HomeMy WebLinkAbout06/09/06 PROMISSORY NOTE WITH CURT OLSONPROMISSORY NOTE
Santa Ana,California
$860,000.00
Curt Olson
The Grand Plan 2 LLC to NDC Skyline Associates LLC
Nexus Development
MacArthur Place South development
FAR VALUE REC~~~~~], the undersigned, CLTRT~S ~LS~~ ~"orrawer"~, promises to pay
to the City of Santa Ana Camn~unity Redevelopment Agency, a public body corporate and
politic, ~"Agency"}, or order, at 2a Civic Center Playa, Santa Ana, California, 9~7D ~ , or such
other location as the holder hereof may designate, the Burn of S~a,aaa,0a, plus interest at the
rate of 3.5~$°Io por annum from. and after June l 20a6 until paid, pursuant to the terms of
that certain Restated and Amended ~bllga~t~on agreement entered rnto by and between .e > .
~arrawer and Agency dated June ~7, ~aaG the "Agreement"~. All capitalised terms not defined
herein shall have the meaning set Earth in the Agreement.
l . Repayment ~b1i a
_t~on. ~`he a~n~aunt ~a,aa~,aa ~~u ~ntere~t hail be ~~e not later
than twelve ~~Z} month aver the safe of the last unit of the Labe Towers Project or six
years from June l ~Oa~, whichever corner first the "Term, or upon the gale, refinancing, or
transfer ofthe Property to a ~d-party as set forth hereinbelaw.
Acceleration by Reason of T`ransfe~. ~a} In artier to induce Agency to undertal~e the 4
obligation evidenced hereby, borrower agrees that in the event of any transfer of the Prape~y
without the prior written consent of Agency, Agency shall have the absolute right at its option, k
without prior demand or notice, to declare ail sums secured hereby immediately due and payable.
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Consent to one such transaction shall not be deemed to be a waiver of the right to require consent to >
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fate or successive transactions, Agency may grant or deny such consent . its sale discretion and,
if consent should be given, any such transfer shall be subject to this Section and any such
transferee shall assume ali obligations hereunder and agree to be bound by all provisions contained ~ .
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herein. S~.ch assumpt~an shall not, however;--re~ea:se-~o~ower . orn-..any-- ~ia ~ .~t~..ereun ~er-.~r~ .out-.-........---.......-.----..._
the prior written consent of City.
} A used herein, „transfer" includes the sale, agreement to sell, transfer or conveya~.ce of
the Property, or any interest therein, whether voluntary, involuntary, by operation of law ar
otherwise, the execution of any install~uent land sale contract or similar instrarne~.t affecting all of
the Property, ar the lease of all or substantially all of the Property.
~c} As used. herein, "transfer" shall not include the sale of a candon~inium unit, ar the
agreement to sell, transfer or conveyance of the Property, ar any interest therein to any company or
corporation ar partnership or entity awned and controlled by borrower,
Lawful bane .Principal and interest are payable in lawful money of the United States of
America.
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4. The Borrower awes presentment fay payment, demand, protest, and notice of
di~her~or and of protest; the benefit of ail aivable e~en~pt~ons~ and all defenses and pleas
on the ground of any extension or extensions of the tune of payment or of any due date
under this Note, whole ar in part, whether before or after ~natur~ity ar~d or without
notice. The orro~rer hereby agrees to pay costs and expenses, inciudin resor~abie
attorney's fees, which may be incurred by the holder hereof the enforcement of this Note.
5. The Boxro~ver shall have the rift to prepay without penalty the obli anon evidenced
by this Note or any part thereof.
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~LYATI~~ AlE~NT
This A~IFNT is enured rota this ~ day of ~une~ ~aa~ between the or.~rnuni -
Redeve~op.ent Ageney of the pity of Santa Ana, a pubic body, corporate and o~itic
. thereinafter "Agency"~, and tis . ~~son, an individual ~"~~son"},
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Skyline Associates, ~eaare Iirnited liabi~ty earn an is the
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owner and developer afPhase I ofthe o .h-rise luxury eondon3inium towers ~n
MacArthur Pace the "Lake Towers PrQject~'~, vacated gener~y on the east side of
Mutton centre I~ve between MacArthur au~evard and Sandpointe .venue ~ the i
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_ of Santa Ana ~.ereinafter "the Property"}. -
ND ~ singe member ~in~ited liability company ov~ned ~ aa~/~ h P~ As~aciate~,
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LLB, a De~aare limited liability company, which is a singe rrieber ~i,n~.ted liability .
company awned ~ aaa~~ by P2 Assvc~atcs Ha~dings, LLB, a De~arare ~irnited
~iabi~ity eon~pany af~rhioh ~~son omens a ~~.75°I~ interest.
. The Agency is ~ redevelopment agency organised under a~ifornia ~e.th Safety .
bode section 3aaa seq. chose purpose is to elin~nate blight, ~ _
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The Lake Tov~ers Project is looate athir~ a portion ofthe Agency's merged pro~e~t
area for~ner~y known as the South Main Pra~ect Area. The Agency retains the pov~er
to incur debt this Area.
~~son his represented to Agency that he has assumed a portion of Pest Fee .
Obligation has herein def~ned~ ofND.
F. rn. order to assist the rede~re~opment of the Property and the resu~ti~g elimination of
blight, the Agency has agreed to undertake the abliatian of ND to a certain
building permit, mechanical ermit and lun~bin errnit fees to the ~i of Santa
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Ana in connection-.th the Lake Tourers Project tthe "Permit Fee Obli atian" , u an .
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the terms and condions set forth herein, praded that Olson agrees to reimburse the
Agency far the Permit Fee obligation plus interest thereon until paid fall.. -
'~I3E~F~~, for goad rid valuable consideration the parties agree as ~'ollav~s:
~ . A enc Obli at~an. Agency shall undertake the Perna Fee ~bligat~on as of
Olson's execution o the Promissory Note attached hereto a. exhibit ~ and
incorporated herein by this reference.
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~lsan Obligation. Olson shall repay Agency pursuant to the Prornissa Nate the _
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amount of $~~a,a~a which amount includes interest at the rate of .~GS~/o per
ar~nuna from the date Qf the Promissory Note to the third a~nivers of the date of
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the Promissory Nate, ar~d thereaer the ~ of ~~~,~OD shall hear interest at the
rate of3.S~~°~~ per annn until paid. The S~,a~a plus additional interest if
any} sha11 he due not later than helve ~ 12~ rr~onths aver sate of the last unit of the
l~a~e Tov~ers Pray ect or six years from the date ~.tten above whichever ,
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comes first the "term"~, or payable upon the sale, refinancing, or transfer of the
Property to athird-party as set forth hereinbeloi
due an dale Transfer ehnancin Termination of ~ccu anc ar Pro am or _
default, ~a~ lri order to induce Agency to undertake the ahli anon evidenced
hereby, Icon a s that in the event of an transfer of the Pro v~ithout the
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p~.ar ~ritte~ consent of A. env , A env shall have the absolute ri tat its o tion
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without prior demand ar notice, to declare a~. sums secured hereby 1~1~1ediately due
and payable, consent to one such transaction shall not be deemed to he a waiver of
the right to require vaent to future or successive transactions, ~ env Ana ant or
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deny such consent in its sole discretion and, if consent should he 'ven, an ~ such
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transfer shall be subject to this ecdan 4, and any such transferee shall assume all
obligations hereunder and agree to be bound by all roviians contained here.. ,
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such assumption shall not, however, .release ~lsan from any lability thereunder
without the prior ~tt~:nn consent of pity.
} As used herein, ~'transfer'~ includes the sale, agreement to sell, transfer or
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conveyance of the Prapert~r, or any interest therein, whether voluntary, ~n~oluntary,
by operation of lair or atherise, the ecution of an installment laud sale contract
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or similar insfruxnent affecting Ali of the Property, or the lease of all or shstantially
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all ofthe Property.
~c~ As used herein, `transfer" shah not include the sale of a candominiu~n unit, or {
the agreement to Deli, transfer or conveyance of the Property, or any interest therein
to any company or corporation or partnership or entity owned and contrvl~ed by
Olson.
4~ Non-Waiver. Failure to exercise any right any part hereto n~a have or be
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entitled to, in the event of a default hereunder, shall not constitute a v~aiver of
such right ar of any other right in the event of a subs cent default.
5, ~]efaults. Failure or delay by either part~r to perform y terra ar ravisivn of this -
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~greem.ent which is not cured within thirty ~ ~ da s after revel t of notice from
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the other party constitutes a default under this 1~green~ent; rovided, ho~rever if
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such default is of a nature requiring more than. ~ days to cure, the defaultin
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party shall avoid default by commencing to cure within such thi 3~ da
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period and therea.~er diligently pursuing such cure to cony letion. The art mho
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so fans or delays must immediately cure, correct; or reined with dill cave, The
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inured party shall give written notice of default to the art default eci '
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the default complained ofby the znjured . Exc t as re aired to rated
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against further damages, the inured ma not institute roceed.in s a ainst
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the party in default until thirty ~ days after giving such native. Failure or dela
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~~~gr~atures ca~t~~.ued Born pr~~r p~~
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Santa Aga, a~~forn~a
~,~aa.a~ dune 2~~~ -
~R vA~,~JE REC~vE~, the undersigned, CURTI R. ~L~N ~"arro~rer"}, promises to
to the City of Santa Ana Conunity edevelopn~cnt Agency, a public hod co orate ,
politic, ~"Agency"}, or order, at ~a Civic Center Plaza Santa Ana, California, ar such
other location as the balder hereof nay designate, the sun of $S~O,~o~ v~hich amount includes
Merest at the rate of 3.~ ~S °/a per- annum franc the datehereof through the third annivers date
of e date hereof, plus interest ~ at the rats of 3 ~S~~I~ per annum fr~n~ and a~#er the th~r~
anniversary date hereof til paid pursuant to the terns of that certain obligation Agreement
entered into by and between the ~3orro~er and Agency dated June D~~- the "Agree~ne~t"}.
All capitalized teams not defined herein shall have the meaning set forth . the Agree.ent.
ayent b~~a;or~. ~'he amount S~~~Oa~ ~~us ~~.tex~st ~~f an ha~~ ~e due not
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dater than, t~ve~ve ~2 months aver ~ sale of the fast unit of the ~a~e '~o~rers Pra*eet or six
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years firam the date mitten above, whichever comes firrst the "Term}, or upon the safe,
ref~nanc~.g, or tnansfer ofthe Property to ~ th~~r~-party a set forth here~nbe~a -
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Z. ~cc~~eration by season of, Transfer. ~a} In order to induce Agency to undertake the
obligation evidenced hereby, arroer agrees that the event of any transfer of the Pro -
without the prior v~ritten consent of Agency, Agency shall have the absolute right at its option, _
ithont prior demand ar notice, to declare all sums secured hereby inv~editcly due and payable.
Consent to one such, transaction shall not be dcerned to ~e a giver of the righ# to require consent to
future or sr~ccessive ~ansactions. Agency may grant or deny such caent its sale discretion aid,
if consent should be given., any such transfer shall be subject to this section and any such
- transferee sha~~ assume all obligations hereunder ar~d agree to be hound by all provzsious co~itair~ed _
herein. such assu~npt~on shad not, however, release borrower from. any ~abil~ty thereunder without
the prior written consent of City...
~ As used herein, "tzansfer'~ ~.clude the s.e, agreement to sell, transfer or conveyance of _
the Property, or guy interest therein, whether voluntary, ~.valuntary, by operatia~ al' haw ar
otherve, the execution of guy ~nsta~hnent land sale contract or sin~i~ar instr~n.ent affecting alb of _ .
the Property, or the lease of all or substan~.ally all ofthe property. .
~c~ A~ used herein, "transfer" shall not i~cl~de the sale of a cor~on~~niurn unit, ar the
agreement to sell, transfer ar conveyance of the Property, or at~y interest therein to any company or
corporation or partnership or en~.ty owned anal controlled by Borrower.
4. Laf,il ones. Principal and Merest are payable in lawful money of the united Mates of
America,
Exhibit ~
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The Borrower wives reent~nnt far a ent dema~~. rotest and notices
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d~honar and of pretest; the benefits of ~ wat~r~le e~en~ t~ons• and defe~~es and leas
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on ground of and extens~~n or e~tensio~ of the time of ent ar of n die date
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ender this dote, ~n whole or ~ art, whether before or after rnatarl and ~ ox w~tho~t
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not~c~ The Borrower hereb a ees to a alb casts and e~ erases ~nclud reaonab~~
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attorney's fees, which n~a~ be ~neurred b e holder hereof ~n the e~force.ent of this Dote.
The Borrower shall ha~re e ~ t to ~ a w~thaut e~al the ably anon ev~dence~
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b~ thls dote or any dart thexeaf.
"Borrower"
~,xhi~it~ no~o~ s~~a~~re~
~s Olson
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Exhib~tl
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AND~D AND ~BLIA.~'~~N ARE~NINT
This amended and restated abligation agreement ~".Agree~nent'~} is entered iota this 27th
dad of dune, 20a between the ammunxt~ edeveloprnent Aenc of the i of Santa Ana a _
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. public body, carporate and politic ~"Agency"}, and Curtis Olsan, an individual "Olson" .
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l~E~TAL
A. ND Skyline Assaciates~ LLB, a Delaware lir.~ted liability con~pan~ ~"D~" is the
owner and developer of Phase I of the two ~2} high-rise lug candarniniun~, towers
1V1acArthur Puce the "Lake Towers Praject", located generall an the east side of
button centre Drive between MacArthur olevard and andpointe Avenue in the r
of Santa Ana ~hereinat~er "the Property"}
B, ~ is a single ~nernber limited liahilit~ co~npan~ awned ~ 0D°I~ by OP2 Associates
LLB, a Delaware lln~ted l~ab~llt~ can~pany, which is a single member limited liabili
company ow~.ed 100°I~ by OP2 Associates Holdings, LLB, a Delaware Iin~ited
liability campan~ afwhich Olson awns a .75°/~ interest.
. The Agency is a rede~elapment agency argani~ed under alifarnia Health safe
fade section ~~aaa e~ whose paxpase is to eliminate bli t, _
The Lake Towers Project is located within a pardon of the . enc 's n~er ed ra'ect
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area formerly known, as the oath a1n. Pro
j ect Area. The Agency retains the power
to incur debt in this Area.
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Olson has represented to Agency that he has assumed a portion of Permit Fee
Obligation has herein de~ned~ ofND, totaling a,0aa.a~.
F. In order to assist the redevelopment of the Properly and the resulting elin~inatian of
blight, the Agency has agreed to undertake the obligation afND to ay certain f
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bu~ldmg permit, znechan~cal permit and plumbing permit ~`ees to the pity of Santa
Ana in connection with the Lake Towers Praject the "Permit Fee Obli anon" non
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the terns and conditions set Earth herein, provided that Olson agrees to reimburse the
Agenc~r far the Permit Fee Obligation plus interest thereon until paid ~n full..
. Agency and Olson have agreed. to replace, amend and restate that certain ari 'nal _
Obligation Agreement dated .dune l , 2U0~ ~"Original Agreement"~, to clan the
principle amount o~ the Permit Fee Obligation, and the date on which interest an the
principle amount begins to accrue.
~ T~REFO~x for goad and valuable consideration the a.ies a ee as fa~aws:
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1. ~e~acy Obliat~a~. Agency shall undertake the Permit Fee Obli ation as of
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. Olson's execution of the Pra~nissory dote attached. hereto as Exhibit 1 and
incorporated herd, by this reference.
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against finer damages, the inured party may not institute proceedings against
the P~ in default until thirty ~3 a~ days a.tt'ter giving such notice. Failure or delay
in giving such notice shall not constitute a waiver of any default nor shall it
_ change the time of default.
~io~erning Lave. This agreement shall be ga~eed b~ the lames of the Mate of
California. Any legal action brought under this Agreement must be insti.ted in
the Superior court of the bounty of grange, State of California.
endment of Ag_re~~ent. No modificationx rescission, ~raiver, release or
amend~.ent of any provisions of this agreement shall be made except by written
agreement executed by the parties hereto.
S. A._ gency l~Iay Assign. Agency 1nay, at its option, assign. its right to receive
repayment ~rithout obtaining the consent of Olson,
9. asignYnent Prohibited. In no event shall Olson assign 4r transfer any portion of
this Agreement without the prior express written consent ofAency's Executive
Director, v~hich consent may be given or v~ithheld in Agency's sale and absolute
discretion. No assumption of the Agency ~bligatian shall be permitted at any
tune. This section shall not prohibit Agency's right to assi all or an ortion of
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its rights to the proceeds of the dote hereunder.
1 a. Entire A cement. This Agreement constitutes the entire understar~dix~ and
agreement ofthe parties. This Agreement integrates all ofthe terms and
conditions mentioned herein or incidental thereto, and supersedes all prior
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negotiations, discussions and previous agreements between concerning all or any
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part ofthe subject matter ofthis Agreement,
l 1. Effect of Restated anal Amended Aree~nen, The Agency and Olson a ee and
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acoledge that the original Agreement, ~rhich dais Agreement amends and
restates, is and shall be null and void for any and all purpose, a~,d that Agency,
upon receipt of the Proanissory dote, shad void that certain, Promissory dote
executed by ~~son. dated June 16, off, and return said Promissory dote to him.
aTT~`; I~~14~1~IU~IT R~IIE'~~I~~P~~T _ .
ANC OF TAE
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CITE ATA A~~,;
PATRIO~A . MEALY' STEP E DI.NC
Secretary Executive Director
~s~gnatures continued on next page
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4, T'he ~arrawe~ ~.~~es presentment fog a ent demand Latest and nat~ces of
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dishano~ .nd of pratest; the henef~ts of aI ~vah~e exem teas ~ and ail defenses and I
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an the raund of ar~~ extension o~ e~tens~a~s of the thne of a ent a~ of an due date
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under this in whale o~ in part, hethe~ hefare aver matu and nth itheut
a.a~ee, The arro~er hereby agrees to pad alI casts and e~ enes h~.clud~n reasonable
attarne~~s fees, v~hlch ~ he ~neur~red by the balder hereof in the enforcement of this date.
The ~a~rov~er shah have the ~ t to re ~ ~vitha~t enal the abll atian e~vldenced
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h th~.s date ar any thereof.
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~ur€is ~1son
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