HomeMy WebLinkAbout2025-0573 - - AR Promissory Note $555,000 - Miller Creek - SKHHP Docusign Envelope ID:9BFF8OFD-549C-4C53-8A86-50F12579B261
AMENDED AND RESTATED PROMISSORY NOTE
Miller Creek
Burien,Washington
$555,000.00 December 5,2025
FOR VALUE RECEIVED, 511 S 136TH ST LLC, a Washington limited liability company, and its
successors and assigns ("Borrower"), as assignee of Habitat For Humanity Seattle-King County, a
Washington nonprofit corporation ("Habitat"), promises to pay in lawful money of the United States of
America, to the Cities of Auburn, Burien, Des Moines, Federal Way, Kent, Normandy Park, Renton and
Tukwila (each, a"City" and collectively, the "Cities" or"Lender"), to the order of the City of Auburn, as
administering agency for the Cities which are parties to a joint undertaking known as the South King
Housing and Homelessness Partners ("SKHHP"), or its successor agency, at 25 W Main Street,Auburn,
Washington 98001, the principal sum of FIVE HUNDRED FIFTY-FIVE THOUSAND AND 00/100
DOLLARS ($555,000.00),or so much thereof as may be advanced hereunder.
1. This Amended and Restated Promissory Note ("Note") amends and restates in its entirety
that certain Promissory Note dated March 13, 2025 in the original principal amount of $300,000.00
executed by Habitat in favor of Lender (the "Original Note"). This Note is subject to the terms and
conditions of the SKHHP Housing Capital Fund Contract No. 2022-01 executed between Habitat and the
Lender on March 13,2025,and amended on or about the date hereof(as amended,the"Contract"),pursuant
to which Lender awarded Habitat funds for the purposes outlined in the Contract (the "Award"). The
Original Note and Contract were assigned by Habitat to Borrower pursuant to an Assignment,Assumption
and Consent Agreement dated March 13, 2025. The Contract, Original Note and related documents were
amended by the terms of an Omnibus Amendment dated December 5, 2025 among the Borrower, Lender
and Habitat.
2. Disbursement of the funds evidenced by this Note is to be made subject to the terms and
conditions of the Contract. Borrower agrees that a schedule of the dates and amounts of advances and
repayments on this Note certified by an officer of Lender shall be conclusive evidence for all purposes of
such dates and amounts.All amounts payable hereunder shall be paid without any set-off or deduction of
any nature. Capitalized terms not defined herein shall have the meanings set forth in the Contract unless the
context otherwise clearly requires.
3. Lender has no expectation of repayment of the Award so long as the Award funds are used
according to the conditions set out in the Contract. If the Award is not used as required by the Contract,
Lender shall be entitled to the unpaid principal balance of this Note with interest at the Default Rate which
shall commence accruing on the date of the violation.
4. This Note is secured by an Amended and Restated Deed of Trust ("Deed of Trust")
encumbering real property situated in King County, Washington, and shall be construed, enforced and
otherwise governed by the laws of the State of Washington.The terms and conditions of the Deed of Trust
are incorporated in full by this reference and any default under the Deed of Trust shall, at the option of the
Lender,constitute a default under this Note.
Amended Contract No. 2022-01 AR Promissory Note
Docusign Envelope ID:9BFF8OFD-549C-4C53-8A86-50F12579B261
5. After any breach, default, or violation,the unpaid principal balance of this Note shall bear
interest at twelve percent(12%)per annum or the highest rate allowed by applicable law,whichever is less
("Default Rate").
6. Except as otherwise provided for in the Contract, in the event the Property is sold,
refinanced or transferred and the Property is not used as required by the Contract prior to the end of the
fifty (50) year Affordability Period as defined in the Contract, Lender, or its successor agency, shall be
entitled to (1)the unpaid principal balance of this Note plus accrued interest at a rate of one percent(1%),
and(2) an amount representing three percent(3%)of the Net Appreciated Value of the Property.
"Net Appreciated Value" shall be calculated as follows:
(a) The sale price of the Property(if any);
(b) Less, the original principal amount of any loans secured by liens against the
Property,including the loan evidenced by this Note;
(c) Less the amount of cash that Borrower has invested in the Property from sources
other than the loans referenced in(b) above. This deduction shall include only sums attributable
to direct expenditures for acquisition,development,or capital improvements to the Property and
shall not include ongoing maintenance expenditures or indirect expenditures such as real property
taxes or legal fees related to the ongoing operation of the Property; and
(d) Less the actual reasonable costs of sale (if sold), such as appraisal, real estate
commissions,real property excise tax,escrow fees,recording fees,and title insurance premiums.
7. In case Borrower defaults under the Funding Documents (as defined in the Contract),
Borrower agrees to pay all outstanding principal and interest evidenced under this Note at the Default Rate,
together with all of Lender's costs of collection including, but not limited to, reasonable attorney's fees
incurred by Lender or the holder of this Note whether or not suit is instituted. If any legal proceedings are
instituted relating to this Note, including without limitation any arbitration, bankruptcy, trial, or appellate
proceedings,Borrower shall pay Lender's costs,including reasonable attorney's fees in all such proceedings.
8. Borrower and all other persons who shall become obligated on this Note hereby waive
presentment, demand for payment, notice of dishonor, protest, notice of protest, and all other notices not
specifically required by law.This Note shall be binding upon Borrower and its successors and assigns.The
entity signing below shall be obligated as a maker and not as a surety or guarantor unless otherwise
specifically stated below.
9. Notwithstanding anything to the contrary herein,Borrower,its assigns and their respective
members, partners, officers, directors, employees, agents and contractors shall have no personal liability
for payment of the indebtedness evidenced hereby or performance of the covenants set forth in this Note,
in the Deed of Trust or in the Contract, and the sole recourse of the holder of this Note shall be confined to
the exercise of its rights under the Deed of Trust and the Contract,provided that nothing shall diminish the
Borrower's liability for damages or deficiencies resulting from theft, waste, fraud, material
misrepresentation and misuse of rents.
Amended Contract No. 2022-01 AR Promissory Note
Docusign Envelope ID:9BFF80FD-549C-4C53-8A86-50F12579B261
10. This Note is given and the proceeds hereof shall be used for business and commercial
purposes and not for personal, family, household or consumer purposes. This Note shall be construed,
enforced and otherwise governed by the laws of the State of Washington.
11. Time is of the essence of all of the provisions of this Note.
12. Any payments received hereunder shall be applied first,to any late charges,costs and fees
owing hereunder; next,to any premium payable hereunder; next,to any interest on amounts past due;next
to regular interest owing hereunder; and the balance, if any,to reduction of principal. If the holder of this
Note shall receive any payments hereunder, regardless of source, while also holding another promissory
note secured by the Property or the Borrower's interest in the Property under which any amount is due,the
holder may allocate the payments between such other note and this Note in such manner as the holder may
elect in its discretion, any designation by Borrower notwithstanding.
13. To the extent permitted by law,the Borrower agrees to defend,protect and save Lender,its
elected and appointed officials, agents and employees (the "Indemnified Parties") free and harmless from
and against all claims, demands, and causes of action of any kind or character, arising in favor of the
Borrower's employees or third parties on account of personal injuries, death,or damage to property arising
out of services performed or omissions of services or in any way resulting from the acts or omissions of the
Borrower and/or its agents, employees, subcontractors or representatives in connection with the financing
for the Project evidenced by this Note; provided that Borrower shall have no obligation to indemnify the
Indemnified Parties for their negligence, fraud or willful misconduct.
14. If two or more individuals, corporations, partnerships or other business associations (or
any combination of two or more thereof) shall sign this Note as Borrower, the liability of each such
individual, corporation, partnership or other business association to pay and perform all other obligations
hereunder shall be deemed to be joint and several,and all notices,payments and agreements given or made
by,with or to any one of such individuals,corporations,partnerships or other business associations shall be
deemed to have been given or made by,with or to all of them.
15. Except as may be otherwise provided in the Contract,the Borrower may not sell, assign or
transfer this Note without the written authorization of Lender.
ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY,EXTEND CREDIT,OR
TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE
UNDER THE LAWS OF THE STATE OF WASHINGTON.
[Signature page follows]
Amended Contract No. 2022-01 AR Promissory Note
Docusign Envelope ID:9BFF80FD-549C-4C53-8A86-50F12579B261
The individuals,by signing below,warrant that they have the authority to sign this Note.
511 S 136TH ST LLC, a Washington limited liability company
By: Habitat for Humanity Seattle-King County,
a Washington nonprofit corporation, its manager
By:
Its:
By:
Its:
Approved by Lender:
SOUTH KING HOUSING AND HOMELESSNESS
PARTNERS
CITIES OF AUBURN,BURIEN,DES MOINES,
FEDERAL WAY,KENT,NORMANDY PARK,RENTON,
and TUKWILA
By: City of Auburn,the Administering Agency pursuant to that
certain Interlocal Agreement for SKHHP dated January 1,2019
and RCW Ch 39.34.
,-Initial
Signed by:
et5 By: Frot.x:
Nancy Backus,Mayor
Amended Contract No. 2022-01 AR Promissory Note