HomeMy WebLinkAboutR-2023-075 Resolution authorizing an agreement with All American Investment Group for repayment of SIED loan to reconstruct Russell Lane Project 2650A RESOLUTION
RESOLUTION NO. R-2023-075
authorizing a development agreement with All American Investment
Group to pay the loan costs associated with a Supporting Investments in
Economic Development (SIED) grant to reconstruct Russell Lane, Project
2650.
WHEREAS, the Yakima City Council has established that development of commercial
properties and increasing jobs for residents of the City of Yakima (City) is an Economic
Development priority for the City; and
WHEREAS, All American Investment Group proposes to develop the property located at
2018 S. 1st Street into a fast food establishment and other commercial buildings resulting in
added jobs for the community; and
WHEREAS, Russell Lane needs to be realigned to provide a safe and efficient access to
the site; and
WHEREAS, Yakima County has established the Supporting Investments in Economic
Development (SIED) funds to assist the growth of business; and
WHEREAS, The City requested and was approved for funding from the Yakima County
"Supporting Investments in Economic Diversification" (SIED) Board a $416,000 grant and a
$416,000 loan for improvements to the intersection of S. 1st Street and Russell Lane; and
WHEREAS, All American Investment Group agrees to repay the loan proceeds from the
SIED Fund to the City through a written agreement; and
WHEREAS, the City Council deems it to be in the best interest of the City of Yakima and
its residents to accept the Yakima County SIED funding for the realignment project associated
with Russell Lane; now, therefore
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA:
The City Manager is hereby authorized to accept and execute the Developer Agreement
with All American Investment Group for Project 2650 — Russell Lane Realignment, attached
hereto.
ADOPTED BY THE CITY COUNCIL this 6th day of June, 2023.
ATTEST: Janice Deccio, Mayor
Rosalinda Ibarra, City CI
04,1MA
SEA
O,
"gSHICP
SIED LOAN AGREEMENT
SIED Contract No YC-RLR-22
I. PARTIES
BORROWER:
ALL AMERICAN INVESTMENT GROUP, L.L.C., a Washington limited
liability company whose address is:
2318 South First Street
Yakima, Washington 98903
LENDER:
CITY OF YAKIMA, a Washington municipal corporation and first class city,
whose address is:
129 North Second Street
Yakima, Washington 98901
II. PURPOSE
A. The purpose of this Agreement is to provide for the construction of certain
infrastructure improvements at the intersection of South 1st Street and Russell
Lane in Yakima, Washington (hereinafter referred to as the "PROJECT") utilizing
in part loan and grant funds received from the Supporting Investments In Economic
Diversification ("SIED") program administered by Yakima County, Washington.
The PROJECT includes re -constructing approximately 380 lineal feet of Russell
Lane to the proposed development site at the corner of South 1st Street and
Russell Lane. Construction will include realigning the northern end of Russell Lane
to align the public road with the existing traffic signal at South 1st Street. The
realignment will require revisions to the traffic signal in the form of constructing an
additional leg and constructing Russell Lane to City of Yakima Standards. The
PROJECT will also include the necessary re -striping of South 1st Street. The
newly constructed utilities within right-of-way will be owned and maintained by the
CITY. Borrower assisted in the preparation of the SIED Application and provided
information regarding job creation and project development.
B. The CITY has received proceeds from the SIED program for design and
construction of the PROJECT. The proceeds include two (2) separate
components: (i) a grant in the sum of Four Hundred Sixteen Thousand Dollars
($416,000.00); and (ii) a loan in the principal sum of Four Hundred Sixteen
Thousand Dollars ($416,000.00). The proceeds will be deposited in an interest -
bearing account and shall be applied to project costs as determined appropriate
by CITY.
C. The purpose of this agreement is to confirm responsibility and terms for
construction of the PROJECT, cash portion due, and repayment of loan principal
and interest.
III. BACKGROUND
The Borrower, All American Investment Group, L.L.C., is the owner of certain real
property within the city limits of the City of Yakima upon which it wishes to improve
infrastructure to its property, specifically the intersection of South First Street and
Russell Lane. Currently there is a three-legged signalized intersection servicing the
Home Depot entrance off South 1st Street that prevents direct access to the proposed
development. Adding a fourth leg to the signal, creating a signalized entrance into the
restaurant was investigated. However, the south edge of the signal is also only 50
feet from the north edge of Russell Lane, which creates a traffic safety concern with
the overlapping turn pockets. Therefore, the northern portion of Russell Lane will be
relocated to align the public road with the existing traffic signal. The realignment will
require revisions to the traffic signal for an additional leg and constructing Russell
Lane to City of Yakima Standards.
The property currently encompasses one 1.11-acre parcel that was previously a
used car lot. The development will bring new retail restaurant establishments to the
City of Yakima, including the development of a 24-seat, 2,600 square foot Popeye's
quick service restaurant with an eating patio, drive-thru, and 37 parking spaces. The
property is served by South 1st Street, a principal arterial to the East, and Russell
Lane, a local access road to the South. The property needs the proposed
improvements listed above to be developed.
The CITY and Borrower have reviewed alternatives and found the proposed
Russell Road realignment to be optimal and the most cost-effective solution. The
proposed signal and Russell Lane improvements will rectify the existing traffic safety
concerns, provide the ability to redevelop an existing vacant commercial lot and allow
much needed economic development opportunity in this undeveloped area.
IV. AGREEMENT
The parties of this Agreement acknowledge the mutual covenants and commitments
contained herein and agree as follows:
A. The PROJECT shall be constructed as a public facility improvement by the CITY
in accordance with applicable law, rules, and regulations. Anticipated work to be
done and estimated costs are attached hereto as Exhibit A, which is information
that was provided as part of the SIED grant application.
B. Amount and Terms of the Loan
1. The City agrees on the terms and conditions herein set forth to make a loan
(the "Loan") to the Borrower on the date of this Loan Agreement in the principal
amount of Four Hundred Sixteen Thousand and 00/100ths dollars
($416,000.00).
2. The Borrower shall pay interest to the Lender on the outstanding and unpaid
principal amount of the Loan made under this Loan Agreement at a rate per
annum equal to the interest rate charged under the Yakima County SIED
Agreement (5.81 %). Any change in the interest rate resulting from a change in
the rate charged under the Yakima County SIED Agreement shall become
effective as of the opening of business on the day on which such change in the
Yakima County SIED Agreement interest rate shall become effective. Interest
shall be calculated in a manner consistent with the terms of the Yakima County
SIED Agreement.
3. 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 highest rate allowed by law, as of the day immediately after the payment
due date.
4. 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 filed in where necessary and payable to the
order of the Lender. The Note shall be dated the date of this Loan Agreement
and the principal of the Loan shall be repaid in ten (10) equal, consecutive
annual installments, with the first installment due on June 1, 2025, with nine (9)
subsequent installments due on the same day of each year thereafter to and
including June1, 2034, provided, however, that the last such installment shall
be the amount necessary to repay in full the unpaid amount of the Loan.
5. 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.
6. The Borrower shall make each payment under this Loan 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 Loan 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.
7. The proceeds of the Loan hereunder shall be used by the Borrower to improve
infrastructure of its property, as outlined in Section 2 (Purpose) and Section 3
(Background), above. The Borrower will not, directly or indirectly, use any part
of such proceeds for any purpose not consistent with said infrastructure
improvements.
8. In the event the cost of the improvements exceeds Eight Hundred Thirty -Two
Thousand and 00/100ths dollars ($832,000.00), Borrower agrees to pay the
excess amount, and such excess amount shall become part of this Loan
Agreement. Borrower agrees to execute an additional Promissory Note and
Deed of Trust for the excess amount within ten (10) business days of notice
from the Lender that the costs exceeded the amount of SIED loan and grant.
9. In the event the project is not completed by the City, the City will return the
property deeded by All American Investment Group to the City for the project
via Quit Claim Deed.
B. Borrower, per the SIED application, predicts the total number of permanent, full-
time employment positions created and/or retained with respect to this public
facility and infrastructure project and attendant development will be approximately
23 first year employment positions — and 30 employment positions created by year
three.
C. Borrower, or Borrower's designee, shall provide to CITY such employment and
investment data as may be requested by Yakima County SIED Board.
D. Private and/or public contributions to this public facility improvement project also
include, but are not limited to, the following:
1. Private contribution of public right-of-way for public facility improvements
including construction of Russell Lane by Borrower.
2. Private cash contribution required for completion of the public facility
improvement project by Borrower.
3. Repayment of loan component from SIED funding in accordance with terms
and conditions more particularly set forth in loan documents by Borrower.
F. CITY and Borrower agrees to cooperate in good faith in the performance of
obligations hereunder for the purpose of constructing the public facility
improvement project and developing the proposed project site.
V. CONDITIONS PRECEDENT
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:
A. The Note duly executed by the Borrower.
B. A Deed of Trust in substantially the form of Exhibit C attached hereto with blanks
appropriately filled in, granting the Lender a second position security interest in the
Borrower's real estate described therein. Borrower shall provide title insurance
documenting said second position. Until the SIED loan is repaid, Lender shall
never be in a position worse than second position.
C. The Lender shall have received such other approvals, opinions, or documents as
the Lender may reasonably request.
VI. REPRESENTATIONS AND WARRANTIES
The Borrower represents and warrants to the Lender that:
A. This Loan Agreement, the Note and the Deed of Trust, and any other necessary
documents hereunder, when delivered under this Loan Agreement will be legal,
valid, and binding obligations of 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 law affecting creditors' rights generally.
B. 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 their obligations under the loan documents to which they are a party.
C. Borrower has title to all assets assigned or pledged to Lender as security for
repayment of the Note.
D. Borrower agrees that as partial consideration for the City making SIED loan
resources available to it for infrastructure improvements serving Borrower's
property, Borrower agrees to develop the property pursuant to the Yakima
Municipal Code standards. All applicable City of Yakima development standards
shall be included on Borrower's submitted site development plans and also
incorporated in Borrower's construction designs and specifications for all
development proposals submitted for City review for Borrower's project site,
including but not limited to City of Yakima Municipal Code Title 12: Development
Standards.
E. Borrower has duly complied with, and its 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.
Borrower has not received notice of, nor know of, or suspect, 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.
Borrower has no 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.
VII. AFFIRMATIVE COVENANTS
So long as the Note shall remain unpaid, the Borrower will:
A. Preserve and maintain its company existence and good standing in Washington
state.
B. Keep adequate records and books of account reflecting all financial transactions
of the Borrower.
C. 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.
D. Continue to engage in an efficient and economical manner in a business of the
same general type as not conducted by it on the date of this Loan Agreement.
E. 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 them
or upon their property.
F. Be and remain in compliance with all provisions of all federal, state, and local
environmental, health, and safety laws, codes 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 their 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 or expert, 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.
VIII. NO LIENS
So long as the Note shall remain unpaid, the Borrower shall not 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
Loan Agreement, now or hereafter acquired.
IX. EVENTS OF DEFAULT
A. Borrower shall be in 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 Loan Agreement, the Deed of Trust, or the Note 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 this Loan Agreement.
4. The Borrower (a) shall generally not pay, or shall be unable to pay, or shall
admit in writing their inability to pay their 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 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
proceedings 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 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 Lender otherwise deems itself unsecure.
B. 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 Loan 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.
X. MISCELLANEOUS
A. All notices and other communications provided for under this Loan Agreement and
under the other loan documents to which the Borrower is a party shall be in writing
and mailed, certified mail return receipt requested, or delivered,
If to Borrower All American Investment Group, L.L.C., at its address at:
All American Investment Group, L.L.C.
2318 South First Street
Yakima, Washington 98903
If to Lender, at its address at:
City of Yakima
Attention: Bill Preston
129 North Second Street
Yakima, WA 98901
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.
Except as otherwise provided in this Loan Agreement, all such notices and
communications shall be effective three business days after the date the notice is
deposited in the mail or the date the notice is delivered, except that notices to the
Lender under Section IV(B) shall not be effective until received by the Lender.
B. Borrower may not assign any interest in this Loan Agreement and shall not transfer
any interest in this Loan Agreement (whether by assignment, notation, or
execution) without prior written consent of the Lender which may be withheld for
any reason deemed reasonable or appropriate by Lender in the exercise of its sole
discretion. Written notice of any proposed assignment or transfer shall be
furnished to Lender not less than sixty (60) days prior to commencement of any
undertakings or operations under this Loan Agreement. This Loan Agreement
shall be binding upon and inure to the benefit of the Borrower and the Lender and
their respective successors and assigns authorized by Lender.
C. The failure or delay of either party to insist upon strict performance of any provision
of this Loan Agreement or to exercise any right based upon a breach thereof or
the acceptance of any performance during such breach shall not constitute a
waiver of any right under this Loan Agreement. 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.
D. It is mutually agreed and understood that no amendment, modification, or waiver
of any clause or condition of this Loan Agreement is binding upon either party
unless such amendment, modification, or waiver is in writing and executed by
Lender and Borrowers.
F. This Loan Agreement and the loan documents (the Note and Deed of Trust)
contain all terms and conditions agreed to by Lender and Borrowers as they relate
to the subject matter hereof and supersede all oral statement(s) and prior writing(s)
with respect thereto.
G. The Borrower agrees to release, indemnify, defend and hold harmless the City of
Yakima, its elected and appointed officials, officers, employees, agents,
representatives, insurers, attorneys, and volunteers from all liabilities, losses,
damages, and expenses related to all claims, suits, arbitration actions,
investigations, and regulatory or other governmental proceedings arising from or
in connection with this Loan Agreement or the acts, failures to act, errors or
omissions of the Borrower, or any of the Borrower's agents or subcontractors, in
performance of this Loan Agreement, except for claims caused by the sole
negligence of the City of Yakima. This indemnity shall survive termination of this
Loan Agreement.
H. All questions of the validity, construction, and application of this Agreement shall
be governed by the laws of the State of Washington. Venue for any suit between
the parties arising out of this Agreement shall be the Superior Court of Yakima
County, Washington.
I. Any provision of any loan document (this Loan Agreement, the Note, or the Deed
of Trust) is held invalid or unenforceable by a court, such invalidity shall not affect
the validity or operation of any other term or provision of the loan document, and
such invalid term or provision shall be deemed to have been severed from the loan
document.
J. Final adoption of this Agreement is subject to review and approval by the Yakima
City Council.
DISCLOSURE
ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND
CREDIT, OR FORBEAR FROM ENFORCEING REPAYMENT OF A DEBT
ARE NOT ENFORCEABLE UNDER WASHINGTON LAW.
IN WITNESS WHEREOF, the parties have caused this Loan Agreement to be
executed by their respective officers thereunto duly authorized.
DATED this )"( day of riA. 0 , 2023.
BORROWER:
ALL AMERICAN INVESTMENT GROUP, L.L.C.
By: Nasser Awad
Title: Member
ALL AMERICAN INVESTMENT GROUP, L.L.C.
By: Mohammad Taha
Title: Member
LENDER:
CITY OF YAKIMA
By: Robert Harrison
City Manager City Clerk
ATTEST:
' CITY CONTRACT NO:
RESOLUTION NO: OVe�—�"�
STATE OF WASHINGTON
) ss.
County of Yakima
I certify that I know or have satisfactory evidence that Nasser Awad and
Mohammad Taha are the persons who appeared before me, and said persons
acknowledged that they are the members of ALL AMERICAN INVESTMENT GROUP,
L.L.C., have authority to sign this document on its behalf, and signed this instrument and
acknowledged it to be their free and voluntary act for the uses and purposes mentioned
in this instrument.
DATED this 2."P day of All Al 2023.
ovi ,,i
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17.
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' Iv F Op W Pg�W�
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STATE OF W1A HINGTON )
) ss.
County of Yakima )
Notary Public in and for the tate of
Washington, residing at A.eAmo•
My commission expires: 03 •23 -202(P
I certify that I know or have satisfactory evidence that Bob Harrison is the person
who appeared before me, and said person acknowledged that they are the City Manager
of the City of Yakima and have authority to sign this document on its behalf, and signed
this instrument and acknowledged it to be their free and voluntary act for the uses and
purposes mentioned in this instrument.
DATED this V day of3/..„..,n.e, , 2023.
xSSION
NO 10i265 _
.. (P.'. ljUBt Y c*
1
Notary Puin and for the State of
Washington, residing at L4ti
My commission expires:
Exhibit A
Popeyes
Road Improvements
Public Project
Civil Cost Estimate - June 7, 2022
HLA Project No.
.
Engineering
Inc.
1114
EIIA
and Land Surreying,
ITEM
NO.
ITEM
UNIT
APPROX
QUANTITY
UNIT PRICE
DOLLARS
OVERALL
COST
SITE & ROAD PREPARATION
1
Mobilization (10%)
LS
1
$51,600.00
$51,600.00
2
Mantenence & Protection of Traffic
LS
1
$15,000 00
$15,000.00
3
SPCC Plan
LS
1
$2,000.00
$2,000 00
4
Erosion /Water Pokution Plan
LS
1
$5.000 00
$5,000 00
5
Clearing & Grubbing
LS
1
$3,000.00
$3.000 00
6
Unclassified Ex, Including Haul
CY
1,000
$50 00
$50,000 00
7
HMA CL 1I2" PG 64-28 (Heavy 4" Thick)
TON
500
$130 00
$65,000.00
8
Crushed Surfacing Base Course (Heavy 8" Thick)
TON
800
$45 00
$36,000 00
9
Cement Concrete Curb & Gutter
LF
800
$34 00
$27,200.00
10
Cement Concrete Sidewalk - 4" Thick
SY
900
$70 00
$63,000 00
11
Cement Concrete Handicap Curb Ramp
EA
6
$3,000.00
$18,000 00
12
Commercial Road Approach
ES
2
$6,500.00
$13,000 00
STORM DRAIN SYSTEM
13
Catch Basin Type 1 / 1L
EA
4
$2,500.00
$10,000 00
14
Catch Basin Type 2
EA
1
$5,000.00
$5,000 00
15
PVC Drain Pipe, 12" Dia
LF
200
$55.00
$11,000.00
16
Underground Infikration Trenches
LF
100
$150.00
$15,000 00
ELECTRICAL,
17
Signal Pole Complete
LF
1
$150,000.00
$150,000 00
18
(2) Schedule 40 PVC Electrical Conduit, 2" Dia (Electrical)
LF
380
$40.00
$15,200 00
19
Electncal Transformer Box
EA
1
$3,000 00
$3.000.00
20
Junction Box
EA
2
$400.00
$800 00
21
Illumination
EA
2
$4,500.00
$9,000 00
Estimate prepared by:
Construction
Developer
50%SIED
Subtotal $567,800.00
Contingency (15%) $85,200.00
Total $653,000.00
Civil PS&E (15%) $98,000 00
Administration (15%) ... $98.000 00
Right -Of -Way Acquisition $150,00000
PROJECT TOTAL.... $1,000,000.00
Michael R. Heit, PE Date
HLA Engineering and Land Surveying, Inc.
Private
Match Requirement (20%) $200,000.00
Right -of -Way Contribution .
Square -Feet Pnce/SF
9,886 I 915 17 j $150,000 00
Cash Contribution .... $50,000.00
SIED Loan Request.... $800.000.00
LOAN PROJECT TOTAL.... $400,000.00
DEVELOPER PROJECT TOTAL .... $450,000.00
G 1PROJECTSi2022122062E12022-06-07 Popeyes Cost Estimate.xlsx
EXHIBIT B
PROMISSORY NOTE FORM
PROMISSORY NOTE
$416,000.00
a' , 2023
Yakimal, Washington
1. Promise to Pay. All American Investment Group, L.L.C., a Washington limited
liability company, (referred to as "Maker" herein), hereby promise to pay to the order of�i_Itil
The City of Yakima, Washington, a Washington municipal corporation, ("Holder" herein),
at Yakima, Washington or at such other place as the Holder may designate in writing, in (stv
lawful money of the United States of America, the principal sum of Four Hundred Sixteen 7
Thousand and 00/100ths dollars ($416,000.00), at five point fi 4 percent (5.81 %) g►50 °ne
interest, on the terms and conditions set forth herein. The funds being loaned here under
are from the Yakima County SIED funding provided to the City of Yakima, Washington
via contract no. YC-RLR-22, which funding is being used to construct signal and street
realignment and improvements rectifying public safety concerns in accessing the Maker's
property located at 2018 South 1st Street, Yakima Avenue, Yakima, Washington.
2. Payment. Maker shall make ten annual installment payments of $41,600.00 plus
accrued interest commencing on the first day June, 2025 and annual payments shall be
due on June 1 of each year with the final payment of all outstanding and remaining
amounts due and owing under this Note due on June 1, 2034. The City of Yakima may
invoice the Maker one month in advance of each payment being due to the City of Yakima.
Interest begins accruing as of the date of this Note. Failure to invoice does not relieve
Maker from making timely payment to the City of Yakima under this Note.
3. Prepayment. Maker may prepay this Note in full or in part at any time without the
prior approval of Holder. In the event of payment by Maker to the City of any one or more
installments, or of the entire loan balance, before June 1, 2034, interest shall accrue on
such installment(s) or balance until, but not beyond, the June 1 next succeeding the date
of such payment(s). If more than one installment is paid during any repayment year, then
the repayment period recited above shall be correspondingly shortened and the schedule
of payments shall be correspondingly advanced.
4. Application of Payments. Payments made hereunder may be applied in any
order to payments of costs, interest or principal due hereunder, at the option of the Holder.
5. Security. In the event of default by the Maker, this Note shall be secured with the
generally described following property under a Deed of Trust, executed
contemporaneously with this Note:
That portion of the Southeast '/4 of the Northeast ' of Section 31, Township 13,
Range 19 E.W.M. described as follows:
Beginning at the point of intersection of the South line of the North 644.6 feet of
the SE '/4 of the NE 1/4 of said Section and the West right of way line of State
Highway No. 3,
thence Northwesterly along said right of way line 170.9 feet,
thence West to a point 670 feet East of the West line of said SE IA of the NE 'A,
thence South 00°37'00" East to a point West of the True Point of Beginning,
thence East to the True Point of Beginning,
EXCEPT the West 150 feet,
AND EXCEPT the South 20 feet for road.
Yakima County Tax Assessor Parcel No.: 191331-14040
Address: 2018 South 1st Street, Yakima, Washington
6. Interest Due in the Event of Default. In the event Maker fails to pay the Note in
full on or before the due date, the unpaid principal shall accrue interest at the maximum
rate allowed by law until the Maker is no longer in default.
7. Default. This Note shall be in default if payment of any installment is not made
when due, or failure to pay when due any other instrument evidencing, securing or
relating to any other indebtedness of Maker to the Holder (whether direct or indirect),
and such default continues after any notice from the Holder to Maker and the expiration
of any period granted to Maker for curing such default as provided for in any such
instrument.
8. Acceleration. If the Maker is in default under this Note and such default is not
cured within the minimum allotted time after written notice of such default, then the
Holder may, at its option, declare all outstanding sums owed on this Note to be
immediately due and payable. This includes any actions under the Deed of Trust and
Security described in Section 5 above.
9. Late Payment Charge - Curing of Monetary Defaults. If any payment is not
delivered to Holder within five days after the payment due date, then a late payment fee
of $250.00 will be charged and immediately payable. An additional $250.00 late payment
fee will be charged for each subsequent thirty (30) day period the payment remains
unpaid. A default in payment of any amount due hereunder may be cured only by
payment in full of such amount plus the applicable fees and charges, plus any attorneys'
fees incurred by the Holder by reason of such default.
10. Nonwaiver. Failure to exercise any right the Holder may have or be entitled to in
the event of any default hereunder shall not constitute a waiver of such right or any other
right in the event of any subsequent default.
11. Waiver of Presentment. The Maker and all guarantors and endorsers hereof
hereby severally waive presentment for payment, protest and demand, notice of protest,
demand, dishonor and nonpayment of this Note; and consent that the Holder may, at its
sole discretion, extend the time of payment or otherwise modify the terms of payment of
any part of the whole of the debt evidenced by this Note.
12. Execution. Each and every party signing or endorsing this Note binds itself as a
principal and not as a surety. In any action or proceeding to recover any sum herein
provided for, no defense of adequacy of security or that resort must first be had to security
or to any other person shall be asserted. This Note shall bind the undersigned and its or
their successors and assigns, jointly and severally.
13. Collection Costs. Maker agrees to pay all costs, including reasonable attorneys'
fees, incurred by the Holder in any suit, action or appeal therefrom, or without suit, in
connection with collection hereof or enforcement of Holder's rights hereunder.
14. Business Purpose. The undersigned warrants and represents that all funds
advanced under this Note shall be applied and are intended solely for business or
commercial purposes.
15. Notice. Any demand or notice to be made or given under the terms hereof or any
instrument now or hereafter securing this Note by the Holder to Maker shall be effective
when mailed to the following addresses:
All American Investment Group, L.L.C.
Attn: Nick Awad
2318 South 1st Street
Yakima, WA 98903
City of Yakima
Attn: Bill Preston
129 North 2nd Street
Yakima, WA 98901
16. Venue: In the event any suit or action is commenced to collect all or any part of
this note, the venue of any such action shall lie in Yakima County, Washington.
17. Severability. In the event that any provision herein is determined to be void or
unenforceable for any reason, such determination shall not affect the validity or
enforceability of any other provision, all of which shall remain in full force and effect.
18. Modification. This Note may not be modified or amended except by the written
agreement of all parties.
ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND
CREDIT, OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE
NOT ENFORCEABLE UNDER WASHINGTON LAW.
ALL AMERICAN INVESTMENT GROUP, L.L.C.
By: NASSER AWAD
Title: MEMBER
Date: PA A.4% a a 02_2,
ALL AMERICAN INVESTMENTPGROUP,
By: MOHAMMED TAHA
Date:
Title: MEMBER
EXHIBIT C
DEED OF TRUST FORM
DEED OF TRUST
(For use in the State of Washington only)
THIS DEED OF TRUST, made this Z,Npday of MAI
between:
, 2023,
ALL AMERICAN INVESTMENT GROUP, L.L.C., a Washington limited liability company,
as GRANTOR,
whose address is:
and
FIDELITY TITLE COMPANY as TRUSTEE,
whose address is:
and
CITY OF YAKIMA, a municipal corporation and first class city in the state of Washington,
as BENEFICIARY,
whose address is:
129 North Second Street
Yakima, Washington 98901
WITNESSETH: Grantor hereby bargains, sells, and conveys to Trustee in trust, with
power of sale, the following described real property in Yakima County, Washington:
That portion of the Southeast IA of the Northeast IA of Section 31, Township 13,
Range 19 E.W.M. described as follows:
Beginning at the point of intersection of the South line of the North 644.6 feet of
the SE IA of the NE '/4 of said Section and the West right of way line of State
Highway No. 3,
thence Northwesterly along said right of way line 170.9 feet,
thence West to a point 670 feet East of the West line of said SE '/4 of the NE '/4,
thence South 00°37'00" East to a point West of the True Point of Beginning,
thence East to the True Point of Beginning,
EXCEPT the West 150 feet,
AND EXCEPT the South 20 feet for road.
Yakima County Tax Assessor Parcel No.: 191331-14040
Address: 2018 South 1st Street, Yakima, Washington
which real property is not used principally for agricultural or farming purposes, together
with all the tenements, hereditaments, and appurtenances now or hereafter thereunto
belonging or in any wise appertaining, and the rents, issues, and profits thereof.
This Deed of Trust is for the purpose of securing performance of each agreement of
Grantor contained in this Deed of Trust, and payment of the sum of FOUR HUNDRED
SIXTEEN THOUSAND AND 00/100THS DOLLARS ($416,000.00) with interest, in
accordance with the terms of a promissory note of even date herewith, payable to
Beneficiary or order, and made by Grantor, and all renewals, modifications, and
extensions thereof, and also such further sums as may be advanced or loaned by
Beneficiary to Grantor, or any of Grantor's partners, developers, successors or assigns,
together with interest thereon at such rate as shall be agreed upon.
DUE DATE: The entire balance of the promissory note secured by this Deed of Trust,
together with any and all interest accrued thereon, shall be due and payable in full on
June 1, 2034.
To protect the security of this Deed of Trust, Grantor covenants and agrees:
1. To keep the property in good condition and repair; to permit no waste thereof; to
complete any building, structure, or improvement being built or about to be built
thereon; to restore promptly any building, structure, or improvement thereon which
may be damaged or destroyed; and to comply with all laws, ordinances, regulations,
covenants, conditions, and restrictions affecting the property.
2. To pay before delinquent all lawful taxes and assessments upon the property; to
keep the property free and clear of all other charges, liens, or encumbrances
impairing the security of this Deed of Trust.
3. To keep all buildings now or hereafter erected on the property described herein
continuously insured against loss by fire or other hazards in an amount not less than
the total debt secured by this Deed of Trust. All policies shall be held by the
Beneficiary, and be in such companies as the Beneficiary may approve and have loss
payable first to the Beneficiary, as its interest may appear, and then to the Grantor(s).
The amount collected under any insurance policy may be applied upon any
indebtedness hereby secured in such order as the Beneficiary shall determine. Such
application by the Beneficiary shall not cause discontinuance of any proceedings to
foreclose this Deed of Trust. In the event of foreclosure, all rights of the Grantors in
insurance policies then in force shall pass to the purchaser at the foreclosure sale.
4. To defend any action or proceeding purporting to affect the security hereof or the rights
or powers of Beneficiary or Trustee, and to pay all costs and expenses, including cost
of title search and attorney's fees in a reasonable amount, in any such action or
proceeding, and in any suit brought by Beneficiary to foreclose this Deed of Trust.
5. To pay all costs, fees, and expenses in connection with this Deed of Trust, including
the expenses of the Trustee incurred in enforcing the obligation secured hereby and
Trustee's and attorney's fees actually incurred, as provided by statute.
6. Should Grantor fail to pay when due any taxes, assessments, insurance premiums,
liens, encumbrances, or other charges against the property hereinabove described,
Beneficiary may pay the same, and the amount so paid, with interest at the rate set
forth in the note secured hereby, shall be added to and become a part of the debt
secured in this Deed of Trust.
7. DUE ON SALE: The property described in this security instrument may not be sold or
transferred without the Beneficiary's consent. Upon breach of this provision,
Beneficiary may declare all sums due under the note and Deed of Trust immediately
due and payable, unless prohibited by applicable law.
Grantors initials Beneficiary initials
8. NO FURTHER ENCUMBRANCES: Subject to the Subordination language found
below, as an express condition of Beneficiary making the loan secured by this Deed
of Trust, Grantor shall not further encumber, pledge, mortgage, hypothecate, place
any lien, charge or claim upon, or otherwise give as security the property or any
interest therein nor cause or allow by operation of law the encumbrance of the Trust
Estate or any interest therein without the written consent of a Beneficiary even though
such encumbrance may be junior to the encumbrance created by this Deed of Trust.
Encumbrance of the property contrary to the provisions of this provision shall
constitute a default and Beneficiary may, at Beneficiary's option, declare the entire
balance of principal and interest immediately due and payable, whether the same be
created by Grantor or an unaffiliated third party asserting a judgment lien, mechanic's
or materialmen's hen or any other type of encumbrance or title defect.
Grantors initials Beneficiary initials
IT IS MUTUALLY AGREED THAT:
1. In the event any portion of the property is taken or damaged in an eminent
domain proceeding, the entire amount of the award or such portion as may be
necessary to fully satisfy the obligation secured by this Deed of Trust shall be paid to
Beneficiary to be applied to said obligation.
2. By accepting payment of any sum secured by this Deed of Trust after its due date,
Beneficiary does not waive its right to require prompt payment when due of all other
sums so secured or to declare default for failure to so pay.
3. The Trustee shall reconvey all or any part of the property covered by this Deed of
Trust to the person entitled thereto, on written request of the Grantor and the
Beneficiary, or upon satisfaction of the obligation secured and written request for
reconveyance made by the Beneficiary or the person entitled thereto.
4. Upon default by Grantor in the payment of any indebtedness secured by this Deed of
Trust or in the performance of any agreement contained in this Deed of Trust, all sums
secured hereby shall immediately become due and payable at the option of the
Beneficiary subject to any cure period provided in the note secured by this Deed of
Trust. In such event and upon written request of Beneficiary, Trustee shall sell the
trust property, in accordance with the Deed of Trust Act of the State of Washington,
at public auction to the highest bidder. Any person except Trustee may bid at
Trustee's sale. Trustee shall apply the proceeds of the sale as follows: (1) to the
expense of the sale, including a reasonable Trustee's fee and attorney's fee; (2) to the
obligation secured by this Deed of Trust; and (3) the surplus, if any, shall be distributed
to the persons entitled thereto.
5. Trustee shall deliver to the purchaser at the sale its deed, without warranty, which
shall convey to the purchaser all right, title and interest in the real and personal
property which Grantor had or had the power to convey at the time of the execution of
this Deed of Trust, and such as Grantor may have acquired thereafter. Trustee's deed
shall recite the facts showing that the sale was conducted in compliance with all the
requirements of law and of this Deed of Trust, which recital shall be prima facie
evidence of such compliance and conclusive evidence thereof in favor of bona fide
purchaser and encumbrancers for value.
6. The power of sale conferred by this Deed of Trust and by the Deed of Trust Act of the
State of Washington is not an exclusive remedy; Beneficiary may cause this Deed of
Trust to be foreclosed as a mortgage. Beneficiary may also choose to utilize any other
remedy at law available to it to collect the amounts due and owing under the
Promissory Note.
7. In the event of the death, incapacity, disability, or resignation of Trustee, or at the
discretion of the Beneficiary, Beneficiary may appoint in writing a successor trustee,
and upon the recording of such appointment in the mortgage records of the county in
which this Deed of Trust is recorded, the successor trustee shall be vested with all
powers of the original trustee. The trustee is not obligated to notify any party hereto
of pending sale under any other Deed of Trust or of an action or proceeding in which
Grantor, Trustee, or Beneficiary shall be a party unless such action or proceeding is
brought by the Trustee.
8. This Deed of Trust applies to, inures to the benefit of, and is binding not only on the
parties hereto, but on his/her/their heirs, devisees, legatees, administrators,
executors, and assigns. The term Beneficiary shall mean the holder and owner of the
note secured hereby, whether or not named as Beneficiary herein.
SUBORDINATION
The parties agree that in the event Grantor enters into a deed of trust, mortgage, or lien
agreement which makes full payment on the Deed of Trust dated January 12, 2021, and
recorded January 13, 2021 under Yakima County Auditor's File No. 8083351, wherein
the Grantor is All American Investment Group, LLC, and the beneficiary is Russell Lane,
LLC, then the City of Yakima will enter into an agreement which subordinates this Deed
of Trust to that instrument as long as the City of Yakima's interest under this Deed of
Trust remains a second in priority encumbrance on the real property which secures this
instrument.
EXECUTED this
ALL AMERICAN INVESTMENT GROUP, L.L.C.
BY: NASSER AWAD
2023
BY: IVIIIIIHAMMAD TANA
ITS: Member ITS: Member
STATE OF WASHINGTON
) ss.
County of
I certify that I know or have satisfactory evidence that Nasser Awad and Mohammad Taha
are the persons who appeared before me, and said persons acknowledged that they are
the members of ALL AMERICAN INVESTMENT GROUP, L.L.C., have authority to sign
this document on its behalf, and signed this instrument and acknowledged it to be their
free and voluntary act for the uses and purposes mentioned in this instrument.
DATED this 61° day of
tiff
Soo
4:4 BL6-
Zor* A
10,0seeop w
, 2023.
Notary Public in and for the State of
Washington, residing at
My commission expires:
1
ITEM TITLE:
SUBMITTED BY:
BUSINESS OF THE CITY COUNCIL
YAKIMA, WASHINGTON
AGENDA STATEM ENT
Item No. 6.F.
For Meeting of: June 6, 2023
Resolution authorizing an agreement with All American I nvestment
Group for repayment of S I E D loan to reconstruct Russell Lane
Project 2650
Scott Schafer, Director of Public Works
*Bill Preston, City Engineer (509) 576-6754
SUMMARY EXPLANATION:
The City of Yakima (City) received funding from Yakima County Supporting Investments in
Economic Development (S I E D) for the Russell Lane Realignment Project 2650. The project will
realign and upgrade Russell Lane to allow for required revisions to the traffic signal for an additional
leg to the current three-legged signal. This realignment will allow for the development of a 1.11- acre
parcel for a restaurant development. A total of five acres will be supported for future commercial
development.
The total grant award from Yakima County to the City is $416,000 in the form of a grant and
$416,000 in a loan, and $168,000 local match. The property owners agree to repay the loan
proceeds and provide the local match. The attached Developer Agreement assigns the responsibility
of the S I E D loan repayment to the Developer.
ITEM BUDGETED: NA
STRATEGIC PRIORITY: Economic Development
APPROVED FOR SUBMITTAL BY THE CITY MANAGER
RECOMMENDATION:
Adopt resolution.
ATTACHMENTS:
Description Upload Date Type
D Resolution 5/26/2023 Corer Memo
D Developer agreement 5/3/2023 Contract
D Promissory Note - Example 5/3/2023 Backup Material
2
D Deed of Trust - Example 5/3/2023 Backup Material