules, orders. ordinances and re(IUiremenls of aU other governmental agencies
affaeting the Property.
Lease the Property. Lender may rent or lease the whole or any part of the Property for such term or terms and 01'1
such concfrtions as Lender may deem approprlal'e. ·
Employ Agents. Lender may engage such agent or agents as Lender may deem appropriate, ·either in Lender's
name or in Grantor's name, to rent and manage the Property, in~udffl9~~e collection and-application of Rents.
Other Acts. Lender may do all such ether things and a~:-Mtt{ iespect to the Prop-erty as Lender may deem
appropriate and may act exclusively and solely fn the"·pla~::i~;l'}d'-stead of Grantor and to have all of the powers of
Grantor for the purposes stated.abcve. , ... -
No Requirement to Act. Lender s~all not be required to do any of the foregoing acts or things, and the feet that
Lender shan have perfonned one or mOC'S of,the foregoing acts or things shall not require Lender to do any other
specific QCt or thing. . .:::'-, ..;, •· ' · · .. ~-..
APPLICATION OF RENTS. All c~is· and eXpenses Incurred by Lender in connection with the Property shall be for
Grantor and Borrower's account and Lender may pay such costs and expenses from the Re'nts. Lender, in Its sole
discretion, shall determine the application of any and all Rents received by it; however, any such Rents received by Lender
which are not applied to such costs and expenses shall be applied to the Indebtedness. All expencfrtures made by Lender
under this Assignment and not reimbursed from the Ren1s shall become a part of the Indebtedness secured by this
-Assignment, and shalf be payable on demand. with interest at the Note rate from date of expenditure unbl paid.
Fl.LL PERFORMANCE. If Grantor pays all of the Indebtedness when due and otherwise performs aD the ob~gations
Imposed upon Grantor under this Assignment. the Note, and the Related Documents, Lender shall execute and deliver to
Grantor a suitable satlsf.actlon of this Assignment and suitable statements of termiMtion of any financing statement on file
evidei'1Cing Lender's security interest in the Rents and the Property. Any termination fee required by law shall be paid by
Grantor. if permitted by applicable. law. ,
EXPENDITURES BY LENDER. If Grantor falls to comply with any provision of this Assignment, or if any action or
proceeding is commenced that would materially affect Lender's interesis in the Property, Lender on Grantor's behalf may,
bul shalf not be reQuired to, take any action that Lender deems appropriate. Any amount that Lender expends in so doing
will bear Interest at the rate provided for in the Note from the date incurred or paid by Lender to the dale of repayment by
Grantor. All such expenses, at Lander's option, will (a) be payable on demand, (b) be added to the balance of the Note
and be apportlol'led among and be payable with any installment payments to become due during either (i) the term of any
appf~eable insurance policy or (II) the remaining term of the Note, or (c) be treated as a balloon payment which will be
due and payable at the Note's maturity. Tl'lls Assignment also wm secure payment of these amounts. The rights provided
for In this paragraph shall be in adcfrtion to any other rights or any remedies to Which Lender may be entitled on account of
the default. Any such action by Lender shan not be construed as curing the default so as to bar Lender from any remedy
that it otherwise would have had. ·
DEFAULT. Each of the following, at the option of Lender, shall constitute an event of default ("Event of Default'1 under this
Assignment:
Default on Indebtedness. Failure of Borrower to make arty payment when due on the ln~tedness.
Compliance Default. Failure of Grantor or Borrower to comply with any other term, obligation, covenant or condition
contained in this Assignment, the Note or In any of the Related Documents.
False statements. Anv warrantv. reoresentatlon or statement made or furnished to Lender bv or on behalf of
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~orrower on a contJn~.n~ :las~ 1ntonn.at'H .~.;.J,•1.·r. 6orrower's h11MCIS.I conolllon, ano (e) Lende: haS mao" nc
rapt11S8ntaUon to Grantor about Borrower (including without ~mllalion the crecfrtworthiness of Borrower).
BORROWER'S WAIVERS ANI 'SPONSIBIUTIES. Lander I'IQQd not tall Bcrr0w8r. 1 any action br Inaction Lander
1akes In ccMeCtlon wtth this As:.-vnmenl Borrower assumes the rasponslblllty for bein11 .&nd keeping lnforliti¥ ibout the
Property. Borrower waives any defenses that may arise beca\ISe of any action or Inaction of Lender, ~ without
Umllatlon any failure of Lender to realize upon the Property, or any delay by Lender In rearl2ing upon thi "Property.
Borrow.r agrees to remain Uable under the Note with Lender no matter whal action Lender takes or falls to take under this
Asslgnrnenl
PAYMENT AND PERFORMANCE. Exoepl u othei'WIM provided in this Assignment or any FWat.d DGGument, Grantor
shd pay 10 Lender an amounts secured by m11 ASSignment as Ule)' beCOme due, and shal strictly per10nn d of Gtantor's
obllgallons under this ASSignment. Unless and unll Lander 8ICIII'CiMs Its right to colect the Rents as ptalllded below and
so long as thenl Is no default under this Assignment, Grantor may remain In possession and control of and operate and
manage the Properly and collect the AeniS, provided that the granting of the right to collect the Rents shd not constitute
Lender's consent to the use of cash collateral In a bankruptcy prooeeding.
GRANTOR'S REPRI:SeNTATIONS AND WARRANTIES WITH RESPECT TO THE RENTS. Wrth taPt1Ct to the Rents,
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as to the vddity or rusonableness of the claim which Is the basis of the fcnciOSUN or forefeitura proceadlng,
provided that Grantor giws Lender written notice of such claim and fUrnishes resii'V8S or a surety bond for the claim
satisfactory to Lander.
Events Aftecting Guanntor. Any of tha preeadlng events occurs wtth rapect to any Guarantor of any of the
lndlbleclness or any Guarantor dies or becomes Incompetent, or revokes or disputes the validity of, or liability under,
anv Guar.nly Of the lndlbledness.
Adverse cnange. A material advetSe cha"9e occurs In Borrower's financial cond1Uon. or Lender believes the
prospect of payment or performance of the Indebtedness Is impaired-
Insecurity. Lender In good faith deems Itself Insecure.
RIGHTS AND REMEDIES ON D!FAU. T. Upon the occurrence of any Event of Default and at any time thereafter, Lander
may exercise any one or more of the folloWing rights and remedies, In addition to any other rights or remedies provided by
law.
Accelerate Indebtedness. Lander shall have the right at Its option without notice to Borrowllf' to declare tha entire
Indebtedness Immediately due and payable, Including any prepayment penalty which Borrower would be required to
pay.
Coiled Rents. Lander shal have the right, without nob to Grantor or Barrower, to take possession of the Property
and collect the Rents, Inducing amounts put due and uf1)ald, and apply the net proceeds. over and above Landal's
costs, against the lndebtec:lnus. In fu·rtherance of this tight, L.endar shall have al the rights provict.d for In the
Lender's Algl'lt to Collect Seeton, above. If tht Aenls are CCIIIeotecl by Lender, then Grantor ltrevocably designates
Lender as Grantor's attomey.4n-fact to endor1e Instrument~ reoeiYtd In payment thereof In the name of Granter and
to negotiate the same and collect the proceedS. Payments bY tenants or other users to Lender In response to
Lender's demand shaD satisfy the obligations for which the paymenls are made, whether or not any proper grounds
for the demand existed. Lender may exercise Its rights under this subparagraph either In person. by agent. or
through a receiver.
Appoint Receiver. lender shall ha .... the right to ha~ 1 ,.,..,., appointed to take possealon of all or any pari of
the Property, with the powar to protect and preserve the Property, to operate the Properly precedln; foreclosure or
sale, and to collect the Rents from the Property and apply lhe ptoceecls, over and above the cost of the receivership,
against the Indebtedness. The recelwr rnay'sarve wttflout bond If permitted by law. Lendal's right to the
eppointment of a receNer shall exist whether or not the apparent value of ltMI Property .xceeds the Indebtedness by
a substantial amount. Employment by Lender shall not dllqudfy a ~n from set'oling as a n=celver.
other Remedies. Lander shal have all other rl;h1s and ren.-~_;pro...ijded in this Assignment or the Note or by law •
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Waiver; IEiedlon of Remedies. A waiver by any party Gf;~"bieach of a provision of this Allalgnment shaD not
constitute a waiver of cr prejudice the party's righlsaOflwwille.la demand strict compliance with lhat provision ot any
other provision. Election by lancler .to pursue any 1'8(Mdy sl'ld not ucluda pursuit of any othar remedy, and an
election to make exp"endituru or Ia~ action to perform an obiQatlon of Grantor or Borrower under this ASSignment
after failure of Grantor or B~r-to perfom shall not affect Lander's right to declare a default and exercise its
remedies under this Assignment.· .. "'~ ·
Attorneys• Fees; EXpenses. · It Lender institutes any $&Jit or acHon to enforce any at the terms of· this ASSignment,
Linder shall be entftlld to recover such sum as t11e cou1 may ad)lldge reuonable as altomeys' fees at trial and on
any apl)eal Whether or not any court acllon Is Involved, al NaSOnable 11:P1f1S*S lncvrred by LAnder that In Lender's
opinion are necessary at any tltM for the protacllon of 1ts ~ or the enfarcement of Its rights shaD become a part
ot the Indebtedness payable on demand and shd belr 1nt1rat from the dale of expenditure untl repaid at the rate
provided ror In the Note. Elcpenses cCMnd by this pngr~ph Include. without llmltatl0t1, however subject to any
limits under applicable law, Lander's atlorneys' fees and Lender's legal expense~ whether or not there Is a lawsuit.
including attorneys' fees for bankruptcy proceec:llngs (Inducing elfol1s to ·modify or vacate any automatic stay or
Injunction), appeals and any an~tad post-judgment coleclon servic:IS, the cost of seatehing records, obtaining
title reports {Including fcnlcla.una reports), surwyors' ..-potts, and appraisal f .... and title insurance, to the extent
permitted by appllcabl~ taw. -Borrower also wiD pay any court costs, In addition to an other sums provided by law.
MtSC!!l.LANl!OUS PROVISIONS. The following rniscallaneous pro\lisions are a part of this Assignment:
Amendments. This Assignment, together. with any Related Documents, constitutes the enfn undetstanding and
agreement of tl'le partiel as to the matters set forth In this Aplgnmanl No alteration of or amendment to this
Assignment shaU be effective unless given in writing and signed by the party or parties sought to be charged or
bound by tl'le alteration or amendment.
Applicable LaW. ThiS ASSignment ha been Clelvved to lAnder and accepted by Lender In the state of
Washington. Subject to the provisions on artlltralon, this Alllgnmtnt lhall be governed by and constrUed In
aa::ordance wl1h lhe IIIWa of the Slide Of Wlllblngton.
Arbitration. Lender Md Grantor and Borrower agree liMit atl dllpUieS, claims and controversies betwMn
them, WheUier IndiVIdual, joint, Ot ct.. In nelure ..... free lhla Aaignment or otherwt.a, including wilhout
llmttatton contract and 1011 dlapUtes, shall be arbltr'IINd ....,.._t to Ule Rules of the American Arbitration
Aaaoc:i .. lon, upon request of etttlet pany. No ac:t to take or dispOM of any Collat.al sl'lah constitute a waiver of
!his arbitration agreement cr be prohibited by this &lbhllon &QtHITIIrll. This lnclud•, without Umllatlon, obtaining
injunctiva lllllef or a temporary restraining order; Invoking a power of 111e under any deed of trust or mortgage;
obtaining a writ of attactlment or imp0$illon of a receiver; or exercising any rights relating to personal property,
including taking or disposing of such property with or without Judicial process pursuant tc Article i of the Uniform
Commercial Code. Any disputes, ~!aims, or conrroversles concerning the lawftJinass or reasonableness of an~.~ct. or
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l.:iranlc;-r or tsorrower unoor trus ASSignment, tne Note or tne Hetataa uocumams as TaJSa or miSIElac,, .s many matenal
respect, eHher now or at the.time made or furnished.
DefectiVe CoDateranzatk. ihls Assignment or any of the Related Documents· ;es to be in full force and effect
{including failure cf any CQikl.lel"8l documents to creata a valid and perfected secuo .. f Interest or lien) at-any time and
for any reason. . · : •
Other Defaults. FaJ1ure cf Gran lor or Borrower to comply with any term. obligation, covenant. or condition contained
in any ether agraement between Grantor or Borrower and Lander.
Insolvency. The d"ISSOiution or termination of Grantor or Borrower's existence as a going business, the insolvency of
Grantor or Borrower, the appointment of a receiver for any part cf Grantor or Borrower's property, any assignment fot
the benefit of creditors, any type of creditor woricout, or the commencement of any proceeding under any bankruptcy
or Insolvency laws by or against Grantor or eorrower.
-..::_, ... Foreelosu~, Forfeiture, ate_ Commencement of foreclosure or forfeiture proceedings, whether by judicial
proceeding, self-help, repossession or any other method, by any creditor of Grantor or by any governmental agency
against any of tha Property. However, this subsecllon shall not apply in the event of a good faith dispute by Grantor
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No Mod1fl~on. Grantor shall not entw Into any agreement wlh lhe hciiG8r of llf'/ mottgage, cte.d of trust, or other
security avreement which hal ptlotlty ovw tNs AllfiMient by which tttat ..,..ment Is modlftecl, IUTieftdecl, extended.
or renaw.d without the prior written conMnl of I.Midllr. Grantor INI I1IIIIMr request nor accept any futute advances
under any such security agree,.,l wlhout the prior written consent of Lencfet.
S.verlbDIIy. If a court of competent Jwildlctkm ftndS any provision of tNs Alalgnmant to be lnvald or unenforceable
as to any person or clrcumslara, such ftnclng shall nat render that ~ lnvdcl or unenforceable as to any other
persons or circumstances. If fMsible. any such ot.nclng provillon thll be deemed to ba modified to ba within the
limits of enforc:eabllty or validity; hoWIVIf, Jf the olfendlng pravllion cannot be sa mocllled, It shaD ba stricken and an
othet provisions of this Assignment In al other respects 1t1a11 remain wRd and enforceable.
SUcceasora and Aalgll$. Subject lo the llrnHallons staled in tNs Allig,.,t on transfer of Grantor's Interest, this
Assignment shall be blnclng ut)on and lnura to the benelt of the '*'*' ...., succnsors and assigns. If ownership
of lha Property becomes 'teSted In a perscn other than Grantor, Lender, without notice to Grantor, may deal wllh
Grantor's successors with reference to this AstiQNNtnt and the lndlbledi'MIIS by way of forbearance or extension
without releasing Grantor from the obQgatlons of this Assignment or llablly under the Indebtedness.
Time Is of the Essence. llme is of the essence in the ~ of this Assignment.
Waiver of Homealead Exempllon. Granlor '-'by raleues and walwl all rights and benetts of the homestead
exarnptlon laws of the State of Washington u to an lncleblednllll seand by ltlls Assignment.
Waivers 8N.I Consents. Lender shall not be deemed lo have walllltd any rights under this ~nment (or under the
Related Documents) unl.ss such waiVer II In wrtting tnd signed by LAnder. No delay or omission on the part of
Lender In exerelslng l.tlY right lhal opwata as a waiVIIr of such rfgttl 01 ., oltler right. A waiver by any party of a
provision of this Auignment shall not conlfllute a waNir of or prefudlce 1M patty's right otherwise to demand strtct
compliance with that provillon or MY oil« p~. No ptlor walwr by lM!dar. nor any course of dealing between
Lender and Grantor or Borrower, shd constltuba a wa1Yer of any of l.endln rights or any of Grantor or Borrower's
obligations as to any Mure transactions. WMnNir consent by LAnder Is required in this A$Siinrn'ent, the granting of
such consent by Lender in any instaf!Ce shall not eotldtuta continuing c~nt to subsequent Instances where such
consent is required.
GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF TltiS ASSIGNMENT OF ReNTS, AND
GRANTOR AGREES TO ITS TERMS.
GRANTOR:
.. ,_:;' _; ...
OORPORATEACK~DGMENT
'I , ..
COUNTY Of'-,:.ILl....;.;.;l\l;:.;;C.,~--------....1
Or: ttdS--rz. . .,..-: ~~of MAY . 19.11_. befln me, the undetsiglled Notaty Public. personally app~ J. Bter.ilicFtl. CHi JdiiiillihiDt Of City of ICenl, and PMDfllllr known to me or proved lo me on the basis
of II.IIUactocy ·~ to be an autholt:ad a;ent of the corpcnlon that ..:utec1 the Asllgnment of Rents and
aclcnO-~the JG~Qnment to be the free and votuntaty act and dMcl oiiW corpCNdon. by authority ot Its Bylaws or by
raso.'utlon or Its board of c1tectors, tor the uses and pwp .. thlreln menlloned, and on oath stated that he or she is
autr,~ to~ ll'lls AssiGnment "d in fact executed ltle Alli;nment on behalf of lha corporation.
BV dVUA., (.. · J??u!L~ fWidlngat_..:..~=' 1=8_':\l.....;U;.._E.;..__ ____ _
lt:lM. (.. 1$~
Nocary PUblic In and for the state of ~~ · MV commiSsion expires I "2. -'Z4-'Z.OO I
Ia! 005/006
. -. .. •
----· -••1 ••:e••'• ,,._.,_.,....,, "'V ""'"l ...,,.,,,,....,..,., .... ,1 .,,...,.,..,.....,,,.;11 .,..,,;, ,.._,,, "'' ._.,... """'' ._ . ...,."'I ._. ,...,_ ••• ,_._ ,. __ ·; ...., •• /
agreement relating to the Conateral, shall also be arbitrated, provided howev.r that no arbitrator shall nave tne right
or the power to enjoin or fP'.,in any act of any party. Judgment upon any award -.,dered by any arbitrator may be
entered in any court havir isdietion. Nothing In this Assignment shan precluC: .y party from seeking equitable
relief from a court of comp.oent jurisdiction. The statute of Dmitations, estoppal, WaoYIIr, laches, and sim~ aoctrlnas
which -wo~ otherwise be a,:lplieable in an action brought by a party shal be appficabla in any._.ttration
proceeding, and the commencement of an arbitration proceeding shall be deemed the commencement of an action
• · for these purposes. The Federal Arbitration Act shall apply to the construction, lnt.erpratatlon, and enforcement of this
arbftration provision.
Munlple PII'Ue$; Corporate AUU\Grlty. AI obllgaUons of Grantor and Bonower under thls Assignment shaD be joint
and several, and all retetances to Granter shall mean each and fN«Y Grantor, and aD rafanlnces to BorrO'NW shan
mean each and avery Borrower. This means that each of the persons sl{lnlng below Is responsible for an obligations
in this Assignment Whera any one or more of the Grantor or Borrowers .,. corporations, partnerships or similar
enllties, It is not nacessary tor Lender to Inquire Into the powers of any of the Grantor or Borrowers or of the Clfftcers,
directors, parlnets, or agents acting or purporting to act on their behalf, and any Indebtedness made or created In
reliance upon the professed exarclsa of such powers shan be guaranteed under this Assignment •
.
···\.· ,· r
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.,
. -.
05/11/99 12:51 FAX 503 275 5473 CLS
-'
04-27-1999
Loan No
ASSIGNMENT OF RENTS
(COntinUed)
CORPORATE ACKNOWLEDGMENT
STATEOF __________________________ --J
)U
COUNTYOF __________________________ -J
•
Page .6 ·
On this day of , 18_, INflfil me. h undMJtnld Notary Pl.lbJIG, ptiiOftfJiy
appeared J. Brent Mcfllll, cay~ oC Qly of KeM. and........,. krlown to rne or proved to me on the bail
of ~ evidef10e to be an auti1Grilld .gene of the ..,....,, -___, .. AsSignment of Rents and
acknowledged the Asllgnment to be 1M rr. and valun&lly act 111d died ollhl carponatlon, by authority ollts Bylaws or by
r.solution of Its board of c1rectots. for the ..-. and pu~ u..~n-~. and on oath stated that he or she is
authorized to execute this AsSignment and In tct ex.cuted the Altlgtlment on behalf of the corporation •
By ____________________________ _ Rellldlflllll ____________ _
Notary Public ln end tor the State of-------~uplres ______ _
.. -. ·~:
,...... ,. r .
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141006/006
~DanK.
DISBURSt:MENT REQUEST AND AUThORIZATION
Borrower: Kent Downtown Public Market Development
Authority
Lender: u.s. Bank Nlltlonal Association
South King County lklslness Banking
655 W Smfth Strtet 2Q6 Railroad Avenue North
Kent, WA 98032 Kent, WA 111032
LOAN TYPE. This Is a Fixed Rate (7.125% 1n111a1 rata), Irregular Payment Loen to a Colporatlon for $700,000.00 due on May 1, 2009.
PRIMARY PURPOSE OF LOAN. The primary pu!p0118 ollhls loan Is lor.
0 Personal, Family, or Household Purposes or Paraonallnvestmenl
1!1 Business (Including Real Estate Investment).
SPECIFIC PURPOSE. The specHK: purpose ollhls loan Is: To finance the renovation of the Kent Satutday Market Buldlng (formerly known as the
Lumberman Bam).
REAL ESTATE DOCUM£NTS. City of Kent Is giving to lender an Asslgrvnant Document ("Real Eatata Documenls") on property located In King
Cowlty, Slate of Washlnglon to secure Borrower'slndebtednees to lender. In consideration of lender l1lllklng lheloan to Banower, Borrower agrees
to perlorm and comply with the Real Eatata 0ocumen1s just as U aor-hlld 8/grled them as •eor-.-end as "Grrntor. • This means-Borrower
agrees to sU the repr.-ntatlonl and W8trllllliel nlldllln the Reel Eatata Docl.mlntl. In 11t1111ton. lor._ ..,_ 10 Pllbm end oomply slrlclly with
sU lhl tenns, obligations and covenanls to be performed bV either ec.r-or OriiiiOr, or boll, as thaM -w.,. dlflnld In lhe Rasl Estate
llocunw1ls. lender need not tell Borrower llllout any aellan or lnacCian LAnder IMa In c:onr-aon with .,. Rael Eslata Doclmanls. Borrower
asswnes the respondlllty lor lll*lg and keeping lnlorrned about.,. f'rol*ly. Banower IIIIo wa1vet any del-111111 may arise blcauM of any
acllon or 1na<:t1on of Lender, Including without linllatlon any fsUura ol lender 10 realize upon the Propll1y, or"'' dally bV Linder In tNIIUlg upon the
Property. Borrower agrees to remain liable under the Note with Lender no matter what action Lender lakes or lals 10 lake under the Real Estate
Documents . ...
'.,fLOOD INSURANCE. As reflected on Flood Map No. 53033C-o988·F dated 05-16-1995, for the community ol KENT, CITY OF, the property that wUI ~
li8CIIIB ·the loan Is not located In an area that has been ldenllfled 1.JV the Director of the Faderll Emergency Managlmlnt AOfK'CY as an area having
special~ hazards. Therefore, although ftood Insurance may be avellable for the property, no special ftood hazard insurance Is required by law lor
this loan.
. ' DISBURSEMENT INSTRUCTIONS. Borrower underslands that no loan proceeds wll be disbursed untU aU of l.endef's condiiJons lor making the loan
have been satisfied. Please disburse the loan proceeds of $700,000.00 as follows: :.
Amount paid to olhen on Borrower's behalf:
$700,000.00 As lnslrucled by Borrower
Note Principal:
CHARGES PAID IN CASH. Borrower has paid or wiD pay In cash as agreed the following charges:
$700,000.00
$700,000.00
Prepaid Finance Charges Paid In Cash: $0.00
Other Charges Paid In Cash: $89.00
$12.50 UCC Fling Faa •
$13.00 Recorded Assignment of Rents -6 pages 0 $8.00 lor the
first page and $1.00 lor each addltlonaf.Jlllj!l
$24.00 Pre-Uin Search ,
$18.50 Post Lien Search :
$21.00 Rood Determination
Total Charges Paid In Cash: $89.00
LIEN RELEASE FEES. In addition to all other charges, Borrower agrees, to the axtenl not prohibited by law, to pay II govammentallaes for release of
Lendl(siiCUrily Interests In collateral securing this loan. Borrower will pay these fees at the lime the lien or liens 111e released. The estimated amount
ollhese future lien release lees Is $75.00.
DOCUMENT PREPARATION. In connactlon wHh this Loan, Lender has selected, prepared, drafted or completed cer1aln Instruments or docurnenls
whlch wl allecl Borrower's legal rlgtls. Lender has done this solely lor Ita own benel1t and to protect Its own inla(eslln the transiiCtlon. BORROWER
HAS BI!EN. ADVISED BY LENDER THAT BORROWER SHOULD CONSULT WITH BOAAOWER'S OWN LEGAL COUNSa TO PROTECT
BORROWER'S INTERESTS AND TO ANSWER ANY QUESTIONS BORROWER MAY HAVE ABOUT THE INSTRUMENTS, DOCUMENTS OR THE
TRANSACTION.
COMMERCIAL GUARANTY
Principal
Borrower: Kent Downtown Public Merkel Development
Authority
Lender: u.s. B111k ,._.._1 Aa-latlon
South Kln9 County Bualnen Banking
655 W Smith Street 206 Railroad Avenue North
Kent, WA 91032 Kent, WA 98032
Guarantor: City ot Kent
220 4th Avenue South
Kent, WA 88032
AMOUNT OF GUARANTY. The amount of thla Guaranty Ia Unlimited.
CONTINUING UNUMITED GUARANTY. For good and valuable consideration, City of Kent ("Guarentor") absolutely and unconditionally
guarllltHs and promls• to pay to U.S. B111k National AIIOCiaUon ("Lendlt") or Its order, In legal tlndlr of the United Statal of Amarlca, the
lndebtedn•• (a• that term Is defined below) of Kent Oowntown Public Market Development AUihorlly ("Borrower") to Lender on the Ierma
snd condltlona eet forth In this Guaranty. Under this Guar111ty, the liability of Guarantor Is unlimited and the obligations of Guarantor are
continuing.
DEFINmONS. The following word~ shall have the following meanings when used In this Guaranty:
Borrower. The word 'Borrower" means Kent Downtown Public Market Development Authority.
Guarantor. The word 'Guarantor' means City ol Kent.
Guaranty. The word 'Guaranty• means this Guaranty made by Guarantor for the benefit of Lender daled April 27, 1999.
Indebtedness. The word 'lndebtadness• is used In its most COflllfehensive sense and meena llld lnGiudes IllY and al of Borrower's'llabihies,
obligations, clebls, and Indebtedness to Lender, now existing or hereinafter incurred or created, Including, wilhoullimilation, al loans, advances,
interest, costs, debts, overdraft inclebtadness, credit card indebtedness, lease obligations, other obligations, and lllbilllles of Borrower, or any of
them, and 111y present or future judgments against Borrower, or any of them; and whether any such Indebtedness Is voluntarRy or involunlarRy
incurred, due or not due, absolute or contlngan~ liquidated or lriquldated, determined or ll'lllelermlned; whether Borrower may be liable
lndlvkluaily or jolnUy with others, or prlmarly or secondarRy, or as guarantor or surety; whether recovery on the lndabladness may be or may
become barred or 111111forceabia against Borrower for any reason whatsoever; and whether the Indebtedness arises from transactions which may
be voidable on account of infancy, ins anDy, ultra vires, or otherwise.
·, L,ender. The word 'Lender" means U.S. Bank National Association, Hs successors and assigns.
' • Related Documents. The words 'Related Documents' mean and include without limitation all promissory notes, credit agreements, loan
agieements, environmental agreaments, guarantles, security agraatnenls, mortgages, deeds of trust, and an other instruments, agreements and
documents, whether now or harealtar existing, executed in connection whh the Indebtedness.
NATURE OF GUARANTY. Guarantor's liability under this Guaranty shaU be open and continuous for so long as this Guaranty remains in force.
Guarantor inlands to guarantee at all times lhe perlotmance and prompl payment when due, whether at maturity or earlier by reason of acceleration or
otherwise, of al Indebtedness. Accordingly, no payments made upon the Indebtedness w1t1 discharga or diminish the contihuing llablily of Guarantor
in comection wilh any remaining portions of the Indebtedness or any of the Indebtedness which subaequenlly arises or Is thereafter Incurred or
contracted. Any married person who signs this Guaranty hereby expressly agrees that recourse under this agreement may be had against both his or
her separate fliOP.IriY and communRy property, whether now owned or hereafter acquired.
DURA nON OF GUARANTY. This Guaranty wll taka eHect when recelved by Lender without the necessity of any acceptance by Lander, or any notice
to GOarantor or to Borrower, and wiU continue in lui force unti all lndeblechess Incurred or contracted beiORI racaipt by Lender ol any notice of
revocation shall have been fully and finally pakl and satisfied and aM other obllgaUons of Guarantor under this Guaranty shall have been perlormed in
fuR. If Guarantor elects to revoke this Guaranty, Guarantor may only do so in wrillng. Guaranlor's written notice of revocation must be maUed to
Lander, by certified mal, at the address of Lander listed above or such other plade as Lender may designate in writing. Written revocation of this
Guaranty wll apply only to advances or new lndabledness created altar actual receipt by Leilder of Guarantor's written revocation. For this purpose
and without Mmltalion, the term 'new Indebtedness' does not Include Indebtedness which at the time of notice of revocation Is contlngen~ unliqui!l&ted,
undetermined or not due and which later becomes absolute, iiquklaled, determined or due. This Guaranty will continua to bind Guarani« for all
lndeblednass incurred by Borrower or committed by Lender prior to receiPt of Guarantor's wrillen notice of revocation, Including any extllnsions,
renewals. substitutions or modilicatlons of the lndabledness. All renewals, extensions, substitutions, and modifications of the Indebtedness granted
altar Guarantor's revocation, are contemplated under this Guaranty anb, o~~pecillcaly will not be considered to be new lnclabledneu. This Guaranty
shall bind the estate ol Guarantor as to Indebtedness created both before' and af_ler'the death or Incapacity of Guarantor, regardless of Lander's actual
notice of Guarantor's death. Subject to the foregoing, Guarantor's executor or administrator or other legal representative may terminate this Guaranty In
the same manner In whlch Guarantor might have terminated it and with the sarpa eflect. Release of any other guarantor or termination of any other
guaranty of the lndebledness shall not affect the 1iabUity of Guarantor under m1s Guaranty. A revocation received by Lender from any one or more
Guaranlors shall not affect the liability of any remaining Guarantors under this Guaranty. It 11 anticipated that lluctuattons may occur In the
aggregate amount or Indebtedness covered by thla G,uaranty, and It Is ~lllcalty acknowledged and agreed by Guarantor that reductions In
the amount of Indebtedness, even to zero dollars ($0.00), prior to written revocation of this Guar111ty by Guar~ntor shall not constitute a
termlnaUon of lhla Guaranty. This Guaranty Is binding upon Guarantor 111d Guarantor's heirs, auccessora and aaslgna so tong as any of the
guaranteed lndetedness remains unpaid and evan though the Indebtedness guaranteed may from time to lime be zero dollars ($0.00).
GUARANTOR'S AUTHORtZAnON TO LENDER. Guarantor authorizes Lender, afther before or aher any revocation hereof, without notlca or
demand and wllhOYtlesaanlng Guarantor's liability under this Guaranty, from time to time: {a) prior to revocation as set forth above, to make
one or mora addlllonal secured or unsecured loans to Borrower, to lease equipment or other goods to Borrower, or otherwlsa to extend
addlllonal·credlt to Borrower; {b) to alter, compromise, renew, ax1and, accelerate, or oth-lsa chlllga one or mora times the time for
payment or other terms of the Indebtedness or any part of the Indebtedness, Including Increase• and ciM:r-or the rata of Interest on the
Indebtedness; extensions may be repeated and may be for longer than the original loan term; (c) to tag and hold aecurlty lor the payment of
this Guaranty or the Indebtedness, and exchange. enforce, waive, subordinate, fall or declda not to perfect, and release any such security,
with or wllhOYt the substitution of new collateral; {d) to release, subltltuta, agree not to sue, or dMI with any one or mora of Borrower's
suralles, endorsers, or other guarantors on any terms or In any 1'1\anner Lender may choose; (e) to determine how, when and what application
of payments and credits shall be made on tha Indebtedness; lf) to apply such security and direct the order or manner of ule thereof,
Including wllhOYt Umltatlon, any nonjudicial sale permitted by the terms of tha controlling sacurlty agreement or deed of trust, as Lender In Its
discretion may determine; (g) to sell, transfer, assign, or grant participations In all or any part or the Indebtedness; and (h) to assign or
transfer this Guaranty In whole or In part.
GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (a) no representations or agreements
of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (b) this Guaranty Is executed at
Borrower's request and no1 at the request of Lender; (c) Guarantor has full power, right and authority to enter into this Guaranty; (d) the provisions of
this Guaranty do not conllict with or result In a delaun under any agreement or other inslrument bindlng upon Guarantor and do not result in a violation
of any law, regulation, court decree or order applicable to Guarantor; (a) Guarantor has not and will not, wllhoutlha prior written consent of Lender,
sell, lease, assign. encumber, hypothecate, transler, or olhB!Wise dispose of all or aubstenlially all of Guarantor's assets, or any int«ntlhareln; (f) upon
Lender's request, Guarantor will provide to Lender financial and credit Information in form acceptable to Lender, and aM such financial information
which curr81111y hes been, and all future financial lnlormation which will be provided to Landor Is and will be true and correct In all malarial respects and
fairly presenllhe financial condition of Guarantor as of the dates the financiallnformallon Is provided; (g) no material adverse change has occwred In
Guarantor's financial condition since the data of the most recent financial statements provided to Lender and no evant has occurred which may
materiaDy adversely aHect Guarantor's flftancial condition; (h) no Utigatlon, claim, investigation, admlnlstraUva prOC88dlng or similar action (inclucf111g
those for IXlplid taxes) against Guarantor is pending or threatened; (I) Lender has made no representaUon to Gu&r8111or as to the creditwor1hinass of
Borrower; and (D Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Booower's
financial condition. Guarantor agrees to keep adequately Informed from such means ol any facts, events, or circumstances which might in any way
alfect Guarantor's risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Lender shalt have no obligation to
disclose to Guarantor any lnlormatlon or documents acquired by Lender in the course ol its relationship with Borrower.
GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any ri~t to require Landat (a) to conllnua lending money or to
extend other credit to Borrower; (b) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the
Indebtedness or ol any nonpayment related to any collateral, or notice of any action or nonactlon on the part of Borrower, Lendel, any surety, endorser,
or other guarantor In connection whh the lndeblodness or in connection with the creation o1 new or additional loans or obligations; (c) to resolt lor
payment or to proceed dlrec:Uy or at once against any person, including Borrow.·, or any olher guarantor; (d) to proceed dlreclly against or exhaust any
04-27-1999
Loan No
LENDER:
... .. .
y
~· .
PROMISSORY NOTE
(Conllnued)
Page2
I.AIIIi!ll PliO. l'log. U.S. I'M. I T.M. 011. • Ulll(ll -CPl-. Inc. M..,.. -IWA-DIOKEHTI.LHCI.OVll •
.• .... ,
.,
PROMISSORY NOTE
Borrower: Kent Downtown Public Market Development
Authority
208 RallrO.cl Avenue North
Kent, WA 98032
Lender: u.s. Bank National Auclcllltlon
South King County Bualnaa Banking
655 W Smith Street
Kent, WA 98032
lnltlal~j
Principal Amount: $700,000.00 Date of Note: April 27, 1999
PROMSE TO PAY. Kant Downtown Public u.klt Development Authority ("Borro-") prom'-to pay to U.S. Bank National Association
("Lendar"), or order, In lawful money of the unrtM States of Anwlca, the principal amount of Seven Hundred Thousand & 001100 Dollars
($700,000.00), together with Interest on the unpaid principal balanca from April 27, 1919, untll paid In full.
PAYMENT. Borrower will pay this loan In accordanca with the following payment schedule:
4 consacullvl monthly Interest payments, batlnnlng June 1, 1999, with lntarat calculated on the unpaid principal
balances at an Interest rata of 7.1211% par annum; 115 consecullvl monthly Pflnclplll end lnW'Iat ...,.._.. .. of $5,056.27
each, begiMing October 1, 1999, with Interest calculated on the unpaid principal balancea at an Int-I rate of 7.125"1. per
annum; and 1 principal and Interest payment of SIIM,I32.19 en May 1, 2009, with Interest calculated on the unpaid principal
balances at an Interest rate of 7.125% par aMum. This aatlmated final payment Ia baaed on the auumpllon that all
payments will be made exactly aa achlduled; the actual final payment will be for all principal and accrued Interest not yet
paid, together with any other unpaid amounts under this Note.
The amual interaat rate lor lhls Note Is c:on-.,uted on a 3851380 billa; thalli, by applying the ratio of the annual Interest rata at~er a year or" 360 days,
multiplied by the outstanding principal belanca, mulllplted by the actual number of days the principal balance is outstanding. Borrower will pay Lender
at lender's address shown above or at such other place as Lender may designata In writing.
PREPAYMENT.
Borrower may pay without penalty all or a portion of tha amount owed earlier than II is due. Early payments wUI nol, unless agreed to by Lender In
writing, rallava Borrower of Borrower's obligation to continua to make paymenll under the payment schedule. Rather, they win reduce the principal
bffe.nce due and may raaultln Borrower making f-payments.
·, .PEFAtiLT. Borrower w• be In default If any of the following hlppans: (e) Borrower faHs to make any payment when due. (b) Borrower breaks any -
promise Borrower has made to Lender, or Borrower Ills to~ with or to perlorm when due any Olhlr tann, obligation, covenant, or condlfton
contalneij In IIIIa Note or any agreement related to this Nola, or In any oll1lf agre«nent or loan a-has wllh Lender. (c) Arry representation or
statement made or furnished to Lander by Borrower or on Borrower's behalf Ia lalsa or misleading In any material rlllfliCI ellher now or at the lime
made or furnished. (d) Borrower becomes Insolvent, a receiver Ia appointed for any part of Borrower's property, Borrower makes an assignment lor the
' benefit of creditors, or any proceeding Is cornmencad allhar by Borrower or against Borrower under any bankruptcy a insolvency laws .• (e) Borrower is
in default under any other note, security agreement, tease agreement or lease schedule, loan agreement or other agr88fi'M!rll, whether now existing or
hereafter made, between Borrower and U.S. Bancorp or any direct a Indirect subsidiary of U.S. Bancorp. (f) Arry ciaditor tries to lake any of
Borrower's property on a In which Lender has a lien or security interest This Includes a garnishment of any of Borrower's accounll with Lender. (g)
Artf guarantor dies or any of the other events described In lhls default section occurs wHh raapact to any guaranta of this Note. (h) A material adverse
change occurs ln. Borrower's financial condition, or Lander believes the prospacl of payment or performance ol the Indebtedness Is impaired. (i)
Lender In good faith deems Itself Insecure.
LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal balance on this Note and all accrued unpaid interest Immediately
due, wllhoul notice, and then Borrower wUI pay that amount. Upon default, lncludlng Ia Dura to pay upon final maturity, Lander, at its option, may also, II
perrnilled under applicable law, Increase the Interest rate on this Note 5.000 percentage points. The Interest rata wHI no1 exceed the maximum rate
permitted by aiJI)IIcabla law. Lander may hire or pay someone alseto help coUect tt'lls Nota If Borrower does no1 pay. Borrower also wHI pay Lender
thai amount. This Includes, subject to any limits under aiJI)IIcablelaw, Lander's attorneys' IHa and Lander's legal expanses whether or notlhera is a
lawsuit, Including attorneys' fees and legal expanses lor bankruptcy proceedings (Including ellorls to modify or vacate any automatic stay or injunction),
appeals, and any anticipated posl·judgmenl coUection sarvicaa. If not prohibited by applicable law, Borrower also w• pay any court costs, In addition
to all other sums provided by law. This Nota has been delivered to Lender and accepted by Lender In the Slala ol Washington. If tl\are Is a
lawsuit, Borrower agraaa upon Lender's request to submit to the ~rltdlctlon of the courts of King County, the State of Washington. Subject
to the provisions on arbitration, this Note shall be governed by ana co~strueclln accordance with thllawa of the State of Washington.
RIGHT OF SETOFF. Borrower grants to Lender a contractual security' Interest ~. and hereby assigns, conveys, delivers, pledges, and transfers to
Lender ag Borrower's right, liUe and Interest in and to, Borrower's accounts with Lender (whether checking, savings, or some other account). including
wilhoullimitallon an accounts held jointly with someone elsa and allaccounll B6rrower may open in the future, excluding however aN IRA and Keogh
accounts, and aH trust accounts lor which the grant of a secufily lnlarasl would be prohibited by taw. Borrower authorizes Lender, to the extent
parmlnad by applicable taw, to charge or satoH aN sums owing on this. Note against any and au such accounta, and, et Lender's option, to
administratively freeze all such accounts to allow Lender to protect Lender's charge and setoH rights provided on this paragraph.
COLLATERAL This Nola Is secured by, In addHion to any other coUateral, an Assignment of Rents dated April ?:7, 1999, to Lender on real property
located in King County, State of Washington, all the terms and conditions of which are hereby Incorporated and made a part of this Note.
ARBrrRATION. Lender and Borrower agree thai all disputes, claims and controversies between them, whether lndlvldual, joint, or class In
natura, arising from thla Nola or otherwise, Including without limitation contract and tort dlsputea, shaH be arbitrated pursuant to the Rules of
the Amerlc;an Arbitration Association, upon request of either party. No act to teke or dispose, of any collateral securing this Note shall consUiule a
waiver of this arbltrallon agreement or be prohibited by this arbitration agreement. This Includes, without limitation, obtaining Injunctive relief or a
temporary restraining order; Invoking a power of sale under any dead of trust or mortgage; obtaining a writ of attachment or imposRion of a receiver; or
exercising any rights relating to personal property, including taking a disposing of such property with or without judlclal procaas pursuant to Article 9 of
the Uniform Commercial Code. Any disputes, claims, or contrat~erslaa concerning the lawfulness or reasonableness of any ac~ a exercise o1 any rlgh~
concerning any coUateral securing this Note, Including any claim to rescind, reform, or otherwise modify any agreement relating to the conateral
securing IIIIa Nota, shall also be arbitrated, provided however thai nq arbitrator shall have the right or the power to enjoin or restrain any act of any
party. Judgmanl upon any award rendered by any arbitrator may ba entered In any court having jurisdiction. Nothing In this Note shall preclude any
party from seeking equitable rallellrom a coutt of compelenl jurisdiction. The statute of Umllallons, estoppel, waiver, laches, and similar doctrines
which would Otherwise be applicable In an action brought by a party shall be applicable In any arbitration procaeding, and the commencement of an
arbitration proceeding ahaU ba deemed lha commencement olan action for these purposes. The Fedetal Arbitration Act shall apply to the construction,
Interpretation, and enlorcernant ollhls arbitration provision.
LATE CHARGE. II a payment Is 15 days or more past due, Borrower wUI be charged a tate charge ol5% of the delinquent payment.
DISCLOSURE. ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONE'!J EXTEND CREDIT1 OR FORBEAR FROM
ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDEH WASHINGTON LAW.
YEAR 2000. Borrower has reviewed and assessed or wYI review and assess Its business operations and cornpoter systems and applications to
address the "year 2000 problem' (thai is, that computer applications and equipment used by Borrower, direclly a lndirecUy through third parties, may
be unable to properly perlorm dale-sensitive functions before, during and after January 1, 2000), and basad upon that review Borrower wll develop
and Implement a plan, Including expanse estimates, to addraas the year 2000 problem and to remadlala any material year 2000 problem, and complete
lasting with respect thereto, as soon as practicable and In any event by June 30, t999. Borrower will prompdy deliver to Lender such Information
relating to this covenant as Lender requests from lime to lima.
04-27·1999
Loan No
DISBURSEMENT REQUEST AND AUTHORIZATION
(ConUnued)
Page2
FINANCIAL CONDmON. BY SIGNING THIS AUTHORIZATION, IOAROWER REPRESENTS AND WAMAHTS TO LENDER THAT THE
INFORMA110N PROVIDED ABOVE IS TRUE AND CORMCT AND THAT THERE HAS .EN NO IMTDIIAL ADVERSE CHANGE IN
BORPIOWER'S FINANCIAL CONDITION AS DISCLOSED IN BORROWER'S MOST RECENT FINANCIAL STATEMENT TO LEN • THIS
AUTHORIZA110N IS DATED APRIL 27, 1999.
BORROWER:
K:E:c ~rket Development Authority -~~L
... ,
!
.. ,
AG,..~EMENT TO PROVIDE INSl' -~NCE
Borrower: Kent Downtown Public Market Development
Authority
Lender: u.s. Bank National Association
South King County Business Banking
655 W Smith Street 208 Railroad Avenue North
Kent, WA 88032 Kent, WA 98032
INSURANCE REQUIREMENTS. Kent Downtown Public Market Developnenl Aulhol1ly ("Grantor") undetstands lhetlnsurance coverage Is required In
coooecllon with the axtendlng of a loan or the piOIIidlng of Olhar ftnanclal accommodallona to Grantor by Lender. These raqulrements are set forth in
the security documents. The loUowlng minimum Insurance coverages nut be provided on the following dllscrlled collataral (the "Collataral"):
Collateral: All of Debtor'• now owned and herelftllt" acquired: (1) lumllhlngs, fixtures and equipment which ara now or h-Iler located on
or used In connection with the re~l propmy clelcrlbed 11: The NE Quarter, Section 24, Township 22, Range 04 Lola 8 through 12
of Block 111 ol Washington Cenlnll lmproVI!Mnt Company's First Addition. Sltullle In Kant, Washington ("Properly") or any
buslnesa operated thereon; (b) right, title and In~ lny.to and und• all 8111stlng and future I8IMS Including but not limited to 411 at Income specified In that certain tease uted _$ 2 f between Kent Downtown Public Market Development Authority and ,.....__
ent Downtown Partnership covering all of any part'OI the Proparty; (c) accounts, general Intangibles, Instruments, rants,
~~~~enues, Income, Issues, royalties, profits and othllt" beneflta arising from or relating to the Property or any business operated
hereon; (d) accessions, additions, rep'-ta and substitutions relating to any of the foregoing; (e) all records of any kind
elating to any of the foregoing; end (I) all proceeds relating to any of the foregoing.
ype. All risks, including lire, theft and llablllty.
AmounL Fullnsurable value.
Billa. Repl&lcement value.
Endoreements. Lender's toss peyable clause with sllpuladon that coverage wm not be cancelled or diminished without a ITlinirn\lm or ten
( 1 0) days' prior written notice to Lender.
INSURANCE COMPANY. Grantor may obtain Insurance from IllY lnaurance company Grantor may Choose that is reasonably acceptable to Lender.
Gr111tor understands that credit may not be denied solely because Insurance was not purchased ttvough Lender.
INSURANCE MAIUNG ADDRESS. All documents and other matertals relating to Insurance lor this loan should be maned, delivered or directed to the
following address:
.-. ..
y
U.S. Bank National Association
Commllt"clal Loan Service West
P.O. Box 5308
Portland, OR 97228-5308 . -
FAILURE TO PROVIDE INSURANCE. Grantor 11Q1HS to deliver to Lender, ten (10) days from the data of this Agreement, evidence of required
Insurance as ptOVidad above, witli an aflecllva date of Aprl ?:T, 1898, or earlier. Grantor acknowledges and agr-that W Grantor fails to provide any
, r8qWed Insurance or lals to continue such Insurance In Ioree, Lender may do so at Grantor's exi*!Se as provlded In the applicable security
document. The cost of any such insurance, at the oplion of Lender, lhall be payable on demand or shel be added lo the lncfebtedness as provided In
the security document. GRANTOR ACKNOWLEDGES THAT IF LENDER SO PURCHASES ANY SUCH INSURANCE, THE INSURANCE WILL
PROVIDE LIMITED PROTECTION AGAINST PHYSICAL DAMAGE TO THE COLLATERAL, UP TO THE BALANCE OF THE LOAN; HOWEVER,
GRANTOR'S E;OUITY IN THE COLLATERAL MAY NOT BE INSURED. IN ADDITION, THE INSURANCE MAY NOT PROVIDE ANY PUBLIC LIABILITY
QR PROPERTY DAMAGE INDEMNIFICATION AND MAY NOT MEET THE REQUIREMENTS OF ANY FINANCIAL RESPONSIBILITY LAWS.
AUTHORIZA110N. For purposes or Insurance coverage on the Collataral, Grantor authorizes Lender to provide to any person (including any insurance
agent or COIT1)8ny) an lnlormatlon Lender deems appropriate, whether regarding the Collateral, the loan or other llnsnclal accommodations, or both.
GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS AGREEMENT TO PROVIDE INSURANCE AND AGREES TO ITS
TERMS. THIS AGREEMENT IS DATED APRIL 27, 1999.
GRANTOR: ..·t?~~t¢A,
Richerd W. Lackey, Board Secretary/Treasurer ,·
FOR LENDER USE ONLY
~~~~;:::.: -,kt(t 6. t:.&_d_L_ INSURANCE VERIFICATION
INSURANCE COMPANY: ",&1/-/ln"Ziiict n ;f;,:s Sh r.am U-
PHONE: d.5.3/ £"'X -,/L.. /t)
POLICYNUMBER: _____________ ---'--------------------
EFFECTIVEDATES: _______________________________ _
COMMENTS:
LASER PRO. Aeg. U.S. Pll. & T.M. OCt •• Vtf, U6b(c) 1999 CFI PIOSenrices. Inc. All fiGhlo rosorvoct IWA·IIO FUe KENTI.LN <:e.OVLI
t'LI:P ... " TYPE FORM •IF AN ERROR IS MADE, CORRECi '...LCOPIU
1No ucc-1 fiNNICING STATEMEHT 11-ontld lot mit. Mnt 10 ... WASHINQTOH UNII'OIIM ~CODE, chip .A.I ACW, 10 poofiCII HNIIy -In ... ---· Fllngl"ee: fiZ.OO
1. DEITOII(S) z. FOR OFFICE USE ONLY • DO NOT WRITE IN THIS BOX
0 I'EAIONAI.tiUI. IIIII. --llld .-.,
0 IUSMSS OIQII..,_. 1111111 ond odd1011)
Kent ~town Public Market Development
Authority
201 Railroad Avenue North
Kent, WA 11032
3. SECUAEDPNI'IV(IES)(nomelnd-)
SSN: _____ _
FEIN: 11-1913114
DIO!or2
SSN: _____ _
FEIN: _____ _
r U.S. Buk NeUonal AIIOCiallon
L
SOuth King county Bu11ne11 BMklng
855 W Smith Street
Kent, WA 81032
1
J
S. CIIICICCN.YFN'I'UCAIIU: (lot-ot'IRNIIMITTINGUTLITYANDI"NXXUCTSOf'COLI.ATEIW.IHinllructklniiiHL)
0 -~ .. ,_,.~-, II -.. ~ .. --.
7. TMII~ITA'IIMEHT_IIe_,__ IAIIMII.-..... llllx 11'IIIHI(I)._)
All ol b.blar'1 -owned IIICI hlnlftlr acquired: (a) fllrrllll*p, llctune IIICI equipment w111ct1 --or .....,.. loo*d on or Uled In
CICim4ldon wllh IIIII rut prapetly clelcrlbed u: Loll I llnugh 12, lnclullve, Block 11, ~ Centn1 1n1pn1wment eomp.ny'1 Fll'lt
' Adcllllon to Klnf. ICCOI'dlng to IIIII pill thereof, reoorclld In Voi!Mw 3 of Plall, Plge 17, In King County, w.tllntton; EXCEPT IIIII Southerly 1 S
fMt of lllkl Lot I; TOGETHER WITH 111...-t lor lngreun..-• OV«IIIII South a feet of Lot 13, llloc* 11 of uld Plat ("Property") or 1ny
buliMia Of*lled thereon; (b) rlghl,Jill~ ~jnlerelt In, to and under ell exlaUng end future ... _ lnaludlrlt but not limited to thll Income
, IJ*IIfted In lhlt cerllln IUH deted-2/J1~ belweln Kent Down~ Public Merkel Development Authority end Kent Downtown Pertner~hlp
~II ell of eny pert of IIIII Property; (c) eccounll, a-1 lntenglblea, ln1trumenll, renll, r-, Income, IliUM, royetues, proflll ud ~
Cllt.lflr. belleflll ar111ng from or raiiUng to the Property or any bullne11 opereted th.--.; (d) ecces1lon1, addition•, replecemenll and
IUblltltutlon1 rllltlng to any of the foregoing; (e) all recordl of uy kind relaUng to eny of the foregoing; ud (f) ell proceed• relaUng to any of the
foregoing.·
I.IIETIJIIN ACKNOWI.IiloMeNTCCf"f TO: (nlrM lnd -I
r ~.S. Bank N1Uonel AIIOCiallon
Commerclel Lou Service West
P.O. Box 5308
Portland, OR 872211-5308
1
t. FILE WITH:
UNII'OFIM COMMIACIAL CODE
DIIPAIImi&NT OF UCENSING
P.O.IIOXIIIO
OLYMPIA, WA 18507-88110
MAKE CHECKS PAYABLE TO THE
DEPARTMENT OF UCENSING
L .• J
10. FOR OFFICE USE ONLY:~. D
II. 1_11......__,11111 -mar boiiQnedbrlleS-Paoty-olllio Dllolot. --... -~ ... box.complllollload)oconlllnn lnd bole 13
I CGIIMINIIla: .. , ,
Lo......., ............ IICU!IIy_ .. _juol __ "_.....,..lnlollll••..;. .. ......;"'. I.--------------·---~·1111-.(l:Omplellad) ...... -1 .... 2) • ~~.o __ ..... _.....__....,.ln_,;aHNIIy--poof-cc~·
...... -1aftd2) . . ··B-....... ~~ ................... ICIJ ..... -~ .... 2) ..
d. _...._•""":':"aln-~.otCGq>Otaloo-allle~~ (complole...--1,
011-.FLINO NUMBIR 2. ________________________ ___
FIL.INCI OFFICE WHERE FILED 3. ____________ _
FOllMER NAME Of DEBTOR(S)
12. OlliTCII NAME(SI AHO S~TURE(SI:
~~
13. ~'IV -(S)AHOSIGNATIJMCS)ARE REQUIRED IF BOX II HAS BEEN
U.S. Buk lionel AIIOCIIIIon
) Of DEBTOA(S) :. , . ,
.:-···&.
COPY I • FUIG OFFICE
~rrAP
(S) Of SECURED PAIITYPES~
810NATUIIE(8) Of SECURED PAIITY(IES).
FORM APPROVED FOil USE INM STATE OfWASHINGTON(M/93)
WASHINGTON IJCC.I
SIN BOX 30114.
·' '
,f,
04-27-1999
Loan No
COMMERCIAL GUARANTY
(Continued)
Page 2
collateral held by Lender from Borrower, any other guarantor, -or any other person; (e) to pursue any other remedy within Lender's power; or (Q to
commit any act or omission of any kind, or at any time, with respect to any matter whatsoever.
If now or hereafter (a) Borrower shall be or become Insolvent, and (b) the Indebtedness shall not at all limes unbl paid be fully secured by collateral
pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or
right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no lime shall
Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy
laws.
Guarantor also waives any and all rights or defenses arising· by reason of (a) any "one action" or "anU-dellciency-law or any other law which may
prevent Lender from bringing any acllbo, Including a claim for deficiency, against Guarantor, before or after Lende~s commencement or completion of
any foreclosure action, either judicially or by exercise of a power of sale; (b) any election of remedies by Lender which destroys or otherwise adversely
affects Guaranto~s subrogation rights or Guarantor's rights to proceed against Borrower for reimbursemen~ including withoU1 limitation, any loss of
rights Guarantor may suffer by reason of any law limiting. qualifying. or cfoscharging the Indebtedness; (c) any cfosability or other defense of Borrower, of
any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any causa whatsoever, other than payment in full
in legal tender, of the Indebtedness; (d) any right to claim discharge of the Indebtedness on the basis of unjustified Impairment of any collateral for the
Indebtedness; (e) any statute of limitations, If at any time any .action or suit brought by Lender against Guarantor is commenced there is oU1standing
Indebtedness of Borrower to Lender which Is not barred by any applicable statU1e of limitations; or (Q any defenses given to guarantors at law or in
equity other than actual payment and performance of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any
third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee In bankruptcy or to any
similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of
enforcement of this Guaranty.
Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of
setoff, counterclaim, counter demand, recoupment or similar righ~ whether such claim, demand or right may be asserted by the Borrower, the
Guarantor, or both.
GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each of the waivers set forth above i~ made
with Guaranto~s full knowledge of its significance and consequences and tha~ under the circumstances, the waivers are reasonable and not contrary to
public policy or law. If any such waiver is determined to be contrary 1o any applicable law or public policy, such waiver shall be effective only to the
extent permitted by law or public policy.
LENDER'S RIGHT OF SETOFF. In addition to all liens upon and rights of setoff against the moneys, secu,!ities or other property of Guarantor given to
Lender by law, Lender shall have, with respect to Guarantor's obligations to Lender under this Guaranty and to the extent permitted by law, a
contractual security Interest In and a right of setoff against, and Guarantor hereby assigns, conveys, delivers, pledges, and transfers to Lender all of
Guarantor's rlgh~ title and interest in and to, all deposits, moneys, securities and other property of Guarantor now or hereafter In the possession of or
on deposn with Lender, whether held In a general or special account or deposn, whether held jointly with someone else, or whether held for
safekeeping or otherwise, excluding however all IRA, Keogh, and trust accounts. Every such security interest and right of setoff may be exercised
withqUt dert~and upon or notice to Guarantor. No security interest or right ol setoff shall be deemed to have been waived by any act or conduct on the
part of Lender or by any neglect to exercise such right of setoff or to enforce such security interest. or by any delay in so doing. Every right ol setoff and
,security interest shall continue in full force and effect unm such right of setoff or security interest _is specifically waived or released by an instrument in
writing executed by Lender.
SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness of Borrower to Lender, whether now
exisling or hereafter created, shall be prior to any claim that Guarantor may now have or hereafter acquire against Borrower, Whether or not Borrower
becomes insolvent Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account whatsoever, to any
claim that Lender may now or hereafter have against Borrower. In the event of Insolvency and consequent liquidation of the assets of Borrower,
through bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or otherwise. the assets of Borrower applicable to the
payment of the claims of both Lender and Guarantor shall be paid lo Lender and shall be first applied by Lender to the lndebted(less of Borrower to
Lender. Guarantor does hereby assign to Lender all claims which It may have or acquire against Borrower or against any assignee or trustee in
bankruptcy of Borrower; provided however, that such assignment shall be effective only for the purpose of assuring to Lender full payment in legal
tender of the Indebtedness. If Lender so requests, any notes or credn agreements now or hereafter evidencing any debts or obligations of Borrower to
Guarantor shall be marked with a legend that the same are subject to this Guaranty and shall be delivered to Lender. Guarantor ..agrees, and Lender
hereby is authorized, In the name of Guarantor, from time to time to execute and file fin~ncing statements and conlinuation statements and to execute
such other documents and to take such other actions as Lender deems necessary or appropriate 1o perfect, preserve and enforce its rights under this
Guaranty.
MISCELLANEOUS PROVISIONS. The following miscellaneous provisions ar~ a .part of this Guaranty:
Amendmefils. This Guaranty, together with any Related Documents,constiMes the entire understanding and agreement of the parties-as to the
matters set forth In this Guaranty. No alteration of or amendment to thi!l y11aranty shall be effective unless given In writing and signed by the party
or parties sought to be charged or bound by the alteration or amendmen\f •
Applicable Law. This Guaranty has been delivered to Lender and accepted by Lender in the State of Washington. If there is a lawsui~ Guarantor
agrees upon Lender's request to submit to th13 ~urisdiction of the courts of King County, State ol Washington. Subject to the provisions on
arbitration, this Guaranty shall be governed by and construed In accordance with the laws of the State of Washington.
Arbitration. Lender and Guarantor agree that all disputes, claims and· controversies between them, whether Individual, Joint, or class In
nature, arising from this Guaranty or otiherwlse, Including without llmliatlon contract and tort disputes, shall be arbitrated pursuant to tihe
Rules of the American Arbitration Association, upon request of elliher party. No act to take or cfospose of any Collateral shall constitute a
waiver of this arbitration agreement or be prohibited by this arbitration agreement This includes, wnhoutlimitation. obtaining injunctive relief or a
temporary restraining order; invoking a power of sale under any deed of trust or mortgage; obtaining a writ of attachment or Imposition of a
receiver: or exercising any rights relating to personal property, including taking or disposing of such property with or without judicial process
pursuant to Article 9 of the Unilorrn Commercial Code. Any disputes, claims, or controversies concerning the lawfulness or reasonableness of any
act, or el'ercise of any right, concerning any Collateral, including any claim to rescind, reform, or otherwise modify any agreement relaling to the
Collateral, shall also be arbitrated, provided however that no arbitrator shall have the right or the power to enjoin or restrain any act of any party.
Judgment upon any award rendered by any arbitrator may be entered in any court having jurisdiction. Nothing in this Guaranty shall preclude any
party from seeking equitable relief from a court of competent Jurisdiction. The statute of limitations. estoppel. waiver, laches, and similar doctrines
which would otherwise be applicable In an action brought by a party shall be applicable In any arbitration proceeding, and the commencement of
an arbitration proceeding shall be deemed the commencement ol an action for these purposes. The Federal Arbitration Act shall apply to the
construction, interpretation, and enforcement of this arbitration provision.
Attorneys' Fees; Expenses. Guarantor agrees to pay upon demand all of Lender's costs and expenses, including attorneys' fees and Lender's
legal expenses, Incurred in connection with the enforcement of this Guaranty. Lender may pay someone else to help enforce this Guaranty, and
Guarantor shall pay the costs and expenses of such enforcement. Costs and expenses include Lende~s attorneys' fees and legal expenses
whether or not there is a lawsui~ including attorneys' fees and legal expenses for bankruptcy proceedings (and including efforts to mocflfy or
vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection Sl!rvices. Guarantor also shall pay all court costs
and such additional fees as may be directed by the court.
Notices. All notices required to be given by either party to the other under this Guaranty shall & in writing, may be sent by telefacsimile (unless
otherwise required by law), and, except for revocation notices by Guarantor, shall be effective when actually delivered or when deposited with a
nationally recognized overnight courier, or when deposited in the United States mail, first class postage prepaid, addressed to the party to whom
the notice is to be given at the address shown above or to such other addresses as either party may designate to the other In wming. All
revocation notices by Guarantor shall be in writing and shall be effective only upon delivery to Lender as provided above in the section tided
'DURATION OF GUARANTY." If there is more than one Guarantor, notice to any Guarantor will constiMe notice to all Guarantors. For notice
purposes, Guarantor agrees to keep Lender informed at all times of Guarantor's current address.
Interpretation. In all cases where there Is more than one Borrower or Guarantor, then all words used in this Guaranty in the singular shall be
deemed to have been used In the plural where the context and 1constructlon so require; and where there Is more than one Borrower named in this
Guaranty or when this Guaranty is execU1ed by more than one Guarantor, the words "Borrower" and "Guarantor· respectively shall mean all and
any one or more of them. The words 'Guarantor; "Borrower," and "Lender" Include the heirs, successors, assigns, and transferees of each of
them. Caption headings in this Guaranty are for convenience purposes only and are not lo be used to Interpret or define the provisions of this
Guaranty. If a court of competent jurisdiction finds any provision of this Guaranty to be invafid or unenforceable as to any person or circumstance,
such finding shall not render that provision Invalid or unenforceable as to any other persons or circumstances, and all provisions of this Guaranty
in all other respects shall remain valid and enforceable. If any one or more of Borrower or Guarantor are corporations or partnerships, it is not
necessary for Lender to inquire into the powers of Borrower or Guarantor or of the olfteers, directors, partners, or agents acting or purporting to act
on their behalf, and any Indebtedness made or created in reliance upon the professed exercise of such powers shall be guaranteed under this
Guaranty.
Waiver. Lender shall not be deemed to have waived any rights under this Guaranty unless such waiver is given in writing and signed by Lender.
04-27-1999
Loan No
COMMERCIAL GUARANTY
(Continued)
Page 3
No delay or omlaalon on 1tle part ol Lender In exerclalng IllY rtghllhal Ol*llle as a waiver ol such rlgiJJ or lillY ohlr r~. A waiver by Lender of
a provision ollhll Guaranty shall not preJudice or oonsdlule a waiver ol L.endat's light olhelwiH 10 denlfnd llricl ~ with that provision or
any o1tlel JIII)Yislon ol this Glllllltlty. No prior waiver by Lll1der, nor any counse ol dealing .,.,_,. IM1dlr and GuafWIIOr, lhal constitute a
waiver ol any ol L.endat's ~ or ol any ol G..,.,... obligltlons aa 10 any lutula traneacflans. ~ lhe conaant ol Lendal Is raquirad
under this G11111anty, the granting o1 such oonsant by lAnder In any 1n1t11nca 11181 not conalilula c:ontll'luklg conaent to aubMquent Instances
where such conaent Is raqulred and In aa cas. euch COilMI1f may be granted or wllhhald In lhe sola disctallon o1 Lllnder.
EACH UNDEJUIIGNS) GUARANTOR ACKNOWU!DGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AHD AGREES TO ITS
TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND
DEUVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL ~TED IN THE MANNER·SET FORTH
IN THE SECTION TITLED "DURATlON OF GUARANTY." NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY
EFFECTIVE. THIS GUARANTY IS DATED APRIL 1:7, 1999.
, ........ ~-··
By: ~
Autho Hie•
LASER PliO. Aog. U.S. Pll. l T.M. 011., Vw. 3.2811 (CJ 1191 Cft ..-..,Inc. M ftvllllrM ....... IWA-&20 KENTI.LN CI.OYI.J
.-.
... •
'.·
.,
••• JII' ,
'
AG.-:EMENT TO PROVIDE INSl. 'ANCE
Borrower: Kent Downtown Public Market Development
Authority
Lender: u.s. BMk ~tloMI Association
South King County Buslnus BMklng
655 W Smith Street 201 Railroad Avenue North
Kent, WA 81032 Kent, WA 98032
Grantor: City of Kent
220 4th Avenue South
Kent,WA 81032
INSURANCE REQUIREMENTS. City of Kent ("Gr.niOr") understends lhat Insurance coverage Is required In c:omectlon wllh the extending of a loan or
the providing of olher financial accornmodltlons to Kent Downtown Public Market Development Authorily ("Borrower") by Lender. These requirements
are set lol1h In the security documents. The following minimum Insurance coverages must be provided on the following described collateral (the
'Collateral"):
Type. Fire and extended coverage. N co
Collateral: Real Estate at 201 Railroad Avenue North, Kent, WA 98032. jf_ ~if~
Amount. Full insurable value. /I.:J{ fo .e.,t.c. L e.d "" 7°0 _, 0~/J. v
Basta. Replacement value.
Endors-ta. Standard mortgagee's clause with stipulation that coverage wll not be cancelled or diminished without a minimum ol ten
(10) days' prior written notice to Lender, and without disclaimer of the Insurer's llabHity for faMure to give such notice.
INSURANCE COMPANY. Gr.ntor may obtsin Insurance from any Insurance company Grantor may choose that is reasonably acceptable to Lender.
Grantor understands that credit may not be denied solely because Insurance was not purchased through Lender.
FLOOD INSURANCE. Flood Insurance for property given as securlly for this loan Is described as follows:
Real Estate at 208 Railroad Avenue North, Kant, WA 81032..
Should tha Collateral at any time be deemed to be lOcated in an area designated by the Director of the Federal Emergency Management Agency
as a special flood hazard area and should Federal Flood Insurance covering the Collateral ever tpecorne available. Grantor agrees to obtain and
maintain Federal Flood Insurance, lor the lui unpaid principal balance of the loan, up to the maximum policy limits set under the National Flood
Insurance Program, or as otherwise required, and to maintain such Insurance for the term of the loan.
INSURANCE MAfUNG ADDRESS. All documents and other materials relating to Insurance lor this loan should be malted, delivered or directed to the
following address:
U.S. BMk ~tlonal Association
Commercial Loan Servlca West
P.O. Box 5308
Portland, OR 97228-6301
FAILURE TO PROVIDE INSURANCE. Grantor agrees to ptKChaBe and rnalnlaln any required flood inlurance wfthln -45 d!lys following notice given by
Lender. AddHionlllly, Grantor agrees to deliver to Lender, ten (10) days from the date of this Agr.-nent, 8Yidence of aH ether required Insurance as
provided above, with an effective date of Aprl 'Z7. 1999, or _...,_ Grantor acknowledges and agrees thai If Granier falls to provide any required
Insurance or laMs to conllnue such Insurance In force, Lender may do eo at Grantor's expense as provided in the applicable security documenl. The
cost of any such Insurance, at the option of Lender, shall be payllble on demand or shall be added to lhe lr1debladrwss as provided In the security
document. GRANTOR ACKNOWLEDGES THAT IF LENDER SO PURCHASES ANY SUCH INSURANCE, THE INSURANCE WILL PROVIDE LIMITED
PROTECTION AGAINST PHYSIC"L DAMAGE TO THE COu.ATERAL, UP TO THE BALANCE OF THE LOAN; HOWEVER, GRANTOR'S EQUITY IN
THE COLLATERAL MAY NOT BE INSURED. IN ADDITION, THE INSURANCE MAY NOT PROVIDE ANY PUBLIC LIABIUTY OR PROPERTY DAMAGE
INDEMNIFICATION AND MAY NOT MEET THE REQUIREMENTS OF ANY FINANCIAL RESPONSIBIUTY LAWS.
AUTHORIZATION. For purposes of Insurance coverage on the Collateral, Grantor authorizes Lender to provide to any person (including any Insurance
agent or company) all Information Lender deems appropriate, whether regarding the Collateral, -the loan or other financial accommodations, or both.
GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS AGREEMENT TO PROVIDE INSURANCE AND AGREES TO ITS
TERMS. THIS AGREEMENT IS DATED APRIL 'Z7, 1999. . •
GRANTOR:
FOR LEN~ USE ONLY
~~~~;NAM~-'lad. S~diNSURANCE VERIFICATION
INSURANCE COMPANY; li'-tliiild/bM t:,!i~oJ/l1U. POUCYNUMBER: __________________________________________________________________ ___
EFFECTIVE DATES: __________________________________________________________________ __
COMMENTS:
lASER PRO, RIG. U.S. Pet.' T.M. Oft •• Ver. 3.2411> (c) 1999 CFI ProSIMcoo.lnc. All ~glllo ... eovec~. (WA·I10 F3.28 KENT1.LN C8.0VLI