HomeMy WebLinkAbout2014-302 Waiver Agrmt-AMND #2 Promissory Note - Brammo
WAIVER AGREEMENT
PARTIES: BRAMMO, INC ("Brammo")
and
CITY OF ASHLAND, OREGON, a municipal corporation ("City")
~0 / i 0 -t 2
EFFECTIVE DATE: October , 2014
RECITALS
A. Pursuant to the Revised Promissory Note dated July 23, 2013 (hereinafter, "Note"), Brammo was
obligated to make an annual payment of principal and interest to City in the amount of $54,145.86 on
September 1, 2014. Brammo made no payment on September 1, resulting in a default under the Note and
a default under the February 22, 2008 Trust Deed securing the Note (collectively hereinafter, "Default").
B. Brammo paid City $25,000 on October 20, 2014.
C. Officers of Brammo have promised that no later than November 15, 2014, Brammo will pay City
$29,145.86, the entire remainder of the payment that was due on September 1 (hereinafter, "Remainder
Payment").
D. Pursuant to Amendment No. 1 to Revised Promissory Note Dated July 23, 2013 by Brammo, Inc. to
City of Ashland, Oregon (hereinafter, "Amendment No. I"), Brammo will have incurred penalties for late
payment in the amount of $32,308.72 through October 31, 2014 and will incur additional penalties
thereafter at 2% interest per day compounded daily for each day thereafter until the Remainder Payment
is paid in full (collectively hereinafter, "2014 Late Payment Penalties"). If the Remainder Payment is
made on November 15, 2014, the 2014 Late Payment Penalties will amount to $62,210.75, exclusive of
interest.
AGREEMENTS
1. Brammo will pay City the Remainder Payment, totaling $29,145.86, on or before November 15, 2014
to satisfy its 2014 annual installment payment obligation under the Note.
2. On January 15, 2015, Brammo will pay one-tenth (1/10`b) of the total 2014 Late Payment Penalties
accrued between September 1, 2014 and the date the Remainder Payment is paid in full, and Brammo will
pay a like installment on the same day of each successive month thereafter until the 2014 Late Payment
Penalties have been paid in full.
3. Provided Brammo fully complies with Sections 1 and 2 above, City will waive the Default set forth in
Recital A; accept payment of the 2014 Late Payment Penalties in monthly installments as provided in
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Section 2, in lieu of immediate payment in lump sum; and waive interest accruing on the 2014 Late
Payment Penalties.
4. If Brammo fails to pay City any agreed monthly installment on the 2014 Late Payment Penalties by
the 15''' day of each month beginning January 2015 as provided in Section 2 above, Brammo will incur
late payment penalties thereon as set forth in Amendment No. 1.
5. The Parties agree that City's waiver of the Default set forth in Recital A, its forbearance from
acceleration of the balance due under the Note, and its waiver of interest accruing on the 2014 Late
Payment Penalties do not constitute a waiver of the right to declare a default and accelerate the balance
due in the event of any subsequent default.
6. Failure of Brammo to pay City the Remainder Payment on or before November 15, 2014 as provided
in Section I would constitute a subsequent default under the Note and a default under the February 22,
2008 Trust Deed securing the Note
The parties hereto have executed this agreement as of the Effective Date written above.
BRAMMO, INC. CITY OF ASHLAND, OREGON
An Oregon Corporation An Oregon municipal corporation
By.
Craig ramscher David Kanner
Chief Executive Officer City Administrator
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AMENDMENT NO.2
TO REVISED PROMISSORY NOTE DATED JULY 23, 2013
BY BRAMMO, INC., TO CITY OF ASHLAND, OREGON
DATED: This L day of Oar, 2014
MAKER: Brammo Inc. ("Brammo")
PAYEE: City of Ashland, Oregon, a municipal corporation of the State of Oregon ("City")
WHEREAS, Brammo has provided to City a Revised Promissory Note of July 23, 2013
("Note") documenting Brammo's loan repayment obligation to City in the amount of $390,000
together with interest thereon at the rate of 5.00% per annum, and a further obligation to City to
satisfy the terms of a Financial Assistance Award Contract in the amount of $28,100 together
with interest thereon at the rate of 5.00% per annum; and
WHEREAS, Brammo agreed in Amendment No. 1, dated January 31, 2014, to penalties
for any late payment of amounts due and payable to City pursuant to the Note; and
WHEREAS, Brammo wishes to amend the Note to make the annual installment payment
date October 15 of each year, instead of September 1 of each year; and
WHEREAS, Brammo wishes to pay the entire sum, including principal, accrued interest
and penalties, due by October 15 each year by making ten (10) monthly installment payments on
or before the 15th day of each month beginning January 2015.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth
herein and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, it is hereby agreed as follows:
1. For the sum of $1.00, receipt of which is hereby acknowledged, City agrees to amend
Section 1 of the Note to change the annual payment due date from the 1St day of September of
each year to the 15th day of October of each year hereafter until the entire sum, including
principal, accrued interest and penalties, has been paid.
2. Provided the cumulative monthly installment payments made by Brammo by October
15 of each year equal or exceed the entire annual sum due on October 15 of each year, City
agrees to accept monthly installment payments in lieu of one annual payment and to adjust the
annual interest due according to the amount of principal paid ahead in any monthly payments.
Amendment No.2 To Revised Promissory Note
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3. Except as modified by Amendment No. 1 and by this Amendment No. 2, the
Promissory Note of July 23, 2013 is ratified and affirmed by the parties.
PAYEE:
City of Ashland
er, Chief Executive Officer
By:
City Administrator
STATE OF OREGON )
) ss.
County of Jackson )
This instrument was acknowledged before me on KL~ I , 2014, by
V e- &i1 ty' as City Administrator of the City of Ashland, Oregon.
OFFICIAL STAMP
DIANA RENEE SHIPLET
NOTARY PUBLIC-OREGON
COMMISSION NO. 932046 r".Q~ -
MY COMMISSION EXPIRES OCTOBER 02, 2018 Notary Public - State of Oregon
My Commission Expires: Lerggolg
STATE OF OREGON )
) ss.
County of Jackson )
This instrument was acknowledged before me on 2014, by Craig Bramscher
as Chief Executive Officer of Brammo, Inc.
Cc A ~t~ a
NOR
OFFICIAL SEAL Nota Public - State of Oregon
ELIZABETH ANNE HAINES
NOTARY PUBLIC - OREGON My Commission Expires:g
COMMISSION NO. 480934
MY COMMISSION EXPIRES SEPTEMBER 25, 2017
Amendment No.2 To Revised Promissory Note
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