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HomeMy WebLinkAbout22-227.01 Partners INW Grants - Amendment / Deed of TrustCONTRACT AMENDMENT TO THE AGREEMENT BETWEEN THE CITY OF SPOKANE VALLEY AND PARTNERS INLAND NORTHWEST Spokane Valley Contract #22-227.01 The City of Spokane Valley ("City") and Partners Inland Northwest, formerly known as Spokane Valley Partners ("Grantee"), referred to herein collectively as "Parties", mutually agree to this first amendment of Contract #22-227 related to the City's award of grant funds for Partners Inland Northwest to acquire property to continue providing services to the homeless, and food insecure members of our community, expand into other potential services for the poor and infirm, and to serve more people in need within Spokane Valley and the surrounding region, which the Parties executed on December 29, 2022, and which terminates on December 29, 2037 (the "Original Grant Agreement"). 1. Recitals: a. The Parties acknowledge that the City awarded Grantee $4,000,000.00 for the acquisition of real property located at 17002 East Sprague Ave. Spokane Valley, WA (the "Property") to provide services to further its mission in providing support to the poor and infirm. b. Grantee acknowledges that while the Grantee is actively working towards renovations, Grantee has not met certain post -closing milestones described in the Original Grant Agreement and the Exhibits thereto due to ongoing and future renovations, which have delayed utilizing the Property for the primary purposes of the Original Grant Agreement. c. Grantee acknowledges that such delay constitutes a Material Default of the terms of the Original Grant Agreement, which would entitle the City to recoupment of the full amount of the Grant Award. d. Grantee represents that it intends to complete the necessary renovations at the Property, and has secured the necessary funding through other grant agreements and private entities, and instead of the City immediately exercising its rights of recoupment and other remedies provided by the Original Grant Agreement, agrees to enter into this amendment whereby the Grantee shall provide security to the City in the form of a Deed of Trust. 2. Purpose: The purpose of this Amendment is to: (1) allow Grantee additional time to complete the necessary improvements at the Property in order to provide its services as contemplated by the Original Grant Agreement; and (2) secure the Grantee's financial obligations to the City in the event of a future Material Default of the Original Grant Agreement as amended herein. The terms of the Original Grant Agreement and the above Recitals are incorporated herein by this 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. Exhibit A shall be replaced with "Exhibit A-1" which is attached hereto and incorporated herein by this reference. Further, any reference to Exhibit A, in the Original Grant Agreement and any modifications thereto shall mean "Exhibit A". b. Deed of Trust: Grantee shall execute the Deed of Trust attached hereto as Exhibit F 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 $4,000,000.00 in accordance with the terms of the Original Grant Agreement as amended herein or hereafter to the City in the event of a Material Default by the Grantee. Material Default, in addition to the definition provided for in the Original Grant Agreement, shall include any breach of any term or condition of the Original Grant Agreement as amended herein or hereafter, or breach of any term or condition of the Deed of Trust. c. Added Terms Re a�g Default: Should Grantee fail to abide by the terms and conditions of the Deed of Trust, or any other term or condition identified in the Original Grant Agreement as amended herein or hereafter including but not limited to any deadline established by Exhibit A-1 attached hereto, then such failure shall be a Material Default upon which the City shall be entitled to declare the entire Award Amount paid by the City to Grantee for acquisition of the Property immediately due and payable to the City. 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 signed in conjunction with this Amendment #22-227.01, 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 Grant Agreement Provisions: The Parties agree to continue to abide by those terms and conditions of the Original Grant Agreement 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 Exhibits A-1, and F, are hereby incorporated into the Original Grant Agreement by this reference and shall control over any conflicting provisions of the Original Grant Agreement, including any previous amendments thereto. 7. Consideration: The Parties agree that the exchange of commitments identified herein constitutes legally valid and sufficient consideration for this amendment. 8. Compensation Amendment History: This is Amendment #3 of the Original Grant Agreement. The history of amendments to the compensation on the Original Grant Agreement and all amendments is as follows: Date Grant Award Original Grant Agreement Award December 29, 2022 $4,000,000.00 Amendment #1 to be executed NA Total Amended Grant Agreement Award $4,000,000.00 The parties have executed this Amendment to the Original Grant Agreement this day of —Lew— 2026. CITY OF SPOKANE VALLEY: GRANT RECIPIENT: IZIIA-- 0111 3 ca��� An Hohman By: G'Cc 1� �n . © CFr-- v City Manager Its: Nr-+A trs J el l e- J APPROVED S TO FORM: ce of the City Attorney 2 Exhibit A-1 Timeline, Milestones & Performance Metrics I. SCOPE OF SERVICES Grantee currently provides a variety of services to support the poor and infirm. These services include but are not limited to collecting, warehousing, and providing food supplies for those in need; collecting, warehousing and providing clothing for those in need; collecting, warehousing, and providing diapers to those in need; providing assistance, whether directly or indirectly, to those in need of utility assistance; and partnering with the City to assist in outreach in addressing homelessness. Grantee also works with numerous community and regional partners to gather donations, to assist in providing such services, and collaborate on opportunities to better meet the needs of the community and region. The Parties agree that Grantee may continue to provide such services, may change such services, may expand such services, and may contract, collaborate, or work with other providers to provide such services or other related social services to support the poor and infirm and that, provided such uses support the poor and infirm, they shall be deemed to meet the purposes of this Agreement and Scope of Services. Nothing herein shall be construed to prevent or preclude Grantee from providing services to residents not located within the City. Grantee will (1) directly conduct some level of Grantee operations or provide some level of service from the newly acquired Property from the date of acquisition, and (2) use the newly acquired Property, whether directly or indirectly through sub-contractors/lessees or otherwise, for the primary purpose of providing services to support the poor and infirm within the City, and any other additional area as determined appropriate by Grantee, as considered over the term of this Agreement. In addition to all activities that are prohibited by law, the following are expressly prohibited on the Property: selling of alcohol, adult entertainment, and the selling, distribution, manufacturing, packaging, or production of cannabis. II. TIMELINE & MILESTONES Beginning June 2026: Provide quarterly reports on status of funding for Phase 1 construction improvements and services provided at the Property. December 31, 2027: "Phase 1" of improvements at Property completed. This shall include finalizing the relocation of Grantee's operations for collecting, warehousing, and providing food supplies, clothing, and diapers for those in need to the Property. January 31, 2028: Provide a report on completion of Phase I construction improvements and services provided at the Property. January 1, 2028 through December 31, 2037: Grantee provides annual performance reports as outlined in the Performance Metrics section below. Additional property improvements through "phases" are made in alignment with available funds at the Grantee's discretion. The Property shall be utilized for the primary purpose of providing services to support the poor and infirm. Grantee shall provide the City written notice of any change in use or proposed use unrelated to collecting, warehousing, and providing food supplies, clothing, and diapers for the poor and infirm. After consulting with the Grantee, the City shall have sole discretion in determining whether such services are related to the primary purpose of providing services to the poor and infirm. By December 31, 2037: Grantee completes grant requirements and submits final performance report to City on grant project. III. PERFORMANCE METRICS — Reporting The City understands that Grantee will be providing reports to Spokane County as part of its American Rescue Plan grant award. The City will accept such reports as long as it is feasible and the reports include the information outlined below, for purposes of this Section. Reports shall be provided to the City by January 31 of the year following the reporting period. The Annual Reports shall include service outcomes in a comparison format similar to the chart below and be accompanied by written summaries that explain the services Grantee provided during the reporting year, a report on operations, fundraising efforts, and information about any breakdown of operations or service by location, if operations occur at multiple locations. The Annual Report shall also include any other reasonable metrics and information mutually agreed upon by Grantee and the City. These Annual Reports will be required until the expiration date of this agreement. The requirements of reporting may be modified upon written mutual agreement of the parties. Annual Report on Individuals and Number of Households Served 4-Year Comparison !Category 92022 _%Increase 2023 %Increase 2024 _%Increase_2025 %Incre 2U6§%Increase 2022.2026°kIncrease All other Programs otherAll Programs IndividualsMobile ;Static Individuals HFV Food Express Mobile Individuals/Food _-_--__-_- Exhibit F (see attached Deed of Trust) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE NPIP COVERAGE AGREEMENT BELOW. THIS CERTIFICATE OF COVERAGE 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 COVERED PARTY, THE COVERAGE AGREEMENT MUST BE ENDORSED. IF SUBROGATION IS WAIVED, SUBJECT TO THE TERMS AND CONDITIONS OF THE COVERAGE AGREEMENT, CERTAIN COVERAGE MAY REQUIRE AN ENDORSEMENT. A Clear Risk Solutions GENERAL LIABILITY: NPIP 1 Munich Re. et al. 159 Basin Street SW PMB #206 Ephrata, WA 98823 AUTOMOBILE LIABILITY NPIP / Munich Re. et al. PROPERTY NPIP / Munich Re. et al. COVERED PARTY CRIME NPIP / Munich Re. et al. Partners Inland Northwest WRONGFUL ACT LIABILITY NPIP / Munich Re. et al. MISCELLANEOUS NPIP / Munich Re. et al. 10614 East Broadway Spokane Valley, WA 99206 PROFESSIONAL LIABILITY THIS IS TO CERTIFY THAT THE COVERAGES LISTED BELOW HAVE BEEN ISSUED TO THE COVERED MEMBER NAMED ABOVE FOR THE COVERAGE PERIOD INDICATED, NOT WITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE COVERAGE AFFORDED BY THE NPIP COVERAGE AGREEMENT DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH COVERAGE AGREEMENT. LIMITS SHOWN BELOW MAY HAVE BEEN REDUCED BY PAID CLAIMS. LINE OF •VERAGE COVERAGE NUMBER EFF DATE EXP DATE DESCRIPTION AbENERAL LIABILITY COMMERCIAL GENERAL LIABILITY NPIP262747848 SM/2026 W112027 PER OCCURRENCE SS,OOD'000 (OCCURRENCE FORM) INCLUDES STOP GAP — EMPLOYERS LIABILITY PER MEMBER AGGREGATE $10,000,000 PRODUCT-COMP/OP $5,000,000 MEMBER DEDUCTIBLE: $0 PERSONAL & ADV INJURY $5,000,000 (LIABILITY IS SUBJECT TO A $500.000 SIR PAYABLE FROM PROGRAM FUNDS) ANNUAL POOL AGGREGATE $50.000,000 COMMERCIAL AUTOMOBILE LIAB. NPIP262747848 6H/2026 6/1/2027 COMBINED SINGLE LIMIT $5.000.000 (ANY AUTO) (LIABILITY IS SUBJECT TO A $500,000 SIR PAYABLE FROM PROGRAM FUNDS) ANNUAL POOL AGGREGATE NONE COMMERCIAL PROPERTY NPIP262747848 611/2026 6H/2027 ALL RISK PER OCC EXCL EQ & FL $100,000,000 'BLANKET LIMIT OF APPuoABLEI N/A BLANKET LIMIT, IF SHOWN, IS APPLICABLE TO ALL LOCATIONS STATED AS BLANKET EARTHQUAKE PER OCC Excluded LIMIT ON THE STATEMENT OF VALUES ON FILE WITH THE COMPANY. EQ AND FLOOD COVERAGE MAY BE EXCLUDED FOR INDIVIDUAL LOCATIONS FLOOD PER OCC Excluded (PROPERTY IS SUBJECT TO A $500,000 SIR PAYABLE FROM PROGRAM FUNDS) ANNUAL POOL AGGREGATE NONE >� Fs COMMERCIAL CRIME NPIP262747848 611/2026 6/112027 PER OCCURRENCE $1,000,000 INCLUDES EMPLOYEE THEFT/DISHONESTY & ERISA COVERAGE PER MEMBER AGGREGATE $1,000,000 MEMBER DEDUCTIBLE: $1,000 (CRIME IS SUBJECT TO A $500,000 SIR PAYABLE FROM PROGRAM FUNDS) ANNUAL POOL AGGREGATE $5,000,000 WRONGFUL• • I •;• WRONGFUL ACTL0WLTIY MPIP262747848 6/112026 6/1/2027 PER CLAIM $5,000,OOC (CLAIMS MADE) MEMBER DEDUCTIBLE: $1,000 PER MEMBER AGGREGATE $5,000,000 (LIABILITY IS SUBJECT TO A $500,000 SIR PAYABLE FROM PROGRAM FUNDS) ANNUAL POOL AGGREGATE $40,000,000 • ••• • MISC PROFESSIONAL LIABILITY NPIP262747848 6111202E 6/V2027 PER CLAIM $5,000,000 (CLAIMS MADE) PER MEMBER AGGREGATE $5,000,000 MEMBER DEDUCTIBLE: $1,000 (LIABILITY IS SUBJECT TO A $500,000 SIR PAYABLE FROM PROGRAM FUNDS) ANNUAL POOL AGGREGATE $40,000,000 CANCELLATION NOTICE: SHOULD ANY OF THE ABOVE -DESCRIBED COVERAGES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE NPIP COVERAGE AGREEMENT PROVISIONS. Non Profit Insurance Program 2026-2027 Page 1 Coverage#: NPIP262747848 Cert #:0000045154 Effective Date: 611/2026 Issue Date 5/26/2026 ADDITIONAL COVERED PARTY AMENDMENT — DESIGNATED PERSON OR ORGANIZATION This endorsement modifies coverage provided under the following: GENERAL LIABILITY COVERAGE PART This endorsement changes the Coverage Agreement effective on the inception date of the Coverage Agreement unless another date is indicated above. Providing the certificate of coverage that this endorsement is attached to has been issued by and is on file with the Company, the following applies. SCHEDULE Person or Organization (Additional Covered Party): City of Spokane Valley 10210 East Sprague Ave Spokane Valley, WA 99206 Description of Activities I Operations I Designated Premises: Regarding Grant Contract 24-010.00. City of Spokane Valley is named as Additional Covered Party regarding this contract only and is subject to coverage terms, conditions, and exclusions. Additional Covered Party endorsement is attached. The NPIP Coverage Agreement is primary and non-contributory. With respect to coverage under the General Liability Coverage Part (including Products/Completed Operations): A. The Definition of Covered Party in the LIABILITY COVERAGES — COMMON CONDITIONS, DEFINITIONS AND EXCLUSIONS section of this Coverage Agreement is amended to add as a Covered Party the person or organization shown in the above Declarations with whom you have agreed in a written contract, written agreement, or permit that such person or organization be added as an additional Covered Party in your Coverage Agreement. Such person or organization is a Covered Party only with respect to their liability assumed by you that would be otherwise imposed by law in the absence of any contract, agreement, or permit relating to or arising out of the specified activity(ies) or operations described in the above Declarations. However, this coverage only applies with respect to liability for Bodily Injury, Property Damage, or Personal and Advertising Injury caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In performance of your ongoing operations; or 2. In connection with your premises owned or rented to you. The following provisions also apply: (1) The written contract, written agreement, or permit must be in effect at the inception of the Coverage Period or become effective during the Coverage Period; and (2) The written contract, written agreement, or permit must be executed prior to the Bodily Injury or Property Damage. Subject to the paragraphs above, any such person's or organization's status as an additional Covered Non Profit Insurance Program 2026-2027 Page 3 Party ends when any of the following first occurs: (1) This Coverage Agreement terminates; (2) The written contract, written agreement, or permit terminates; or (3) The specified activity(ies) or operations described in the above Declarations terminate. B. The following is added to Condition D. Other Insurance in the LIABILITY COVERAGES — COMMON CONDITIONS, DEFINITIONS AND EXCLUSIONS section of the Coverage Agreement, and supersedes any provision to the contrary: For the additional Covered Parry under your Coverage Agreement shown in the above schedule, and subject to Paragraph A. above, this coverage is primary to and will not seek contribution from any other insurance available to such additional Covered Party provided that: The additional Covered Party is a Named Insured under such other insurance; and You have agreed in writing in a contract, agreement, or permit that this Coverage would be primary and would not seek contribution from any other insurance available to the additional Covered Party for amounts payable under the coverage provided by this endorsement. C. The Limits of Coverage applicable to the additional Covered Party is the lesser of those limits specified in either the. • Written contract, written agreement, or permit; or • Declarations for this Coverage Agreement, In no case will the limits of coverage provided under this General Liability endorsement exceed the limits as required in the contract or agreement, or the limit of liability available under this Coverage Agreement. These Limits of Coverage are part of and not in addition to the Limits of Coverage shown in the Declarations. Except with respect to the Limits of Coverage, and any rights or duties specifically assigned in this Coverage Part to the Covered Member, this coverage applies: a. As if each Covered Member were the only Covered Member; and b. Separately to each Covered Party against whom claim is made or Suit is brought. All other terms and conditions remain unchanged Non Profit Insurance Program 2026-2027 Page 4 Regarding Grant Contract 24-010.00. City of Spokane Valley is named as Additional Covered Party regarding this contract only and is subject to coverage terms, conditions, and exclusions. Additional Covered Party endorsement is attached. The NPIP Coverage Agreement is primary and noncontributory. AUTHORIZEDCERTIFICATE HOLDER Sarah Farr City of Spokane Valley 10210 East Sprague Ave i J Spokane Valley. WA 99206 l Non Profit Insurance Program 2026-2027 Page 2 06/12/2026 10:12:17 AM 7495049 Reg cording Fee $310.50 Page 1 of 7 Deed Of Trust GOVERNMENT, CITY OF SPOKANE VALLEY O Spokane County Washington 1111111I 111111 III IN 1111111 I111111111111111111 When Recorded Return To: The City of Spokane Valley 10210 E. Sprague Ave. Spokane Valley, WA 99206 Attention: Office of the City Attorney DEED OF TRUST Grantor (Borrower): Partners Inland Northwest, a Washington nonprofit corporation Beneficiary (Lender): City of Spokane Valley Grantee (Trustee): WFG National Title Company of Eastern WA Abbr. Legal Description: ptn Sec 24, 25N, 44E, WM; NE qtr (full legal description on pages 1 and 2) Assessor's Tax Parcel No.: 45241.9105 Grant/Contract Number: 22-227 (as amended by 22-227.01) THIS DEED OF TRUST is made this S day of , 2026 between Partners Inland Northwest, a Washington Non-profit Corporation, whose mailing address is P.O. Box 141360, Spokane Valley, WA 99214 ("Grantor"); WFG National Title Company of Eastern WA, whose mailing address is 25 W. Cataldo Ste B Spokane, WA 99201, 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: That portion of the East half of the Northeast Quarter of the Northeast Quarter of Section 24, Township 25 North, Range 44 East of the Willamette Meridian,lying North of the C,M. & St. Paul Railroad right of way; EXCEPT the East 134.2 feet thereof: EXCEPT Sprague Avenue on the North; AND EXCEPT the West 20 feet for Steen Road; AND EXCEPT that portion of said premises conveyed to the County of Spokane by Statutory \ Warranty Deed recorded March 18, 1999 under Auditor's File No. 4343455, lying Northwesterly of the following described line: COMMENCING at a point on the Southerly right of way line of Sprague Avenue being 30.00 feet South of and 40.37 feet East of the Northwest corner of said East half of the Northeast Quarter of the Northeast Quarter; Thence Southwesterly to a point on the East right of way line of Steen Road, being 50.11 feet Southerly of the North line of said Northeast Quarter of the Northeast Quarter and the terminus of this line description: Located in the Northeast Quarter of Section 24, Township 25 North, Range 45 East of the Willamette Meridian; Situate in the County of Spokane, 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. This 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 # 22-227 between Grantor and Beneficiary, their successors or assigns, as now or hereafter amended (the "Contract"), which is hereby incorporated by reference herein, including payment by Grantor to Beneficiary in the amount of Four Million and 00/100 dollars ($4,000,000.00) in accordance with the terms of said 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 Grantor 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 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. By accepting payment of any sum secured hereby 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. 4.3. 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 obligations secured and written request for reconveyance made 3 by the Beneficiary or the person entitled thereto. 4.4. Upon default by Grantor(s) in the payment of any indebtedness secured by this Deed of Trust or in the performance of any obligation, term, condition, or agreement contained in or incorporated into 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 Contract 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. 4.5. 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 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 a bona fide purchaser for value. 4.6. 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 to the extent not prohibited by applicable law. 4.7. 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(s), Trustee, or Beneficiary shall be a party unless such action or proceeding is brought by the Trustee. 4.8. 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. 5. Acceleration. If without Beneficiary's prior written consent, all or any part of the Property or any interest in it is not used as required in the Contract, or Grantor does not meet the milestone deadlines identified in 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 Grantor 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 Grantor must pay all sums secured by this Deed of Trust. If Grantor fails to pay these sums prior to the expiration of this period, Beneficiary may invoke any remedies permitted by this 4 Deed of Trust without further notice or demand on Grantor. [SIGNATURE AND NOTARY PAGE FOLLOWS1 IN WITNESS WHEREOF, the undersigned have caused this instrument to be executed on this 5 day of J i t "16 , 2026. Grantor: Partners Inland Northwest, Beneficiary: City of Spokane Valley By: c �- By�l�/�---. Print Name: v 13 e., 7� Pri ted Name: zrc.✓ ek11^4.,1 Its: dr, r A v i'( w�si' Its: C r r1 r w,..,a 651- STATE OF WASHINGTON ) ) ss. County of Spokaanr�e- ) On this day of J i t /j 2026 before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared CA-4- C08LEW T Z to me known to be the C ED of Partners Inland Northwest, the nonprofit organization that executed the foregoing instrument, and acknowledged the instrument to be the free and voluntary act and deed of the r, oration, for the uses and purposes therein mentioned, and on oath stated that he is authorized to`�e t. +o pp�e X C u- -e, -itie Ir1.S+YU IM ItAA-�- • 'Vni and official seal rieret� o afi'" ed the da and year in is certificate above written 4i� � a`�gS `' 5 o���OT A. �v2 NO RY P BL V. in and for the State of %�240Z3457 s Washington, residing at SPoKA�� U}i =Y, u4 i ��,� A05%. 'b I a My commission expires: iit, - 09 ; v'� s ��u iMC-*L?/'_; - LEN-inAli Printed Name STATE OF WASHINGTON ) ss. County of Spokane ) On this�day of -Jutj t= 2026 before me, the undersigned, a Notary. Public in and for the State of Washington, duly commissioned and sworn, personally appeared Jc,4-rj "lfi/►'tA-/-J to me known to be the Ci I- 1"A-ANA G 72 of the City of Spokane Valley, the municipal corporation that executed the foregoing instrument, and acknowledged the instrument to be the free and voluntary act and deed of the corporation, for the uses and purposes therein mentioned, and on oath stated that he is authorized to execute the instrument. WITNESS my hand and official seal hereto affixed the day and year in this certificate above written. BEY ERS.� ►►� "24023457 i `n�` 09.2� �►rlI l o �A w tS�`��•�` n , c AA / Q NOYARY PUBLIC, in and for the State of �� Washington, residing at �Po t�,gyJ� jf My commission expires: -7 _7 - d 8 �i MCYO��-- L25HnA\J Printed Name 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 Valley Grant Agreement Contract # 22-227, as amended by Amendment #22-227.01, 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 Dame Title