06. Resolution 5364 - CDBG Loan - AGAPE Home Care201 1st Avenue East
Kalispell, MT 59901
406.758.7740
Fax: 406.758.7758
City of Kalispell • www.kalispell.com
Office of Community & Economic Development
Memorandum
To: Honorable Mayor Kennedy, Kalispell City Council Members
Cc: Interim City Manager Myrt Webb, Finance Director Amy Roberston
From: Kellie Danielson, Director, Community & Economic Development
Date: April 27, 2009
RE: Approve a Community Development loan
Background
The Community Development Department made a loan in 2001 from the City's Community
Development revolving loan program to Northwest Montana United Way (UW) to fund the real
estate purchase that serves as an office for UW on 40 Appleway Drive. United Way desires to
relocate their office to the Gateway Community Center. AGAPE' Home Care, Inc. has applied for
a loan to the Community Development Department (CDD) to assist in the purchase the UW
office property on Appleway. AGAPE' Home Care is a for -profit business providing home health
care services and an adult day care services. United Way will pay-off the balance of the CDD
loan on May 5th, 2009.
The purpose of the loan to AGAPE is to provide a service that is in demand in the marketplace; to
benefit low -to -moderate income citizens with home health and daily adult day-care services; and
bring the Appleway office property on the City's tax rolls. The business will create 3 net, new
full-time jobs and borrow $42,500 from the Community Development loan fund. The primary
lender for the borrower is Glacier Bank. The CDD has agreed to take a second position on
collateral to Glacier Bank. The City loan review committee and staff have performed all due
diligence and recommend the loan made. The loan agreement is attached should Council desire
to review the terms and conditions. The closing date for the loan is scheduled for May 5th, 2009.
Action Recommended
Request Council approve the loan of $42,500 to AGAPE Home Care to purchase the office
building at 40 Appleway Drive. The Community Development funds need to be lent out to
appropriate and qualified business to grow the revolving loan fund and provide some revenue to
the Community Development Department.
Kellie Nnielson, Community Development MyAWebb, Interim City Manager
DWANdy 101i I� •. i r
WHEREAS, the City of Kalispell maintains a revolving loan fund through its Department of
Community Development to be used to provide low interest loans to entities that give
services or other development that benefit the Kalispell community, and
WHEREAS, in 2001 the City of Kalispell provided such revolving loan funds to the Northwest
Montana United Way for the purchase of property on 40 Appleway Drive in
Kalispell, Montana to be used by that organization as its office space, and
WHEREAS, the Northwest Montana United Way is now moving its offices to another location,
paying off its loan to the City and transferring the property at 40 Appleway Drive to
AGAPE Home Care, a company providing home health care and daily adult day-care
services to benefit low -to -moderate income citizens in the Kalispell area, and
WHEREAS, AGAPE Home Care applied to the City of Kalispell for gap financing in the amount
of $42,500 for the purchase of the 40 Appleway Drive property, and
WHEREAS, the Kalispell City Council finds that such loan in the amount of $42,500 meets the
purposes of the revolving loan fund and will be in the best interests of the citizens of
Kalispell and the community at large.
NOW, THEREFORE,RESOLVED BY THE CITY COUNCILOF OF
KALISPELL, AS • •
SECTION I. That a loan from the City of Kalispell Community Development revolving
loan fund in the amount of $42,500 to AGAPE Home Care for the financing
of the property purchase at 40 Appleway Drive, Kalispell, Montana is hereby
approved and the City Manager is authorized to execute the necessary loan
documents of behalf of the City to complete the transaction.
PASSED AND APPROVED BY THE CITY COUNCIL AND SIGNED BY THE MAYOR OF THE
CITY OF KALISPELL, THIS 4TH DAY OF MAY, 2009.
ATTEST:
Theresa White
City Clerk
Pamela B. Kennedy
Mayor
LOAN AGREEMENT
THIS AGREEMENT made this 5th day of May, 2009 between, Agape Home Care, Inc., a
Montana Corporation, (the "BORROWER"), and the City of Kalispell, (the "LENDER") having
its principal office at, 201 lst Avenue East, Kalispell, Montana.
WITNESSETH
In consideration of the mutual covenants and agreements contained herein, the parties
agree as follows:
1. PURPOSE AND AMOUNT OF LOAN. LENDER agrg to lend to BORROWER,
and the BORROWER hereby agrees to borrow from DER and repay to
LENDER or its assigns the principal sum of Fey-T� r housand Five Hundred
dollars and 00/ 100 ($42,500.00) hereinafter caked the�._for the purpose of
providing low -to -moderate income citizens Width hecess to `may _adult day care
and home health care services and to enable the BORROWED too acquire real
property from a not -for -profit entity O "return the property to the ztv tax rolls
(known as the "PROJECT"). F'
2. INTEREST, PAYMENT DATES. Interest df 6an to be made hereunder shall
bear interest at the rate of 6% per annum od.1he principal received from the date
received. Payment to be liagde in installments a follows:
Equal monthly installments h*j* of PRINCIPALAND INTEREST, each
installment to be in the amo�t 5 4 commencing June 5th, 2009 and
continuing on the same day of ach Dept tenth until May 5th, 2024,
when the entire -balance of pry snd allaz ied interest shall be due and
payable. ,The aforesaid monthlyyments shall be applied first to interest at the
rate specified on �unpaid prino al amount of this loan, accrued to date of
receiptf said payrt, and the balance of each monthly payment, if any, shall
be applied on account of principal
3. TERlfrrl AND PRhPAYMENT. T1te dorm of the loan shall be 15 years. The loan is
su leot =prepayMept at the option of the BORROWER upon the giving of three
weeks `hi�to the MNDER. (A prepayment is any payment made ahead of
schedule tAjW�pxceed 6kc Ay percent (20%) of the then outstanding balance. If
BOIROWE_iakes a prepayment and fails to give at least three weeks notice of
its intent to p�pay, BORROWER shall be required to pay LENDER three weeks
�rest on prid principal as of the date of such prepayment.)
4. APP12CATIOI~+ OF PAYMENTS. All payments shall be applied first to the
paymon of �hterest accrued to the date of receipt thereof, and the balance, if
any, to tie reduction of principal and any balance thereafter, to the late fee.
5. THE NOTE. The loan to be made hereunder shall be evidenced by a note in the
form of that attached hereto as Exhibit A (the "NOTE") and shall be executed by
the BORROWER and personally guaranteed by the following: Kevin Lake and
Inga Lake (the "Guarantors)".
6. RIGHTS AND OBLIGATION. LENDER, and BORROWER, hereby expressly
reserve all right to amend by written agreement any provision of this Agreement,
to consent to or waive any departure from the provisions of this Agreement, to
amend to consent to or waive departure from the provision of the Note, and to
release or otherwise deal with any collateral security for payment of the Note.
BORROWER further agrees to repay, on time, all principal and interest and
other charges on loans made by LENDER, it assigns, or other lending
institutions relating to the financing of the PROJECT.
7. CONDITIONS OF CLOSING. The obligation of LENDER _fin; make the loan as
provided in this Agreement is subject to the receipt by NI ER from
BORROWER of the Note in compliance with the ter M-8 hereof and, in LENDER'S
sole discretion, to the following additional conditions precedent:
a. The truth and accuracy, as of the closing date, ofAILTepresentations and
warranties made herein by BORROWER &id the receipt, by LENDER of
such documents, certificates officers of BORROWEF� �d such other
evidence, as LENDER shall h0ke requested respecting the meeting of
these conditions.
b. The entry by the Guarantor(s) into mk�reement with LENDER, dated as
of the closing date, pursuant to while Guarantor(s) guarantee the
prompt and punctitaL payment when dtMbf the principal of the interest
on the Note, and ar otloz amounts that y be;,or become due from
BORROWER to LENDER rle,-or pursuant flze terms of this
Agreement and Note. .
C. The je;qplpt by LENDER frer� 'BORROMM of copies of all documents in
cohe�,pith this Agrement and the transactions contemplated
Hereby, or respecting the business and affairs of BORROWER, that
EIDER or counsel may reasonably have requested, satisfactory in
fohn and stibistance to LENEPK and its counsel and certified, when
apprgp pt r-o r.corpor to officers and governmental authorities.
a. BORROWER ages that it will apply the funds received by it under this
Agreement in accordance with the use of loan proceeds specified in the
loan request as approved by the LENDER and described in Section 1
above.
b. OROWER agrees to provide additional equity funds to cover PROJECT
cis incurred as a result of overruns or unanticipated expenses in
-financing the PROJECT.
9. DISBURSEMENT OF LOAN. Funds will be disbursed to the BORROWER
at closing.
10. SECURITY
a. BORROWER shall execute and deliver to LENDER at the closing of the
Loan a security agreement (the "Security Agreement") and financing
statements (the "Financing Statements") giving LENDER security in all of
the items (hereinafter the "Collateral') listed in Exhibit B, attached hereto
and hereby made a party hereof, to secure payment of the principal of the
Note, the interest thereon, and any other sums payable by BORROWER
hereunder.
b. (i) BORROWER represents that as of jh&losing date the City of
Kalispell will have a second lien ad�rity interest in all of the
Collateral evidenced on Exhibit 1 and lbit C, subject only to a
first lien against the collateral in favor of �er Bank which
secures a loan in the origWA r ipal amdt� of $124, 600.00.
BORROWER represents #fiat BORROWER shall &t receive any
future advances on tWoan from Glacier Bank�t the prior
written consent of.the pity of Kalispell.
(ii) The Montana Trust Indentr,`ecurity Agreement, Financing
Statements and Note shall be_i form satisfactory to LENDER and
shall provb#i Among other thii gs,`_that in the event of default by
the BORRO l in.any agreement;.ovenant or condition
contained ins agreement, dKitCthe Note, Montana Trust
Indenture or Sbcurity Af ezr ent, LENDER may, at its option, in
addition to all o her re -cam t k •possession of the property
=-given as security ,14ENDER ho er, shall be under no obligation
'Appmrcise this rit and its action in this respect shall be wholly
at ids option.
BOIWWER shall, orb i mand, submit to LENDER annually paid
tat current taxes have been paid.
shall, until the Note has been fully repaid with interest,
right at all reasonable hours to inspect and audit all
s, contractual documents, and all other papers
the business of BORROWER; and LENDER shall be
access to the Real Estate for the purpose of such
i or environmental audit and also for the purpose of
ng the condition of the security.
11. JOBS_ The BORROWER represents that three (3) full time jobs will be created in
a three year period and shall strive to provide additional employment which
represents a requirement of the application process for the Loan. Upon request
from the LENDER the BORROWER shall provide to the LENDER a copy of the
quarterly payroll report submitted to the State of Montana Department of
Revenue.
12. REPRESENTATIONS. In order to induce the LENDER to make the Loan
hereunder, BORROWER represents and warrants:
a. The BORROWER is duly organized and validly existing under the laws of
Montana and has taken all actions as may be required to make this
Agreement, the Note, the Montana Trust Indenture, the Security
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Agreement, and other Loan Documents valid and binding obligations of
the BORROWER.
b. The BORROWER'S financial statements provided to the LENDER and
relied on by the LENDER in making this Loan are true, accurate and
correct, and does not omit any relevant or pertinent information
regarding the financial condition of the BORROWER.
That BORROWER is not a party to any action, suit of preceding pending,
or, to the knowledge of the BORROWER, threatened at law or in equity
before any Court or administrative officer or ager which brings into
question the validity of the transaction hereinipont&nplated or might
result in any adverse change in the busme§r financial condition of the
BORROWER.
d. That the BORROWER is not in
conditions contained in any bo
indebtedness or any mortgage;
same. The making of this agre
transaction contemplatedJier
result in a breach or constitut(
BORROWER is a part or result
encumbrance upon any of its f
e. BORROWER has fi
has paid or made pry
may become due pur=
assessments received
in e)d
of no
any oblins, covenants, or
ure, note, o ther evidence of
-al instrumexts'securin2 the
the consummatidn of the
violate any provision of law or
ier any agreement to which
on of any lien, charge or
its assets.
returns which are required to be filed and
Yr.-the payment cif pll taxes which have or
04t�returns op pursuant to any
rV7TR0takJiabiIity has been asserted by the
Cher taxi agency, federal, state or foreign,
of thosegAlready provided for and the
;is for any such deficiency assessment.
f. BORROWER hereby indemn)ER and holds LENDER harmless against
any ld�3;n1 ,ages.ar liabilities to which it may be subject as a
.result zy claim �or se ces in the nature of a finder's fee or
mission ith respect"to the transaction contemplated hereunder or
aIing out of ny such claim and will reimburse LENDER for any legal or
other Oxpensea ibbfdrred by it in investigating or defending any such
claim a- liabilitf sserted therefore.
The BORROWER shall use all of the proceeds of this loan for the
purposes stated in Section 1 hereof.
13. CONDTTWNS OF LOANS. The making of the Loan hereunder shall be subject to
the following precedent:
a. The execution and delivery of the following Loan Documents, in a form
acceptable to the LENDER:
Loan Agreement
Note
Guaranty
Montana Trust Indenture
Security Agreement
Financing Statement
b. All of the representations and warranties contained in this Agreement
shall be true and correct on and as of the closing date.
C. All proceedings taken in connection with the transaction contemplated by
this Agreement and all documents incidental thereto shall be satisfactory
in form, scope and substance to LENDER'S counsel, and LENDER shall
have received copies of all documents which it or its counsel may
reasonably request in connection with the transaction in form, scope and
substance satisfactory to its counsel.
d. All necessary approvals or consents, if any such `approvals or consents
are required of Governmental bodies having jurisdiction with respect to
any construction herein contemplated, shaffve been obtained, and
failure to have obtained such consents shA11 constitute a default
hereunder.
If BORROWER, or any entity consti
Guarantor(s) of the loan to be 44de
shall be delivered to LENDEWth
there by more than one) a,,d6Pkofth
Directors of each such corporatfn
execute this Agreement and all otM
consummation of this transaction.......
Board shall be certified to be true by
of such corporation`s
tut.ng'part of BORROWER, or any
hereunder is a corporation, there
respect to each such orpor,ation, if
e record of minutes of the Board of
authorizing its officers to
is necessary to the
of the minutes of the
tary or Assistant Secretary
f. All necessary approve or co sts required*ith respect to this
transaction by any mortgagee ;ts oth pity having any interest in the
Collateral _shall have bew stained, Failure to have obtained such
consents 11 constitute. default hereunder.
14. AFFIIO'1.VE COVENANTS. Until paypent in full of the Note and all of the
other pay� du LENDER hereunder and the performance of all of the terms,
conditions arl prglu'o this Agreement and the mortgages, BORROWER
s1 ll mo,use tl f wing rian one:
r' a. 1ORROWER11 deliver to LENDER within fifteen (15) days after any
written= reque�efore from LENDER such information as may be
reasonbly nec6isary to determine whether the BORROWER is complying
with its govenats and agreements contained in this Loan Agreement if
an Event of Default has occurred.
b. BORROWER will punctually pay or cause to be paid the principal and
interest to become due in respect to the Note in accordance with the
errs thereof.
C. BORROWER will, upon demand, promptly pay and discharge all taxes,
assessments or other governmental charges which may lawfully be levied
or assessed on their income or profits or on any property, real, personal
or mixed, belonging to them or upon any part thereof, and also all lawful
claims for labor or material and supplies, which, if unpaid, might become
a lien or charge upon any such property except that BORROWER shall
not be required to pay any such taxes, assessments, charges, levies or
claims so long as the validity thereof shall be actively contested in good
faith by proper proceedings, provided that any such tax, assessment,
charge, levy or claim shall be placed in escrow during such proceedings
5
and shall be paid forthwith upon a final adjudication and order to pay
from Court of competent jurisdiction.
d. BORROWER will, upon demand, pay or cause to be paid the principal
and interest on all indebtedness to other LENDERS heretofore or
hereafter incurred or assumed by it when and as the same shall become
due and payable unless such indebtedness be renewed or extended, and
will observe, perform and discharge all of the covenants, conditions and
obligations which are imposed on it by any and all agreements securing
or evidencing an encumbrance upon the Collateral so as to prevent an
occurrence of any act or omission which under tle,,provisions thereof
may be declared to be a default thereunder N�buld result in a lien
being placed upon the Collateral.
C. BORROWER will at all times cause all . the Cferal to be maintained
and kept in such condition and repair that LENDWsecurity will be
adequately protected.
f. In the event that any proviszot of this Agreement or any-r ber .,
instrument executed at closing Viz' the application thereof to khy person
or circumstances shall be declared unenfsrc able by a Court of
competent jurisdiction, the remainder ` such agreement shall
nevertheless remain in full force and Wt, and to this end, the
provisions of all ceants, conditions; agreements described herein
are deemed separate
g. The Collateral and alW thdB-A44diqgs and improvements used in
connection with the PAWEQVW9Wi4MQfinsurable character will be
kept] ured by financi4y 6und an putable insurers against loss or
da,age .by ire, explosionsnd other hards customarily insured against
extendeWgverage for to full insurable value of the property insured
a4din any event an amount sufficient to prevent the owner thereof from
bec6�ing a_ca7insurer, the p- eeds thereof including accrued interest,
to be 004-f+oU_.NIR to satisfy the balance owing on the Note at the
time of th.loss, the :�eai`der of the insurance proceeds to be payable to
1ROWER. If the proceeds of the insurance together with such other
fizWas are -available to BORROWER are sufficient to pay for the
rei �ion oflhjAlfemises, BORROWER and LENDER shall negotiate in
good f ft for th"pplication of such funds to such restoration.
BORROWER agrees to deliver certificates showing compliance with these
insurance requirements. BORROWER will maintain, with financially
soundAnd reputable insurers, insurance against other hazards and risks
including liability and Workers' Compensation Insurance, for the type of
usiness undertaken by the BORROWER.
h. .BORROWER will give LENDER prior notice, in writing, of any public
hearing or meeting before any administrative or other public agency
which may, in any manner, affect the PROJECT or the Collateral.
BORROWER will furnish from time -to -time, whenever requested,
statements showing itemization of prospective expenditures,
expenditures to date, items due and unpaid, and itemized statements
with receipted bills and other evidence satisfactory to LENDER.
The BORROWER shall provide to the LENDER fiscal year end CPA
reviewed financial statements within 90 days of the end of the fiscal year.
15.
k. The BORROWER shall cause to be provided to the LENDER annual
personal financial statements of all the Guarantors) listed in Section 5
above within 90 days of the end of the fiscal year.
1. The BORROWER shall not discriminate against any employees or
applicants for employment on the basis of race, color, national origin,
religion, age, handicap or sex. All solicitations for employees will state
that qualified applicants will receive consideration for employment
without regard to race, color or national origin and notices to that effect
will be posted in conspicuous places available to mployees.
Furthermore, the BORROWER, and its sucors or assigns, agree to
comply with this nondiscrimination proyiroaild also secure the
compliance of all contractors and subq6fftracf&WAnV instrument
affecting a transfer of the real property rir structures thereon shall
contain a covenant assuring nondj§dfi it ation for`�eriod during
which the real property is used & the purposes descrJ56d, in this Loan
Agreement.
in. In the event any buildings are c n tructed :sing the proceeds from this
Loan, the BORROWER agrees to regiai; the buildings meet the
standards found in the 1994 ICBO Uhffbarm Building Code, including the
applicable earthq =safety standard§ In.,addition, the building must be
accessible to the h Zed, meeting tlae pmpliance requirements of
the Architectural Ba=ert raf 1968.
n. Additional AssurancesAFrorn iiitoe, "BORROWER will execute and
deliygp-any and all furtl*E ff other, !Wffruments and certificates and
p Wffi Mich acts, as LENDER or its bunsel may reasonably deem
eressary r esirable to awifirin and secure to LENDER all rights and
-remedies c6t&rred upon LENDER by the terms of this Agreement and by
a.
0
in full of the Note and performance of
t:
BORROWER �ither create nor suffer to exist any pledge, lien,
chargo=ci' encumbrance, including liens arising from judgments, on the
Collates, which remain on the property for more than ten days, except
for a fife lien against the collateral which secures a loan from Glacier
Bank iythe original principal amount of $124,600.00 and taxes not
delinquent or being contested in good faith and by appropriate
W edings. BORROWER represents that Borrower shall not receive any
More advances on the loan from Glacier Bank without the prior written
consent of the City of Kalispell.
BORROWER will neither sell nor convey nor suffer to be conveyed any of
its property in a manner that is not in the ordinary course of its business
during the terms of its obligation to LENDER.
Continuing Existence and Qualification. The BORROWER shall maintain
its existence as a corporation, duly qualified to do business under the
laws of the State of Montana and shall not dissolve or wind up its affairs
or sell, transfer, mortgage, pledge or otherwise dispose of all or
substantially all of its assets or permit another corporation to consolidate
7
16.
with or merge into it; provided that the BORROWER may consolidate
with or merge into a corporation organized and existing under the laws of
one of the states of the United States, or sell or otherwise transfer to
another domestic corporation all or substantially all of its assets and
thereafter dissolve, if the surviving, resulting or transferee corporation,
as the case may be, (I) is organized under the laws of one of the states of
the United States, (ii) is authorized and qualified to do business in the
State of Montana, (iii) has a net worth immediately subsequent to such
consolidation, merger or transfer at least equal to that of the
BORROWER as it existed immediately prior thereto as of its most recent
fiscal year for which audited financial statement`re available, and (iv) if
other than the BORROWER, assumes in writhe obligations of
the BORROWER under this Agreement Ear surviving, resulting or
transferee corporation referred to in this-S� shall be bound by all of
the covenants and agreements of the aORROVVER.herein with respect to
any further consolidation, merger, sale of transfej��d shall execute an
appropriate instrument assuming sudh covenants xd agreements.
d. If the BORROWER relocates th�e PROJECT that is funded.; either; in whole
or in part by this loan, to aqddkhon that =.is, not within the LENDERS
eligible lending area, as deteririit e ..,by tb-0- UNDER the Lq4fi shall
become due and payable. As of the iaWhereof, the LENDERS Eligible
Lending Area is City of Kalispell and .icing area.
a. Expenses. BORROWER agree. pay all costs and taxes that might be
imposed or determined=o b yabf connection with the execution,
issuance -or delivery of tl rote, or in onnection with any modification,
amr nd &9r alteratioft f the terms and provisions thereof, and to
e LENDER- and any otlr holder of the Note harmless against any and
Debility wfh respect to, all o.,which agreements of BORROWER shall
sure pav tnt of the Note
Expenses bf Collecof;r-enforcement. If BORROWER shall at any time
fault i eking any payment of principal of or interest on the note,
E f�,OWEI ees_that it will, to the full extent permitted by law, pay to
the bbler of ft.ote, in addition to any other amounts that may be due
from!*RROWE—R to such holder, an amount equal to the costs and
expense of collection or enforcement incurred by such holder in such
c. Expertes of Correction by LENDER of Default. In the event of any
defalt by BORROWER in full performance or observance of any
e+Venant or agreement contained herein or in the Note, LENDER may,
a pon 15 days of written notice to BORROWER, and at LENDER's sole
option (but without any obligation to LENDER to do so) take such steps
as may be necessary or appropriate to correct or remedy such default in
whole or in part, and all costs and expenses incurred by LENDER in
taking such steps (including reasonable attorney's fee incurred by
LENDER and including any other sums paid or payable by LENDER to
third parties) shall forthwith upon written demand by LENDER be due
and payable by BORROWER to LENDER, with interest thereon (payable
on the first day of each calendar month) from the time of incurrence
thereof by LENDER at the rate of 10% per annum until paid. In the
event LENDER takes any action provided for in the preceding sentence,
2
the commencement or taking of such action shall not be deemed to be a
waiver by LENDER of the default of BORROWER or a waiver of any other
available or remedy of LENDER by reason of such default.
d. Expenses of Amendments, Waiver, Consents, Etc. In the event
BORROWER proposed to take or omit any act or action on the part of
BORROWER prohibited or required by any provision of this Agreement or
the Note, and BORROWER requests LENDER to consent thereto or waive
compliance with any such provision, or in the eNftt BORROWER
requests LENDER to consent to any modific ti6 o rx endment of this
Agreement or the Note then, in each such �, BORROWER agrees to
reimburse or pay to LENDER (any expenses �uxred by LENDER) in
connection with such consent or waivers or suck ;odification or
amendment, as the case may be.
17. EVENTS OF DEFAULT. The principal idebtedness evidenced 1the Note or the
unpaid balance thereof at the time oiifstanding, shall be due anr. NyaTble at the
election of the LENDER if any on -Z m .re of thdJbflowing events , rein called
"events of Default") shall occur for any ewn "At oever, and whether such
occurrence shall be voluntary, involuntar3r or" ome a out or be effected by
operation of law, or pursuant to or in compee with any judgment, decree or
order of any court or any er, rule or regulatib of any administrative or
government body.
a. Default shall be made_in paym.sf any principal of or interest on the
Note when due and pe64able, -and ucf�i It be continued for a period
of 3QA%� s; or
b. Default shW he made in tYk performance or observance of any of the
rveats or agreements contained in Section 11, 12, 13, 14 hereof, or of
afik*her p #vision of this Ldhff Agreement; or
Aunty made by the BORROWER herein or any
tations made in any certificate, statement, or
want to this Loan Agreement shall prove to have
material respect as of the date when made; or
Any olftations of the BORROWER for the payment of money (other than
its obliations hereunder or under the Note) shall not be paid at its
matur# or any such obligations shall become or be declared, pursuant
to its frets, to be due and payable prior to the express maturity thereof
ley reason of default or other violation of the terms thereof-, or
etault shall be made in the performance or observance of any of the
other covenants or agreements or BORROWER herein contained not
covered by (a), (b), (c) or (d) above, and such default shall have continued
for a period of 30 days after notice thereof to the BORROWER by
LENDER; or
BORROWER shall admit in writing its inability to pay its debts generally
as they become due, make an assignment for the benefit of creditors, file
a petition in bankruptcy, be adjudicated insolvent or bankrupt, petition
or apply to any tribunal for the appointment of any receiver or trustee
thereof or of any substantial part of its property or commence any
proceedings under any arrangement, readjustment of debt, or statute of
any jurisdiction, whether now or hereafter in effect; or there is
commenced against BORROWER any such proceedings which remains
un-dismissed for a period of 30 days; or
g. BORROWER by any act indicates its consent to, approval of, or
acquiescence in any such proceedings or in the appointment of any
receiver or of any trustee for BORROWER with respect to a substantial
part of its property.
h. If any final judgment for the payment of mrsey that is not fully covered
by liability insurance and is in excess of ".00 shall be rendered
against BORROWER and if not dischad wilfijao days.
If the BORROWER during the termsf"� loan effete _ change in
ownership or control of the business of its assets withu- tprior written
consent of the LENDER.
18. ACCELERATION REMEDIES. LENDE hall giu -"notice to BORROWER prior to
acceleration following BORROWERS breachr day covenant or agreement in this
Security Instrument (but not prior to accel6iMon under paragraphs 13 and 17
unless applicable law prod s otherwise). T1itice shall specify: (a) the
default; (b) the action requ d ,cure the default, M a ate, not less than 30
days from the date the notice is.€ft.,.to BORROWE,,I y which the default must
be cured; and (d) that failurd4o cure= default on -01fbefore the date specified
in the notice may result in acelerati.i`oI tleas secured by this Security
Instrument and -sale of the Prop rWW The notj -- shall further inform
BORROWZR d9&eight to reinste after acceleration and the right to bring aes court action to assthe non-exi§tence of a default or any other defense of
BORROE,R to acceleration and s. If the default is not cured on or before the
date spec fi&Lin the_hotice, LENDE1Kt its option may require immediate
payment in �f fi - eoured y this Security Instrument without further
d and- and mgMvoke e pd of sale and any other remedies permitted by
ap ' li de_law. LENDER shall be entitled to collect all expenses incurred in
pursuing f -rem6d rovided in this paragraph 19, including but not limited
to, reasonabl_attorney�s and costs of title evidence.
19. -WAIVER OF NOTICE. `The BORROWER and Guarantor(s) hereby expressly waive
y requirement for presentation, demand, protect, notice of protest or other
notice or dishes or of any kind, other than the notice specifically provided for in
20. NOTICES. All notices, demands and communications provided for herein or
made hereunder shall be delivered, or sent by certified mail, return receipt
requested, addressed in each case as follows, until some other address shall
have been designated in a written notice to the other party hereto given in like
manner.
To BORROWER:
Agape Home Care, Inc.
Attn: Inga Lake
135 Schrade Road
Kalispell, MT 59901
10
21.
To LENDER: City of Kalispell
Community Development Department
201 1st Avenue East
Kalispell, Mt. 59901
And shall be deemed to have been given or made when so delivered or mailed.
Notification of change shall be delivered to LENDER and BORROWER within ten
days of any change affecting this provision.
representations and warranties contained herein
delivery of this Agreement and of the Note, Secur
Statements, and any investigation at any timed
behalf, and any sale or transfer of the Note, $eep
Statements. All obligations of BORROWER ad
Agreement, and under the Note and th"ecurity
been fully performed, paid and satisfied at the tir
survive the closing.
22. CONSTRUCTION AND AMENDMENT. TH
entire agreement between the parties pert
supersedes all prior and bbntemporaneou
the parties in connection tlerwitz. This
amended or terminated or bdtu wily, be
the party against whom enfor err 6Wt
is sought.
23. PAYMENT, Tle
SectiomW or a
payable nth re
LENDER
24. SUCCESSORS
c�crunterparts, ff
;S, AND -OBLIGATIONS. All
sh.il survive the execution and
i A r ement and Financing
rde by the LENDER or on its
rity Agreement and Financing
uarantors Winder this Loan
Agreement, which have not
ae of closing of -Vie -Loan, shall
Agreement constitutes the
to the subject matter hereof and
.tints and understandings of
*Okmav not be changed,
ie x -writing and signed by
Lae. -amendment or termination
TOWER williay to LENDER at its address specified in
other address as it may designate in writing, all amounts
o the princil*of, and interest on, any Note held by the
1P�SATf covenants, agreements, representations and
or in certificates delivered in connection herewith shall,
not, bind and inure to the benefit of the successors and
and LENDER.
rhfs Agreement may be executed in two or more
of which shall be deemed an original, but all of which
:itute one and the same instrument.
26. NO WAIVER; REMEDIES CUMULATIVE. No exercise, partial exercise, failure or
delay on the part of the LENDER in exercising any power or right hereunder, or
under the Note or Security Agreement, shall operate as a waiver of the power or
with, except as specifically provided herein. No remedy conferred herein or in
the Note or Security Agreement is intended to be exclusive, to any other remedy,
and each and every other remedy given hereunder or now hereafter existing at
law or in equity or by statute or otherwise, may be sought by the enforcing
party.
27. DEBARMENT, SUSPENSION (NONPROCUREMENT) AND LOBBYING. This Loan
Agreement is subject to Section 319 of Public Law 101-121, which added Section
1352, regarding lobbying restrictions, to Chapter 13 of Title 31 of the United
11
States Code as implemented by 15 CFR Part 28. The BORROWER is generally
prohibited from using federal funds for lobbying the Executive or Legislative
Branches of the Federal Government in connection with this Loan.
Each BORROWER receiving a Loan exceeding $100,000 must file Form CD-512,
"Certifications Regarding Debarment, Suspension, Ineligibility and Voluntary
Exclusion -Lower Tier Covered Transactions and Lobbying", and Standard Form-
LLL, "Disclosure of Lobbying Activities", regarding the use of any nonfederal
funds for lobbying. Each BORROWER subject to this disclosure provision is
required to file a disclosure form within 15 days of the end of each calendar
quarter in which there occurs any event that requires disclosure or that
materially affects the accuracy of the information contafod in a previously filed
disclosure form.
28. GOVERNING LAW. This Agreement and the
Security Agreement and Financing Statern
interpreted in accordance with the laws.#-tl
LENDER:
CITY OF KALISPELL
BY: Date:
Myrt Webb -
Interim City Manager
BORROWER:
AGAPE HOME CARE. INC.
L-10
, Montana Trust Indenture,
Lall be oersted by and
ite of Montaria.
Inga J. Lake
Its: Vice President
Date:
12
EXHIBIT A
PROMISSORY NOTE
$42,500.00
May 5th, 2009
FOR VALUE RECEIVED, the undersigned, AGAPE HOME CARE, INC., a Montana
Corporation, of P.O. Box 10097, Kalispell, MT 59901, promises tiny to THE CITY OF
KALISPELL, of 201 1ST Avenue East, Kalispell, MT 59901, the s mRf FORTY TWO THOUSAND
FIVE HUNDRED AND 00/ 100 DOLLARS ($42,500.00), togetW'with Wiest at the rate of Six
Percent (6%) per annum from the date hereof. Both prinoia end inter -hall be payable in
lawful money of the United States of America in equal m6nftstallmer f $358.64 each,
due and payable on or before the 5th day of each mq , commencing June �009, and
_
continuing on the 5th day of each month thereafter .ntil Mayjth, 2024, at wl*tirae the
entire unpaid balance, together with interest thereoxi, Tall be s,d in full.
In the event any payment is not received by the Flold of the note within ten days of the
due date, a late charge of SEVENTY-FIVE ($75.00) for each_yment not made when due shall
be assessed. _
The payments required herein shalFbFifthed first to inter Then due and the balance
to principal. The undersigned shall have thkprivffieg �`prepaymdlift at any time without
penalty. t _
I further agree to ay�able collectiri charges d this note, and in the event of suit
to enforce payment, I -agree to pa ' asonable attorney fees.
The place of perfo ce a- enforcement Rod this note shall be Flathead County,
Montana.
Demand, Protest and Notice Thereof.
Secretary/Treasurer
13
EXHIBIT B
COLLATERAL
The Collateral shall consist of all assets and properties now owned or hereafter acquired by the
Company, including, without limitation, the following:
(a) All Collateral (consisting of equipment and machinery now owned or
hereafter at any time acquired by the Company or in which the Company has or obtains
rights) together with all repairs, improvements, attachments, renewals, additions and
accessions thereto, substitutions and replacements therefore_af any time hereafter
made or acquired and all guaranties, claims, rights, remedies and privileges relating to
any of the foregoing, including, but not limited to:
Lift Chair
Recliners
Beds
Kitchen Stove
Microwave
Refrigerator
Dining Room Table & Chairs
Telephone System
(b) All inventory, Chattel f
at any time acquired by the Compay3
business, or is furnished or to be furs;
raw materials, work in process or mata
consumed in the Cov's business.
(c) All ,a aunts
(d) All g65fW in
trade names, copyrs,
other persc x LLpro_perty owned or hereafter
is held for sit the ordinary course of
%&r contracts for service, or is held as
Gsed or onsumed or to be used or
Collateral.
ithout limitation, all patents, trademarks,
data bases, know-how and other
14
EXHIBIT C
The building and real property described as:
Tract 1 of Certificate of Survey No. 8206, located and being in the Southeast
Quarter of the Southeast Quarter (SE 1 /4SE 1 /4) of Section 12, Township 28
North, Range 22 West, P.M.M., Flathead County, Mon
15