Agenda - Council - 09/26/2017 - Laserfiche WebLink

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A default under the LHIA Grant Agreement will constitute noncompliance with this Loan Agreement. If the City finds that there has been a material failure to comply with the provisions of this Loan Agreement, the City may take action to protect its interests, including refusal to disburse additional funds and acceleration of the Loan. If action to correct such default is not taken by the Borrower within sixty (60) calendar days (or such longer period as is reasonably necessary and approved by the City) after being notified by the City, the City may terminate this Loan Agreement. Termination does not alter Borrower's obligation to repay any Loan funds due to the City as a result of a default under the terms of this Loan Agreement. The City agrees that a cure of an event of default under this Loan Agreement made or tendered by the Borrower's limited partner or its designee shall be accepted or rejected on the same basis as if such cure was made or tendered by the Borrower and, to the extent accepted, shall be deemed to be a cure by Borrower hereunder. Notwithstanding any contrary provision of this Loan Agreement, if for any reason other than solely the City's negligence in managing the LHIA Grant funds, the Council requires the City to repay any or all of the LHIA Grant funds, Borrower unconditionally guarantees that it will repay whatever funds are required to be returned to the Council within ten (10) days of written notification of the Council's requirement, and , in addition, agrees to pay any and all expenses incurred by the City in enforcing this provision. Borrower hereby expressly and irrevocably waives all defenses in any action brought by the City to enforce this provision based on claims of waiver, release, surrender, alteration or compromise. This provision shall survive expiration or termination of this Loan Agreement. 5. TIME OF PERFORMANCE. Borrower must complete the Project on or before December 31, 2019 (the "End Date"). The City is not obligated to disburse funds for any Project Costs incurred after the End Date or any earlier termination, whichever occurs first. Any Loan funds not disbursed prior to the End Date will revert to the Council and the Loan amount will be reduced accordingly. 6. CONDITIONS PRECEDENT TO DISBURSEMENT. The following requirements are conditions precedent to disbursement of the Loan: A. The Borrower shall have provided evidence satisfactory to the City showing that Borrower has title in fee simple and possession of the Project site. B. The Borrower shall have delivered, without expense to the City, duly executed copies of the following documents, each of which shall be in form and substance acceptable to the City: (i) A Note of Borrower in the original principal amount of Four Hundred Thousand and No/100 Dollars ($100,000.00) payable to the City in the form attached hereto as Exhibit B-1 (the "Note"). (ii) A Mortgage, Security Agreement and Fixture Financing Statement securing payment of the Note and constituting a lien on the Project, subject only to encumbrances specifically permitted by the City and in the form attached hereto as Exhibit B-2 (the "Mortgage"). C. All filing fees for the Mortgage shall have been paid by Borrower. D. The Borrower shall have deposited in escrow with a title insurance company or otherwise have available to the satisfaction of the City, equity, loan proceeds or other funds sufficient together with the Loan funds to pay for all unpaid Project Costs. 2 US.113578590.01