HomeMy WebLinkAbout22-103 - Homestead Community Land Trust et al - Priority and Subordination Agreement (The Southard)22-103a
Council Approval N/A
When Recor(led Return to:
City of Tukwila
6200 Southocruct Blvd,
Tukwila, WA 98188
DOCLRA ENT THLE: Amendment to CRY of TukwilaRestrictive Covenant Agrtement (Fee
Exemption W Low-income Housing)
GRANI"OR: Homestead Community and Trost, a Washington oanprofit
torporation
UKANMM City of Tokwils, a non-chorter, optional tote 'Washinglon mil"Ielpal
corporation
ABBREVINTED LEGAL POR NE 1/4 Com FSE Y4 DAA P ON E LN SD SUDD TH S 1-40-11W 663,42
FT TO TPORTH CONTG N 89-52-59 W 219.08 trf 'I'll S 1-401-11 W
264137 FT Tit S 89A2-.59 V 216 Irr III N 1 -40-11 E 2" IM M/L TO
TPOD PER QCD REC #19840419"" & TUMILAISLA 1. 14410,75
IMC #201."912900005
CAftliplote Legpl Desewiption on ExhilAt A
TAX PARCEL NO(S):- 162304-9060
REFEREWE NO- 2422060"00270
FIRST AME NDMEWfT0
CITY OF TUKWILA RES"rRICTIVE COVENANT AGREEMENT
(Fee Exemption�for Low -Income 11ousing)
THIS FIRST AMENDMENT TO REST RIC11VE COVENANTAORI.`,"EMENT (this
"'First Anwndmenf ') is entered into as of tile 2S±J dayof __W14* 2,024 (the "Effeclive
-
'a
Date"), between the City of Tilkwila, a non-cha,tter, optiona0;) �shlngton municipal cod�
corporation (the "Qp"), ate dHornestead Community and Trust, a Washington State nonprofit
corporation, ('111omest eaMIX). TheCity and flointstea d CI.Tare collectively reftrred to in this
Agreement as the "Parties," and individually as a "Party."
A mendment to Roarlefive Covenant Agreement - 1-lornestead CO' page I of 7
j EFM41$4-65U4A79,,V13 175M00111
T101 -114M
WIIIEREAS, tile City and Homestead Wr previously entered into as City of'fukwila
Restrictive Covenant Agreement (Fee Exemption for Low -,Income Housing) dated June 9, 2022,
and recorded on June 9, 2022, in the Official Records of King County under Recording No.
20220609000270 (tile "Agreensent');
WHEREAS, the Agreement related to property legally described on the attached Exhibit A
4.6piroper,
(the Y$ );
WHEREAS, Homestead CLT reuests to modify Section 8.2 of the Agreement;
'WIRY AS, the City is amendable to Homestead CLT' s request to modify Section 8.2 of
the Agreement;
WHEREAS, the Parties agree to amend the Agreement as set forth herein.
AGREEMENT
N4 W, THEREFORE, in mutual consideration of the terms and conditions set forth herein,
and other consideration the receipt and suflicieney of which are hereby mutually acknowledged
and agreed, the Partie�s hereto agree to modify the Agreement as follows:
Section 1. Incorporation of Recitals. The foregoing recitals are correct and are hereby
incorporated by reference as though fully set forth herein.
Section 2. Modification to Agreement.
Section 8.2 of the Agreement is amended and restated in its entirety as follows:
8.2 In the event that Homestead Cur converts the Dwelling Units, or
allows the Dwelling Units to be converted, to a use other than for Low -Income
fl6usittg, In violatiort-6f Section '(4)(iii) ofthig Agreement; -and suoh-conversion,- to
the extent curable, is not cured within ninety (90) days after delivery of an
AtTordability Default Notice, then Homestead CfA" shall be liable to the City for
the full amount of development fees, and traffic, fire and parks impact fees
attributable to those particular Dwelling Units so converted, to be calculated based
on the fee schedules in effect at the time of such conversion. Upon such payment,
this Agreementshall terminate and be of no further force and effect with respect to
those particular Dwelling Units so converted. Upon receipt of payment of such fee,
the City will promptly record, a termination of this, Agreement or provide
Homestead CLT with such other evidence of termination, of this Agreement as
Flornestead CITshall request,
Section 3. Effect of First Amendment. This First Amendment is in addition to the
Agreement. E', xcept as otherwise provided herein, the provisions of this First Amendment modify,
Amendment foRestrictive Covenant Agoventont - Homestead CL 7' page 2 ori"'
(FWM49R4-65t4M379;M I I 15MOON)
but do not supersede,the provisions of the Agreement, Except as otherwise provided herein, each
provision, of the Agreement shall continue in full force and effect as if this First Amendinent did
not exist. ElIxCopt as otherwise provided herein, capitalized words and phrases shall have the
meanings ascribed to them in the Agreement,
Section 4. Other.,
4.1 Governing Law, Venue 'Mis, First Amendment is governed by the laws of the
State of Washington. Venue for any action shall be in King County Superior Court.
4.2 Successors and Ass,igns. This, First Amendment isbinding ,upon and will inure to
the: benefit of the Parties, and their respective permitted successors and assigns.
4.3 No Third -Party Beneficiaries, No Dedication., `fhis First Amendment is not
intended to confer upon, any person other than the Parties any rights or retnedics under this First
Amendment. Nothing in dais First Amendment shall be deemed to be a gi it or dedication of any
portion of the real property referred to herein to the general public nor for any public use or purpose
whatsoever.
4.4 Authority. The Parties each represent and warrant that they have full power and
actual authority to enter this First Amendment and to carry out all actions required of thern by this
First Amendment. All persons are executing this First Amendment in their representative
capacifies, and represent and warrant that they have dill power and authority to bind their
organizations,
4.$ Entire Agreement. This First Amendment and the Agreement represent the entire
agreement of the Parties with respect to the, subject matter hereof. There are no other agreements,
oral or written, except as expressly set- fortit herein and in the Agreement, and the Agreement, as
amended by this, First Amendment, supersedes, all previous agreements oral or written.
4.6 Further Action. Each Party agrees to execute any and all instruments, documents
and -resolutions, as may tarty ,rp#sqmthly'tWes§#ry,to effectuate the covenants, teens, conditions and
provistons, contained herein and in the Agreement.
4.7 Matters of Record., This First Amendment is subject to all existing easements,
licenses, encumbrances, title defects, matters of record, reservations and conditions affecting the
Property.
4.8 Binding Effect. This First Amendment shall run with and be a burden on the
Property and will be binding on any subsequent purchaser, grantee, owner, or lessee and any other
person or entity having any right, title, or interest therein and upon their respective heirs executors,
administrators, devisees, successors, and assigns of any, purchaser, grantee, owner, or lessee of tile
Property.
4.9 Recording, Homestead CLY' shall be solely responsible for timely recording, this
First Amendment with King County Record's Office.
Aerr rrdmeet Io Resericlive Covenant Agreameet - Homestead Ur page 3 of 7
(IWM4U4-6582,.0179;2113175.0(XX)01/)
IN WI17qESS WHEREOF, the Parties have, caused this First Amendment to be signed by
dieir respective, duly authorized representatives, as or the day and year first written above.
CITY OF TUKWILA,
a non hamar, optional code Washington municipal corporation
T Ttio ; MCL eo
hornas d
Mayor
FIX
By
City, Clerk
By
City Attorney
STATEI OF WASHINGTON
COUNTY OF KING
On this day of 2024, before me personally appeared
T`14OMAS'MCLFX")DA6 nie kb6WhJb'b, thd" ayo-r of tho"City--of Tukwila, and acknowledged -said
instrument to be the free, and voluntary act and deed of said entity, for the a m, and purposes therein
mentioned, and on oath stated that, he was authod7,ed to exectuesaid instrument.
In Witness Whereof I have hereunto set my hand and affixed any official seal the day and year first
abovewritten,
ON
I;z 01A4 11
(Signature of N,90y)
(P
'Aaaaag (fegily Aint orStan WName of"Notary)
tit OP WA�Stk'a Notary public in and for the: State of Washington
tttttttt My appointment expires
Amendment toReviddive Covenant Agreenjent - Homestead (IT page 4 of 7
(EFM4&84-6582-0379;IA3175000001/'�
HOMESTEAD C, OMMUN l,rl,,,V LAND'UHUSTI,
as Washington nonprofit corporation
srAT'I", Of" WASHINGTON
) ss,
COUNTY OF KINCJ I )
Ic4.zfiCy, that I no o,r have sa,dsf'&vt(,)ry evidencie that KAII ILEE N 1105 LA is the
person vkiho apPleared before me and.said person acknowledged diet she it this instrument, (,)in,
oath stated that she wits authorized to execute the inorurnent tand acknowledged i( as the CF0,
EXCCUti'VV Director o"eases e teaa¢ Cornmunity Land Trust, a Washington nonprofistv.)rporalilon, t(;w,
be the Free and voluntary act such nonpr(,,)fit corporation rata behallof such complaity Dn behalf of
suiell partnicIrsGita for the uses and purimses mcrat` ioned in, the instrument.
DATED: a -) , ?_6z el
. ...... .. .... ... . . ......
(P,ri rit Name)
Residing at
My appquint rnent expiresv . .... Z62 -7
Apnouirnent fir) Restriefive ("'overujiv Agreenni - Hopmsread (717' page 5 iY'7'
P, EPW 75 (X<,YX) a! $
EXHIBI
LEGALDESCTA RIPTIM. ON
THAT PORTION OF THE NORTHEAST QUARTER OFTHE SOUTHEAST QUARTE'R OF
SECTION 16, TOWNSHIP 23 NORTH, RANGE 4 EAST', WM., IN KING COUNTY,
WASHINGTON, DESCRIBED AS FOLLOWS -
I
THE EASI , 216 FEET IN WIDTH, OF THE FOLLOWING:
BEGINNING AT THE SOUTHEAST CORNER OFSAID NORTHEAST QUARTER 01, THE
SOUTHEAST QUARTER;
ITIENCE NORTHERLY ALONG THE EASTERLY LINE Tl,,IEREOF,, 695 FEliTTOTHE
TRUE POINT OF BEGINNING OF TIM TRACT HEREIN DESCRIBED,,
THENCE WESTERLY, ALONG A LINE PARALLEL TO, THE NORTHERLY LINE OF
SAID SUBDIVISION, 620 FEET, MORE OR LESS, TO THEEASTERLY LINE Or THE
ORIGINAL. OLD MILITARY ROADJUENCE SOUTHEASTERLY ALONG SAID
ORIGINAL LINE, TO ITSINTERSECTION WITH THE EASTERLYLINE OF T, HE NEW
LOCATION OF MILITARY ROAD AS NOW LAID OUT` AND ESTABLISHED;
TI IENCE SOUTI MASTERLY ALONG SAID EASTERLY LINE OF NEW LOCATION OF
MILITARY ROAD, TO ITS INTERSECTION WITH A LINE 300 FEET SOUTH Ol: AND
PARALLEL TCI THE FIRST COURSE OF THIS DESCRIPTION;
THENCE EASTERLY ALONG SAID PARALLEL LINE, 510 FEET, MORE OR LESS, TO
THE EASTERLY LINE OF SAID NORTHEAST' QUARTER OF THE SOUTHEAST
QUARTER; THENCE NORTHERLY ALONG SAID EASTERLY LIN'300 FEET, MORE
OR LESS, TO THE 'll RUE POINT OF BEGINNING; EXCEPT 'llIATPORTION, IF' ANY,
LYING NORTHERLY OFTHE FOLLOWING" DESCRIBED LINE:
BEGINNING AT A POINT ON THE EASTLINE OF SAID SECC ICIN 16, SOT JTH 01040'11'
WEST 673.42 FEET FROM T14E EAST QUARTER CORNER THEREOF;
THENCE NORTH 89052'59" WEST 619.26 FEET, MORE OR LESS, TO 114E EASTERLY
LINE OF MILITARY R0 AD AND THE TERMINUS Or SAID DESCRIBED LINE;
TOGETHER WITH THAT PORTION OF THE NORTHEAST QUA RTE R OF TIIE
SOUTHEAST QUARTER OF SECTION 16, TOWNSHIP 23 NORTH, RANGE 4 LAST",
Y
IN KING COUNT,WASHINGTN DESCRIBED AS FOLLOWS:
..... . . .....
BEGINNING AT A POINT ON THE EASOT LINE OF SAID SECTION 16, DISTA N't'' SOUTH
01040'11, "" WEST, 663.42 FEET FROMTHE EAST QUARTER CORNER THElm0f;
T14ENCE CONTINUING SOUTH 0 1 04(Y I I "' WEST 10 FEET;
THENCE NORTH 8905259" WEST 619.26 FEET, Mon OR LESS, TO THE
NORTHEASTERLY MARGIN OF MILITARY ROAD AS ESTABLISHED ON JULY 3,
1962;
THENCE NORTHWESTERLY ALONG SAID MARGIN TO A POINT WHICH BEARS
NORTH 8905259" WEST FROM T14E POINT OF BEGINNING;
THENCE SOUTH 8905259" EASTTO THE POINTOF BEGINNING;
EXCEPTITIAT PORTION DESCRIBED AS FOLLOWS-.
COMMENCING AT THE FAST QUARTER CORNER OF SAID SECTION 16;
THENCE SOUTH 0104011" WEST ALONG THE FAST LINE OF SAID SUBDIVISION
673,,42 FEET;
A mendinent to Restrictive CovenaniAgreement - ymmesLeadur A
(EPM4894-6582-10374NI 31 73,0MOOV)
THENCE NORTH 89P52'59" Wl"LST'216.08 FEETTO A POINT 216 FEET FROM SAfD
EAST LINE, AS
MEASURED AT RIGHT ANGLES;
THENCE CONTINUING NORM 89052'59"'WEST 3.00 TWEET' "TO THE TRUE PONT OF
BEGINNING;
T11ENCE CONTINUING NORTH 89052'59" WEST 395.57 FEET, MORE OR LESS, TO THE
EAS'I"ERLY LINE OF MILITARY ROAD;
MENCE NORTH 19,045'42" WEST ALONGSAID FAS TERLYLIKE OF MIL.111ARY ROAD
12.73 FEET;
THENCE SOUTH 89042'01 " EAST 400.19 FEET;
THENCE SOUTH 01'040'1 V WEST 10.70 FEET TO, THE TRUE POI NTCSF BEGINNING.
SITUATE IN THE COUNTY Or KING, STATE Or, WASHINGTON.
Amendment to Restoletive Covenant Agreement - limuestead (Y.'r Exhibit A
,(L2FM4$�84-,658,2,,0379,,VI31" l/)
22-103
Council approval NIA
RECORDED AT THE REQUEST OF
AND AFTER RECORDING RETURN TO:
HILLIS CLARK MARTIN & PETERSON P.S.
999 3rd Ave #4600
Seattle, WA 98104
Attn: Robert R. Garcia
PRIORITY AND SUBORDINATION AGREEMENT
(The Southard)
Grantors:
1. Heritage Bank
2. King County, Washington
3. Community Frameworks
4. The Department of Commerce, a department of the State of
Washington
5. City of Tukwila, a non -charter, optional code Washington
municipal corporation
6. Homestead Community Land Trust
Grantees:
1. Heritage Bank
2. King County, Washington
3. Community Frameworks
4. The Department of Commerce, a department of the State of
Washington
5. City of Tukwila, a non -charter, optional code Washington
municipal corporation
Abbrev. Legal:
PTN SEC 16 TWP 23N RGE 4E NE QTR SE QTR, KING
COUNTY
Full legal description on Exhibit A
Assessor's Property
Tax Parcel Account
162304-906009
Numbers:
Reference # (If
(County Covenant)
applicable):
(Senior Lender Deed of Trust)
(County Deed of Trust)
20191122001215; (Community Frameworks Deeds
of Trust)
(Commerce Deed of Trust)
(Commerce Covenant)
(City Covenant)
ND: 23474.002 4891-0005-6366v1
PRIORITY AND SUBORDINATION AGREEMENT
(The Southard)
This PRIORITY AND SUBORDINATION AGREEMENT (this "Agreement") is
executed as of , 2022, by and among the following parties (collectively, the
"Parties"): HERITAGE BANK (the "Senior Lender"); KING COUNTY, WASHINGTON,
a political subdivision of the State of Washington (the "County"); COMMUNITY
FRAMEWORKS, a nonprofit Washington corporation ("Community Frameworks"),
DEPARTMENT OF COMMERCE, a department of the State of Washington ("Commerce")
CITY OF TUKWILA, a non -charter, optional code Washington municipal corporation (the
"City") and HOMESTEAD COMMUNITY LAND TRUST, a Washington nonprofit
corporation ("Homestead"). The Senior Lender, the County, Commerce, and Community
Frameworks are each referred to as a "Lender" and collectively as the "Lenders."
RECITALS
A. Homestead's Interest as Fee Owner of Property. Homestead is the fee owner
of that certain real property located in King County, Washington, legally described on
Exhibit A hereto (the "Property").
B. Homestead's Interest. Homestead is a borrower on the Senior Lender Loan
(as defined below) and will develop an affordable townhome community at the Property.
C. Senior Lender's Interests. Senior Lender is making a loan to Homestead in
the original principal amount of $6,000,000.00 (the "Senior Lender Loan"). The Senior
Lender Loan is evidenced by that certain Note dated _, 202_ (the "Senior
Lender Note"). Repayment of the Senior Lender Note is secured by, among other security
documents, that certain Deed of Trust dated _, 202_, and recorded under King
County recording number (the "Senior Lender Deed of Trust"). All
documents identified in this paragraph and all documents executed by Homestead in
connection therewith are referred to collectively in this Agreement as the "Senior Lender
Documents."
D. County's Interests. The County is making a loan to Homestead evidenced by
a King County Washington Promissory Note dated in the principal
amount of $2,050,000.00 (the "County Note"). To secure the obligations of Homestead
under the County Note, Homestead granted a Deed of Trust dated _, 202_, and
recorded under King County recording number (the "County Deed of
Trust"). Homestead executed that certain Affordable Housing Covenant Agreement dated
202_, and recorded under King County recording number
(the "County Covenant"). All documents identified in this paragraph and all documents
executed by Homestead in connection therewith are referred to collectively in this
Agreement as the "County Documents."
Priority and Subordination Agreement (The Southard) Page 1
ND: 23474.002 4891-0005-6366v1
E. Community Frameworks' Interests. Community Frameworks loaned to
Homestead in the original principal amount of $135,000.00 (the "SHOP Loan #1") pursuant
to that certain Community Frameworks Self -Help Homeownership Opportunity Program
Loan and Security Agreement dated November 22, 2019 (the "SHOP Contract #1"). To
secure the obligations of Homestead under the SHOP Contract #1 with respect to the SHOP
Loan #1, Homestead granted a Deed of Trust dated November 22, 2019, and recorded under
King County recording number 20191122001215 (the "Community Frameworks Deed of
Trust #1"). Community Frameworks is also making a loan to Homestead in the original
principal amount of $30,000.00 (the "SHOP Loan #2") pursuant to that certain Community
Frameworks Self -Help Homeownership Opportunity Program Loan and Security
Agreement dated (the "SHOP Contract #2"). To secure the
obligations of Homestead under the SHOP Contract #2 with respect to the SHOP Loan #2,
Homestead granted a Deed of Trust dated 2022, and recorded under
King County recording number (the "Community Frameworks Deed of
Trust #2"). Both Community Frameworks Deed of Trust #1 and Community Frameworks
Deed of Trust #2 shall be referred to as "Community Frameworks Deeds of Trust". All
documents identified in this paragraph and all documents executed by Homestead in
connection therewith are referred to collectively in this Agreement as the "Community
Frameworks Documents."
F. Commerce's Interests. Commerce is making a recoverable grant to
Homestead in the original principal amount of $1,500,000.00 (the "Commerce Recoverable
Grant") pursuant to that certain Housing Trust Fund Homeownership Contract Number 19-
94110-040 dated August _, 2022 (the "Commerce Contract"). The Commerce Recoverable
Grant is evidenced by that certain Promissory Note dated August _, 2022 made by
Homestead to the order of Commerce in the principal amount of $1,500,000.00 (the
"Commerce Note"). To secure the obligations of Homestead under the Commerce Note and
the Commerce Contract with respect to the Commerce Loan, Homestead granted a Deed of
Trust against the Property dated August _, 2022, and recorded under King County recording
number (the "Commerce Deed of Trust"). Homestead executed
that certain Low Income Housing Covenant Agreement touching and concerning the
Property dated August _, 2022, and recorded under King County recording number
(the "Commerce Covenant"). All documents identified in this paragraph
and all documents executed by Homestead in connection therewith are referred to
collectively in this Agreement as the "Commerce Documents."
G. City Covenant. City and Homestead executed that certain Impact Fee
Covenant dated 202_, and recorded under King County recording number
(the "City Covenant"). All documents identified in this paragraph and all
documents executed by Homestead in connection therewith are referred to collectively in
this Agreement as the "City Documents."
Priority and Subordination Agreement (The Southard) Page 2
ND: 23474.002 4891-0005-6366v]
H. Documents. The Senior Lender Documents, the County Documents,
Commerce Documents, the Community Frameworks Documents, and City Documents are
collectively referred to herein as the "Documents" and each individually as a "Document."
F. Purpose of Agreement. The Parties desire to provide herein for the relative
priority of the various covenants, deeds of trust, and other instruments of record, and to be
recorded, and to undertake certain covenants with respect to the subordination of the priority
of their interests under recorded instruments in their favor to certain other instruments which
may be put of record hereafter, as more particularly provided herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Document Prioritv.
(a) Order of Priority. The Parties agree that the documents and instruments
identified and described below (the "Recorded Documents") shall have the following order
of priority:
First
Commerce Covenant
Second
County Covenant;
Third
Senior Lender Deed of Trust;
Fourth
County Deed of Trust;
Fifth
Community Frameworks Deeds of Trust;
Sixth
Commerce's Deed of Trust;
Seventh
City Covenant; and
Eighth
Homestead's Ownership Interest.
(b) Subordination. Notwithstanding the manner or order of recording or
perfection of the Recorded Documents, and notwithstanding any provisions of the Uniform
Commercial Code as adopted in the State of Washington or elsewhere and any applicable
law or decision or any other agreement currently in force between any of the Parties hereto,
the Parties' respective liens on and interests in the Property shall have the priorities
established in Section 1(a). The beneficiary of each Recorded Document hereby
subordinates its rights and interests under that Recorded Document to each of the Recorded
Documents appearing above that document in Section 1(a), and each Party agrees to execute
such further instruments and documents, including detailed subordination agreements in
Priority and Subordination Agreement (The Southard) Page 3
ND: 23474.002 4891-0005-6366v1
recordable form, as may be necessary from time to time to effectuate and confirm such
relative priorities of the Recorded Documents established in Section 1(a).
2. Rights of Lenders vis-a-vis Other Lenders.
(a) Subordination. Each of the Lenders agree that if, by reason of payment by a
Lender of real estate taxes or other monetary obligations of Homestead or liens on
Homestead's interest in the Property, pursuant to such Lender's respective deed of trust or
by reason of such Lender's exercise of any other right or remedy under such Lender's loan
documents (any Lender making such payment is referred to as a "Curing Party"), such
Curing Party shall acquire by right of subrogation or otherwise a lien on the Property that
but for this Section 2 would be senior to the lien of the Senior Lender Deed of Trust, then in
that event such lien of such Curing Party shall be subject and subordinate to the lien of the
Senior Lender Deed of Trust, and in the order reflected in Section 1(a). Each of the Lenders
further agrees that, in the event of any conflict or inconsistency between the terms of their
respective loan documents and the terms of this Agreement, the terms of this Agreement
shall govern and control the relative priority of the security interests of the Lenders in the
Property or the interests therein subject to their respective security interests, as applicable.
(b) Lenders' Agreement to Standstill. Until Senior Lender has been paid in full,
each other Lender agrees that if an event of default occurs and is continuing under its
Documents, other than the Senior Lender Documents, it will not accelerate the indebtedness
of Homestead; commence foreclosure proceedings with respect to the Property; collect
rents, appoint (or seek the appointment of) a receiver or institute any collection or
enforcement action. This standstill will be nullified if the default is continuing after one -
hundred -eighty (18 0) days from delivery of a notice of default to the other Lenders. This
section shall not limit the County, Commerce, or the City from enforcing the conditions of
each party's respective covenant listed in Section 1(a) of this Agreement. Nothing in this
paragraph shall preclude Senior Lender from pursuing all remedies available to it under the
Senior Loan Documents or applicable law.
(c) Notices. All notices to be given pursuant to this Agreement shall be in writing
and shall be deemed given when hand delivered within normal business hours, one (1)
business day if sent by overnight delivery by national overnight courier, or three (3) business
days after deposit in the U.S. mail, postage prepaid, to the Parties hereto at the addresses set
forth on Exhibit B of this Agreement, or to such other place as a Party may from time to
time designate by notice to the other Parties. No transferee or successor of a Party hereto
shall be entitled to notices or opportunity to cure defaults hereunder unless notice of the
transfer is given in accordance with this subsection.
3. Insurance or Condemnation Proceeds. The Parties hereby agree that they will
permit insurance or condemnation proceeds received with respect to the Property to be used
Priority and Subordination Agreement (The Southard) Page 4
ND: 23474.002 489]-0005-6366v1
for repair or restoration of the Property in accordance with the Senior Lender's Deed of
Trust.
4. No Waiver or Modification. Except as expressly stated herein, nothing herein
waives or modifies the provisions of any agreements or instruments by, between or among
the Parties, or the rights and obligations of any Party thereunder.
5. Consent to Other Parties' Documents. By executing this Agreement, each
Party hereby acknowledges and consents to the execution of, and where appropriate, the
recording of the documents described in the Recitals to this Agreement by Homestead, and
the other parties thereto. Notwithstanding such consent, the terms hereof, the terms of the
Documents, and the acceptance by Lenders of their respective liens and other rights and
interests under the Documents, a Lender shall not, prior to any acquisition of title to the
Property, be liable or responsible for any obligation of Homestead under the Documents.
6. Miscellaneous. This instrument shall be interpreted and enforced in
accordance with Washington law. Venue of any action or proceeding to enforce, interpret or
otherwise related hereto shall lie in King County, Washington. Section headings are for
convenience of reference only and shall not be used to interpret or alter the meaning of the
provisions hereof. This instrument shall be binding upon, and shall inure to the benefit of,
the Parties hereto, and their respective successors in interest and assigns. This instrument
may be executed in counterparts, all of which taken together shall constitute one and the
same instrument and whether or not all parties execute each counterpart. If this Agreement
is signed without completion of certain recording information called for above, any party
hereto or any title insurance company acting on the instructions of any party is hereby
authorized to insert such information prior to recording this Agreement. The Recitals to this
Agreement are true and correct.
7. Entire Agreement, Superseded Documents. This Agreement constitutes the
entire agreement and understanding among the parties hereto with respect to the relative
priorities of the documents, liens and interests described herein, and supersedes all prior
agreements on that subject. No modification or amendment of any provision of this
Agreement shall be effective unless made in writing and signed by the Parties hereto,
ORAL AGREEMENTS OR ORAL COMMITMENTS TO LEND
MONEY, EXTEND CREDIT OR FOREBEAR FROM ENFORCING
REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER
WASHINGTON LAW.
[Signatures appear on the following pages.]
Priority and Subordination Agreement (The Southard)
ND: 23474.002 4891-0005-6366v1
Page 5
IN WITNESS WHEREOF, the parties hereto have entered into this Priority and
Subordination Agreement as of the date first shown above.
HERITAGE BANK
M
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
Authorized Signatory
This record was acknowledged before me on , 202_, by
as the Authorized Signatory of HERITAGE BANK.
(Signature of notary public)
(Title of office)
My Commission Expires:
(Date)
(stamp)
Priority and Subordination Agreement (The Southard)
ND: 23474.002 4891-0005-6366vl
Page S-1
IN WITNESS WHEREOF, the parties hereto have entered into this Priority and
Subordination Agreement as of the date first shown above.
KING COUNTY, WASHINGTON
By:
Name: Tina Ilvonen
Title: Housing Finance Program Manager
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
This record was acknowledged before me on , 202_, by Tina Ilvonen
as the Housing Finance Program Manager of KING COUNTY, WASHINGTON.
(Signature of notarypublic)
(Title of office)
My Commission Expires:
(Date)
(stamp)
Priority and Subordination Agreement (The Southard)
ND: 23474.002 4891-0005-6366v1
Page S-2
IN WITNESS WHEREOF, the parties hereto have entered into this Priority and
Subordination Agreement as of the date first shown above.
COMMUNITY FRAMEWORKS
By: _
Name:
Title:
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
This record was acknowledged before me on , 202_, by
as the of COMMUNITY
FRAMEWORKS.
(Signature of notary public)
(Title of office)
My Commission Expires:
(Date)
(stamp)
Priority and Subordination Agreement (The Southard)
ND: 23474.002 4891-0005-6366vl
Page S-3
IN WITNESS WHEREOF, the parties hereto have entered into this Priority and
Subordination Agreement as of the date first shown above.
DEPARTMENT OF COMMERCE, a
department of the State of Washington
By:
Name: Corina Grioras
Title: Assistant Director, Housing Division
STATE OF WASHINGTON )
) ss.
COUNTY OF THURSTON )
This record was acknowledged before me on , 202_, by Corina
Grigoras the Assistant Director of the Housing Division of the DEPARTMENT OF
COMMERCE, a department of the State of Washington.
(Signature of notary public)
(Title of office)
My Commission Expires:
(Date)
(stamp)
Priority and Subordination Agreement (The Southard)
ND: 23474.002 4891-0005-6366vl
Page S-4
IN WITNESS WHEREOF, the parties hereto have entered into this Priority and
Subordination Agreement as of the date first shown above.
City of Tukwila,
a non -charter, optional code Washington municipal corporation
BY I/
bw Allan Ekberg
Mayor
ATTEST:
Y
City Cleric
APPROVED AS TO FORM
By _uly«�%��" G -J
Assistant City Attorney
STATE OF WASHINGTON
) ss
COUNTY OF KING
On this V1 1h day of A411A 5Y_ , 2022, before me personally appeared Allan
Ekberg to me known to be the Mayor of the City of Tukwila, and acknowledged said instrument to
be the free and voluntary act and deed of said entity, for the uses and purposes therein mentioned,
and on oath stated that he was authorized to execute said instrument.
In Witness Whereof I have hereunto set my hand and affixed my official seal the day and
year first above written.
1101
�~
,Dy Y06 fill
�,�M,wero�intirgo ,�
B
(Signature of Notary)
wpYlr
as 111 7 21
(Legibly Print or Stamp Name of Notary)
Notary public in and for the State of Washington
x,14 ������.�4�
4411111 r A S�
My appointment expires
Priority and Subordination Agreement (The Southard) Page S-5
ND: 23474.002 4891-0005-6366v1
IN WITNESS WHEREOF, the parties hereto have entered into this Priority and
Subordination Agreement as of the date first shown above.
HOMESTEAD COMMUNITY LAND TRUST,
a Washington nonprofit corporation
BY:
Name: Kathleen Hosfeld
Title: Executive Director
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
This record was acknowledged before me on , 202_, by Kathleen
Hosfeld as the Executive Director of HOMESTEAD COMMUNITY LAND TRUST, a
Washington nonprofit corporation.
(Signature of notary public)
(Title of office)
My Commission Expires:
(Date)
(stamp)
Priority and Subordination Agreement (The Southard)
ND: 23474.002 4891-0005-6366v 1
Page S-6
EXHIBIT A
Legal Description
THAT PORTION OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF
SECTION 16, TOWNSHIP 23 NORTH, RANGE 4 EAST, W.M., IN KING COUNTY,
WASHINGTON, DESCRIBED AS FOLLOWS:
THE EAST 219 FEET IN WIDTH OF THE FOLLOWING:
BEGINNING AT THE SOUTHEAST CORNER OF SAID NORTHEAST QUARTER OF THE
SOUTHEAST QUARTER;
THENCE NORTHERLY ALONG THE EASTERLY LINE THEREOF, 695 FEET TO THE
TRUE POINT OF BEGINNING OF THE TRACT HEREIN DESCRIBED;
THENCE WESTERLY, ALONG A LINE PARALLEL TO THE NORTHERLY LINE OF SAID
SUBDIVISION, 620 FEET, MORE OR LESS, TO THE EASTERLY LINE OF THE ORIGINAL
OLD MILITARY ROAD;
THENCE SOUTHEASTERLY ALONG SAID ORIGINAL LINE, TO ITS INTERSECTION
WITH THE EASTERLY LINE OF THE NEW LOCATION OF MILITARY ROAD AS NOW
LAID OUT AND ESTABLISHED;
THENCE SOUTHEASTERLY ALONG SAID EASTERLY LINE OF NEW LOCATION OF
MILITARY ROAD, TO ITS
INTERSECTION WITH A LINE 300 FEET SOUTH OF AND PARALLEL TO THE FIRST
COURSE OF THIS DESCRIPTION;
THENCE EASTERLY ALONG SAID PARALLEL LINE, 510 FEET, MORE OR LESS, TO
THE EASTERLY LINE OF SAID NORTHEAST QUARTER OF THE SOUTHEAST
QUARTER;
THENCE NORTHERLY ALONG SAID EASTERLY LINE, 300 FEET, MORE OR LESS, TO
THE TRUE POINT OF BEGINNING;
EXCEPT THAT PORTION, IF ANY, LYING NORTHERLY OF THE FOLLOWING
DESCRIBED LINE:
BEGINNING AT A POINT ON THE EAST LINE OF SAID SECTION 16, SOUTH 01°40'11"
WEST 673.42 FEET FROM THE EAST QUARTER CORNER THEREOF;
THENCE NORTH 89052'59" WEST 619.26 FEET, MORE OR LESS, TO THE EASTERLY
LINE OF MILITARY ROAD AND THE TERMINUS OF SAID DESCRIBED LINE;
Exhibit A
ND: 23474.002 4891-0005-6366v I
TOGETHER WITH THAT PORTION OF THE NORTHEAST QUARTER OF THE
SOUTHEAST QUARTER OF SECTION 16, TOWNSHIP 23 NORTH, RANGE 4 EAST, W.M.,
IN KING COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT ON THE EAST LINE OF SAID SECTION 16, DISTANT SOUTH
01°40'11" WEST, 663.42 FEET FROM THE EAST QUARTER CORNER THEREOF;
THENCE CONTINUING SOUTH 01040'11" WEST 10 FEET;
THENCE NORTH 89052'59" WEST 619.26 FEET, MORE OR LESS, TO THE
NORTHEASTERLY MARGIN OF MILITARY ROAD AS ESTABLISHED ON JULY 3,1962;
THENCE NORTHWESTERLY ALONG SAID MARGIN TO A POINT WHICH BEARS
NORTH 89052'59" WEST FROM THE POINT OF BEGINNING;
THENCE SOUTH 89052'59" EAST TO THE POINT OF BEGINNING;
AND EXCEPT THAT PORTION DESCRIBED AS FOLLOWS:
COMMENCING AT THE EAST QUARTER CORNER OF SAID SECTION 16;
THENCE SOUTH 01040'11" WEST ALONG THE EAST LINE OF SAID SUBDIVISION
673.42 FEET;
THENCE NORTH 89052'59" WEST 216.08 FEET TO A POINT 216 FEET FROM SAID EAST
LINE, AS MEASURED AT RIGHT ANGLES AND THE TRUE POINT OF BEGINNING;
THENCE CONTINUING NORTH 89052'59" WEST 3.00 FEET TO A POINT 219 FEET FROM
SAID EAST LINE, AS MEASURED AT RIGHT ANGLES;
THENCE CONTINUING NORTH 89052'59" WEST 395.57 FEET, MORE OR LESS, TO THE
EASTERLY LINE OF MILITARY ROAD;
THENCE NORTH 19045'42" WEST ALONG SAID EASTERLY LINE OF MILITARY ROAD
12.73 FEET;
THENCE SOUTH 89042'01" EAST 403.19 FEET TO A POINT 216 FEET FROM SAID EAST
LINE, AS MEASURED AT RIGHT ANGLES;
THENCE SOUTH 01040'11" WEST 10.70 FEET PARALLEL WITH SAID EAST LINE TO
THE TRUE POINT OF BEGINNING;
AND EXCEPT ANY PORTION THEREOF LYING WITHING THE FOLLOWING
DESCRIBED TRACT;
Exhibit A
ND: 23474.002 4891-0005-6366v1
THE EAST 225 FEET OF THE SOUTH 695 FEET OF THE NORTHEAST QUARTER OF THE
SOUTHEAST QUARTER OF SECTION 16, TOWNSHIP 23 NORTH, RANGE 4 EAST, W.M.,
IN KING COUNTY, WASHINGTON;
EXCEPT THE NORTH 300 FEET THEREOF.
Exhibit A
ND: 23474.002 4891-0005-6366v1
EXHIBIT B
Notification Addresses
Heritage Bank
King County
1420 Fifth Ave., Suite 3600
Department of Community and Human
Seattle, WA 98104
Services
Attention: Alex Pace
401 Fifth Avenue, Suite 500
Seattle, WA 98104
Attn. Housing Finance Program Manager
Community Frameworks
Homestead Community Land Trust
907 West Riverside Avenue
412 Maynard Avenue South #201
Spokane, WA 99201
Seattle, WA 98104
Attn. Executive Director
Department of Commerce
City of Tukwila
Community Services and Housing Division
City Clerk
Multifamily Housing Unit
6200 Southcenter Boulevard
1011 Plum St. SE
Tukwila, WA 98188
Olympia, WA 98504
Exhibit B
ND: 23474.002 4891-0005-6366v 1