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HomeMy WebLinkAboutCASA DE AMPARO; 2010-06-08;NOTE TO BORROWER: This Note is not assumable. PROMISSORY NOTE Secured by a Deed of Trust $330,319.00 Date: Carlsbad, California FOR VALUE RECEIVED, Casa de Amparo, a nonprofit corporation ("Borrower"), promises to pay to the City of Carlsbad, a municipal corporation ("City"), the principal sum of Three Hundred Thirty Thousand Three Hundred Nineteen Dollars ($330,319), or so much thereof as is reimbursed to Borrower by the City pursuant to the Agreement Between the City of Carlsbad and Casa de Amparo for Federal Community Development Block Grant Funds. 1. Loan Agreement. This City Promissory Note is made pursuant to a Community Development Block Grant Subrecipient Agreement dated tsf (%, LQlu (the "Agreement") by and between the Borrower and 2. Use of Funds. Borrower is to conduct predevelopment activities related to the rebuilding of facilities at Casa de Amparo facilities homeless shelter on property described in Exhibit A. This Note evidences the loan made by the City to assist Borrower with conducting predevelopment activities necessary to build facilities on the property, which will be operated consistent with the requirements of future permits governing its use. 3. Security. This Note is secured through concurrent execution of a Deed of Trust and Security Agreement, herein after referred to as Deed of Trust, and recordation of said Deed of Trust in the Office of the San Diego County Recorder. 4. Transfer or Assumption of Note. Borrower acknowledges that this Note is given in connection with predevelopment activities related to the building of facilities for Casa de Amparo . Consequently, this Note is not assumable by transferees of the Property and is due and payable upon the date the property is sold or transferred, or upon failure of Subrecipient to operate the facility consistent with the requirements of future permits governing the use of the property and the Subrecipient's application to the City requesting financial assistance. 5. Interest. There will be no interest charged on the Loan. 6. Term. The term of this loan shall be for a period of twenty (20) years. The twenty year term of the loan shall commence on the date the Promissory Note is executed and expire twenty (20) years after the date of this agreement. 7. Forgivable. The loan shall be forgivable upon expiration of the twenty year term of the loan if the facility has been maintained and operated according to terms of the Subrecipient Agreement between the City and Borrower for Community Development Block Grant Funds and consistent with the requirements of future permits governing the use of the facility for the full term of the loan. 8. Acceleration. Upon the occurrence of a default under the Subrecipient Agreement between the City and Borrower for Community Development Block Grant Funds and Deed of Trust, and expiration of all applicable notice and cure periods (an "Event of Default"), the City shall have the right to accelerate the Due Date of this Note and declare all of the unpaid principal immediately due and payable. Any failure by the City to pursue its legal and equitable remedies upon an Event of Default shall not constitute a waiver of the City's right to declare an Event of Default and exercise all of its rights under this City Note, the Subrecipient Agreement, and the Deed of Trust. Nor shall acceptance by the City of any payment provided for herein constitute a waiver of the City's right to require prompt payment of any remaining principal. 9. No Offset. Borrower hereby waives any rights of offset it now has or may hereafter have against the City, its successors and assigns. 10. Waiver: Attorneys' Fees. Borrower and any endorsers or guarantors of this City Note, for themselves, their heirs, legal representatives, successors and assigns, respectively, severally waive diligence, presentment, protest, and demand, and notice of protest, dishonor and non-payment of this City Note, and expressly waive any rights to be released by reason of any extension of time or change in terms of payment, or change, alteration or release of any security given for the payments hereof, and expressly waive the right to plead any and all statutes of limitations as a defense to any demand on this City Note or agreement to pay the same, and jointly and severally agree to pay all costs of collection when incurred, including reasonable attorneys' fees. If an action is instituted on this City Note, the undersigned promises to pay, in addition to the costs and disbursements allowed by law, such sum as a court may adjudge reasonable as attorneys' fees in such action. 11. Manner and Place of Payment. All payments of principal due under this City Note shall be payable in lawful money of the United States of America at the office of the City of Carlsbad, Housing and Redevelopment Department, 2965 Roosevelt Drive, Suite B, Carlsbad, California 92009, or such other address as the City may designate in writing. 12. No Waiver by the City. No waiver of any breach, default, or failure of condition under the terms of this Note shall be implied from any failure of the City to take action with respect to such breach, default or failure or from any previous waiver of any similar or unrelated breach, default or failure. 13. Giving of Notices. Except for any notice required under applicable law to be given in another manner, any notice to Borrower provided for in this Note shall be sent certified mail, return receipt requested or express delivery service with a delivery receipt, or personally delivered with a delivery receipt obtained, and shall be deemed to be effective as of the date shown on the delivery receipt as the date of delivery, the date delivery was refused, or the date the notice was returned as undeliverable. Notices shall be directed as follows: Borrower: Casa de Amparo 3555 Mission Avenue Oceanside, CA 92058 Attn: Executive Director City of Carlsbad: Housing and Redevelopment Department 2965 Roosevelt Street, Suite B Carlsbad, Ca. 92009 Attn: Director The parties may subsequently change addresses by providing written notice of the change in address to the other parties in accordance with this Section. 16. Joint and Several Obligations. This Note is the joint and several obligation of all makers, sureties, guarantors and endorsers, and shall be binding upon them and their successors and assigns. 17. Controlling Law. This Note shall be construed in accordance with and be governed by the laws of the State of California. 18. Assignment by the City. The City may assign its right to receive the proceeds under this Note to any person and upon notice to Borrower by the City all payments shall be made to the assignee. 19. Invalid Provisions. If any one or more of the provisions contained in this Note shall for any reason by held to be invalid, illegal or unenforceable in any respect, then such provision or provisions shall be deemed severable from the remaining provisions contained in this Note, and this Note shall be construed as if such invalid, illegal or unenforceable provision had never been contained in this Note. 20. Entire Agreement. This Note (along with the Subrecipient Agreement between the City and Borrower for Community Development Block Grant Funds, and the Deed of Trust) sets forth the entire understanding and agreement of the City and Borrower and any amendment, alteration or interpretation of this Note must be in writing signed by both the City and Borrower. IN WITNESS WHEREOF the parties hereto have caused this Promissory Note to be executed as of the day and year first written above. BORROWER: CASA DE AMPARO, a California Non-Profit Corporation Sharon Delphenich, Executive Director ACKNOWLEDGMENT State of California County of On 4? -0 —/O before me, personally appeared (here insert name and title of the officer) personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signatu IJfANNEM. OM Commtosion * IWtOpNotafy PutoHc • CoMoffilo I Son Otogo County * (Seal)