HomeMy WebLinkAboutAttach. 3 Promissory Note & Grant Deed (2)Attachment No. 3
PROMISSORY NOTE
(Westside TOD Affordable Site)
("Note")
National City, California August , 2013
1. Principal; No Interest. For value received and in consideration of the Purchase and Sale
Agreement (Westside TOD Affordable Site) dated as of August 20, 2013 ("Agreement"), by and
between the City of National City ("Seller") and Community Development Commission -Housing
Authority of the City of National City ("Maker"), Maker promises to pay to Seller, or order, at
1243 National City Boulevard, National City, California 91950-4397, or such other place as the
holder may from time to time designate by written notice to Maker, the principal sum of Four
Million Nine Hundred Forty -One Thousand and No/100 Dollars ($4,941,000.00). This Note shall
not bear interest. All capitalized terms which are not defined herein shall have the meaning
ascribed to them in the Agreement.
2. Term of Loan, Due Date and Right of Prepayment. Payments shall be due and payable as
follows:
(a) The Maker intends to ground lease Parcel 1 and Parcel 2, as such terms are defined
in the Agreement, and make one or more residual receipts loans to the developers of Parcel 1 and
Parcel 2. Those ground leases may or may not require annual ground rent payments to be made to
the Maker. Those residual receipts loans will require the developers of Parcel 1 and Parcel 2 to
make annual payments to the Maker based on the residual receipts generated by the operations on
Parcel 1 and Parcel 2, if any. The Maker shall pay to the Seller an amount equal to the amount
received from the developers of Parcel 1 and Parcel 2 (whether from ground rent or residual
receipts payments) within ten (10) business days of Maker's receipt of the same. The Maker shall
have no obligation to make any payments to Seller hereunder, unless and until the Maker receives
funds from the developers of Parcel 1 and Parcel 2.
(b) If all amounts otherwise payable hereunder are not paid in full within sixty-five
(65) years from the date first set forth above, all principal shall be due and payable.
(c) This Note shall be payable in full upon acceleration of this Note pursuant to the
provisions of Paragraph 4 of this Note.
(d) This Note shall be payable in full upon the conveyance of all or any part of the fee
interest in Parcel 1 or Parcel 2.
(e) This Note may be prepaid in whole or in part at any time and, from time to time,
without notice or penalty. Any prepayment shall be allocated first to unpaid interest, if any, and
then to principal.
3. Unsecured Note. This Note shall be unsecured.
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Attachment No. 3
4. Acceleration Upon Default. Notwithstanding Section 2, above, or anything contained
herein to the contrary, in the event of: (i) any default in the performance of any of the terms,
covenants and conditions contained in this Note or the Agreement, in each case after the expiration
of applicable cure periods, or (ii) in the event of the filing of a bankruptcy proceeding by or against
Maker which is not dismissed within ninety (90) days thereafter, then all sums owing by Maker to
the Seller shall at the option of the Seller immediately become due and payable. These remedies
shall be in addition to any and all other rights and remedies available to the Seller, either at law or
in equity.
5. Costs Paid by Maker. Maker agrees to pay the following costs and expenses incurred by
the holder of this Note, or adjudged by a court: (a) reasonable costs, expenses and attorneys' fees
paid or incurred in connection with the collection or enforcement of this Note, whether or not suit
is filed; and (b) costs of suit and such sum as the court may adjudge as attorneys' fees in any action
to enforce payment of this Note or any part of it.
6. Payment and Interest Calculation. Payments shall be applied to interest first, if any, and
then to any unpaid principal balance.
7. Recourse Note. In any action brought to enforce the obligations of Maker under this Note,
the judgment or decree shall be enforceable against Maker.
8. Late Charge. If any installment due hereunder is not paid within fifteen (15) days from the
date due, Maker promises to pay a "late charge" of $100.00 to defray the expense incident to
handling any such delinquent payment or payments.
9. Severability. If any provision of this Note is determined to be void by court of competent
jurisdiction, such determination shall not affect any other provisions of this Note, and such other
provisions shall remain in full force and effect.
10. Non -Waiver. No delay in demanding or failure to demand performance hereunder shall
constitute a waiver by the holder of its right to subsequently demand such performance or to
exercise any remedies for any default hereunder. Further, in order to be effective, any waiver of
any of the Seller's rights and remedies hereunder must be in a writing signed by the Seller. Further
waiver by the Seller of any right hereunder shall not constitute a waiver of any other right,
including but not limited to the right to exercise any and all remedies for a different or subsequent
event of default.
Maker:
Community Development Commission -Housing Authority of the City of National City
By:
Print Name:
Its:
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Attachment No. 3
Recording Requested By And When
Recorded Mail To And Mail Tax
Statements To:
City of National City
1243 National City Boulevard
National City, CA 91950
This document is exempt from payment of a recording fee
pursuant to Government Code Section 6103.
GRANT DEED
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,
City of National City
hereby grant to
Community Development Commission -Housing Authority of the City of National
City
the real property in the County of San Diego, State of California, described on Exhibit "A"
attached hereto and incorporated herein. This grant deed is recorded to pursuant to the authority
granted by the City of National City, as referenced within City of National City board report
, and City of National City Resolution No. , adopted on
August 20, 2013.
City of National City
By: Dated: August , 2013
Ron Morrison, Mayor
Approved as to Form:
By:
Claudia Gacitua Silva
City Attorney
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Attachment No. 3
State of California
County of San Diego
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ACKNOWLEDGMENT
On , 2013, before me, , notary public,
personally appeared , who proved to me on the
basis of satisfactory evidence to be the person whose name is subscribed to the within instrument
and acknowledged to me that he executed the same in his authorized capacity, and that by his
signature on the instrument the person, or the entity on behalf of which the person acted,
executed the instrument.
I certify under penalty of perjury under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Signature (Seal)
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Attachment No. 3
ACCEPTANCE
This is to certify that the interest(s) in real property conveyed by this instrument to the
Community Development Commission -Housing Authority of the City of National City are
hereby accepted by the undersigned officer on behalf of the Community Development
Commission -Housing Authority of the City of National City, pursuant to the authority conferred
by City of National City Resolution No. on August 20, 2013, and the grantee
consents to recordation thereof by its duly authorized officer.
Community Development Commission -Housing Authority of the City of National City
By: Dated: August , 2013
Leslie Deese, Executive Director
Approved as to Form:
By:
Claudia Gacitua Silva
General Counsel
State of California
County of San Diego
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ACKNOWLEDGMENT
On , 2013, before me, , notary public,
personally appeared , who proved to me on the
basis of satisfactory evidence to be the person whose name is subscribed to the within instrument
and acknowledged to me that he executed the same in his authorized capacity, and that by his
signature on the instrument the person, or the entity on behalf of which the person acted,
executed the instrument.
I certify under penalty of perjury under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Signature (Seal)
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Attachment No. 3
EXHIBIT "A"
The land referred to herein is situated in the State of California, County of San Diego, City of
National City and described as follows:
PARCEL 1:
THAT CERTAIN PARCEL OF LAND SITUATE IN THE CITY OF NATIONAL CITY, COUNTY OF
SAN DIEGO, STATE OF CALIFORNIA, BEING A PORTION OF LOTS 1 TO 10, INCLUSIVE, IN
BLOCK 175 OF NATIONAL CITY ACCORDING TO MAP THEREOF NO, 348 FILED OCTOBER 2,
1882, IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, AND A
PORTION OF THE SOUTHEASTERLY HALF OF THE CLOSED PORTION OF 17TH STREET
ABUTTING UPON SAID LOT 1, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT THE MOST EASTERLY CORNER OF SAID LOT 10 IN BLOCK 175, SAID
CORNER BEING IN THE NORTHWESTERLY LINE OF 18TH STREET AS SHOWN ON SAID
MAP; THENCE SOUTHWESTERLY ALONG THE SOUTHEASTERLY LINE OF SAID LOT 10, A
DISTANCE OF 42.00 FEET TO A LINE PARALLEL WITH AND DISTANT 17.00 FEET
NORTHEASTERLY, MEASURED AT RIGHT ANGLES, FROM THE CENTER LINE OF SAN
DIEGO & ARIZONA EASTERN RAILWAY COMPANY'S MAIN TRACT (SAN DIEGO-SAN
YSIDRO); THENCE NORTHWESTERLY ALONG SAID PARALLEL LINE. 290.00 FEET TO THE
CENTER LINE OF SAID 17TH STREET; THENCE NORTHEASTERLY ALONG SAID CENTER
LINE, 48.00 FEET TO THE NORTHWESTERLY PROLONGATION OF THE NORTHEASTERLY
LINE OF SAID LOT I IN BLOCK 175; THENCE SOUTHEASTERLY ALONG SAID
PROLONGATION AND THE NORTHEASTERLY LINE OF SAID LOTS 1 TO 10, A DISTANCE OF
290.00 FEET TO THE POINT OF BEGINNING.
TOGETHER WITH THAT PORTION OF THE SOUTHWESTERLY 1/2 OF THE ALLEY
ADJOINING SAID LOTS 6 THROUGH 10 ON THE NORTHEAST AS VACATED AND CLOSED
TO PUBLIC USE.
EXCEPT THAT PORTION OF SAID LAND LYING BELOW A DEPTH OF 500.00 FEET,
MEASURED VERTICALLY, FROM THE CONTOUR OF THE SURFACE OF SAID PROPERTY;
HOWEVER, GRANTOR. OR ITS SUCCESSORS AND ASSIGNS, SHALL NOT HAVE THE RIGHT
FOR ANY PURPOSE WHATSOEVER TO ENTER UPON, INTO OR THROUGH THE SURFACE OF
SAID PROPERTY OR ANY PART THEREOF LYING BETWEEN SAID SURFACE AND 500.00
FEET BELOW SAID SURFACE, AS EXCEPTED IN THE DEED RECORDED FEBRUARY 7, 1980.
AS FILE NO. 80-044143.
PARCEL 2:
LOTS 13, 14, 15, 16 AND 17 IN BLOCK 115 OF NATIONAL CITY, IN THE CITY OF NATIONAL
CITY, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF
NO. 348, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY,
OCTOBER 2, 1882.
EXCEPTING FROM SAID LOT 13, THE SOUTHERLY 20 FEET THEREOF, TOGETHER WITH
THAT PORTION OF THE NORTHEASTERLY 1/2 OF THE ALLEY ADJOINING SAID LOTS 14
THROUGH 17 AND THE REMAINDER PORTION OF LOT 13 ON THE SOUTHWEST AS
VACATED AND CLOSED TO PUBLIC USE.
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Attachment No. 3
PARCEL 3:
LOTS 18 AND 19 IN BLOCK 175 OF NATIONAL CITY, IN THE CITY OF NATIONAL CITY,
COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO THE MAP THEREOF NO.
348, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY.
APN: 559-086-13-00, 559-086-12-00, 559-086-05-00, and 559-086-03-00
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