HomeMy Public PortalAboutLoan AgreementMcCALL
CITY ATTORNEY
Edward G. Burton, Esq.
FACSIMILE LETTER
To: Greg Pittenger Via fax #: 634-4516
Date: March 10, 1997
Re: Carey/Loan Agreement and Release
of Escrow Agreement
This facsimile Letter consists of this page and _3_ additional page(s). If you experience any
difficulty in receiving this transmission, please call (208) 634-7142, and ask for me.
HARD COPY WILL = _WILL NOT -X_ FOLLOW
Greg,
Please Note: This letter is confidential and privileged. If the reader of this letter is not the
addressee, you are notified that any dissemination, distribution or copy of this letter is strictly
prohibited. If you have received this facsimile letter by mistake, please let us know immediately
by phone, and then mail the original letter to us at the below address. Thank you!
This is the same Agreement as faxed earlier today, only with numbers included.
216 East Park Street • P.O. Box 986 • McCall, Idaho 83638-0986 • Tel.: (208) 634-7142 • Fax: (208) 634-3038
E.mail Internet city.attorney@mccall.id.us
LOAN AGREEMENT
This Agreement is made November , 1995, by and between the Urban
Renewal Agency for McCall ("URA"), an Idaho municipal corporation, and McCall Gas
Station, Inc., an Idaho business corporation ("MGSI"), for and in consideration of the
mutual promises herein contained.
Recitals
1. MGSI and the City of McCall are parties to a Memorandum of Understanding of
January, 1996, which furnishes consideration beyond the mutual understandings
herein. The obligation of the City under such Memorandum of Understanding
with respect to the construction of a road have been assumed by the URA.
2. The current financial forecast for the URA does not provide the necessary backing
for a bond issue which would assure the construction of the entire Boulevard
project envisioned by the Memorandum of Understanding. The URA therefore
expects to undertake the Project in phases. The completion of the first phase will
not assure paving, and will not provide off -site parking construction.
3. MGSI recognizes that the Boulevard project will be of considerable benefit to
MGSI, and in anxious to do its part to assist in bringing the project to a successful
conclusion. MGSI acknowledges it has an obligation to construct certain
commercial space, and URA acknowledges partial completion of such obligation
by MGSI.
Agreements
4. MGSI will advance to the URA the sum of $157,500.
5. Such sum shall be evidenced by a promissory note in such amount, to be secured
by a deed of trust on the so-called Condemnation Parcel identified in such
Memorandum of Understanding.
6. This loan transaction shall be closed through Mountain Title and Escrow, and
payments made through an Escrow at Mountain Title and Escrow. Such note shall
call for the following payments to Mountain Title for the benefit of MGSI on or
before the following dates:
$200 on or before December 31, 1997.
$200 on or before December 31, 1998
$200 on or before December 31, 1999
$156,900 on or before December 31, 2000
If URA makes all such payments, the deed of trust property shall be reconveyed
by Mountain Title to the URA.
7. Such payments shall be considered without interest. In no event shall URA be
obliged to make payments in excess of the $157,500 set out in paragraph 6 above.
Should interest be imputed by any authority with respect to these payments, that
event shall be at the risk of MGSI.
8. However, promptly and periodically after the establishment of this Escrow the
parties shall in good faith renegotiate the amount of such payments in the light of
such good faith performance of the Memorandum of Understanding and good faith
in dealings on the part of URA and/or the City of McCall as will lead to donative
Dated:
intent and periodic reductions in the payments then not yet made. Mere
disagreement does not destroy "good faith." Abuse of a position of power does
destroy "good faith."
The Urban Renewal Agency for the
City of McCall McCall Gas Station, Inc.,
by: by:
Lance Eckhardt, Chairman D. John Carey, Pres.
Urban Renewal Agency Board
of Commissioners
Attest: by:
, Sec.
Gary P. Shimun, Executive Director
and Secretary
RELEASE OF ESCROW AGREEMENT
This Agreement is made March , 1997, by and between the City of McCall
("City"), an Idaho municipal corporation, and McCa11 Gas Station, Inc., an Idaho business
corporation ("MGSI"), for and in consideration of the mutual promises herein contained.
Recitals
1. City and MGSI entered into an Escrow Agreement in January, 1996 which
provided that certain property behind City Hall would be forfeited to MGSI if City
failed to make certain payments on certain dates, and that MGSI would consider
forgiveness of all or some of such sum from time to time if City in good faith
implemented its part of a Memorandum of Understanding of even date with the
Escrow Agreement.
2. Such sum is still owing. If City wishes to keep the property, that sum, unless
forgiven, needs to be paid to MGSI. However, the City cannot make a specific
promise to pay.
3. In the meantime, City has been awarded a grant for the purpose of acquiring title to
that same property, which grant came as a surprise, for it was made out of
unexpected leftover funds from a past grant cycle during which cycle City's
application for the grant had not been approved.
Agreements
4. City will pay Mountain Title & Escrow, Main Street, Cascade, Idaho ("Mountain
Title") for the account of MGSI in anticipation of such grant the sum of $157,500
and apply for transfer of the grant funds to reimburse the City, all in accord with the
grant requirements.
5. MGSI authorizes Mountain Title to release the contents of the escrow to City upon
receipt of such funds, and upon such release shall disburse such funds to MGSI.
6. Such grant amount is $42,500 less than the $200,000 which City was supposed to
pay to MGSI under the Escrow Agreement in order to retain the property. However,
MGSI acknowledges that City has to date made good faith performance of the
Memorandum of Understanding and has otherwise acted in good faith toward MGSI,
for examples the vacation of an alley, the intervention with the Idaho Transportation
Department respecting a roof overhang, the judicial confirmation of certain bonds,
and the preparations for road construction. Therefore, MGSI donates the difference
between the grant amount and the amounts received through escrow with Mountain
Title, as provided in the Escrow Agreement.
Dated:
City of McCall McCall Gas Station, Inc.,
by:
William M. Killen, Mayor
Attest:
by:
D. John Carey, Pres.
by:
James H. Henderson, Clerk
Secretary