HomeMy WebLinkAboutContract 1795References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item.
Any item above containing "***'' has been omitted due to text length limitations.
Borrower: CITY OF COLUMBIA HEIGHTS Lender:
820 40TH AVE NE
COLUMBIA HEIGHTS, MN 55421
STATE BANK & TRUST
WEST FARGO OFFICE
409 Sheyenne Street
PO Box 616
West Fargo, ND 58078
(701) 282-4403
Principal Amount: $6,494.00 Interest Rate: 5.750% Date of Note: June 2, :)-004
PROMISE TO PAY. CITY OF COLUMBIA HEIGHTS ("Borrower") promises to pay to STATE BANK & TRUST ("Lender"), or order, in lawful
money of the United States of America, the principal amount of Six Thousand Four Hundred Ninety-four & 00/100 Dollars ($6,494.00), together
with interest at the rate of 5.750% per annum on the unpaid principal balance from June 2, 2004, until paid in full.
PAYMENT. Borrower will pay this loan in 60 payments of 9126.25 each payment. Borrower's first payment is due September 2, 2004, and all
subsequent payments ave due on the same day of each month after that. Borrower's final payment will be due on August 2, 2009, and will be
for all principal and all accrued interest not yet paid. Payments include principal and interest. Unless otherwise agreed or required by applicable
law, payments will be applied first to any accrued unpaid interest; then to principal; then to any unpaid collection costs; and then to any late
charges. The annual interest rate for this Note is computed on a 365/360 basis; that is, by applying the ratio of the annual interest rate over a
year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding.
Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing.
PREPAYMENT. Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the date of the loan and will not be
subject to refund upon early payment (whether voluntary or as a result of default), except as otherwise required by law. Except for the
foregoing, Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed
to by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments under the payment schedule. Rather, early
payments will reduce the principal balance due and may result in Borrower's making fewer payments. Borrower agrees not to send Lender
payments marked "paid in full", "without recourse", or similar language. If Borrower sends such a payment, Lender may accept it without
losing any of Lender's rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender. All written
communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes
"payment in full" of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be
mailed or delivered to: [~TATE BANK & TRUST, WEST FARGO OFFICE, 409 Sheyenne Street, PO Box 616, West Fargo, ND 58078.
LATE CHARGE. If a payment is 28 days or more late, Borrower will be charged 5.000% of the unpaid portion of the regularly scheduled
payment or 925.00, whichever is greater.
INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, the total sum due under this Note will bear interest from
the date of acceleration or maturity at the interest rate on this Note. The interest rate will not exceed the maximum rate permitted by applicable
law.
DEFAULT. Each of the following shall constitute an event of default ("Event of Default") under this Note:
Payment Default. Borrower fails to make any payment when due under this Note.
Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Note or in
any of the related documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement
between Lender and Borrower.
Default in Favor of Third Parties. Borrower or any Grantor defaults under any loan, extension of credit, security agreement, purchase or
sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower's property or
Borrower's ability to repay this Note or perform Borrower's obligations under this Note or any of the related documents.
False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this
Note or the related documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false
or misleading at any time thereafter.
Death or Insolvency. The death of Borrower or the dissolution or termination of Borrower's existence as a going business, the insolvency
of Borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of
creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower.
Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help,
repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the loan.
This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default shall
not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or
forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or
a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate
reserve or bond for the dispute.
Events Affecting Guarantor. Any of the preceding events occurs with respect to any guarantor, endorser, surety, or accommodation party
of any of the indebtedness or any guarantor, endorser, surety, or accommodation party dies or becomes incompetent, or revokes or
disputes the validity of, or liability under, any guaranty of the indebtedness evidenced by this Note. In the event of a death, Lender, at its
option, may, but shall not be required to, permit the guarantor's estate to assume unconditionally the obligations arising under the guaranty
in a manner satisfactory to Lender, and, in doing so, cure any Event of Default.
Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or
performance of this Note is impaired.
Insecurity. Lender in good faith believes itself insecure.
Cure Provisions. If any default, other than a default in payment is curable and if Borrower has not been given a notice of a breach of the
same provision of this Note within the preceding twelve (12) months, it may be cured if Borrower, after receiving written notice from
Lender demanding cure of such default: (1) cures the default within fifteen (15) days; or (2) if the cure requires more than fifteen (15)
PROMISSORY NOTE
(Continued)
Page 2
law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the debt against any and all
such accounts, and, at Lender's option, to administratively freeze all such accounts to allow Lender to protect Lender's charge and setoff rights
provided in this paragraph.
SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and upon Borrower's heirs, personal representatives,
successors and assigns, and shall inure to the benefit of Lender and its successors and assigns.
NOTIFY US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES. Please notify us if we report any inaccurate
information about your account(s) to a consumer reporting agency. Your written notice describing the specific inaccuracy(les) should be sent to
us at the following address: STATE BANK & TRUST 3100 13th Avenue South Fargo, ND 58106-0877
GENERAL PROVISIONS. Lender may delay or forgo enforcing any of its rights or remedies under tills Note without losing them. Borrower and
any other person who signs, guarantees or endorses this Note, to the extent allowed by law, waive presentment, demand for payment, and
notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note,
whether as maker, guan~ntor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew
or extend (repeatedly and for any length of time) this loan or release any party or guarantor or collateral; or impair, fail to realize upon or perfect
Lender's security interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone.
All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the
modification is made. The obligations under this Note are joint and several.
PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE. BORROWER AGREES TO THE
TERMS OF THE NOTE.
BORROWER ACKNOWLI-'DGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.
BORROWER:
CITY OF COLUMBIA HEIGI~ , ~/
WALTER FEHST, CITY MANAGER d~ CITY OF
COLUMBIA HEIGHTS
LASER PRO Landing. Var. 5.24.00.003 Copt. Ha,land Finan=lal SoluRons, Inc. 1997, 2004. All Rights Reserved. - ND N:~APPS~CFIWIN~CFI~LPL~D20. FC TR-2893D PR-ia4
DISBURSEMENT REQUEST AND AUTHORIZATION
References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item.
Any item above containing "***" has been omitted due to text length limitations.
Borrower:
CITY OF COLUMBIA HEIGHTS
820 40TH AVE NE
COLUMBIA HEIGHTS, MN 55421
WEST FARGO OFFICE
09 Sheyenne Street
~'~,~-~0 Box 616
~{~t Fargo, ND 58078
(7 ~1~82-4403
LOAN TYPE. This is a Fixed Rate (5.750%) Nondisclosable Loan to a Government Entity for $6,494.00 due on August 2, 2009.
PRIMARY PURPOSE OF LOAN. The primary purpose of this loan is for:
[] Personal, Family, or Household Purposes or Personal Investment.
[] Business {~lncluding Real Estate Investment).
SPECIFIC PURPOSE. The specific purpose of this loan is: LIGHTING RETROFIT.
DISBURSEMENT INSTRUCTIONS. Borrower understands that no loan proceeds will be disbursed until all of Lender's conditions for making the
loan have been satisfied. Please disburse the loan proceeds of $6,494.00 as follows:
Amount paid to others on Borrower's behalf: $6,294.00
$6,294.00 to ADVANCED ENERGY MANAGEMENT
Total Financed Prepaid Finance Charges: $200.00
$200.00 Loan Fee
Note Principal: $6,494.00
FINANCIAL CONDITION. BY SIGNING THIS AUTHORIZATION, BORROWER REPRESENTS AND WARRANTS TO LENDER THAT THE
INFORMATION PROVIDED ABOVE IS TRUE AND CORRECT AND THAT THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN BORROWER'S
FINANCIAL CONDITION AS DISCLOSED IN BORROWER'S MOST RECENT FINANCIAL STATEMENT TO LENDER. THIS AUTHORIZATION IS
DATED JUNE 2, 2004.
BORROWER:
CITY OF COLUMBIA HEIGHTS
WALTER FEHST; ClTY~'MANAGER o¢ CITY OF
COLUMBIA HEIGHTS
LASER PRO Landing, V~. 5.24.CO.CO3 Capt. Harl~d F~nan=ial Solutions, Inc. 1997, 20O4. All Right= Reaorvad. - ND N:~APPS~CFIWIN~CFL~LPL~I20.FC TR-28930 PR-lO4
CITY OF COLUMBIA HEIGHTS
820 40Th AVENUE N.E,, COLUmbia HEIGhTS~ MN 55421-2996
(763) 706-3690; TDD (763) 706-3692
June 1, 2004
PUBLIC LIBRARY
Board of Trustees
Barbara Miller
Chair
Patricia Sowada
Vice-Chair
Audrey Hyatt
Secretary
Nancy Hoium
Catherine Vesley
Members at large
Julienne Wyckoff
Council Liaison
M. Rebecca Loader
Library Director
Shannon Dye
Assistant Vice President
State Bank & Trust
P.O. Box 616
West Fargo, ND ~58078
Dem' Ms. Dye:
Enclosed please fred the following documents relating to the Columbia Heights Public
Library's loan request under the Xcel Energy Financing Program. Because the Library is
part of the City of Columbia Heights, all documents are completed in the name of the
City:
· Governmental Certificate
· Opinion of Counsel
The installation was completed May 20, 2004, and all paperwork was forwarded to Xcel
by Advanced Energy Management.
If you have any questions, please give me a call.
Very truly yours,
M. Rebecca Loader
Library Director
MRL/lml
Encs.
THE CITY Of COLUMBIA HEIGHTS DOES NOT DISCRIMINATE ON THE BASIS Of DISABILITY iN EMPLOYMENT OR THE PROVISION OF SERVICES
EQUAL OPPORTUNITY EMPLOYER
GOVERNMENTAL CERTIFICATE
References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item.
Any item above containing "***" has been omitted due to text length limitations.
Entity: CITY OF COLUMBIA HEIGHTS Lender:
820 40TH AVE NE
COLUMBIA HEIGHTS, MN 55421
STATE BANI( & TRUST
WEST FARGO OFFICE
409 Sheyenne Street
PO Box 616
West Fargo, ND 58078
(701) 282-4403
I, THE UNDERSIGNED, DO HEREBY CERTIFY THAT:
THE ENTITY'S EXISTENCE. The complete and correct name of the governmental entity is CITY OF COLUMBIA HEIGHTS ("Entity"). The Entity
is a governmental entity which is, and at all times shall be, duly organized, validly existing, and in good standing under and by virtue of the laws
and regulations of the State of Minnesota The Entity has the full power and authority to own its properties and to transact the business and
activities in which it is presently engaged or presently proposes to engage. The Entity maintains an office at 820 40TH AVE NE, COLUMBIA
HEIGHTS, MN 55421. The Entity shall do all things necessary to preserve and to keep in full force and effect its existence, rights and
privileges, and shall comply with all regulations, rules, ordinances, statutes, orders and decrees of the Entity and any other governmental or
quasi-governmental authority or court applicable to the Entity and the Entity's business activities.
CERTIFICATES ADOPTED. At a meeting of the appropriate governing body of the Entity, duly calied and held on
which a quorum was present and voting, or by other duly authorized action in lieu of a meeting, the resolutions set forth in this Certificate were
adopted.
OFFICIAL. The following named person is an Official of CITY OF COLUMBIA HEIGHTS:
NAMES TITLES AUTHORIZED ,ACTUAL SIGNATURES.
ACTIONS AUTHORIZED. The authorized person listed above may enter into any agreements of any nature with Lender, and those agreements
will bind the Entity. Specifically,.~but without limitation, .the authorized person is authorized, empowered, an~ directed to do the following for
and on behalf of the Entity:.. ·
Borrow Money. To borrow, as a cosigner'or~ ~therwisel from time to time from Lender, on ~uch terms as may be agreed upon between the
Entity and Lender, such sum or sums of money as in his or her judgment should be borrowed, without limitation.
Execute Notes. T~'e×e'cute and deliver to Lender the promissory note or notes, or other evidence of the Entity's credit'accOmmodations, o5
Lender's forms, at s'tJch rates of interest and on such terms as may be agreed upon, evidencing the sums of money so borrowed or any of
the Entity's indebtedness to Lender, and also to execute and deliver to Lender one or more renewals, extensions, modifications,
refinancings, consolidations, or substitutions for one or more of the notes, any portion of the notes, or any other evidence of credit
accommodations.
Grant Security. To mortgage, pledge, transfer, endorse, hypothecate, or otherwise encumber and deliver to Lender any property now or
hereafter belonging to the Entity or in which the Entity now or hereafter may have an interest, including without limitation all of the Entity's
real property and all of the Entity's personal property (tangible or intangible), as security for the payment of any loans or credit
accommodations so obtained, any promissory notes so executed (including any amendments to or modifications, renewals, and extensions
of such promissory notes), or any other or further indebtedness of the Entity to Lender at any tim~ owing, however the same may be
evidenced. Such property may be mortgaged, pledged, transferred, endorsed, hypothecated or encumbered at the time such loans are
obtained or such indebtedness is incurred, or at any other time or times, and may be either in addition to or in lieu of any property
theretefore mortgaged, pledged, transferred, endorsed, hypothecated or encumbered.
Execute Security Documents. To execute and deliver to Lender the forms of mortgage, deed of trust, pledge agreement, hypothecation
agreement, and other security agreements and financing statements which Lender may require and which shall evidence the terms and
conditions under and pursuant to which such liens and encumbrances, or any of them, are given; and also to execute and deliver to Lender
any other written instruments, any chattel paper, or any other collateral, of any kind or nature, which Lender may deem necessary or proper
in connection with or pertaining to the giving of the liens and encumbrances.
Negotiate Items. To draw, endorse, and discount with Lender all drafts, trade acceptances, promissory notes, or other evidences of
indebtedness payable to or belonging to the Entity or in which the Entity may have an interest, and either to receive cash for the same or to
cause such proceeds to be credited to the Entity's account with Lender, or to cause such other disposition of the proceeds derived
therefrom as he or she may deem advisable.
Further Acts. In the case of lines of credit, to designate additional or alternate individuals as being authorized to request advances under
such lines, and in all cases, to do and perform such other acts and things, to pay any and all fees and costs, and to execute and deliver
such other documents and agreements, including agreements waiving the right to a trial by jury, as the Official may in his or her discretion
deem reasonably necessary or proper in order to carry into effect the provisions of this Certificate.
ASSUMED BUSINESS NAMES. The Entity has filed or recorded all documents or filings required by law relating to all assumed business names
used by the Entity. Exdluding the name of the Entity, the following is a complete list of all assumed business names under :wl~ich the Entity does
business: None. .. · . .:. ~...' ." ...... ~ .
NOTICES TO LENDER. The Entity will promptly n'o~if;¢ '£ender in Writing ak Eender's 'addr~s~':shown above (or such bther addresses as Lender
may designate from time to time) prior to any IA) change in the Entity's name; (B) change in the Entity's assumed business name(s); (C)
change in the structure of the [~ntity;.: (D) change .in the authorized signer(s); (E) change in the Entty's pr nqipal._of.f.!ce address; IF) change in
the Entity's principal residence; or (G)... change in any other aspect of the Entity that directly .or indirectly relates :t'o. any agreements between the
Entity and Lender.
CERTIFICATION CONCERNING OFFICIALS AND CERTIFICATES. The Official named above is dul~ elected, appointed, or employed by or for the
Entity, as the case may be, and occupies the position set opposite his or her respective name. This Certificate now stands of record on the
books of the Entity, is in full force and effect, and has not been modified or revoked in any manner whatsoever.
CONTINUING VALIDITY. Any and all acts authorized pursuant to this Certificate and performed prior to the passage of this Certificate are
GOVERNMENTAL CERTIFICATE
(Continued)
Page 2
hereby ratified and approved. This Certificate shall be continuing, shall remain in full force and effect and Lender may rely on it until written
notice of its revocation shall have been delivered to and received by Lender at Lender's address shown above (or such addresses as Lender may
designate from time to time). Any such notice shall not affect any of the Entity's agreements or commitments in effect at the time notice is
given.
IN TESTIMONY WHEREOF, I have hereunto set my hand and attest that the signature set opposite the name listed above is his or her genuine
signature.
I have read all the provisions of this Certificate, and I personally and on behalf of the Entity cej'tify that all statements and representations made
/
CERTIFIED TO AND ATTESTED BY:
WALTER FEHST, ~CTTY MANAGER of CITY OF
COLUMBIA HEIGHTS
NOTE: If the Official signil~g this Certificate is das[gna~ed by the forego~n~J document as~ one of the officials authorized to act on the Entit~/'s behalf,' it is advisable to have this Certificate.signed by
at least one non-authorized official of the Entity.
RICHARD A. MERRILL
DARRELL A. JENSEN
JEFFREY S. JOHNSON
RUSSELL H. CROWDER
JON P. ERICKSON
THOMAS R MALONE
MICHAEL E HURLEY
DOUGLAS G. SAUTER
HERMAN L TALLE
CHARLES M. SEYKORA
DANIEL D. GANTER, JR.
BEVERLY K. DODGE
JAMES D. HOEFT
JOAN M. QUADE
JOHN T. BUCHMAN
SCOTT M. LEPAK
Barna, Guzy & Steffen, Ltd.
ATTORNEYS AT LAW
400 Northtown Financial Plaza
200 Coon Rapids Boulevard
Minneapolis, MN 55433-5894
(763) 780-8500 FAX (763) 780-1777
1-800-422-3486
www. bgslaw, com
OPENION OF COUNSEL
May 28, 2004
STEVEN G. THORSON
ELIZABETH A. SCHADING
WILLIAM E HUEFNER
BRADLEY A. KI.ETSCHER
KRISTI R. RILEY
WILLIAM D. SIEGEL
JENNIFER C. THULIEN SMITH
KARIN E. SIMONSON
MATTHEW A. KOROGI
EDWARD (TED) E SHEU
Retired
ROBERT A. GUZY
BERNARD E. STEFFEN
1931-2002
I have acted as counsel for the City of Columbia Heights in connection with the terms
and conditions of the Promissory Note payable to State Bank & Trust dated &, ~-, 0 5c ~
2004.
In this capacity, I have examined the Promissory Note, and such laws, documents,
certificates, and other instruments as I have deemed necessary for the purpose of this opinion.
Based upon the foregoing, it is my opinion that:
1. The City of Columbia Heights is a municipal corporation duly organized, existing
and in good standing under the laws of the State of Minnesota and is qualified to transact
business.
2. The City Manager has full power to execute and deliver the Promissory Note and
to perform its obligations under the Promissory Note.
3. All corporate action by the City of Columbia Heights, and all consents and
approvals of any persons necessary to the validity of the Promissory Note has been duly taken,
and the Promissory Note do es not conflict with any provisions of the charter or bylaws of the
City of Columbia Heights, or of any applicable laws or any other agreement binding the City of
Columbia Heights or its property of which I have imowledge.
able
By:
C~~ty Attorney
Barna, Guzy & Steffen, Ltd.
400 Northtown Financial Plaza
200 Coon Rapids Boulevard
Coon Rapids, MN 55433
4. The Promissory Note has been duly executed by, and is a valid and binding
obligation of the City of Columbia Heights enforceable in accordance with its terms, except as
limited by banlcruptcy, insolvency, reorganization, moratorium, or other similar laws affecting
creditor's principles.
(243233_t)
PROMISSORY NOTE
- ; ~ I~:~ , a.~ t tip,<.j
~ ~ . ~ ,
Principal Loan Date ~atttrity Loan No tail /con " ;Account (affiG~r f»itial5
_$9,316.15 02-10-.2003 04-10-200$:: 507?5 4 ~oo~l 5RT
References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item.
Any item above containing "***" has been omitted due to text length limitations.
BOCCOWer: City of Columbia Heights Lender' State Bank of West-Fargo
590 40 Avenue NE ~ 409 Sheyenne Street
Columbia Heights, MN 55421 P.O. Box 616
~4
West Fargo~ND „58078-0616 ( `.' ° ~~ ~. `~ C `y
Principal Amount: $9,316.15 Interest Rate: 1.900% Date of Note: February 10, 2003
PROMISE TO PAY. City of Columbia Heights ("Borrower") promises to pay to State Bank of West Fargo ("Lender"), or order, in lawful money of
the United States of America, the principal amount of Nine Thousand Three Hundred Sixteen & 15/100 Dollars ($9,316.15), together with
interest at the rate of 1.900% per annum on the unpaid principal balance from February 10, 2003, until paid in full.
PAYMENT. Borrower will pay this loan in 60 payments of $163.51 each payment. Borrower's first payment is due May 10, 2003, and all
subsequent payments are due on the same day of each month after that. Borrower's final payment will be due on April 10, 2008, and will be
for all principal and all accrued interest not yet paid. Payments include principal and interest. Unless otherwise agreed or required by applicable
law, payments will be applied first to accrued unpaid interest, then to principal, and any remaining amount to any unpaid collection costs and
!ate charges. The annual interest rate for this Note is computed on a 365!360 basis; that is, by applyinn~ the ratio of the annua! irteres± ra±e
over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is
outstanding. Borrower will pay lender at Lender's address shown above or at such other place as Lender may designate in writing.
PREPAYMENT. Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the date of the loan and will not be
subject to refund upon early payment (whether voluntary or as a result of default), except as otherwise required by law. Except for the
foregoing, Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed
to by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments under the payment schedule. Rather, early
payments will reduce the principal balance due and may result in Borrower's making fewer payments. Borrower agrees not to send Lender
payments marked "paid in full", "without recourse", or similar language. If Borrower sends such a payment, Lender may accept it without
losing any of Lender's rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender. All written
communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes
"payment in full" of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be
mailed or delivered to: State Bank of West Fargo, 409 Sheyenne Street, P.O. Box 616, West Fargo, ND 58078-0616.
LATE CHARGE. If a payment is 28 days or more late, Borrower will be charged 5.000% of the unpaid portion of the regularly scheduled
payment or $25.00, whichever is greater.
INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, the total sum due under this Note will bear interest from
the date of acceleration or maturity at the interest rate on this Note. The interest rate will not exceed the maximum rate permitted by applicable
law.
DEFAULT. Each of the following shall constitute an event of default ("Event of Default") under this Note:
Payment Default. Borrower fails to make any payment when due under this Note.
Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Note or in
any of the related documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement
between Lender and Borrower.
Default in Favor of Third Parties. Borrower or any Grantor defaults under any loan, extension of credit, security agreement, purchase or
sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower's property or
Borrower's ability to repay this Note or perform Borrower's obligations under this Note or any of the related documents.
False Statements. Any warranty, representation or statement rnade or furnished to Lender by Borrower or on Borrower's behalf under this
Note or the related documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false
or misleading at any time thereafter.
Death or Insolvency. The death of Borrower or the dissolution or termination of Borrower's existence as a going business, the insolvency
of Borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of
creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower.
Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help,
repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the loan.
This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default shall
not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or
forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or
a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate
reserve or bond for the dispute.
Events Affecting Guarantor. Any of the preceding events occurs with respect to any guarantor, endorser, surety, or accommodation party
of any of the indebtedness or any guarantor, endorser, surety, or accommodation party dies or becomes incompetent, or revokes or
disputes the validity of, or liability under, any guaranty of the indebtedness evidenced by this Note. In the event of a death, Lender, at its
option, may, but shall not be required to, permit the guarantor's estate to assume unconditionally the obligations arising under the guaranty
in a manner satisfactory to Lender, and, in doing so, cure any Event of Default.
Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or
performance of this Note is impaired.
Insecurity. Lender in good faith believes itself insecure.
Cure Provisions. If any default, other than a default in payment is curable and if Borrower has not been given a notice of a breach of the
same provision of this Note within the preceding twelve (12) months, it may be cured (and no event of default will have occurred) if
Fjc.rn~n/are after rereiyjn~ ~n,rittn,.n nn±ira frnr2, I eerier deman,,jin~ Cnr{? nf.. crJrh da_f3ult: f9),...G~r$..5. ff?A daf=tSlt tiNttF'..:n..fiftoan (1 @1_days~ nr 1?)
if the cure requires more than fifteen (15) days, immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient
to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as
reasonably practical.
LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal balance on this Note and all accrued unpaid interest
immediately due, and then Borrower will pay that arrtount.
ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower will pay
Lender that amount. This includes, subject to any limits under applicable law, Lender's reasonable attorneys' fees and Lender's legal expenses,
whether or not there is a lawsuit, including reasonable attorneys' fees, expenses for bankruptcy proceedings (including efforts to modify or
vacate any automatic stay or injunction), and appeals. If not prohibited by applicable law, Borrower also will pay any court costs, in addition to
all other sums provided by law.
JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Lender
or Borrower against the other.
GOVERNING LAW. This Note will be governed by, construed and enforced in accordance with federal law and the laws of the State of North
Dakota. This Note has been accepted by Lender in the State of North Dakota.
CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of Cass County,
State of North Dakota.
DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $20.00 if Borrower makes a payment on Borrower's loan and the check or
preauthorized charge with which Borrower pays is later dishonored.
RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower's accounts with Lender (whether
checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may
open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by
law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the debt against any and all
PROMISSORY NOTE
Loan No: 50775 (COntinued) Page 2
such accounts, and, at Lender`s option, to administratively freeze all such accounts to allow Lender to protect Lender's charge and setoff rights
provided in this paragraph.
SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and upon Borrower's heirs, personal representatives,
successors and assigns, and shall inure to the benefit of Lender and its successors and assigns.
NOTIFY US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES. Please notify us if we report any inaccurate
information about your account(s) to a consumer reporting agency. Your written notice describing the specific inaccuracy(ies) should be sent to
us at the following address: State Bank of West Fargo 409 Sheyenne Street West Fargo, NCB 58078-0616
GENERAL PROVISIONS. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. Borrower and
any other person who signs, guarantees or endorses this Note, to the extent allowed by law, waive presentment, demand for payment, and
notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note,
whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew
or extend (repeatedly and for any length of time) this loan or release any party or guarantor or collateral; or impair, fail to realize upon or perfect
Lender's security interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone.
All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the
modification is made. The obligations under this Note are joint and several.
PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE. BORROWER AGREES TO THE
TERMS OF THE NOTE.
BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.
BORROWER:
CITY O C LUMBI IGHTS
By:
K i anse ire or of Public ks of City of
C lu bia Heig
}e
By: ~, ,~
Walt Fehst,~City Manager of City of Columbia
Heights
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