CRA/LA East Valley Region Business Assistance Program. PROMISSORY NOTE (for Property Owner)

Transcription

1 CRA/LA East Valley Region Business Assistance Program PROMISSORY NOTE (for Property Owner) TO THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF LOS ANGELES, CALIFORNIA AND CRA/LA Loan Number: $000,000.00, 20 FOR VALUE RECEIVED, the undersigned, Borrower, having its mailing address at, hereby promises to pay to The Community Redevelopment Agency of the City of Los Angeles ("CRA/LA") a public body, corporate and politic, a principal amount not to exceed Dollars and/no cents ($000,000.00) or so much thereof as may be advanced by the CRA/LA to the Borrower pursuant to that certain Commercial RehabilitationLoan and Property Maintenance Agreement (the "Loan Agreement") dated, 20, between the Borrower and the CRA/LA. The obligation of the Borrower is subject to the terms of the Loan Agreement and this Promissory Note ( Note ) executed by the Borrower. Said documents are public records on file in the offices of the CRA/LA, and the provisions of said documents are incorporated herein by this reference. 1. This Note evidences the obligation of the Borrower to the CRA/LA for the repayment of funds loaned to the Borrower by the CRA/LA (the "CRA/LA Loan") to finance the rehabilitation of commercial space on the property located at, Los Angeles, CA (the "Site"). The Borrower shall not make any sale, assignment or conveyance, or transfer in any other form, of its interest in the Site, or any part thereof, without the advance and express written consent of the CRA/LA. 2. The CRA/LA Loan to Borrower evidenced by this Note shall bear zero percent (0%) interest per annum commencing as of the disbursement date of the CRA/LA Loan proceeds from a fund disbursement account established on behalf of the Borrower. 3. The outstanding principal balance of the CRA/LA Loan shall become fully due and payable if there is a default under the Loan Agreement or maintenance standards for the Site are not met, which standards are set forth in the Loan Agreement, following notice to Borrower and expiration of any applicable cure period. 4. Except as otherwise permitted in the Loan Agreement, notwithstanding the above, the outstanding principal balance of this Note, at the CRA/LA's option, shall be due and payable immediately in the event the Site or the business, or any portion Page 1

2 thereof, or interest therein, is sold, transferred, or leased without the prior written consent of the CRA/LA, which consent shall not be unreasonably withheld or delayed (except as otherwise provided for in the Loan Agreement) or if, without the prior written consent of the CRA/LA, which consent shall not be unreasonably withheld or delayed, this Note is assigned, or the Borrower is not proceeding with the work on the Site as required in the Loan Agreement in a prompt and diligent manner. In addition, in the event the Site or improvements thereon are sold or refinanced without the prior written consent of the CRA/LA, which consent shall not be unreasonably withheld or delayed, prior to the time this Note is paid in full, the net proceeds of such sale or refinance shall be paid to the CRA/LA to the extent necessary to pay in full any amount owing on the CRA/LA Loan. 5. Security. This Note shall be an unsecured obligation of Borrower. 6. Commencing on April 1, 20, and on each consecutive year thereafter, and provided that the Borrower is not in default under the Loan Agreement, including submittal by the Borrower of the CRA/LA Certificate of Compliance defined in the Loan Agreement, and a successful annual CRA/LA Inspection of the Improvements, ten percent (10%) of the principal balance of this Note, or $00, shall be deemed repaid, so that if the Borrower fully complies with the terms of the Loan Agreement and this Note is not in default thereof for a period of ten (10) years from the date of the Loan Agreement, the entire principal balance hereof shall be repaid. In such event, the CRA/LA shall cancel the Note and deliver the canceled Note to the Borrower. If this Note is not entirely paid at the end of such ten (10) year period, the entire unpaid principal balance shall be due and payable upon the CRA/LA's demand. The CRA/LA Certificate of Compliance, herein referred to as Attachment 1 to the Note, shall be submitted three times in accordance with the schedule set out in Paragraph J of Section 6.0 of the Loan Agreement (6 months, 18 months and 30 months from the effective date of the Loan Agreement). The Certificate of Compliance shall certify that Borrower has complied with all requirements set forth in the Loan Agreement and include, but not be limited to, acknowledgment that: 1) the Site was maintained during the prior year as required by the Loan Agreement; 2) Borrower has complied with its Job Creation and/or Job Retention obligations as set forth in the Loan Agreement, if applicable; 3) Borrower has complied with all CRA/LA Policies, including the payment of Living Wage, if applicable ; 4) Proof that applicable and most recent Certificates of Insurance as required in Article IV of the Agreement are in effect (copies of applicable Certificates and Endorsements must be submitted); and 5) compliance with all other requirements of the Loan Agreement. 7. Any outstanding principal balance under this Note are payable in lawful money of the United States at the principal office of the CRA/LA, 1200 W. Seventh Street, Suite 500, Los Angeles, California 90017, or at such other place as the Note holder hereof may inform the Borrower in writing. 8. The Borrower waives presentment for payment, demand, protest, and notices of dishonor and of protest; the benefits of all waivable exemptions; and all defenses and pleas on the grounds of any extension or extensions of the time of payment or of any due date under this Note, in whole or in part, whether before or after maturity and with or without notice. The Borrower hereby agrees to pay all costs and Page 2

3 expenses, including reasonable attorney's fees, which may be incurred by the holder hereof in the enforcement of this Note or any term or provision thereof. 9. The Borrower shall have the right to prepay without penalty the obligation evidenced by this Note or any part thereof. 10. Any consent or approval of CRA/LA required under this Note shall not be unreasonably withheld. 11. Except as may be otherwise specifically provided herein, any approval, notice, direction, consent request or other action by CRA/LA shall be in writing and may be communicated to Borrower at the principal office of Borrower as set forth in the Loan Agreement, or at such other place or places as Borrower shall designate in writing, from time to time, for the receipt of communications from CRA/LA. 12. All provisions of this Note shall be binding upon and inure to the benefit of the heirs, administrators, executors, successors-in-interest, transferees, and assigns of Borrower and CRA/LA; provided, however, that this Paragraph 12 does not waive the prohibition in the Loan Agreement on assignment of the CRA/LA Loan by Borrower without CRA/LA's consent. 13. This Note shall be interpreted under and governed by the laws of the State of California, except for those provisions relating to choice of law and those provisions preempted by federal law. 14. In the event that any provisions of this Note and the Loan Agreement conflict, the terms of the Loan Agreement shall control. 15. Any waiver by CRA/LA of any obligation in this Note must be in writing. No waiver shall be implied from any failure of Borrower to take, or any delay or failure by CRA/LA to take action on any breach or default by Borrower or to pursue any remedy allowed under this Note or applicable law. Any extension of time granted to Borrower to perform any obligation under this Note shall not operate as a waiver or release from any of its obligations under this Note. Borrower hereby waives all defenses and pleas on the grounds of any extensions of the time for repayment of any amounts due under this Note, unless CRA/LA has granted such extensions in writing. Consent by the CRA/LA to any act or omission by Borrower shall not be construed to be a consent to any other act or omission or to waive the requirement for the CRA/LA's written consent to future waivers. 16. If any term or provision of this Note is found by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Note shall be valid and be enforced to the fullest extent permitted by law. Page 3

4 BORROWER: By: Its: Date: Page 4

5 ATTACHMENT A CRA/LA CERTIFICATE OF COMPLIANCE Page 5