HomeMy WebLinkAboutDeed of Trust - Consent to LeaseholdWhen Recorded Return To:
Washington State Department of Commerce
Local Government Division
1011 Plum Street SE
Post Office Box 42525
Olympia, Washington 98504-2525
Attention: Community Capital Facilities - Securitization
CONSENT TO LEASEHOLD DEED OF TRUST
"Lessor": City of Renton
"Master Lessor" Renton School District No. 403
"Lessee": HealthPoint
"Beneficiary": Department of Commerce, Community Capital Facilities Unit
"Lease": Lease dated: September 28, 2020
"Leasehold" Lessee's interest in the lease
Legal Description (abbreviated): Lot 1, City of Renton Short Plat File No. LUA20-000024, Recording No.
20220119900020, in King County, Washington
Assessor's Tax Parcel ID9- 282305-9133-07
Reference Number: 22-96641-009
WHEREAS, Lessor entered into a ground lease with Master Lessor pursuant to the memorandum of ground lease
recorded on . 2022 under instrument number
WHEREAS, Beneficiary has agreed to provide Lessee funds which shall be secured by a Deed of Trust in and to the
Lessee's rights pursuant to the memorandum of ground sub -lease recorded on , 2022 under
instrument number
WHEREAS, the Lessee has executed a Leasehold Deed of Trust in the amount of $2,979,000.00 recorded on
, 2022 under instrument number
NOW, THEREFORE, the Lessor represents, warrants, covenants, and agrees as follows:
1. Consents. The Lessor hereby consents to recordation of the above mentioned Deed of Trust that is secured against
the leasehold estate and any assignments that may occur in the future in and to Lessee's interest in the Leasehold to the
Beneficiary for security purposes under the Deed of Trust .
2. Status of Lease. A true and correct copy of the Memorandum of Lease, together with all amendments, supplements,
and modifications thereto as referenced above is presently in full force and effect, is valid and enforceable according to
its terms and has not been modified or amended in any way except as shown on the copy of the Lease attached hereto.
3. Non -Default, Lessee is not in default (a) in the payment of rent or any other amounts due and payable by Lessee
to the Lessor under the Lease; or (b) to the knowledge of the Lessor, in the observance or performance of any other
covenant or condition to be observed or performed by Lessee under the Lease. To the knowledge of the Lessor, no event
has occurred which now does or hereafter will authorize the Lessor to terminate the Lease.
4. Ri2ht to Foreclose Deed of Trust. Beneficiary recognizes that any Deed of Trust taken by Beneficiary affects and
applies only to Lessee's interest in the Leasehold and that the Lessor will not permit any security interest to be taken in
any of its land. In the event of default by Lessee under the terms of the Deed of Trust, Beneficiary may enforce or
foreclose the Deed of Trust including the acceptance of a Deed in Lieu of Foreclosure. The Lessor agrees that in
connection with any such foreclosure, Beneficiary may:
a. Acquire Lessee's interest in the Leasehold either by Deed in Lieu of Foreclosure or actual foreclosure without
further consent of the Lessor, subject to the requirements of Section 6.4 below.
b. Acquire the leasehold estate through the assignment of lease from Lessor herein.
c. Rent the Premises pending foreclosure of the Leasehold by Beneficiary without further consent of the Lessor.
d. Assign and sell the Leasehold in whole or in part to any person or entity, subject to the requirements set forth
in Section 6.5 below.
5. Surrender of the Premises. No surrender of the Premises or any other act of Lessee shall be deemed to terminate
the Lease and the Lessor will not terminate voluntarily by agreement with Lessee unless Beneficiary has been previously
notified in writing and has consented to the termination in writing. The Lease shall not be amended or modified unless
Beneficiary has been previously notified in writing and has consented to such amendment or modification in writing.
6. Notice of Default and Beneficiary Rights.
6.1. Notice of Default, If Lessee defaults under the Lease or if any event occurs which would give the Lessor the
right to terminate, modify, amend or shorten the term of the Lease, the Lessor shall take no steps to exercise any
right it may have under the Lease without first giving Beneficiary written notice of such default. A copy of each
and every Notice of Default served or sent by the Lessor or its agent to or upon Lessee pursuant to the Lease shall
be sent contemporaneously to Beneficiary in accordance with Section 13 below. Such Notice of Default shall specify
the event or events of default then outstanding and the time period at the end of which the indicated action would
become effective.
6.2. Termination for Monetary Default. If the Notice of Default given by the Lessor to Beneficiary relates to a
monetary default and Lessee has not cured such monetary default within fifteen (15) days as provided in the Lease
and Lessee's failure to cure results in the Lessor desiring to terminate the Lease, the Lessor may terminate the Lease
if such monetary default is not cured by either Lessee or Beneficiary within twenty (30) days of Beneficiary receipt
of Notice, and kept current thereafter.
6.3. Termination for Non -Monetary Default. If the notice given by the Lessor to Beneficiary relates to a non -
monetary default and Lessee has not cured such non -monetary default within the 30-day period specified in the
Lease, the Lessor shall take no action to terminate the Lease if:
a. Within twenty (20) days after the Lessor's notice to Beneficiary to Lessee's failure to cure (or failure to
diligently pursue a cure) Beneficiary notifies the Lessor of its intent to realize upon its security interest and
commences realization within sixty (30) days thereafter, and diligently pursues realization; and
b. Beneficiary notifies the Lessor that it will assume the Lease when Beneficiary is legally entitled to the
ownership and/or possession of Lessee's interests in the Leasehold; and
c. Beneficiary pays the Lessor at time of notification all back rent or other monies or performances due that
may be in default up to the date Beneficiary notifies the Lessor of Beneficiary intent and further pays all
rent that accrues during the period after Beneficiary so notifies the Lessor and completes such other
performances that may be required or come due under the Lease.
The Lessor shall not terminate the Lease because of Lessee's breach of any term(s) of the Lease relating to the
solvency of Lessee or the institution of any bankruptcy, insolvency, receivership or related action by or against
Lessee as long as Beneficiary cures any default under the Lease by Lessee as provided in this Consent.
6.3.1. If the non -monetary default is of a nature which requires immediate abatement as a result of which
Beneficiary would not normally pursue realization on the collateral, and Lessee has not taken steps to
immediately cure the default, then Beneficiary must take immediate steps to cure such default within
ten (30) days of receipt of notice or else the Lessor may terminate the Lease.
6.3.2. Upon termination of the Lease as provided herein, Beneficiary will release its Deed of Trust within
fifteen (15) days thereafter.
6.4. Assumption of the Lease. If Beneficiary acquires the interest of Lessee at any time or takes possession of the
collateral, then Beneficiary shall formally assume the Lease within twenty (3030) days thereafter. Failure to so
assume the Lease shall give the Lessor the right to immediately terminate the Lease.
6.5. RiEht to Assign. Beneficiary shall not have the right to assign its interest in the Leasehold nor in the case of a
foreclosure under the Deed of Trust shall the Trustee under the Deed of Trust transfer the Leasehold to any person
or entity (other than Beneficiary) without first obtaining the written consent of the Lessor for such assignment or
transfer, which consent will not be unreasonably withheld or delayed provided that Beneficiary has disclosed to the
Lessor (a) the identity of the proposed purchaser, assignee or transferee; (b) shown that the purchaser's, assignee's
or transferee's credit standing would reasonably be acceptable to a commercially prudent Beneficiary; and (c)
provided evidence to the Lessor that the use of the property by such purchaser, assignee or transferee shall be
consistent with the terms of the Lease or Lessee's prior use of the Leasehold. Upon the purchaser's, assignee's or
transferee's assumption and agreement to perform and to be bound by all of the terms of the Lease, Beneficiary shall
be relieved of further liability under the Lease, however, if Beneficiary finances the purchaser, assignee or transferee,
Beneficiary shall again be subject to all the obligations set forth in this Agreement.
7. Disposition of Insurance and Condemnation Proceeds. The Lessor shall be named as an additional insured under
any of Lessee's casualty policies on the Premises to the extent of the interests limited in this Section 7. Should the
Premises suffer any loss which is covered by casualty insurance, and the insurance proceeds are used to restore any
improvements made by Lessee, the Lessor agrees that Lessee and Beneficiary shall have the right to such proceeds so
long as none of the Lessor's property, utilities or other services therein are damaged or such damages are repaired. In
the event the Premises are substantially damaged and Lessee's improvements have been repaired, the Lessor shall only
participate in the insurance proceeds to the extent necessary to repair and restore the Lessor's ground and any of the
Lessor's or Lessee's improvements (excluding buildings and personal property) on or in the ground to the same condition
the land was in at the commencement of the Lease, or in the same condition at the time of the casualty. Under the Lease,
the Lessor has the option of requiring Lessee to demolish the improvements at the end of the Lease term, or to have
Lessee convey title to the Lessor Lessee's interests in the Leasehold Improvements. In the event Premises and the
Leasehold are so severely damaged that Lessee's and Beneficiary's decision is not to repair or restore the Premises, the
Lessor shall participate in the insurance proceeds to the extent necessary to remove the remainder of the damaged
improvements and to restore the Premises and any utilities or other such improvements (excluding rebuilding the
improvements or restoring other personal property of Lessee) to the same condition the land was in at the commencement
of the Lease, or in the same condition at the time of the casualty. Other than as described herein, the Lessor shall have
no claim to insurance proceeds or condemnation proceeds that are attributable to Lessee's interest in the Leasehold, nor
shall Beneficiary have any interest in the Lessor's condemnation proceeds, if any.
8. Right to Participate in Litigation. Beneficiary shall have the right to participate in any litigation, arbitration or
dispute directly affecting the Premises or the interests of Lessee or Beneficiary therein, including without limitation, any
suit, action, arbitration proceeding, condemnation proceeding or insurance claim. The Lessor, upon instituting or
receiving notice of any such litigation, arbitration or dispute will promptly notify Beneficiary of the same.
9. Incorporation of Mortgagee Protection Provisions. To the extent not inconsistent with this Agreement, all
provisions of the Lease which by their terms are for the benefit of any leasehold mortgagee, are hereby incorporated
herein for the benefit of Beneficiary.
10. Right to Remove Collateral. In the event Beneficiary exercises its rights under its collateral and realizes upon the
collateral, the Lessor agrees that Beneficiary is entitled to remove Lessee's furniture, movable trade fixtures and
equipment installed by Lessee from the Premises at any reasonable time and that the collateral shall remain personal
property even though the trade fixtures may be affixed to or placed upon the Premises. "Trade fixtures" means the
movable personal property of Lessee which is free standing or attached to floors, walls or ceiling, but does not include
installed light fixtures, floor coverings, doors, windows, heating, plumbing or electrical systems or components thereof,
including any roof -mounted HVAC equipment and/or units thereof, or permanent walls or partitions installed by Lessee.
In the event Beneficiary so realizes on its collateral, the Lessor waives any right, title, claim, lien or interest in the above
trade fixtures by reason of such fixtures being attached to or located on the Premises. Beneficiary shall use reasonable
care in removing the trade fixtures from the Premises and shall repair any damage that may result from such removal
which shall be completed in accordance with the terms of the Lease.
11. Interpretation of Agreement. This Agreement sets forth the complete understanding of Beneficiary with respect
to this transaction; may be amended only in writing signed by the party against whom it is sought to be enforced; and,
without limiting the generality of the foregoing shall not be deemed modified by any course of dealing. No provision in
the Deed of Trust shall vary, modify or expand the covenants herein contained. In the event of any conflict between the
terms of this Agreement and the -Lease, this Agreement shall control.
12. In the event of litigation or arbitration between the parties to enforce or interpret this Agreement, the arbitrator,
Board of Arbitration or Judge, as may be appropriate, may award the prevailing party in such arbitration or litigation a
reasonable attorney's fee not to exceed twenty (20%) percent of the amount in controversy, plus costs and costs of
collection.
13. Notices. All notices, copies of notices, consents or other communications given under this Agreement must be in
writing and shall be effective when received. Such communications shall be given in person to an officer of Beneficiary
or to the Lessor or shall be delivered to one of such persons by registered or certified U.S. mail or by public or private
courier or wire service or facsimile transmission addressed to the parties at their respective addresses set forth below,
unless by such notice a different person or address shall have been designated in writing:
If to Beneficiary: Washington State Department of Commerce
Attn: Community Capital Facilities Unit, Securitization
1011 Plum Street SE
Post Office Box 42525
Olympia, Washington 98504-2525
If to the Lessor: City of Renton
Attn: Facilities Director
1055 S Grady Way
Renton, WA 98057
Email (in lieu of fax): facilities@cityofrenton.gov
And electronic copy to: cityclerk@rentonwa.gov
[SIGNATURE AND NOTARY PAGE FOLLOW]
IN WITNESS WHEREOF, the Lessor has executed these presents this 2 day of 2022.
City of Renton,
a Washington municipal corporation
By:
Printed Name:
Title:
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
I certify that I know or have satisfactory evidence that A rN1011,{o ?aVcrw.e— is the person who appeared
before me, and said person acknowledged tha&he signed this instrument, on oath stated thatRshe was authorized to
execute the instrument and acknowledged it as the of City of Renton, a Washington
municipal corporation, to be the free and voluntary act and &ed of such party for the uses and purposes mentioned in the
instrument.
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