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HomeMy WebLinkAboutR-1999-131 Loan Agreement with Chinook Business ParkRESOLUTION NO R-99 131 A RESOLUTION authorizing the City Manager to execute a loan agreement with Chinook Business Park, LLC, to lend it not more than $117,586.00, for which funding has been awarded by the Yakima County Supporting Investments in Economic Development (SIED) fund for the Chinook Business Park/Baby Jogger Expansion Project. WHEREAS, on August 17, the City Council authorized submittal of an application to Yakima County on behalf of. the Chinook Business Park/ Baby Jogger Expansion Project (the "Project") for financial assistance combining a grant and a loan from Supporting Investments in Economic Development ("SIED") funds to offset the costs of developing Project -related infrastructure including road, curb, gutter, sidewalks, sewer/water mains off North 4th Street, North 5th Street, "R" Street and "S" Streets; and North 6th Street; and WHEREAS, on September 9, 1999, the SIED advisory board voted to recommend to the Yakima County Commissioners an offer to the City of Yakima of $235,172.00 SIED financial assistance on a basis of 50% grant and 50% loan, for the Project; and WHEREAS, Chinook Business Park, L.L.C., has offered, according to the terms of the attached loan agreement, to pay the City all amounts the City would become obligated to pay under the loan component of the prospective SIED financial assistance; and WHEREAS, the Yakima County Commissioners are expected to adopt the SIED advisory board's recommendation on September 21, 1999.; and WHEREAS, the City Council deems it to be in the best interest of the City that the City to accept the prospective SIED financial assistance, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The City Manager is authorized and directed, after verifying that Yakima County is committed to awarding the financial assistance described above, to execute an agreement substantially in the form of the attached loan agreement with Chinook Business Park, LLC, to lend it not more than $117,586.00, and to enter into such other agreements or to take such other actions as may be necessary and prudent to accept and use the financial assistance offered by Yakima County from the Supporting Investments in Economic Development (SIED) fund for the Chinook Business Park/Baby Jogger Expansion Project. ADOPTED BY THE CITY COUNCIL this 4 day of September, 1999. John Puccinelli, Mayor ATTEST: ✓�- c.r✓tC- City Clerk C:\word\ced\chinook -baby jogger\res auth loan.doc Last printed 09/17/99 1:43 PM TERM LOAN AGREEMENT TERM LOAN AGREEMENT dated as of September a Lf , 1999, between Chinook Business Park, L.L.C., a Washington limited liability company (the "Borrower") and the City of Yakima, a Washington municipal corporation (the "Lender"). The parties hereto hereby agree as follows: BACKGROUND. The Borrower is the owner of certain real property within the city limits of the City of Yakima upon which Borrower wishes to develop a commercial building and necessary infrastructure, which property is shown on the site plan attached hereto as Exhibit "A." The City will build or cause to be built, certain roads, curbs, gutters, sidewalks, sewer and water mains on the real property shown on the site plan attached hereto as Exhibit "A." The Borrower will pay the City for all its costs and expenses incurred in having said improvements constructed upon the property. The City will lend to the Borrower under this agreement, funds up to $117,586.00, to the extent such funds are made available to the City from Yakima County under the County's Supporting Investments in Economic Development Program. Article I DEFINITIONS AND ACCOUNTING TERMS Section 1.01. Defined Terms. As used in this Agreement, the following terms have the following meanings (terms defined in the singular to have the same meaning when used in the plural and vice versa): "Agreement" means this Term Loan Agreement, as amended, supplemented, or modified from time to time. Term Loan Agreement 1. "Assignment" means the assignment of certificate of deposit in substantially the form of "D", to be delivered by the Borrower under the terms of this Agreement. "Business Day" means any day other than a Saturday, Sunday, or other day on which commercial banks in Washington are authorized or required to close under the laws of the State of Washington. "Collateral" means all property which is subject to the Lien granted by the Security Agreement. "Commitment" means the Lender's obligation to make Loans to the Borrower pursuant to Section 2.01 in the amount referred to therein. "County SIED Agreement" means the loan agreement between the City of Yakima, as borrower, and Yakima County, as lender, under its Supporting Investments in Economic Development ("SIED") Program, as evidenced by that written commitment to lend and grant funds to the City dated September 16, 1999, and all documents subsequently executed in conjunction therewith. "Debt" means indebtedness or liability for borrowed money hereunder. "Default" means any of the events specified in Section 7.01, whether or not any requirement from time to time, and the regulations and published interpretations thereof. "Event of Default" means any of the events specified in Section 7.01, provided that any requirement for the giving of notice, the lapse of time, or both, or any other condition, has been satisfied. "GAAP" means generally accepted accounting principles in the United States. "Lien" means any mortgage, deed of trust, pledge, security interest, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), or preference, priority, or other security agreement or preferential arrangement, charge, or encumbrance of any kind or nature whatsoever. "Loan" shall have the meaning assigned to such term in Section 2.01. "Loan Document" means this Agreement, the Note, the Assignment, the Security Agreement and Financing Statement. Term Loan Agreement 2. "Note" shall have the meaning assigned to such term in Section 2.03. "Person" means an individual, partnership, corporation, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority, or other entity of whatever nature. "Principal Office" means the Lender's office at 129 North 2nd Street, Yakima, Washington. "'S' Street Project" means that certain commercial improvement project designated by the City of Yakima as the "S" Street and North 5th Street Roadway and Utility Improvement Project, No. 1887. "Security Agreement" means the Security Agreement in substantially the form of Exhibit "D", to be delivered by the Borrower under the terms of this Agreement. Section 1.02. Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principles consistent with those applied in the preparation of the financial statements referred to in Section 4.04, and all financial data submitted pursuant to this Agreement shall be prepared in accordance with such principles. Article II AMOUNT AND TERMS OF THE LOAN Section 2.01. Term Loan. The Lender agrees on the terms and conditions hereinafter set forth, to make a loan (the "Loan") to the Borrower on the date of this Agreement in the principal amount of not more than One Hundred Seventeen Thousand Five Hundred and Eighty Six Dollars ($117,586.00). Section 2.02. Interest. The Borrower shall pay the interest to the Lender on the outstanding and unpaid principal amount of the Loan made under this Agreement at a rate per annum equal to the interest rate charged under the County SIED Agreement. Any change in the interest rate resulting from a change in the rate charged under the County SIED Agreement shall become effective as of the opening of business on the day on which such change in the County SIED Agreement interest Term Loan Agreement 3. rate shall become effective. Interest shall be calculated in a manner consistent with the terms of the County SIED Agreement. Any principal amount not paid when due (at maturity, by acceleration, or otherwise) shall bear interest thereafter until paid in full, payable on demand, at the publicly announced prime rate of interest by Bank of America as of the day immediately after the payment due date. Section 2.03. Term Note. The Borrower's obligation to repay the Loan shall be evidenced by its promissory note (the "Note") in substantially the form of Exhibit "B" attached hereto with blanks appropriately filled in and payable to the order of the Lender. The Note shall be dated the date of this Agreement and the principal of the Loan shall be repaid in seven (7) equal, consecutive annual installments, with the first installment due on October 1, 2000, with subsequent installments on the first day of each October thereafter to and including October 1, 2006, provided, however, that the last such installment shall be in the amount necessary to repay in full the unpaid principal amount of the Loan. Section 2.04. Prepayments. The Borrower may prepay the Note in whole or in part with accrued interest to the date of such prepayment on the amount prepaid, provided that each partial prepayment shall be in a principal amount of not less than the next due annual payment and shall be applied to the principal installments of the Note in the inverse order of their maturities. Section 2.05. Method of Payment. The Borrower shall make each payment under this Agreement and under the Note on the date when due in lawful money of the United States to the Lender at its Principal Office in immediately available funds. Whenever any payment to be made under this Agreement or under the Note shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest. Section 2.06. Use of Proceeds. The proceeds of the Loan hereunder shall be used by the Borrower to construct road, curb, sidewalks, water and sewer mains and utility improvements as provided for under the approved plans and specifications of the "S" Street Project. The Borrower will not, directly or indirectly, use any part of such proceeds for any purpose not consistent with said project. Term Loan Agreement 4. Article III CONDITIONS PRECEDENT Section 3.01. Condition Precedent to the Loan. The obligation of the Lender to make the Loan to Borrower is subject to the conditions precedent that the Lender shall have received on or before the day of such Loan each of the following, in form and substance satisfactory to the Lender and its counsel: (1) Note. The Note duly executed by the Borrower; (2) Assignment. An Assignment of certificate of deposit in an amount sufficient to fully secure payment of the original principal balance of the Note and performance of all obligations under this Agreement. (3) Security Agreement. A Security Agreement, duly executed by the Borrower, together with appropriate UCC -1 Financing Statement. (4) Evidence of authorization for all action by the Borrower. Copies of all authorizations by the members of the Borrower authorizing the action taken by the Borrower, including resolutions of its members, authorizing the execution, delivery, and performance of the Loan Documents to which it is a party and each other document to be delivered pursuant to this Agreement; (5) Incumbency and signature certificate of the Borrower. A certificate (dated as of the date of this Agreement) of the Managing Member of Borrower certifying the names and true signatures of all members of the Borrower and of all members authorized to sign the Loan Documents to which it is a party and each other documents to be delivered by the Borrower under this Agreement; (6) Transfer of title to Real Property. The Borrower will transfer all rights, title or interests required by the Lender necessary to allow the City of Yakima to construct or cause to construct the infrastructure improvements set forth on the Site Plan attached hereto as Exhibit "A" and as otherwise reasonably required to transfer title to the City for dedication of roadways. (7) Additional documentation. The Lender shall have received such other approvals, opinions, or documents as the Lender may reasonably request. Term Loan Agreement 5. Article IV REPRESENTATIONS AND WARRANTIES The Borrower represents and warrants to the Lender that: Section 4.01. Formation, Good Standing, and Due Qualification. The Borrower is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Washington; has the power and authority to own its assets and to transact the business in which it is now engaged or proposed to be engaged in. Section 4.02. Power and Authority. The execution, delivery, and performance by the Borrower of the Loan Documents have been duly authorized by all necessary company action. Section 4.03. Legally Enforceable Agreement. This Agreement is, and each of the other Loan Documents when delivered under this Agreement will be, legal, valid, and binding obligations of the Borrower and be enforceable against the Borrower in accordance with their respective terms, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditors' rights generally. Section 4.04. Litigation. There is no pending or threatened action or proceeding against or affecting the Borrower before any court, governmental agency, or arbitrator, which may, in any one case or in the aggregate, materially adversely affect the financial condition, operations, properties, or business of the Borrower or the ability of the Borrower to perform its obligation under the Loan Documents to which it is a party. Section 4.05. Ownership and Liens. The Borrower has title to all assets assigned or pledged to Lender as security for repayment of the Note. Section 4.06. Environment. The Borrower and the Guarantor have duly complied with, and their businesses, operations, assets, equipment, property, leaseholds, or other facilities are in compliance with, the provisions of all federal, state, and local environmental, health, and safety laws, codes and ordinances, and all rules and regulations promulgated thereunder. Term Loan Agreement 6. Neither the Borrower nor the Guarantor has received notice of, nor knows of, or suspects, facts which might constitute any violations of any federal, state, or local environmental, health, or safety laws, codes or ordinances, and any rules or regulations promulgated thereunder with respect to its businesses, operations, assets, equipment, property, leaseholds, or other facilities. Neither the Borrower nor the Guarantor have any indebtedness, obligation, or liability, absolute or contingent, matured or not matured, with respect to the storage, treatment, cleanup, or disposal of any solid wastes, hazardous wastes, or other toxic or hazardous substances (including without limitation any such indebtedness, obligation, or liability with respect to any current regulation, law, or statute regarding such storage, treatment, cleanup, or disposal) which is not disclosed herein: Article V AFFIRMATIVE COVENANTS So long as the Note shall remain unpaid, the Borrower will: Section 5.01. Maintenance of Existence. Preserve and maintain its company existence and good standing in the jurisdiction of its formation. Section 5.02. Maintenance of Records. Keep adequate records and books of account reflecting all financial transactions of the Borrower. Section 5.03. Maintenance of Properties. Maintain, keep, and preserve all of its properties (tangible and intangible) necessary or useful in the proper conduct of its business in good working order and condition, ordinary wear and tear excepted. Section 5.04. Conduct of Business. Continue to engage in an efficient and economical manner in a business of the same general type as now conducted by it on the date of this Agreement. Section 5.05. Compliance With Laws. Comply in all respects with all applicable laws, rules, regulations, and orders, such compliance to include, without limitation, paying before the same become delinquent all taxes, assessments, and governmental charges imposed upon it or upon its property. Section 5.06. Environment. Be and remain in compliance with the provisions of all federal, state, and local environmental, health, and safety laws, codes Term Loan Agreement 7. and ordinances, and all rules and regulations issued thereunder; notify the Lender immediately of any notice of a hazardous discharge or environmental complaint received from any governmental agency or any other party; notify the Lender immediately of any hazardous discharge from or affecting its premises; immediately contain and remove the same, in compliance with all applicable laws; promptly pay any fine or penalty assessed in connection therewith; permit the Lender to inspect the premises, to conduct tests thereon, and to inspect all books, correspondence, and records pertaining thereto; and at the Lender's request, and at the Borrower's expense, provide a report of a qualified environmental engineer, satisfactory in scope, form, and content to the Lender, and such other and further assurances reasonably satisfactory to the Lender that the condition has been corrected. Article VI NEGATIVE COVENANTS So long as the Note shall remain unpaid, the Borrower will not: Section 6.01. Liens. Create, incur, assume, or suffer to exist any Lien upon or with respect to any of its assets assigned or pledged to Lender to secure payment under the Note and performance of all obligations under this Agreement, now or hereafter acquired. Article VII EVENTS OF DEFAULT Section 7.01. Events of Default. If any of the following events shall occur: (1) The Borrower should fail to pay the principal of, or interest on, the Note, or any fee, as and when due and payable; (2) Any representation or warranty made or deemed made by the Borrower in this Agreement, the Assignment, or the Security Agreement shall prove to have been incorrect, incomplete, or misleading in any material respect on or as of the date made or deemed made; (3) The Borrower shall fail to perform or observe any term, covenant, or agreement contained in Articles V, V1, or VII hereof; Term Loan Agreement 8. (4) The Borrower or the Guarantor (a) shall generally not pay, or shall be unable to pay, or shall admit in writing its inability to pay its debts as such debts become due; or (b) shall make an assignment for the benefit of creditors, or petition or apply to any tribunal for the appointment of a custodian, receiver, or trustee for it or a substantial part of its assets; or (c) shall commence any proceeding under bankruptcy, reorganization, arrangement, readjustment of debt, dissolution, or liquidation law or statute of any jurisdiction, whether now or hereafter in effect; or (d) shall have had any such petition or application filed or any such proceeding commenced against it in which an order for relief is entered or an adjudication or appointment is made, and which remains undismissed for a period of one hundred and eighty (180) days or more; or (e) shall take any corporate action indicating its consent to, approval of, or acquiescence in any such petition, application, proceeding, or order for relief or the appointment of a custodian, receiver, or trustee for all or any substantial part of its properties; or (f) shall suffer any such custodianship, receivership, or trusteeship to continue undischarged for a period of one hundred and eighty (180) days or more; (5) The Assignment or the Security Agreement shall at any time after its execution and delivery and for any reason cease (a) to create a valid and perfected first priority security interest in and to the property purported to be subject to such Security Agreement; or (b) to be in full force and effect or shall be declared null and void, or the validity or enforceability thereof shall be contested by the Borrower, or the Borrower shall deny it has any further liability or obligation under the Assignment or the Security Agreement, or the Borrower shall fail to perform any of its obligations under the Assignment or the Security Agreement; or (6) The Lender otherwise deems itself insecure. Section 7.02. Remedies Upon Default. Upon the occurrence of any event of default, the Lender may, by notice to the Borrower, declare the Note, all interest thereon, and all other amounts payable under this Agreement to be forthwith due and payable, whereupon the Note, all such interest, and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest, or further notice of any kind, all of which are hereby expressly waived by the Borrower. Upon the occurrence and during the continuance of any Event of Default, the Lender is hereby authorized at any time and from time to time, without notice to the Borrower (any such notice being expressly waived by the Borrower), to deliver notice Term Loan Agreement 9. to the person obligated under the certificate of deposit to deliver all funds represented by said certificate of deposit to Lender and then to immediately set off and apply any and all such funds against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or the Note or any other Loan Document, irrespective of whether or not the Lender shall have made any demand under this Agreement or the Note or such other Loan Document and although such obligations may be unmatured. The Lender agrees promptly to notify the Borrower after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Lender under this Section 7.01 are in addition to other rights and remedies (including, without limitation, other rights of setoff) which the Lender may have. Article VIII MISCELLANEOUS Section 8.01. Amendments, Etc. No amendment, modification, termination, or waiver of any provision of any Loan Document to which the Borrower is a party, nor consent to any departure by the Borrower from any Loan Document to which it is a party, shall in any event be effective unless the same shall be in writing and signed by the Lender, and then such waiver or consent shall be effective only in specific instance and for the specific purpose for which given. Section 8.02. Notices, Etc. All notices and other communications provided for under this Agreement and under the other Loan Documents to which the Borrower is a party shall be in writing (including telegraphic, telex, and facsimile transmissions) and mailed or transmitted or delivered, if to the Borrower, at its address at: Chinook Business Park, L.L.C. 1901 North 4th Street Yakima, Washington 98901 Attention: Gary Lukehart; and if to the Lender, at its address at: 129 North Second Street Yakima, Washington 98901 Attention: William R. Cook; Term Loan Agreement 10. or, as to each party, at such other address as shall be designated by such party in a written notice to the other party complying as to delivery with the terms of this Section 8.02. Except as otherwise provided in this Agreement, all such notices and communications shall be effective when deposited in the mails or delivered to the telegraph company, or sent, answerback received, respectively, addressed as aforesaid, except that notices to the Lender pursuant to the provisions of Article II shall not be effective until received by the Lender. Section 8.03. No Waiver. No failure or delay on the part of the Lender in exercising any right, power, or remedy hereunder shall operate as a waiver thereof; not shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy hereunder. The rights and remedies provided herein are cumulative, and are not exclusive of any other rights, powers, privileges, or remedies, now or hereafter existing, at law or in equity or otherwise. Section 8.04. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Borrower and the Lender and their respective successors and assigns, except that the Borrower may not assign or transfer any of its rights under any Loan Document to which the Borrower is a party without the prior written consent of the Lender. Section 8.05. Integration. This Agreement and the Loan Documents contain the entire agreement between the parties relating to the subject matter hereof and supersede all oral statement and prior writings with respect thereto. Section 8.06. Indemnity. The Borrower hereby agrees to defend, indemnify, and hold the Lender harmless from and against any and all claims, damages, judgments, penalties, costs, and expenses (including attorney fees and court costs now or hereafter arising from the aforesaid enforcement of this clause) arising directly or indirectly from the activities of the Borrower, its predecessors in interest, or third parties with whom it has a contractual relationship, or arising directly or indirectly from the violation of any environmental protection, health, or safety law, whether such claims are asserted by any governmental agency or any other person. This indemnity shall survive termination of this Agreement. Section 8.07. Governing Law. This Agreement and the Note shall be governed by, and construed in accordance with, the laws of the State of Washington. Term Loan Agreement 11. Section 8.08. Severability of Provisions. Any provision of any Loan Document which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of such Loan Document or affecting the validity or enforceability of such provision in any other jurisdiction. Section 8.09. Headings. Article and Section headings in the Loan Documents are included in such Loan Documents for the convenience of reference only and shall not constitute a part of the applicable Loan Documents for any other purpose. Section 8.11. Attorney Fees. In the event legal action is instituted to determine the rights and duties of the parties hereunder in any state or federal court, including bankruptcy court, the prevailing party in any court action shall be awarded, its reasonable attorney's fees, costs and expenses in pursuing such action in any state or federal court and enforcing such rights and duties determined thereby. Section 8.11. Jury Trial Waiver. THE LENDER AND THE BORROWER HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM, WHETHER IN CONTRACT OR TORT, AT LAW OR IN EQUITY, ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE LOAN DOCUMENTS. NO OFFICER OF THE LENDER HAS AUTHORITY TO WAIVE, CONDITION, OR MODIFY THIS PROVISION. DISCLOSURE ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT, OR FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written. Term Loan Agreement CHINOOK BUSINESS PARK, INC. Title,..--)-2.---7....-t,,/----- 12. itle,,-,-v , ,/----- 12. ATTEST: City of Yakima 129 North Second Street Yakima, WA 98901 ,29 CITY OF YAKIMA By: R. A. Zais, Jr., City Manager Karen Roberts, City Clerk F:\CLIENTS\DAB\YAKIMA\SIED Program\Ter City Contract No. 99-117 Resolution No. R-99-131 Term Loan Agreement 13. Aw•J .-.44 4-- ss--,... .4•-• 4,••••••• ypimmilmmommo. EXHIBIT 'A' ..FOU INNS mil. STREET (TEMrio MOM' tinaRrel.di . •4'" et • • )1eAm •E A:7V • . Z 47 VICINITY MAP "S" STREET AND NORTH FIFTH STREET ROADWAY AND UTILITY IMPROVEMENTS AUGUST 31, 1SSO EXHIBIT "B" TO TERM LOAN AGREEMENT TERM NOTE $117,586.00 September , 1999 Yakima, Washington FOR VALUE RECEIVED, the undersigned, CHINOOK BUSINESS PARK, INC., a Washington limited liability company (the "Borrower"), HEREBY PROMISES TO PAY to the order of THE CITY OF YAKIMA, (the "Lender"), at its Principal Office located at 129 North 2nd Street, Yakima, Washington, the principal amount of ONE HUNDRED SEVENTEEN THOUSAND FIVE HUNDRED AND EIGHTY SIX DOLLARS ($117,586.00) in lawful money of the United States and in immediately available funds in seven (7) equal, consecutive annual installments, with the first installment due on October 1, 2000, with subsequent installments on the first day of each October thereafter to and including October 1, 2006, provided, however, that the last such installment shall be in the amount necessary to repay in full the unpaid principal amount of this Term Note, and to pay interest on the unpaid principal amount of this Term Note from the date of this Term Note until such principal amount has been fully repaid at a rate per annum equal to the rate set at Yakima County, Washington's "interfund transfer" rate. Any amount of principal hereof which is not paid when due, whether at stated maturity, by acceleration, or otherwise, shall bear interest from the date when due until said principal amount is paid in full, at the publicly announced prime rate of interest by Bank of America as of the day immediately after the payment due date. If any installment of this Term Note becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day, and interest shall be payable thereon at the rate herein specified during such extension. This Term Note is the Note referred to in, and is entitled to the benefits of, the Term Loan Agreement of even date, between the Borrower and the Lender (the "Credit Agreement"). Terms used herein which are defined in the Credit Agreement shall have their defined meanings when used herein. The Credit Agreement, among other things, contains provisions for acceleration of the maturity of this Term Promissory Note 1. Term Note upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the maturity of this Term Note upon the terms and conditions specified in the Credit Agreement. This Term Note is secured by a Security Agreement referred to in the Credit Agreement, reference to which is hereby made for a description of the collateral provided for under the Security Agreement and the rights of the Borrower and the Lender with respect to such collateral. This Term Note shall be governed by the laws of the State of Washington, provided that, as to the maximum rate of interest which may be charged or collected, if the laws applicable to the Lender permit it to charge or collect a higher rate than the laws of the State of Washington, then such law applicable to the Lender shall apply to the Lender under this Term Note. Venue for any action shall be in Yakima County. Attorney Fees: In the event of any collection activity, or if legal action is instituted to determine the rights and duties of the parties hereunder in any state or federal court, including bankruptcy court, the acting party shall be paid by the other party, or the prevailing party in any court action shall be awarded, its reasonable attorney's fees, costs and expenses in pursuing collection or in bringing such action in any state or federal court and enforcing such rights and duties determined thereby. CHINOOK BUSINESS PARK, INC. B Title : /2/79-7.,7�/ F:\CLIENTS\DAB\YAKIMA\SIED Program\Exh B to Loan Agt..doc Term Promissory Note 2. ASSIGNMENT OF CERTIFICATE OF DEPOSIT DATE: September J1 , 1999 PARTIES: Assignor: CHINOOK BUSINESS PARK, L.L.C., a Washington limited liability company. Assignee: CITY OF YAKIMA, a Washington municipal corporation. SECURED OBLIGATION: This Assignment is given to secure the payment and performance of that certain Term Promissory Note made by Assignor in favor of Assignee in the amount of One Hundred Seventeen Thousand Five Hundred and Eighty Six Dollars ($117,586.00) of even date herewith, together with interest thereon and together with any extensions or renewals thereof. DESCRIPTION OF COLLATERAL: The collateral covered by this Assignment consists of the following: All of Assignor's right, title and interest in and to that certificate of deposit drawn on Yakima National Bank, certificate number 13013107 in the principal amount of $120,000.00 and including but not limited proceeds, contract rights, cash and cash equivalents represented thereby, moneys represented thereby, rights to payment, interest accrued thereon, and general intangibles related thereto. ASSIGNMENT: NOW, THEREFORE, it is agreed as follows: 1. Assignment - Security Interest: Assignor does hereby assign for all purposes and not solely for security purposes, and grant to Assignee a security interest in the above-described collateral, together with the proceeds thereof, to secure the secured obligation referred to above. Assignee shall have all rights and remedies with ASSIGNMENT OF 1 CERTIFICATE OF DEPOSIT secured obligation referred to above. Assignee shall have all rights and remedies with respect to the security interest evidenced hereby as provided for under the laws of the State of Washington, including the Uniform Commercial Code. 2. Possession: It is understood that the Certificate of Deposit which is subject to this collateral are to be delivered to Assignee within ten (10) days of the date hereof and thereafter to be held in the possession of Assignee until full and final performace by Assignor under the Tern Promissory Note. 3. Representations and Covenants: Assignor hereby represents, covenants, and agrees with Assignee as follows: Assignor shall execute from time to time, along with Assignee, any financing statements, certificates, instruments, assignments, pledge agreements, powers of attorney, or other documents and do such other acts considered by Assignee to be necessary or desirable to perfect or protect the security interest enacted hereby, and Assignor shall pay all costs and expenses relating to their preparation and filing. This assignment and security agreement and the indebtedness hereby secured are subject to the laws of the State of Washington and are to be construed in accordance thereof. Any legal action instituted with regard to the terms hereof shall have a venue laid in the County of Yakima. In the event legal action is instituted to determine the rights and duties of the parties hereunder, the prevailing party in such matter shall be awarded its reasonable attorney's fees and costs in bringing such action in any state or federal court and enforcing such rights and duties determined thereby. Assignor: ASSIGNMENT OF 2 CERTIFICATE OF DEPOSIT STATE OF WASHINGTON . ss. County of Yakima I certify that I know or have satisfactory evidence that Gary Lukehart signed this instrument, on oath stated that he was authorized to execute the instrument and acknowledged it as the free and voluntary act on behalf of the Assignor for the uses and purposes mentioned in the instrument. DATED this 7day of September 1999. ATTEST: City of Yakima 129 North Second Street Yakima, WA 98901 NOTARY P`ii BLIC Residing at Commission expires: /.S—f CITY OF YAKIMA By: P z� Karen Roberts, City Clerk F:\CLIENTS\DAB\YAKIMA\SIED Program\ASSTGNM'E`1of CD.doc R. A. Zais, Jr., City Manager Contract No. 99-117 Resolution No. R-99-131 ASSIGNMENT OF CERTIFICATE OF DEPOSIT 3 Time Certificate of Deposit Financial Institution: Yakima National Bank 601 West Walnut, Yakima, WA 98902 Number: Account Name: CHINOOK BUSINESS PARK, L L C Account Number 13013107 SSN/TIN: IIssue Date Deposit Amount Term Maturity Date October 8, 1999 $120,000.00 I 3 Months January 8, 2000 Rate Information: This account is an interest bearing account. The interest rate on the account is 4.55% with an annual percentage yield of 4.65%. The interest rate and annual percentage yield will not change for the term of the account. The interest rate will be in effect until January 8, 2000. Interest begins to accrue on the business day you deposit noncash items (for example, checks). Interest will be compounded monthly and will be credited to the account monthly. Interest on your account will be credited by adding the Interest to the principal. Balance Information: We use the daily balance method to calculate the interest on the account. This method applies a daily periodic rate to the principal in the account each day. We will use an interest accrual basis of 365 for each day in the year. You must maintain a minimum balance of $500.00 in the account each day to obtain the disclosed annual percentage yield. Limitations: You must deposit $500.00 to open this account. You may not make additional deposits into this account. You may not make withdrawals from your account until the maturity date. Time Account Information: Your account will mature on January 8, 2000. If you withdraw any of the principal before the maturity date we may impose a penalty of 30 days interest on the principal balance in the account. The annual percentage yield assumes interest will remain on deposit until maturity. A withdrawal will reduce earnings. This account will automatically renew. You will have 10 days after the maturity date to withdraw funds without penalty. Member Si nature and Title of Authorfae d Financial Institution Signer NON TRANSFERABLE - NON NEGOTIABLE FDIC TIME CERTIFICATE OF DEPOSIT - 3 MONTH CERTIFICATE OF DEPOSIT We appreciate your decision to open a time certificate of deposit account with us. This Agreement sets forth certain conditions, rates, and rules that are specific to your Account. Each signer acknowledges that the Account Holder named has placed on deposit with the Financial Institution the Deposit Amount indicated, and has agreed to keep the funds on deposit until the Maturity Date. As used in this Agreement, the words "you", "your" or "yours" mean the Account Holder(s), the word "Account" means this Time Deposit Agreement Account and the word "Agreement" means this Time Certificate of Deposit Agreement, and the words "we", "us" and "our" mean the Financial Institution. This Account is effective as of the Issue Date and is valid as of the date we receive credit for noncash items (such as checks drawn on other financial institutions) deposited to open the Account. Deposits of foreign currency will be converted to U.S. funds as of the date of deposit and will be reflected as such on our records. INTEREST RATE. The interest rate is the annual rate of interest paid on the Account which does not reflect compounding ("Interest Rate"), and is based upon the interest accrual basis described above. AUTOMATIC RENEWAL POLICY. If the Account will automatically renew as described above, the principal amount and all paid earned interest that has not been withdrawn will automatically renew on each Maturity Date for an identical period of time as the original deposit term. Interest on renewed accounts will be calculated at the interest rate then in effect for time deposits of that Deposit Amount and term. If you wish to withdraw funds from your Account, you must notify us during the grace period after the Maturity Date. EARLY WITHDRAWAL PENALTY. You have agreed to keep the funds on deposit until the Maturity Date of your Account. Any withdrawal of all or part of the funds from your Account prior to maturity may result in an early withdrawal penalty. We will consider requests for early withdrawal and, if granted, the penalty as specified above will apply. Minimum Required Penalty. If you withdraw money within six (6)days after the date of deposit, the Minimum Required Penalty is seven (7) days' simple interest on the withdrawn funds. If partial early withdrawal(s) are permitted, we are required to impose the Minimum Required Penalty on the amount(s) withdrawn within six (6) days after each partial withdrawal. The early withdrawal penalty may be more than the Minimum Required Penalty. You pay the early withdrawal penalty by forfeiting part of the accrued interest on the Account. If your Account has not earned enough interest, or if the interest has been paid, we take the difference from the principal amount of your Account. Exceptions. We may let you withdraw money from your Account before the Maturity Date without an early withdrawal penalty: (1) when one or more of you dies or is determined legally incompetent by a court or other administrative body of competent ,jurisdiction; or (2) when the Account is an Individual Retirement Account (IRA) establised in accordance with 26 USC 408 and the money is paid within seven (7) days after the Account is opened; or (3) when the Account is a Keogh Plan (Keogh), if you forfeit at least the interest earned on the withdrawn funds; or (4) if the Account is an IRA or a Keogh Plan established pursuant to 26 USC 408 or 26 USC 401, when you reach age age 59 1/2 or become disabled; or (5) within an applicable grace period (if any). RIGHT OF SETOFF. Subject to applicable law, we may exercise our right of setoff or security interest against any and all of your Accounts (except IRA, Keogh plan and Trust Accounts) without notice, for any liability or debt of any of you, whether joint or individual, whether direct or contingent, whether now or hereafter existing, and whether arising from overdrafts, endorsements, guarantees, loans, attachments, garnishments, levies, attorneys' fees, or other obligations. If the account is a joint or multiple—party account, each joint or multiple—party account holder authorizes us to exercise our right of setoff against any and all Accounts of each account holder. OTHER ACCOUNT RULES. The following rules also apply to the Account. Surrender of Instrument. We may require you to endorse and surrender this Agreement to us when you withdraw funds, transfer or close your Account. If you lose this Agreement, you agree to sign any affidavit of lost instrument, or other Agreement we may require, and agree to hold us harmless from liability, prior to our honoring your withdrawal or request. Death of Account Holder. Each Account Holder agrees to notify us immediately upon the death of any other Account Holder. You agree that we may hold the funds in your Account until we have received all required documentation and instructions. Indemnity. If you ask us to follow instructions that we believe might expose us to any claim, liability or damages, we may refuse to follow your instructions or may require a bond or other protection, including your agreement to indemnify us. Pledge. You agree not to pledge your Account without our prior consent. You may not withdraw funds from your Account until all obligations secured by your Account are satisfied. Page 1 of 2 DEPOSIT PRO, Reg. U.S. Pet. a T.M. OFF., Ver 8.04e (c) 1950 CFI PraServices, Inc. AS Rights Reserved. WA - 1.760 SECURITY AGREEMENT DEBTOR: CHINOOK BUSINESS PARK, L.L.C., a Washington limited liability comp any. SECURED PARTY: THE CITY OF YAK1MA, a Washington municipal corporation. As collateral securing all presents and future obligations of Debtor to Secured Party, Debtor hereby grants to Secured Party a security interest in: All Debtor's rights, title and interest in and to that certificate of deposit drawn on Yakima National Bank, certificate number 13013107 in the principal amount of $120,000.00, including but not limited to proceeds, contract rights, cash and cash equivalents and moneys represented thereby, rights to payment, interest accrued thereon, and general intangibles related thereto. NONE OF WHICH THE DEBTOR IS AUTHORIZED TO SELL, LEASE OR OTHERWISE DISPOSE OF WITHOUT THE WRITTEN CONSENT OF SECURED PARTY; all cash and non-cash proceeds of any of the foregoing, in whatever form (including proceeds in the form of inventory, equipment or any other form of real or personal property), including proceeds of proceeds; all books and records relating to the any of the foregoing collateral, This security agreement is given to secure the payment and performance of all indebtedness and obligations of Debtor to Secured Party presently existing or hereafter arising, direct or indirect, all fees and costs expended by Secured Party to enforce its rights hereunder or to preserve and protect the above-described collateral and interest thereon. Debtor hereby represents, covenants and agrees with Secured Party as follows: 1. Additional Documents: Debtor shall execute from time to time, along with Secured Party, any financing statements, certificates, instruments, assignments, pledge agreements, powers of attorney, or other documents and do such other acts considered by Page 1 Secured Party to be necessary or desirable to perfect or protect the security interest enacted hereby, and Debtor shall pay all costs and expenses relating to their preparation and filing. 2. Use of Collateral: Debtor agrees to comply with any governmental regulation affecting the use of the collateral and will not use or permit the use of the collateral in any unlawful manner. Debtor represents and agrees that the primary use of said collateral is for use and consumption in his business. 3. Debtor and Collateral Location: The collateral is in the possession of the Secured Party. The address appearing next to Debtor's signature below is the chief executive office of Debtor's operations. 4. Ownership and Liens: Debtor is duly organized and existing under the laws of the state of its formation; owns the collateral and it is free and clear of all security interests and encumbrances of every nature, except as noted on the reverse. Debtor will not create or permit the existence of any lien or security interest other than that hereby created on the collateral without the written consent of Security Party. Any certificate of title now or hereafter existing on any of the collateral will be delivered to Secured Party and will recite the interest of Secured Party. 6. Removal, Sale and Accounting: Without the prior written consent of Secured Party, Debtor will not remove the collateral from the state where Debtor has indicted herein the collateral is located, nor sell or dispose of any portion of said collateral except on the following terms and conditions to which Debtor agrees: (a) All proceeds of any sale of the collateral consented to by Secured Party shall be obtained on a timely basis and in a form jointly payable to Debtor and Secured Party. Such proceeds shall be immediately delivered to Secured Party. All chattel paper, contracts, or other evidence of obligation, whether issued by a warehouse marketing group or otherwise, and all accounts receivable and other non-cash proceeds shall immediately be endorsed and assigned and delivered to Secured Party as security for the indebtedness secured thereby. (b) (c) All of the proceeds of any such disposition, when and if received by Secured Party, may at the Secured Party's option be applied to the indebtedness secured hereby. The Secured Party may collect the proceeds of any of such accounts or other non-cash proceeds of sale, and at its discretion sell or dispose of any or all of the proceeds of said sale without notice to Debtor. (d) The Secured Party may assign or transfer the whole or any part of the indebtedness, obligation, or liability of the Debtor, and may transfer therewith as collateral security the whole or any part of the collateral herein mentioned, and all obligations, rights, powers, and privileges Page 2 herein provided shall inure to the benefit of the assignee and shall bind the heirs, executors, administrators, successors, or assigns of the parties hereto, as the case may be. 8. Expenses Incurred by Secured Party: Secured Party is not required to, but may at its option, pay any tax, other charge, assessment, or expense payable by Debtor and any filing or recording fees, and any amounts so paid shall be repayable by Debtor upon demand. All such sums shall bear interest at the rate of twelve percent (12%) per annum from the date of payment by the Secured Party until repaid by Debtor and such sums and interest thereon shall be secured hereby. The rights granted by this paragraph are not a waiver of any other rights of Secured Party arising from breach of any of Debtor's covenants. 9. Appointment of Agent: The undersigned Debtor does hereby designate and appoint Secured Party, its successors and assigns, its true and lawful attorney or attorneys with power irrevocable, for it and in its name, place and stead to ask, demand, receive, receipt and give acquittance for any and all amounts which may be or become due or payable to Debtor pursuant to the collateral, or any amendments or supplements thereto, and in its discretion to file any claim or take any action or proceeding, or either, in its own name or in the name of the undersigned or otherwise, which to Secured Party or any successor or assignee may seem necessary or desirable in order to collect or enforce payment of any and all amounts which may become due or owing pursuant to said collateral, or any amendment or supplement thereto, and to endorse for collection, payment, receipt, or transfer, any draft, order, check, instrument, security, or document for or on behalf of Debtor. The acceptance of this appointment by Secured Party shall not obligate it to perform any duty, covenant, or obligation required to be performed by Debtor under or by virtue of said collateral or any amendments or supplements thereto. Secured Party, its successors and assigns may also execute, on behalf of Debtor, any financing statements or other instruments, which in the opinion of Secured Party, its successors or assigns, may be desirable to perfect or protect its position under the above collateral. 10. Waivers: This security agreement shall not be qualified or supplemented by course of dealing. No waiver or modification by Secured Party of any of the terms or conditions thereon shall be effective unless in writing signed by Secured Party. No waiver or indulgence by Secured Party as to any required performance by Debtor shall constitute a waiver as to any subsequent required performance or other obligations of Debtor hereunder. 11. Default: Time is of the essence in this security agreement, and in any of the following events, hereinafter called "Events of Default", to -wit: (a) Any failure to pay when due the full amount of any payment of principal, interest, taxes, insurance premiums or other charges which are or may be secured hereby; or (b) Any failure to perform as required by covenant or agreement herein; or Page 3 (c) The falsity of any representation of Debtor herein or in any credit application or financial statement given by Debtor to Secured Party as a basis for any extension of credit secured hereby; or (d) If the collateral should be seized or levied upon under any legal or governmental process against Debtor or against the collateral; or (d) If Debtor becomes insolvent or is the subject of a petition in bankruptcy, either voluntary or involuntary, or in any other proceeding under the federal bankruptcy laws, or makes an assignment for the benefit of creditors; or if Debtor is named or in the collateral is subjected to a suit for the appointment of a receiver; or (e) (f) (g) Entry of any judgment against Debtor; or Dissolution or liquidation of Debtor; or The Secured Party deems itself insecure. Then and in any of such events of default, the entire amount of indebtedness secured hereby shall then or at any time thereafter, at the option of Secured Party, become immediately due and payable without notice of demand, and Secured Party shall have an immediate right to pursue the remedies provided herein. 12. Remedies: In the event of a default hereunder, Secured Party shall have all remedies provided by law, and without limiting the generality of the foregoing, shall be entitled as follows: (a) Debtor agrees to put Secured Party in possession of the collateral on demand; and (b) Secured Party is authorized to take possession of said collateral without notice or demand and without legal proceedings; and (c) Debtor agrees that any notice or other communication by Secured Party to Debtor shall be sent to the mailing address of the Debtor stated herein; and (d) Debtor agrees to pay on demand the amount of all expenses reasonably incurred by Secured Party in protecting or realizing on the collateral. In the event that this security agreement or any obligation secured by it is referred to an attorney for protecting or defending the priority of Secured Party's interest or for collection or realization procedures. Debtor agrees to pay a reasonable attorneys' fees, including fees incurred in both trial and appellate courts, either state or federal, and including bankruptcy court, or fees incurred without suit and expenses of title search and all court costs and costs of public officials. The sums agreed to be paid in this sub -paragraph shall be secured hereby; and Page 4 (e) If Secured Party disposes of the collateral, Debtor agrees to pay any deficiency remaining after application of the net proceeds to any indebtedness secured hereby. 13. This security agreement and the indebtedness hereby secured are subject to the laws of the State of Washington and are to be construed in accordance thereof. Any legal action instituted with regard to the terms hereof shall have a venue laid in the County of Yakima. In the event of any collection action, or if legal action is instituted to determine the rights and duties of the parties hereunder, the moving or prevailing party shall be paid or awarded its reasonable attorney's fees, expneses and costs in pursuing collection or in bringing any action in any state or federal court and enforcing such rights and duties determined thereby. DATED this ,2174-7 day of September 1999. CLIENTS\DAB\YAKIMA\SIED Program\SEC.AGT.doc CHINOOK BUSINESS PARK, L.L.C. By: Its: FEIN: Page 5 This UCC•1 FINANCING STATEMENT is presented for filing pursuant to the 2,111ASHINGTON UNIFORM COMMERCIAL CODE, chapter 62A.9 RCW, to perfecta security interest in the below named collateral. PLEASE TYPE FORM Filing fee: $12.00. 1. DEBTOR(S) (see instruction 12) Debtor 1 ❑ PERSONAL (last, first, middle name and address) SSN: CS BUSINESS (legal business name and address) FEIN: Debtor 2 SSN: FEIN: CHINOOK BUSINESS PARK, L.L.C., a Washington limited liability canpany 1901 North 4th Street Yakima, WA 98901 TRADE NAME, DBA, AKA: 2. FOR OFFICE USE ONLY — CO NOT WRITE IN THIS BOX 3. SECURED PARTY(IES) (name and address) CITY OF YAKIMA 129 North 2nd Street Yakima, WA 98901 L 4. ASSIGNEE(S) of SECURED PARTY(IES) if applicable (name and address) 5. SECURED PARTY CONTACT PERSON: Wil 11 am R. Cook Phone: (509) 575-6113 6. CHECK ONLY IF APPLICABLE: (For definitions of TRANSMITTING UTILITY AND PRODUCTS OF COLLATERAL, see instruction sheet.) 0 Debtor is a Transmitting Utility (i Products of Collateral are also covered 7. THIS FINANCING STATEMENT covers the following collateral: (Attach additional 8-1/2"x 11"sheet(s) if needed) All Debtors rights, title and interest in and to that certificate of deposit drawn on Yakima National Bank, certificate number 13013107 in the principal amount of $117,586.00, including but not limited to proceeds, contract rights, cash and cash equivalents and moneys represented thereby, rights to payment, interest accrued thereon, and general intangibles related thereto. 8. RETURN ACKNOWLEDGMENT COPY TO: (name and address) n L DONALD A, BOYD Halverson & Applegate, P.S. P.O. Box 22730 Yakima, WA 98907 9. FILE WITH: UNIFORM COMMERCIAL CODE DEPARTMENT OF LICENSING P.O. BOX 9660 OLYMPIA, WA 98507-9660 (206) 753.2523 MAKE CHECKS PAYABLE TO THE DEPARTMENT OF LICENSING 10. FOR OFFICE USE ONLY IMAGES TO BE FILMED 11. If collateral is described below, this statement may be signed by the Secured Party instead of the Debtor. Please check the appropriate box, complete the adjacent lines and box 13, if collateral is: a. 0 already subject to a security interest in another jurisdiction when it was brought into this state or when the debtor's location was changed to this state. (complete adjacent lines 1 and 2) b. 0 proceeds of the original collateral described above in which a security interest was perfected. (complete acfacent lines 1 and 2) C. 0 listed on a filing which has lapsed. (complete adjacent lines 1 and 2) FILING OFFICE WHERE FILED d. 0 acquired after a change of name, identity, or corporate structure of the debtor(s). (complete adjacent lines 1, 2 and 3) FORMER NAME OR DEBTOR(S) ORIGINAL FILING NUMBER 2. 3. 12. DEBTOR NAME(S) AND SIGNATURE(S): CH OK BUSINE E(S)OF PARK L.L.C. SIGNATURE(S ,'EBTOR( Title: 1. SIGNATURE(S) OF DEBTOR(S) 13. SECURED PARTY NAME(S) AND SIGNATURE(S) ARE REQUIRED IF BOX 11 HAS BEEN COMPLETED. TYPE NAME(S) OF SECURED PARTY(IES) AS IT APPEARS IN BOX 3 OR 4. SIGNATURE(S) OF SECURED PARTY(IES) SIGNATURE(S) OF SECURED PARTY(IES) FORM APPROVED FOR USE IN THE STATE OF WASHINGTON (R/7/93) WASHINGTON UCC -1 COPY i • FILING OFFICER - INDEX AN ORDINANCE ORDINANCE NO. 99 - amending the 1999 budget for the City of Yakima; and making an appropriation of $235,172 within the 123 — Economic Development Fund for expenditure during 1999 to provide infrastructure for Chinook Business Park. WHEREAS, the amount of $235,172 must be appropriated within the 123 — Economic Development Fund for expenditure during 1999 to provide infrastructure for Chinook Business Park, and WHEREAS, at the time of the adoption of the 1999 budget it could not reasonably have been foreseen that the appropriation provided for by this ordinance would be required; and the City Council finds that an emergency exists of the type contemplated by RCW 35.33.091 and that it is in the best interests of the City to make the appropriation herein provided, now, therefore, BE IT ORDAINED BY THE CITY OF YAKIMA: Section 1. The amount of $235,172 is hereby appropriated from the Unappropriated Fund Balance in the 123 — Economic Development Fund to account numbers as shown on Schedule I as a 1999 appropriation. Section 2. This ordinance is one making an appropriation and shall take effect immediately upon its passage, approval and publication as provided by law and by the City Charter. PASSED BY THE CITY COUNCIL, signed and approved this day of 1999. ATTEST: CITY CLERK First Reading: Publication Date: Effective Date: cje 09/15/99 JOHN PUCCINELLI, MAYOR SCHEDULE 1 Fund 123 - Economic Development Fund Resources 123-3-123-699-1887-33700-I LG SIED Interlocal Grant 123 -3 -123 -699 -1887 -39180 -COU SIED loan -Yakima County $117,586 $117,586 TOTAL $235,172 Appropriations 123-4-123-322-1887-59530-650 Capital Project -Infrastructure $235,172 Page 1 cje 9/16/99 September 2, 1999 TO: Yakima County Commission FROM: David McFadden, Administrator Yakima County SIED Program Project: Notice of SIED Board Action on City of Yakima Application At a duly constituted SIED Board meeting on September 9th, 1999, the Board unanimously approved a funding request from the City of Yakima to support Racing Strollers' expansion to the Chinook Business Park. Specifically the Board recommends that the County: 1. Use $117,586 of SIED funds to participate in funding infrastructure improvements (described below) to Racing Strollers site at the Chinook Business Park; and 2. Extend $117,586 of SIED funds to the City of Yakima to fund infrastructure improvements to Racing Strollers' site at the Chinook Business Park. A user fee will be charged to the City of Yakima for the use of these funds. The percentage rate of this user fee will be set at the County's interfund transfer rate. Repayment of these funds plus the user fee will occur over a seven-year period. Payments will be due annually, with the first payment due on November 1, 2000 Project Description For the City of Yakima's project described above, SIED funds will specifically be used to: 1. Make street improvements to North Fifth Street and "S" Street 2. Extend six and eight inch sewer lines approximately 340 feet; and 3. Construct water system improvements (mains, valves and hydrants). The attached engineering estimates provide a full description of all work that is to be completed as part of this project. SIED Board Findings The SIED Board made the following findings as a basis for making this award: • Racing Strollers will create 20-25 new jobs within 3 years. ✓ A $2,700,000 investment in new plant and equipment will be made. ✓ Funds to support private expansion are evident and committed. ' Other funds are not available for a project of this type. • SIED request is for approximately 78 percent of total project costs. ✓ The 20+ percent local or private match triggers 50 percent SIED participation ✓ The SIED fund will fill a gap in public financing for this project. v All private permits have been identified and can be secured by September 15, 1999. • The Racing Strollers project is consistent with Yakima's comprehensive plan. • The Yakima City Council has passed a resolution in support of project. ✓ The project will enhance existing municipal infrastructure systems. ✓ The infrastructure improvements will also provide services to adjacent undeveloped industrial property. f ECE v' ED 0 2Ou[i jITY OF YAKIMA PLANNING NNIN( DIV When recorded return to: City of Yakima 129 North Second Street Yakima, WA 98901 Ce�c�ra� 6A-4,z.-c_eJ Peffikel- 1/16.v r 1, � f1 PARTIAL RECONVEYANCE The undersigned as trustee under that certain Deed of Trust, dated July 23, 2003, in which Chinook Business Park, LLC is Grantor, and The City of Yakima is Beneficiary, recorded on August 8, 2003, under Auditor's File No. 7351307, records of Yakima County, Washington, having received from said beneficiary a written request to reconvey a portion of the real property described in said deed, which request was approved by said grantor, DOES HEREBY RECONVEY, without warranty to the person (s) entitled thereto the right, title and interest now held by said trustee in and to that portion of the real property described in said Deed of Trust, situated in the County of Yakima, State of Washington. 01"-1 1:07;t Dated: October 25;206 STATE OF WASHINGTON ss: COUNTY OF YAKIMA l/� f7._ 3 [cz. FIDE Y, TITLE COMPANY I.� ARY J. lj�I,�,)G PRESIENT On October 25, 2006, before me, the undersigned a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared Gary J. Kissling to me known to be the President of Fidelity Title Company, the corporation that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he is authorized to execute the said instrument. Witness my hand and officiat seal hereto affixed the day and year fir NOTARY PUBLIC in and for tie eta Washington, residing at Yakima Donna C. Fuge My Commission Expires: July 16, 2007 SAS Vision Form SRCO2WA Rev 05/24/96 1 111111111 111 EP 11101 111 11111 11111 7536810 Page 1 o£ 3 FIDELITY TITLE COMPANY PR $34,66 YaYakima WA 9A Request for Partial Reconveyance 2.0O6 . d � th-, ‘IiitAKIMi- PLANININO DIV The undersigned beneficiary is the legal owner and holder of the Variable/Fixed Rate Promissory Note in the original sum of $2,395,000.00 dated July 23, 2003, and amended by that First Amended Variable/Fixed Rate Promissory Note dated January 5, 2004, secured by that certain Deed of Trust dated July 23, 2003, in which Chinook Business Park, L.L.C. is grantor and Fidelity Title Company is trustee, filed for record on August 8, 2003, as Auditor's File No. 7351307, records of Yakima County, Washington. You are requested to reconvey without warranty, to the person(s) entitled thereto the right, title or interest now held by you thereunder in and to that portion of the real property described in said Deed of Trust, situated in Yakima County, Washington, as set forth in Exhibit "A" attached hereto and incorporated herein by reference. Dated July\-\ , 2006. Grantor / Beneficiary: THE CITY OF YAKIMA R. A. Zais, Jr., City Manager ATTEST. City of Yakima 129 North Second Street Yakima, WA 98901 Kafe-14-144beils, Cit W erk ietc-linct le -bora t «T t-oore. X:\CITY OF YAKIMA-20009\Trailwagons-2003015\2006\Lot 4 Sale\Request for Partial Reconveyance - Fidelity Forin (2006).DOC 111 �u 111 IM III 111111 III 111u 7536810 Page: 2 of 3 11/1712006 10:39R $34.00 Yakima Co, WA Ci E Y P,.AHN:N(��i� PARCEL A. That portion of Lot 4 of that Binding Site Plan recorded under Auditor's File No. 7204253, records of Yakima County, Washington, described as follows. Commencing at the most Easterly corner of said Lot 4; thence South 52°48'00" West along the Easterly line thereof 109.07 feet to the point of beginning; thence North 52°48'00" East 109.07 feet to the mostEasterly corner of said Lot_4: thence North 23°53'00" West 198.98 feet to the Southerly right of way line of Interstate 82; thence North 57°08'02" West along said Southerly right of way line 86.45 feet to the most Northerly corner of said Lot 4; thence South 32°51'58" West along the Westerly line thereof 460.18 feet; thence South 57°08"02" East 71:59 feet to the point of curvature of a curve concave to the Northeast, said curve having a radius of 200.00 feet; thence Easterly along said curve consuming a central angle of 34°38'49", an arc length of 120.94 feet to the point of reverse curvature of a curve concave to the Southwest, said curve having a radius of 200.00 feet; thence Easterly along said curve consuming a central angle of 21°18'13", an arc length of 74 36 feet to the intersection with a line bearing South 21°23'00" West from the point of beginn ing; thence North 21°23'00" East 186.75 feet to the point of beginning. PARCEL B. Easement for access affecting portions of Lots 1, 2, 3 and 4 as reserved on face of the map of Binding Site Plan recorded under Auditor's File No. 7204253, records of Yakima County, Washington. 11 11 11 11 NII 1 1 11 IDELITY TITLE COMPANY PR 11 7536810 Page 3 0£ 3 11/17/2O0E 1O:39R $34,00 Yakima Co, WR Request for Partial Reconveyance ?flJ I� O �'�.tsdl�fatr' PLANNING Ow The undersigned beneficiary is the legal owner and holder of the Variable/Fixed Rate Promissory Note in the original sum of $2,395,000.00 dated July 23, 2003, and amended by that First Amended Variable/Fixed Rate Promissory Note dated January 5, 2004, secured by that certain Deed of Trust dated July 23, 2003, in which Chinook Business Park, L.L.C. is grantor and Fidelity Title Company is trustee, filed for record on August 8, 2003, as Auditor's File No. 7351307, records of Yakima County, Washington. You are requested to reconvey without warranty, to the person(s) entitled thereto the right, title or interest now held by you thereunder in and to that portion of the real property described in said Deed of Trust, situated in Yakima County, Washington, as set forth in Exhibit "A" attached hereto and incorporated herein by reference. Dated July=.\ , 2006. Grantor / Beneficiary: THE CITY OF YAKIMA By: R. A. Zais, Jr., City Manager ATTEST: City of Yakima 129 North Second Street Yakima, WA 98901 V.,, n Roberts, Ci •lerk n9 le -bora- • /Warms X:\CITY OF YAKIMA-20009\Trailwagons-2003015\2006\Lot 4 Sale\Request for Partial Reconveyance - Fidelity Form (2006).DOC RECEND ci`Y ., PLANNING. G. r jv PARCEL A: That portion of Lot 4 of that Binding Site Plan recorded under Auditor's File No. 7204253, records of Yakima County, Washington, described as follows: Commencing at the most Easterly corner of said Lot 4; thence South 52°48'00" West along the Easterly line thereof 109.07 feet to the point of beginning; thence North 52°48'00" East 109.07 feet to_the most Easterly comer of said_Lot_4: thence North 23°53'00" West 198.98 feet to the Southerly right of way line of Interstate 82; thence North 57°08'02" West along said Southerly right of way line 86.45 feet to the most Northerly corner of said Lot 4; thence South 32°51'58" West along the Westerly line thereof 460.18 feet; thence South 57°08''02" East 71:59 feet to the point of curvature of a curve concave to the Northeast, said curve having a radius of 20.0.00 feet; thence Easterly along said curve consuming a central angle of 34°38'49", an arc length of 120.94 feet to the point of reverse curvature of a carve concave to the Southwest, said curve having a radius of 200.00 feet; thence Easterly along said curve consuming a central angle of 21°18'13", an arc length of 74.36 feet to the intersection with a line bearing South 21°23'00" West from the point of beginning; thence North 21°23'00" East 186.75 feet to the point of beginning. PARCEL B: Easement for access affecting portions of Lots 1, 2, 3 and 4 as reserved on face of the map of Binding Site Plan recorded under Auditor's File No. 7204253, records of Yakima County, Washington. BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT Item No. t`J For Meeting Of: September 21, 1999 ITEM TITLE: Consideration of: 1) An ordinance appropriating $235,172 in the City's 1999 budget for the project, and 2) A resolution authorizing the City Manager to execute a loan agreement with Chinook Business Park, LLC in an amount not to exceed $117,586.00, for which funding has been awarded by the Yakima County Supporting Investments in Economic Development (SIED) fund for the Baby Jogger Expansion Project. SUBMITTED BY: /' i11 Cook, Director of Community and Economic Development CONTACT: Bill Cook, 575-6113 SUMMARY EXPLANATION: On August 17, the City Council approved a resolution authorizing submission of a grant and loan application to the Yakima County SIED fund for the Chinook Business Park/Baby Jogger Expansion Project. The SIED board voted to approve the application for $235,172.00 on September 9, 1999. SIED funds will be awarded to the City in the form of a 50% loan to be repaid by the developer and a 50% grant. The County Commissioners are expected to act on the SIED board's recommendation at their meeting on September 21, 1999. By attached ordinance, City Council will appropriate funds in the City's 1999 budget for the estimated total cost ($235,172) of this public works project. By separate resolution, the City Council will enter into a loan agreement with Chinook Business Park, LLC to repay $117,586 of SIED loan funds. The attached Term Loan Agreement, Term Note, Assignment of Certificate of Deposit, and Security Agreement have been prepared for the City by Don Boyd at Halverson and Applegate, attorneys. CONTINUED ON FOLLOWING PAGE Resolution _X Ordinance _X_ Contract _ Other: Loan Agreement Funding Source: Yakima County SIED Fund Approval for Submittal: City Manager STAFF RECOMMENDATION: 1) Read Ordinance by title only at the September 21, 1999 meeting. Pass Ordinance after second reading at the October 5, 1999 meeting. 2) Staff recommends approval of the resolution, BOARD RECOMMENDATION: COUNCIL ACTION: Background: The Chinook Business Park, owned by Mr. Gary Lukehart, has entered into an agreement to build to suit a manufacturing/assembly facility for the Baby Jogger Company. The facility will be located on approximately 2 acres of the Chinook Business Park, at 1700 North 6th Street, which is currently zoned M-1 Light Industrial. The facility will be 37,000 + square feet with 97 parking and cost atci $2,500,000 to When completed, new spaces approximately' construct. the .�v.. facility will allow Baby Jogger to retain approximately 75 jobs and create 25 new positions. The City's application for SIED funding serves to offset the costs of providing infrastructure (road, curb, gutter, sidewalks, sewer/water mains) off of North 4th Street, North 5th Street, "R" Street and "S" Streets; and North 6th Street. BOARD OF YAKIIVIA COUNTY * District One James M. Lewis * District Two Bettie Ingham September 16, 1999 Mayor John Puccinelli and Members of the City Council City of Yakima 129 N. 2nd Street Yakima, WA 98901 Dear Mayor Puccinelli and Council Members: RE: AWARD LETTER — LUKEHART PROJECT This is to inform you that the Board of Yakima County Commissioners will be approving the City of Yakima's application to support the Racing Stroller's expansion. We are only waiting for final contracts from our Corporate Counsel before making the award official. This will serve as the "Award Letter" requested by Gary Lukehart so his project can proceed forward in a timely manner. Effective as of the date of this letter, the City is authorized to expend funds on eligible project costs and be reimbursed from SIED funds upon closing of the loan between the City and the County. This letter will be acted on during our September 21, 1999, regular Agenda meeting by the Board of Yakima County Commissioners. Attached is the notice of SIED Board Action, which fully describes the project and the funding request. JML:hah Enclosure Sincerely, BOARD OF YAKIMA COUNTY COMMISSIONERS 128 North Second Street • Yakima, Washington 98901 • 509-574-1500 • FAX. 509-574-1501