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HomeMy WebLinkAbout23-133.01IdahoCentralSpokaneValleyPerformingArtsCenterGrantCONTRACT AMENDMENT TO THE AGREEMENT BETWEEN THE CITY OF SPOKANE VALLEY AND IDAHO CENTRAL SPOKANE VALLEY PERFORMING ARTS CENTER Spokane Valley Contract #23-133.01 The City of Spokane Valley ("City") and Idaho Central Spokane Valley Performing Arts Center ("Grantee"), referred to herein collectively as "Parties," mutually agree to amend Contract 423-133 related to the City's award of grant funds to Grantee for construction of a Performing Arts Center, which the Parties executed on July 25, 2023, and which terminates on December 31, 2035 (i.e. the "Original Contract"). 1. Recitals: a. The Parties acknowledge that City paid $785,714.00 to Grantee on August 15, 2023, pursuant to the terms of the Original Contract for the purpose of Grantee constructing a Performing Arts Center within the City's corporate boundaries. b. Grantee acknowledges that it has not substantially completed construction of the Performing Arts Center, and that the date identified in the Original Contract for substantial completion has expired. c. Grantee represents that it intends to complete construction of the Performing Arts Center and is actively in the process of securing additional financing for that purpose. d. The Parties agree to extend deadlines for performance and provide security for the City's payment. 2. Purpose: The purpose of this Amendment is to: (1) allow Grantee additional time to complete construction of the Performing Arts Center ("Facility"); (2) secure the Grantee's existing financial obligations to the City, and (3) provide assurance that Grantee will return to the City all grant funds paid to Grantee under the Original Contract in the event that Grantee fails to meet the deadlines established herein (Amended Exhibit D). The terms of the Original Contract and the above Recitals are hereby incorporated by reference. 3. Consideration: The Parties agree that the exchange of commitments identified herein constitutes legally valid and sufficient consideration for this amendment. 4. Amended Terms: a. Amended Exhibit D: Exhibit D to the Original Contract is hereby replaced in its entirety with Amended Exhibit D attached hereto. All references to Exhibit D in the Original Contract shall refer to Amended Exhibit D. Deed of Trust: In addition to the terms of the Original Contract, Grantee shall execute the Deed of Trust attached hereto as Exhibit H and deliver the original executed Deed of Trust to the City for recording in Spokane County on the property described in the Deed of Trust to secure payment of $785,714.00 ("Award Amount") to the City in the event Grantee fails to meet the milestone deadlines identified in Amended Exhibit D attached hereto. The Deed of Trust shall be reconveyed to Grantee upon Grantee meeting the deadlines. Moreover, when and as requested by Grantee, Grantor will subordinate its Deed of Trust to the interests of other entities or individuals providing financial support for the Facility. If Grantee fails to abide by the teens and conditions of the Deed of Trust or Amended Exhibit D, then such failure shall be a material breach upon which the City shall be entitled to declare the entire Award Amount immediately due and payable. In the event of said default, the City shall be entitled to (i) immediately require payment through any lawful means, including but not limited to the terms of the Deed of Trust of even date herewith, and (ii) recover interest which shall begin to accrue from the date of such default at the lesser of 12% per annum or the maximum rate then permitted by applicable law. 5. Original Contract Provisions: The Parties agree to continue to abide by those terms and conditions of the Original Contract and any amendments thereto which are not specifically modified by this Amendment and do not otherwise conflict with this Amendment. 6. Amendment Provisions: All terms of this Amendment, including Exhibit H and Amended Exhibit D, are hereby incorporated into the Original Contract by reference herein and shall control over any conflicting provisions of the Original Contract, including any previous amendments thereto. 7. Grant Award Amendment History: This is Amendment #1 of the Original Contract. The history of amendments to the compensation on the Original Contract and all amendments is as follows: Date Grant Award Original Contract Amount July 25, 2023 $785,714.00 Amendment #1 To be executed NA Total Amended Grant Award $785,714.0 b � The parties have executed this Amendment to the Original Contract this � day of _, 2025. CITY OF SPOKANE VALLEY: John Hohman City Manager GRANTEE: Performing Arts Cent t (� tj^ �C .._ By: vonne A.K. Johnson Its: Executive Artistic Director Amended Exhibit D: Timeline, Milestones & Performance Metrics Timeline & Milestones Facility Substantial Completion: December 31, 2027 Performance Metrics Grant Recipient shall deliver the following reports to the City related to the construction of and program at the Performing Arts Center: a. During construction of the Facility, quarterly reports on construction progress (first report due March 31, 2026). b. Annually, starting in 2028 and continuing through 2032, a report regarding Performing Arts Center programming from the previous year to include the number of reduced fees or scholarships awarded to those who are individuals and families with household incomes at or below 80% of the area median income as far as reasonably known to the Performing Arts Center. This report shall be submitted to the City by March 31 st, subsequent to the end of the calendar year being reported. Annually, starting in 2028 and continuing through 2032, a report on the number of patrons attending all events, including the number of patrons that traveled more than 50 miles, or traveled from outside of the State of Washington to utilize the Performing Arts Center. This report shall be submitted to the City by March 31 st subsequent to the end of the calendar year being reported. Exhibit H: Deed of Trust (attached) When Recorded Return To: The City of Spokane Valley 10210 E. Sprague Ave. Spokane Valley, WA 99206 Attention: Finance Department 12/04/2025 11:16:12 AM 7457094 Recording Fee $310.50 Page 1 of 7 Deed Of Trust GOVERNMENT, CITY OF SPOKANE VALLEY Spokane County Washington 1111111111111111111111111111111111111111111111111111111111111111111111111 ill 1111111111 IN IIIIIIII DEED OF TRUST Grantor (Borrower): Idaho Central Spokane Valley Performing Arts Center Beneficiary (Lender): City of Spokane Valley Grantee (Trustee): First American Title Company Abbr. Legal Description: LOTS 3, 5 AND 6 MIRABEAU BSP 2020-0002 (4 BSP/68-69), SPOKANE COUNTY Assessor's Tax Parcel No.: 45104.1105 Grant/Contract Number: 23-133 (as amended by 23-133.01) +L THIS DEED OF TRUST is made this i1 day of Obvt , 2025 between Idaho Central Spokane Valley Performing Arts Center, a Washington Non-profit Corporation, whose mailing address is PO Box 1368 SPOKANE VALLEY, Washington, 99037 ("Grantor"); First American Title Company, as Trustee ("Trustee"); and the City of Spokane Valley, as Beneficiary ("Beneficiary"), whose address is 10210 E. Sprague Avenue Spokane Valley, WA 99206. 1. Grant. Grantor hereby bargains, sells and conveys to Trustee in Trust for the benefit of Beneficiary, with power of sale the real property located in Spokane County, Washington described as: LOTS 3, 5 AND 6 OF MIRABEAU BINDING SITE PLAN BSP-2020-0002, RECORDED IN BOOK 4 OF BINDING SITE PLANS, PAGES 68-69; EXCEPT THAT PORTION OF SAID LOT 3 DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF SAID LOT 3, COMMON CORNER WITH LOT 2 OF SAID BINDING SITE PLAN; THENCE S67"15'19"E, 194.81 FEET, ALONG THE NORTH LINE OF SAID LOT 3; THENCE S22°44'41 "W, 290.79 FEET, PARALLEL WITH THE EAST LINE OF SAID LOT 3; THENCE N80035'26"W, 67.78 FEET TO AN ANGLE POINT OF SAID LOT 3; THENCE N80035'26"W, 238.68 FEET, ALONG THE SOUTH LINE OF SAID LOT 3 TO THE EAST RIGHT -OF- WAY LINE, OF MIRABEAU PARKWAY; THENCE NORTHEASTERLY ALONG SAID EAST RIGHT-OF-WAY TO THE POINT OF BEGINNING. ALSO EXCEPT THAT PORTION OF LOT 3 OF MIRABEAU BINDING SITE PLAN BSP-2020-0002, RECORDED IN BOOK 4 OF BINDING SITE PLANS, PAGES 68-69, BEING A PORTION OF LAND SITUATED IN THE SOUTHEAST QUARTER SECTION 10, TOWNSHIP 25 NORTH, RANGE 44 EAST, W.M., DESCRIBED AS FOLLOWS: COMMENCING AT THE INTERSECTION OF MIRABEAU PARKWAY AND MANSFIELD AVENUE; THENCE S50°28'07"E, 77.99 FEET ALONG THE CENTERLINE OF SAID MANSFIELD AVENUE TO THE BEGINNING OF A TANGENT CURVE CONCAVE TO THE NORTH HAVING A RADIUS OF 415.00 FEET; THENCE EASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 41 °24'58", AN ARCH DISTANCE OF 299.98 FEET TO A POINT OF REVERSE CURVATURE OF FUTURE MANSFIELD AVENUE; THENCE NO1°53'05"W, 24.00 FEET ALONG THE RADIAL BEARING OF SAID CURVE TO THE SOUTHWEST CORNER OF SAID LOT 3 AND THE POINT OF BEGINNING; THENCE CONTINUING ALONG SAID RADIAL BEARING A DISTANCE OF 3.00 FEET TO THE BEGINNING OF A NON -TANGENT CURVE CONCAVE TO THE NORTH, HAYING A RADIUS OF 388.00 FEET AND A RADIAL BEARING FROM THE RADIUS POINT OF SAID CURVE OF SO I °53'05"E; THENCE EASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 21 ° 10' 15", AN ARC DISTANCE OF 143.37 FEET; THENCE S11011'37W, 45.25 FEET TO THE BEGINNING OF A NON - TANGENT CURVE CONCAVE TO THE SOUTH, HAYING A RADIUS OF 574.00 FEET AND A RADIAL BEARING FROM THE RADIUS POINT OF SAID CURVE OF NI1°I1'37"E; THENCE WESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 13°04'42", AN ARC DISTANCE OF 131.02 FEET TO THE POINT OF BEGINNING. SITUATED IN THE CITY OF SPOKANE VALLEY, SPOKANE COUNTY, STATE OF WASHINGTON. (the "Property") together with all tenements, privileges, reversions, remainders, irrigation and water rights and stock, oil and gas rights, royalties, minerals and mineral rights, hereditaments and appurtenances belonging or in any way pertaining to the Property, and the rents issues and profits thereof. Said Property is not used principally, or at all, for agricultural or fanning purposes. 2. Obligations Secured. "Phis Deed of Trust is given for the purpose of securing Grantor's performance of each agreement, term and condition set forth in this Deed of Trust, and also in the City of Spokane Valley Grant Agreement Contract # 23-133 between Grantor and Beneficiary, their successors or assigns, as now or hereafter amended (the "Contract"), which is hereby incorporated by reference herein. The Deed of Trust shall be reconveyed to Grantor in the event Grantor complies with Amended Exhibit D of such Contract. 3. Protection of Security. To protect the security of this Deed of Trust, Grantor covenants and agrees: 3.1. To keep the Property in good condition and repair; to permit no waste thereof, to complete any building, structure or improvement thereon which may be damaged or destroyed; and to comply with all laws, ordinances, conditions and restrictions affecting the Property. 3.2. 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. 3.3. To keep all buildings now or hereafter on the Property continuously insured against loss by fire or other hazards in an amount not less than the replacement cost of the Property. The amount collected under any insurance policy may be applied upon any indebtedness hereby secured in such order as the Beneficiary shall determine, subject to the rights of any senior lien -holder. Such application by the Beneficiary shall not cause discontinuance of any proceedings to foreclose this Deed of Trust. In the event of foreclosure, and subject to the rights of the Beneficiary or beneficiaries of any senior deed of trust, all rights of Grantor in insurance policies then in force shall pass to the purchaser at the foreclosure sale. 3.4. 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 proceeding, and in any suit brought by Beneficiary to foreclose this Deed of Trust. 3.5. 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. 3.6. Should Granter fail to pay when due any taxes, assessments, insurance premiums, liens, encumbrances or other charges against the Property, Beneficiary may, but shall not be obligated, to pay the same, and the amount so paid shall be added to and become a part of the debt secured by this Deed of Trust. The payment of such 3 sums by Beneficiary and addition of the amount thereof to the principal balance secured hereby shall not constitute a waiver of the default. 4. General Conditions. The parties hereto agree that: 4.1. In the event of any fire or other casualty to the Property or eminent domain proceedings resulting in condemnation of the Property or any part thereof, Grantor shall have the right to rebuild the Property, and to use all available insurance or condemnation proceeds therefore, provided that (a) such proceeds are sufficient to rebuild the Property in a manner that provides adequate security to the Beneficiary for repayment of Grantor's obligations, or if such proceeds are insufficient to provide adequate security, then Grantor has funded any deficiency, (b) Beneficiary shall have the right to approve plans and specifications for any major rebuilding and the right to approve disbursements of insurance or condemnation proceeds for rebuilding under a construction escrow or similar arrangement, and such approval shall not be unreasonably withheld, and (c) no material default then exists under this Deed of Trust or the Contract. 4.2. 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 obligations secured and written request for reconveyance made by the Beneficiary or the person entitled thereto. 4.3. Upon default by Grantor(s) 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. 4.4. A Trustee shall deliver to the purchaser at the sale its deed, without warranty, which shall convey to the purchaser the interest in the Property which Granter had or had the power to convey at the time of the execution of this Deed of Trust, and such as Granter 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 a bona fide purchaser for value. 4.5. The power of sale conferred by this Deed of Trust and by the Deed of Trust Act 4 of the State of Washington is not an exclusive remedy; Beneficiary may cause this Deed of Trust to be foreclosed as a mortgage to the extent not prohibited by applicable law. 4.6. 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(s), Trustee, or Beneficiary shall be a party unless such action or proceeding is brought by the Trustee. 4.7. This Deed of Trust applies to, inures to the benefit of, and binds all parties hereto and their successors and assigns. The terms "Grantor," "Trustee," and "Beneficiary" include their successors and assigns. 4.8. The Beneficiary shall execute all documents reasonably necessary to subordinate its rights under this Deed of Trust to as requested by Grantor to allow Grantor to obtain financing, grants or donations from any person or entity towards the construction of the Facility. 5. Acceleration. If without Beneficiary's prior written consent, Grantor does not meet the milestone deadlines identified in Amended Exhibit D of the Contract, then Beneficiary may, at its option, require immediate payment in full of all sums secured by this Deed of Trust. However, this option shall not be exercised by Beneficiary if exercise is prohibited by federal law as of the date of this Deed of Trust. If Beneficiary exercises this option, Beneficiary shall give Granter notice of acceleration. The notice shall provide a period of not less than thirty (30) days from the date the notice is delivered or mailed within which Granter must pay all sums secured by this Deed of Trust. If Granter fails to pay these sums prior to the expiration of this period, Beneficiary may invoke any remedies permitted by this Deed of Trust without further notice or demand on Granter. [SIGNATURE AND NOTARY PAGE FOLLOWS] WITNESS the hand and seal of the Grantor on the day and year first written above. Idaho Central Spokane Valley Performing Arts Center, a Washington Nonprofit Corporation By: Printed ame: hil 13 d n Title: 1a S �(I ct2 � STATE OF WASHINGTON ) ) ss. COUNTY OF i'rt� ) On this 1— day of 2095, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared c vrv_' before me to be the person who signed the %lee W `l-rvT�- of Idaho Central Spokane Valley Performing Arts Center, the entity that executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said entity for uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument on behalf of the entity. Notary Public State of Washington Kaylie Lewis Commission No. 22005506 Commission Expires 10-29-29 Dated: Notary Signature: ftC-F q" Notary Printed Name: ��b ct L4L4_4 Residing at: • U Commission Expires: 2 REQUEST FOR FULL RECONVEY ANCE TO BE USED ONLY WHEN ALL OBLIGATIONS HAVE BEEN PAID AND ALL DUTIES PERFORMED UNDER THIS DEED OF TRUST. TO: TRUSTEE: The undersigned Beneficiary is the party entitled to the performance, benefits, duties, and payments under the City of Spokane Valey Grant Agreement Contract # 23-133, as amended by Contract #23-133.01 or further amended thereafter, between Grantor and Beneficiary which is secured by this Deed of Trust and other legal documents. The obligations thus secured have been fully paid, duties performed and satisfied, and you are hereby requested and directed, on payment to you of any sums owing to you under the terms of said Deed of Trust, including Contingent Interest, to cancel evidence of indebtedness secured by said Deed of Trust delivered to you with said Deed of Trust, and to reconvey, without warranty, to the parties designated by the terms of said Deed of Trust, all the estate now held by you hereunder. Dated Name Title 5 DATE (MM/DD/YYYY) ,aco>i " CERTIFICATE OF LIABILITY INSURANCE 11.1� 1 04/22/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Tim Hoppins(PTPCS) Pacific Crest Services, Inc. mNo Ext: 208-938-4197 NC N,; 866-885-8743 450 W. State St. Ste. 215 E-MAIL ADDRESS: tim@pacificcrestinsurance.com Eagle, ID 83616 INSURERISIAFFORDING COVERAGE NAIL# INSURED INSURER B : Idaho Central Spokane Valley Performing Arts Center INSURERC: PO Box 1368 INSURER0: Spokane Valley, WA 99037 INSURER E COVERAGES CERTIFICATE NUMRER' 002SRS0341 RFVI310N NIIMRFR- 1 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDLTYPE OF INSURANCE 1NM SUER POLICY NUMBER MM/DDY EFF MM/DDY� LIMITS LTR A X COMMERCIAL GENERAL LIABILITY Y 52SBABA2M25 04/08/2026 04/08/2026 EACH OCCURRENCE $ 2 000 000 CLAIMS -MADE 7 OCCUR DAMAGE TO RENTED PREMISES Ea occurrence $ 1 000 000 MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 2 000 000 AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE _ $ 4,000,000 GEN'L �( POLICY ❑ JECT M LOC PRODUCTS - COMP/OP AGG $ 4,000,000 $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ BODILY INJURY (Per person) ANY AUTO $ OWNED SCHEDULED AUTOS ONLY AUTOS $ BODILY INJURY (Per accident) PROPERTY DAMAGE Per accident HIRED NON -OWNED AUTOS ONLY AUTOS ONLY $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ HCLAIMS-MADE AGGREGATE EXCESS LIAB $ DED RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N PER OTH- STATUTE I ER _ E.L. EACH ACCIDENT ANY PROPRIETOR/PARTNER/EXECUTIVE $ OFFICER/MEMBER EXCLUDED? ❑ N / A _ E.L. DISEASE - EA EMPLOYE (Mandatory in NH) $ If yes, describe under DESCRIPTION OF OPERATIONS below - $ E.L. DISEASE - POLICY LIMIT DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The City of Spokane Valley as Additional Insured ("FRTIFICATF HOI nFR CANCFI I ATIC)N SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE The City of Spokane Valley THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 10808 E Sprague Ave AUTHORIZED REPRESENTATIVE Spokane Valley, WA 99206 - --- (TMH) © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Printed by TMH on 04/22/2025 at 04 32PM