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HomeMy WebLinkAboutDowntown Pasco Development Authority Promissory NoteINTERAGENCY LOAN Promissory Note Loan Amount: $10,000.00 Pasco, Washington December 30, 2015 This Promissory Note ("Note") is made by the DOWNTOWN PASCO DEVELOPMENT AUTHORITY (Debtor), in consideration of an interagency loan of the CITY OF PASCO, WASHINGTON. ("Creditor") Debtor promise to pay to the order of Creditor, at such places and times, and under the terms and conditions set forth below, the amounts set forth below. 1. Principal Amount. The principal amount of the debt hereunder is Ten Thousand Dollars ($10,000.00), which amount shall be payable in full on any future date on which the Lender demands repayments subject to the terms and conditions set forth herein. 2. Interest. The interest rate on said debt shall be one percent (1%) per annum; however, in the event of a default, interest shall be payable at the rate of twelve percent (12%) as required by RCW 39.76.011. 3. Collection Costs Borne by Debtors. Debtors agree to pay all costs and expenses, including without limitation, reasonable attorneys' fees incurred by Creditor in any action brought to enforce the terms of this Note and/or to collect this Note, and in any appeal thereof, pursuant to RCW 39.76.040. 4. Late Charge. If payment of principal under this Note shall not be made within ten (10) days from the date due, Debtors agree to pay, in addition to the unpaid principal, interest on such defaulted amount from the date due, up to the date of actual payment (after as well as before judgment) at a rate of twelve percent (121/6) per annum or the maximum rate of interest permitted to be charged by applicable law, whichever is greater. 5. Governing Law. This Note shall be governed by and construed and interpreted in accordance with the laws of the State of Washington, without regard to that State's conflict of laws principles. All disputes between the parties hereto, whether sounding in contract, tort, equity or otherwise, shall be resolved only by state and federal courts located in Franklin County, Washington, and the courts to which an appeal therefrom may be taken. All parties hereto waive any objections to the location of the above referenced courts, including but not limited to any objection based on lack of jurisdiction, improper venue or forum non-conveniens. Notwithstanding the foregoing, any party obtaining any order or judgment in any of the above referenced courts may bring an action in a court in another jurisdiction in order to enforce such order or judgment. 6. Restriction on Assignment. This Note shall be binding upon Debtors and may not be assigned, transferred, or conveyed by Debtors without the prior written consent of the Creditors. Debtors shall not sell, convey, or transfer their interest in the membership units of the Company, or the real property of the Company without the prior written consent of the Creditors, Promissory Note Page 1 lido and any attempt to do so, without the written consent of the Creditors, the option to declare any indebtedness or obligations hereunder, irrespective of the maturity dates specified herein, as immediately due and payable. Nothing herein shall prevent the assignment, or negotiation of this Note by Creditors. Nothing in this Note, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Note, except as expressly provided herein. 7. Severability. If any part of this Note is determined to be illegal or unenforceable, all other parts shall remain in full force and effect. 8. Miscellaneous. (a) No delay or omission on the part of Creditor in exercising any right under this Note shall operate as a waiver of such right or of any other right under this Note. (b) Debtors hereby waive presentation for payment, demand, notice of demand and of dishonor and non-payment of this Note, protest and notice of protest, diligence in collecting, and the bringing of suit against any other party. The pleading of any statute of limitations as a defense to any demand against the Debtors, any endorsers, guarantors and sureties of this Note is expressly waived by each and all of such parties to the extent permitted by law. Time is of the essence under this Note. (c) Any payment hereunder shall first be applied to any collections costs, then against accrued and unpaid interest hereunder and then against the outstanding principal balance of this Note. (d) Creditor shall have the right to negotiate, assign, convey or transfer this Note or any of his rights or obligations hereunder at any time at their sole discretion. Debtors shall have no right to assign, convey or transfer this Note or any of its rights or obligations hereunder, whether through a merger, sale of stock, by operation of law or otherwise, without first obtaining the written consent of Creditor, which consent may be withheld at Creditor's sole discretion. ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT, OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW. IN WITNESS WHEREOF, the Debtor has caused this Note to be signed on the day and year first above written. PASCO DOWNTOWN DEVELOPMENT AUTHORITY Michael Miller, Chairman Board of Directors of the Pasco Downtown Development Authority Promissory Note Page 2