Loading...
HomeMy WebLinkAboutordinance.council.041-83 RECORD OF PROCEEDINGS 100 Leaves ORDINANCE NO. 41 (Series of 1983) AN ORDINANCE APPROVING THE ACQUISITION BY THE CITY OF ASPEN OF THAT PROPERTY LOCATED WITHIN THE CITY OF ASPEN, COUNTY OF PITKIN, KNOWN AS LOT 3, TRUEMAN NEIGHBORHOOD COMMERCIAL PROJECT (TNCP); DESIGNATING THE SUM OF $650,000, PLUS INTEREST AS PROVIDED, TO PURCHASE THE SAME FROM OPEN SPACE BOND PROCEEDS; ADOPTING THAT CERTAIN "VACANT LAND CONTRACT TO BUY AND SELL REAL ESTATE" TO PUR- CHASE THE SAID LOT 3, WHICH CONTRACT IS ANNEXED AS EXHIBIT "A" AND INCLUDES THE FOLLOWNG TERMS: 1. COMPENSATION TO THE OWNER OF LOT 3 OF $650,000, PLUS INTEREST AS PROVIDED, TO BE PAID AS FOLLOWS: (a) $350,000 IN CASH AT CLOSING; AND (b) ASSUMPTION AND NOVATION BY THE CITY OF A PROMIS- SORY NOTE FROM THE OWNER TO JAMES R. TRUEMAN OF $300,000, WHICH ORIGINAL NOTE WOULD BE CANCELLED AND REDELIVERED AS A THREE-YEAR NOTE FROM THE CITY TO JAMES R. TRUEMAN WITH A PRINICPAL AMOUNT OF $254,468 AT SIX PERCENT (6%) ANNUAL INTEREST WITH QUARTERLY PAYMENTS OF INTEREST ONLY ADJUSTED AS OF THE DATE OF CLOSING. 2. DISMISSAL WITH PREJUDICE OF CIVIL ACTION NO. 83 CV 301 IN THE DISTRICT COURT FOR PITKIN COUNTY, COLORADO, CAP- TIONED "SANDOR W. SHAPERY V. THE CITY OF ASPEN, ET AL." UPON CLOSING. AUTHORIZING THE SETTLEMENT OF CERTAIN CLAIMS BETWEEN THE CITY OF ASPEN AND JAMES R. TRUEMAN AND CERTAIN OF HIS ASSOCIATED BUSINESS ENTITIES IN CONNECTION WITH DEVELOPMENT OF THE TNCP, WHICH SETTLE- MENT INCLUDES THE FOLLOWING TERMS: 1. ACCEPTANCE BY TRUEMAN OF AN ASSUMPTION BY THE CITY OF ASPEN AND RELEASING THE NOTE FROM SANDOR W. SHAPERY TO JAMES R. TRUEMAN OF JANUARY 8, 1982, WITH A PRINCIPAL AMOUNT OF $300,000 At AN ANNUAL INTEREST RATE OF TWELVE PERCENT (12%) AND SUBSTITU- TION THEREOF OF A NEW THREE-YEAR NOTE FROM THE CITY OF ASPEN TO JAMES R. TRUEMAN WITH A PRINCIPAL AMOUNT OF $254,468 AND AN ANNUAL INTEREST RATE OF SIX PERCENT (6%), SECURED BY A FIRST DEED OF TRUST. 2. THE AFORESAID PRINCIPAL AMOUNT REFLECTS A REDUCTION OF $15,532 FROM THE ORIGINAL NOTE AS PAYMENT OF THE RESIDENTIAL PARK DEDICATION FEE~ AND REDUCTION OF $30,000 AS PAYMENT OF COMMERCIAL PARK DEDICATION FEE; AND 3. CANCELLATION OF THAT CERTAIN PROMISSORY NOTE FROM JAMES R. TRUEMAN TO THE CITY OF ASPEN OF APRIL 8, 1977, WITH A PRINCIPAL AMOUNT OF $90,000 AND THE EXCHANGE OF MUTUAL RELEASES; RECORD OF PROCEEDINGS 100 Leaves AND AUTHORIZING AND DIRECTING EITHER THE MAYOR OR THE CITY MANAGER TO EXECUTE SUCH DOCUMENTS AS ARE NECESSARY TO CONSUMMATE THE ABOVE DESCRIBED TRANSACTIONS. WHEREAS, the City Council of the City of Aspen desires to purchase Lot 3, Trueman Neighborhood Commercial Project (TNCP), Pitkin County, Colorado; and WHEREAS, said Lot 3 is encumbered by a Deed of Trust securing a Promissory Note held by James R. Trueman; and WHEREAS, the City and James R. Trueman have certain claims between them arising from the development of the TNCP; and WHEREAS, the City desires to purchase Lot 3,, in accordance with that certain "Vacant Land Contract to Buy and Sell Real Estate", annexed as Exhibit "A", which includes the following terms: ~. Compensation to the owner of Lot 3 of $650,000, to be paid as follows: a. $350,000 in cash at closing; and b. Assumption and novation by the City of a Promis- sory Note from the owner to James R. Trueman of $300,000, which original note would be cancelled and a new three (3) year note secured by a first deed of trust delivered from the City to James R. Trueman with a principal amount of $254,468 at six percent (6%) annual interest with quarterly payments of interest only adjusted from the date of closing; and 2. Dismissal with prejudice of Civil Action No. 83 CV 301 in the District Court for Pitkin County, Colorado, captioned "Sandor W. Shapery v. The City of Aspen, et al." upon closing; and WHEREAS, an offered settlement of the claims between the City and James R. Trueman arising from that certain promissory note from Trueman to the City of April 7, 1977, also is subject to approval by the City Council, which settlement includes the fol- lowing terms: 2 RECORD OF PROCEEDINGS 100 Leaves 1. Acceptance by Trueman of an assumption and novation of that certain original Promissory Note from Sandor W. Shapery to James R. Trueman of January 8, 1982, with a principal amount of $300,000 and an annual interest rate of twelve percent (12%) to a note from the City of Aspen to James R. Trueman with a principal amount of $254,468 and an annual interest rate of six percent (6%), secured by a first deed of trust. 2. Reduction of the principal amount on the original note by $15,532, representing a residential park dedication fee. 3. Reduction of the principal amount on the original note by $30,000, representing a commercial park dedication fee. 4. Cancellation of that certain Promissory Note from James R. Trueman to the City of Aspen of April 8, 1977, with a principal amount of $90,000 and the exchange of mutual releases; NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO: Section 1 That the City Council does hereby approve the acquisition of Lot 3, Trueman Neighborhood Commercial Project, Pitkin County, Colorado, and does hereby adopt and approve the Contract for pur- chase thereof, a copy of which is annexed hereto as Exhibit "A" and incorporated by reference herein. Section 2 That the City Council does hereby approve the settlement of claims between the City and James R. Trueman in connection with development of Lot 3, Trueman Neighborhood Commercial Project, Pitkin County, Colorado, according to the Contract for purchase annexed as Exhibit "A" and those settlement documents attached hereto as Exhibit "B" and incorporated by reference. Section 3 That either the Mayor or the City Manager are authorized and directed to execute Exhibit "A", Exhibit "B" and such other docu- 3 RECORD OF PROCEEDINGS 100 Leaves ments as may be necessary to consummate the transactions described in Sections 1 and 2 upon approval as to form of all documents by the City Attorney. Section 4 If any section, subsection, sentence, clause, phrase or portion of this ordinance is for any reason held invalid or unconstitutional by any court of competent jurisdiction, such portion shall be deemed a separate, distinct and independent provision and such holding shall not affect the validity of the remaining portions thereof. Section 5 A public hearing on the ordinance shall be held on the day of ~~w-/~'~ , 1983, at 5:00 P.M. in the City Council~Chambers, Aspen City Hall, Aspen, Colorado. INTRODUCED, READ AND ORDERED published as provided by law by the City Council of the City of Aspen on the ~day of ~~w_~,~A- , 1983. : '~illiam L. Stirring, M ~ or KTTEST: Ka'th~ynl;S. ~oSh, City Clerk FINALLY adopted, passed and approved this day of ,: YWilliam L. Stirring, Mayor ATTEST: ~.. :: K~~ch, ~ity Clerk 4 RECORD OF PROCEEDINGS 100 Leaves STATE OF COLOPJ~DO ) CERTIFICATE ) ss COUNTY OF PITKIN ) I, Kathryn S. Koch, City Clerk of Aspen, Colorado, do hereby certify that the above and foregoing ordinance was introduced, read in full, and passed on reading at a regular meeting of the City~ouncil of the City of Aspen on ~ ~ , 19f~, and published · n the Aspen Tlmes a we~ekly newspaper of general circul- ation, published in the City of Aspen, Colorado, in its issue of ~~ J/ , 19.~, and was finally adopted and approved at ~ regula~~ the City Council on d~~ina~ce No. ~/Cf/ , 19 ~, and ordered~ published as Or /tl , Series of !9~2, of said City, as provided by law. IN WITNESS WHEREOF, I have hereunto set my hand and the seal of said City of Aspen, Colorado, this day of ~ , 19 ~. Kathyrn ~'Xoch, ~ity Clerk ~E~L Deputy'City Clerk ........ VACANT LAND CONTRACT TO BUY AND SELL REAL ESTATE (Remedies Include Specific Performance) ~, July 28 ,, ,~_83 Se] ] er 1. The undersignedJi~//~ hereby acknowledges having received from The City of Aspen. by ffavne V. 'Chapman, City Manaqer thesumof$lO,O00-O0 .intheformof * corporatecneck ,tobeheldby Seller, in Seller's attorney's {~6~//<~ i~(I/~vf~ifl~it~i/~X~Xrustee account, as earnest money and part payment for the following descr/bed rea~ estate in the County of Pitkin - Colorado, to wit: Lot 3 of the Trueman Neighborhood Commercial Project, according to the Final Plat thereof recorded in Plat Book 5 at Page 70-75 in the records of the' Clerk and Recorder of Pitkin County, Colorado. together with all easements and rights of way appurtenant thereto, and all improvements thereon and all fixtures of · a'permanent nature c,urrently on the premlses except as hereinafter provided, in their present conair/on, ordinar~f wear and tear excepted, and hereinafter called the Property. C' 2. Theundersignedperson(ll~(. The City of ~W~X~X~X~Xhereinafter called Purcha~r, hereby agrees to buy the Property, and the undersized owners), hereinafter called Seller, hereby agrees to sell the Proper~y upon the terms and conditions sta~d herein. ~ - · . ·. ~. The purchase price shall be ~.S $ 650~000.00 , payable as follows. $ [0.000.0~erebyreceipte~for; a. $340,000.00 in cash at closing; and b. Assumption by the City of ~hat certain Promissory Note dated January 3, 1982, from Sandc~ W. Shapery to James R. Trueman in the principal amount of $300,000.00, pursuant to the terms of that letter dated August 3, !9~3, from'['layne Ch~uman to James ~. Trueman attached hereto and incorporated herein accompanied by a release of Shapery from the original note, interest from date of closing, principal and accrue interest due three years after date of closing. 4. Pricetoinclude: Any and all improvements on the property. andthefoIlowlngwaterrights: Any and all water rights appurtenant to the p ropety or use~ in connection therewith including, without limitation, any and all ditches and ditch rights and any and all wells and well rights. 6. If a note and trust deed or ~ortgage is to be assumed, Purchaser agrees to apply for a loan assumption if requi,red and agrees to pay (1) a loan transfer fe~ not to exceed $ 0,00 ' and (2) an interest rate not to excced SiX (6] %perann~m. lf the lo~n to be assum~d has provisions for a shared equity or variable interest rates or variable payments, this contract is conditioned upon Purchaser reviewing and consenting to such provisions. It the lender's consent to a loan assumption is required, this contract is co~dltioned upon obtaining such consent without change in the terms nnd condltibns of such loan except as herein provided. ~, If a note is to be made payable to Seller as partial or full payment of the purchase price, this contract shall not be assignable by Purchaser without written consent of Seller. 8, Cost of any appraisal for loan purposes to be obtained after this date shall be paid by P.U Fch8 S 8P.. ~,~,~ ~ ~X~:~(~NI~L.~L~C~'Xt~k~K~C~.XK~X~X~X a current commitment for title insurance policy in an ~mount equal ~ the purchase price, a: ~eUer's ~ff~expense. sh~ll be furnished to Purchaser 0n or before August 17 deliver the title insurance policy to Purchaser ~fter closin~ nnd pay the premium thereon. I0. The date of closing shal~b~,the date Jot delivery of deed n~ prov[dedin pn~rnph Il. The ~our and plac~of . . :ne :~:ie company o~owo~ng the aro~emen:~oneo cl'osmg shall be ~s designated by 11. Title shall be merchantable in Seller, except as stated in this paragraph and ~n paragraphs ~2 and 13. Subject to.payment ot tender as ~bove provided and co~pllanee by Purchaser with the other terms and ptovislons hereof, geller shall execute and deliver ~ ~ood and sufficient ~n~al warrant7 deed to Purchaser ..September '15 : : ' ..' 19~, or, by mutual agreement, at an earlier date, conveying the Property free and ~f.~l~a~xeep~ the g~er~l t~xes for the year of closing, and ~ ~an~-el~a~of alLliens, for-specia[ improvements installed as of the date of Purchaser% signature hereon, whether L:a~sed or not; free.and ciearbf all liens and encumbrances except &R~ easementS', ~xcept.~on~ of r~co~d except th~ ~l[o~ng ~es~rictive covenants which do not contain a ~ght of rever~ amdexcept the followingspeclflc recorded and/orapparent easements: those which do ~ot ~&ke title ano./or the property unsuitable for use as "open space". ~nd zoning regulations. per ~2]"E~6~p~-ag st~t&difi'p~ragraph~ ~1 amd I3. if title is not merchantable and wrlt~en notice of def~t(s) is ~ven by 6r Pu~chase~'~ agent'to Seller o~Seller's agent on or before date of closing, Seller shall use reasonable e~or[~ co~re~t said defect(s) prior to date of closlng. If Seller is unable to correct said defect(s) on or ~fore date ,ptlon'~nd ~ ~tt~ notice to PUrchaser or Purchaser s agent on or before date of closing, the ~at& ofeloslng shall be extended'thirty days for the purpose of correcting said defect(s). Except as stated in paragraph :~3~if title is ~ot rendered merchantable as provided in this paragraph 12, at Purchaser's option~ this contract shall be v~d ~h~of'no-~ffe~t and-each.party hereto shall be released from all obligations hereunder and all payments and things ofyalue re~ei%ed.hereunder shall be returned tc Purchaser. 14. ~en~ral ~axes 'fir the ~ar of closing, based on the most recent levy and the most recent ~ssessment, prepaid rents, ~[~t~ ~ent~, ~w~nts~ FHA mortgage insurance premiums and interest on encumbrances, if any,~g X .... shall be apportioned to date of delivery of deed. 15. Possessmn of thb Property shall be delivered to Purchaser on C ] 0 S ~ ~. subject to the following leases or tenancies: ~0~ 16. Im the event the Property is substantially damaged by fire, flood or other casualty between the date of ghis contract and the date of deIivery of deed, Purchaser may elect to terminate thls contract; in which case all payments and things of value received hereunder shall be returned to Purchaser. 17. Time is of the essence hereof. If any note or check received as earnest money hereunder or any other payment due hereunder is not paid, honored or tendered when due, or if any other obligation hereunder is not performed as herein provided, there shall be the following remedies: -:. Pr::(~l:I~ ~E~LLER IS I.N DEFAULT, (1) Purchaser may elect to treat this contract as terminated, in which case all payments and thlngs of value received hereunder shall be returned to Purchaser and Purchaser may recover nd :?~stlch damages as may.be proper, or (2) Purchaser may elect to treat this contract as being in full force and effect - C~and~u~rch~aser?ha~havetherightt~anact~nf~rspecificperf~rmanceordamages~rb~th~ ~ ~.2 .-(b). IF..PURCHASER.I S IN DEFAULT, (I) Seller may elect to treat this contract as terminated, in which case all payments and things of value received hereunder shall be forfeited and retained on behalf of Seller and Seller S.~: :may;r_ecoyer ~uch _dam ages as may be proper, or (2] Seller may el~Ct to treat this contract as being in full force and ; and Seller sh_all have the right to an action for specific performance or damages, or both. :x:::,(c).Anything.to.the contrary herein .notwithstanding, in the event of any litigation arising out of this · contract, the court may award to the prevailing party all reasonable costs and expense, including attorneys' fees. ::.~.:~ ~.$;.Purchasez-and Seller agree that, in the event of any controversy regarding the earnest money held by broker. unless, mutua!.W~'i~t~n !n~tructlon is received by broker, broker shall not be required to take any action but may await .canMpr~ceedlng, or at broker's o]~tlon and discretion, may interplead any moneys or things of value into court and may .:re. co,er cou_r_~t.c.?sts a~d._re__a_s.onable attorneys' fees. 19,. Additionsl provisions: . !a).. Deter~!~ations of "merchantable'"', "unmerchantable" and "unsuitable", he~eund lncluoing, wl~nout limitation, those made pursuant to Paragraohs 11 and 12 hereina )ye, shall be at the reasonable discretion of Purchaser's legal counsel. (b) Purchaser's obligations hereunder are expressly conditioned upon prior adop ion y'.Aspen s City Council of an Drd~nance approwng and accepting the terms of this Contract. (c) Seller represents to PurchJser that the 'within-contemplated ~ale of Lot 3 is not the subject of any operative realtor's or real estate broker's sales ~and/or commission agreement. Further, in the evens that any such real estate commission(s) shall be claimed or become due in connection with this sale and conveyance, Seller agrees and hereby does ~demnify Purchasen against the payment o any such commiss~onls) and/or other costs (including reasonable attorneys fees and expert witness fees) in connection with defense of any claim for such commission(s from a real estate salesperson or broker. (d) Seller shall provide, at him expense and contemporaneously with the title insurance commitment as provided above, a surv'ey of the property certified by a Colorado surveyor and stamped within one (1) year of the closing date~ (e) Purchaser's obligations hereunder are expressly conditioned uoon Seller's dismissal with prejudice of Pitkin County District Court Civil Action No. 83- at closing. (f) Seller and Purchaser agree'that the within transaction is a barqain sale. ~nder threat of condemnation. . . . g) This contract is expressly contingent upon the resolution ~o the satisfacti of the City, in City's sole discretion, of certain claims or the potential for cla between the City and James Trueman arising in connection with the Trueman N( 20. ~f this proposal ~ accepted by Seller in ~vrlting and Purchaser receives notice of such acceptance on or before · Auqust 10 ,19 83 , this instrument shall become a contract between Seller and Purchaser and shall ~ure ~ the Benefit ~the ~eirs, successors and assigns of such parties, except as stated in paragraph 7. Broker ~,,,, {he C~ty o~ Aspen, by Wayne V. Chapman, City Manager By: (The following section to be completed by Seller and Listing Agent) 21. Seller accepts the above proposal this day of ,19 aaa agree~ topay a commission of % of the purchase price for services in this transaction, and agrees that, in the event of forfeiture of ~ayments and things of value received hereunder, such payments and things of value shall be divided between listing b~'oker and Seller, one-half thereof to said broker, but not to exceed the commission, and the 1[..~'"' -Sandor W. Shaper~ / · Seller'sAddress B008 Girard Avenue, Suite 410, La Jolla, California 92037 Listing Broker's Name and Address · Commercial Project Subdivision Agreement. MUTUAL RELEASE AND INDEMNITY This Release, done as of the date last below signed, by and .between the City of Aspen, Colorado, a municipal corporation and home-rule city (h~rein "City"), and James~ R. Trueman of Columbus, Ohio (herein "Tr. uem. an"). WI TNE S SETH: WHEREAS, Trueman is the developer and owner 'of that certain project in Aspen known as the Trueman Neighborhood Commercial Pro- ject ("TNCP"); and ~ WHEREAS, Trueman .and the City are ~esirous of compromising and set~iing the claims arising as a result of that certain Pro- missory Note of April 8, 1977, from T~ueman to the City in connec- NOW, THEREFORE, the parties hereby each agree to release and indemnify the other from the above-referenced claim in considera- tion of the'mutual terms, conditions and covenants contained here- in, as follows: _ :.~ _ .:.1) Trueman and the City agree that the residential park .dedication fee, under the terms of the SPA agreement for the Trueman Cen~er, is $15,532 which is the' 1977 fee of ......... $10,726.65 at 7% interest for 2,336' days (April 8, 7977, -through August 31, 1983). This fee will be applied by the City and Trueman to reduce the principal amount of a note as discussed in paragraph 3). 2) Trueman and the City agree that the commercial park dedication' fee to be paid by Trueman is '$30,000 and constitutes full satisfaction of any commercial park dedication fee which Trueman may owe the City pursuant to the SPA agreement for the'Trueman Center. The fee will also be applied by the City and Trueman to reduce {he principal amount of a note as discussed in paragraph 3) Trueman agrees to accept a new promissory note from the City of Aspen in full and complete satisfaction of the ~ $300,000 promissory note from Sandor Shapery for purchase of Lot 3 of the TNCP. The terms of the note from the City shall be: .... (a) The principal amount of the note is $254,468 arrived at by reducing the $300,000'note from ~ .... Shapery by the residential park dedication fee set ur - forth in paragraph 1) in the amount of $15,532 and -- - the commercial park dedication fee set .forth in _ paragraph 2) in the amount of $30,000. (b) The City will pay Trueman 6% annual interest, pay- - .~- able' quarterly, for thr~e years beginning on the date of closing; _ (~'}.. Th~ principal, amount of the note, $25~,~_unpaid and accrued interest,, will be due and payable by _.. ~he City three years from the date of closing; -- (d) Trueman shall execute and deliver a Release of Deed =~ of Trust and/or release of any other~ encumbrances . ._ oq Lot 3 at time of del_ivery of the Note herein - described2 ~ --- 4) This release shall not release or ~perate as a waiver by the City.of Trueman, his successors apd 9~sign~, of any ~on-~onetary qbligations or other ~inding _~on~i~ions of /approval ~running to the benefit of the City included in 'that certain Subdivision Agreement of. April 8, 1977. 5) This settlement proposal is subject to approval by the City Council at a City Council meeting and is also con- tingent upon the City's purchase of Lot 3 of the Trueman S~bdivision from Sandor Shapery. 6) Upon the happening of the above-described conditions, the City and Trueman release, waive and discharge each other frbm any claim~ or associated costs arising from 2 that certain Promissory Note Of April 8, 1977, from Trueman to the City in connection with TNCP. Further, each party hereto indemnifies the other against any claims and associated costs accruing after the date of this release arising from the ~bligations hereby released. 7) Miscellaneous. (a) In the event that either party hereto institutes legal action to enforce any of the provisions herer of, the prevailing party in such action' shall be entitled to its reasonable attorneys fees and " costs, including expert witness fees. (b) Venue for any action hereunder is stipulated to be in the uourts of Pitkin County, Colorado. (c) This agreement may not be modified in any respect except in a'writing signed by the parties and the signature of Aspen to any modification document shall be authorized by a Resolution of the Aspen City Council. I~ WITNESS WHEREOF, the parties have set their hands and seals. CITY OF ASPEN: By: William L. Stirling, Mayor ATTEST: ~ APPROVED AS TO FORM City Attorney JAMES R. TRUEMAN: By: ,.. STATE OF .. ~ County of ) The foregoing inst~rument was acknowledged before me this day of , 1983~ by James R. Trueman. WITNESS MY HAND AND OFFICIAL SEAL. My commission expires: ..... Notary Public Address ~ ...... :_ . .... . _.: .... ..~,~._~_~.~.~ .... ,,~.~_,...?~.-. ~x~:.. ..... ~_,______.~ ~ ~"" ' ~: O Promissory Note S.....~ ~.,.~.9. ~..0.~ ............................. .~ ..... COorado .................................. I'~.~.. FOR VALUE RECEIVED...~.... pronfi~ to pay ~o the order of .,.~,..~,~,,~.~,~.~.~ .......... .... ~.9.~.~ ~ ~.~. ................................................................................................................................................... ~( ............. ~.~ ~.~.~...~.~.~.~ ~ ~. ............... ~:~:~.:~ =.~=.:~.~.....~,~.~=:..~.,~:~.~.~ tbe rate of,.~;~..,~.~., ff per annum: pnncipal and inte~st shall be payable in the lbllowing maturer: Principal and interest payabl~ issuance by the City of Aspen of a Certificate of Occu- pancy for the neighborhood commercial development to be placed on Lot 1, Trueman N~f~hborhood Comme-r~i~l'P~C't~- or on June 1, 1978, whichever first occurs; PROVIDED, however, that the principal shall be adjusted in ac6ordance with the terms of Paragraph 8 of the Sub- division Agreement for Trueman Neighborhood Commercial Project, dated ~a~ f 19.77. -'" The maker ... shall have the right to make prepayments in any amount at any time. Failure to pay when due any installment of principal or interest, or any part thereof, shall cause this entire note to become due and collectible at once at the option of the holder hereof, in which case accrued interest and principal shall, from and after the date of such del'auld, bear interest at S~E~3....L7.).....z$ per annum, In the event this note be collected by an attorney, by suit or otherwise. maker ... agree 8. to pay a reasonable attorney's fee. Thc maken, endoners, sureties and guarantors of this note scvcnflly waive presentment for payment, notice of non-payment, protest, and notice of protest. THIS PROMISSORY NOTE IS ....~. SECURED ApI~ ro~cd fornl Ol' thc 4/70