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HomeMy WebLinkAboutContract 1513CITY OF COLUMBIA HEIGHTS 590 40TH AVENUE N.E., COLUMBIA HEIGHTS, MN 55421-3878 (6 ! 2) 782-2800 TDD 782-2806 PLEASE NOTE: C[TY HALL PHONE NUHBERS HAVE CHANGED NE~ NUMBERS ARE: MAIN NUMBERS(?63)?06-3600; TDO (763)706-3691 COMMUNITY DEVELOPMENT Mayor: Gary L. Petei Councilmem~e Donald G. Jol Marlaine Szurek Julienne Wyckoff John Hunter City Manager: ~alter R. Fehst April 20, 2000 Larry E. Pietrzak Northeast State Bank 3989 Central Avenue NE. Columbia Heights, MN 55421 RE: Independent Product Conversion, Inc. Dear Mr. Pietrzak: Attached you will find the signed letter dated April 14, 2000, with the City of Columbia Heights City Manager, Waiter Fehst's signature of acceptance to the change from Independent Product Conversion, Inc. to Midwest Converting, Inc. The original loan was issued on April 18, 1996, as part of our Business Revolving Loan Fund Program in the amount of $25,000. Please forward signed copies of the referenced forms for our files. Thank you in advance for your assistance in this transition. C~mmunity Development Director C: Walt Fehst, City Manager Independent Product Conversion, Inc. Day file Attachment H NX4 EMOS\Pietrzak.wpd THE CITY OF COLUMBIA HEIGHTS DOES NOT CHSCRIMINATE ON THE BASIS OI= DISABILITY IN EMPLOYMENT OR THE PROVISION OF SERVICES EQUAL OPPORTUNITY EMPLOYER Northeast Apfill4,2000 Mr. Kenneth Anderson, Community Development Director C/O City of Columbia Heights 590 40th Ave. NE. Columbia Heights, MN 55421 . l/ Your Independent Community Bank 3989 Centrai Ave. N.E. Columbia Heig"ts. MN 55421 612,788-3351 FAX 612.788-9355 Mem2er FD.I C, RE: Independent Product Conversion, inc. Dear Ken: Effective March 15, 2000 the above referenced has merged with Midwest Converting, Inc., a corporation owned by Joseph Genosky. As you are aware, the City of Columbia Heights purchased a $25,000.00 loan from Northeast Bank under the city's 5% Business Revolving Loan Fund as of April 18, 1996. Currently, $5,969.01 plus accrued interest is owing against this obligation. Northeast Bank is presently working with our law firm, Bama, Guzy & Steffen, LTD to modify our documents to reflect this change. No modification of terms or conditions, shall change, merely a name change will occur. I enclose for your files the following: a) Certificate of Merger b) Modification and Continuing Guaranty Agreement c) Secretarfs Certificate of Midwest Converting, Inc. d) Joint action in writing by the Board of Directors & shareholders of Midwest Converting, Inc. Please review these documents and remm a copy acknowledging acceptance to this change. ~. ~,~Zc eakp r~s ' den7 Dated:Accepted by." ~ t ' ''~'' ' LEP:ss MODIFICATION AND CONTINUING GUARANTY AGREEMENT THIS MODIFICATION . A~ CONTINUING GUARANTY AGREEMENT ("Agreement"), is effective as of the x r day of April, 2000, by and between Midwest Converting, Inc., a Minnesota corporation ("B~rrower"), and Northeast Bank, a Minnesota corporation ("Lender"), and Joseph J. Genosky ("Guarantor"). RECITALS: On April 18, 1996, Independent Product Conversions, Inc., a Minnesota corporation ("Independent") did execute and deliver to Lender its Fixed Rate Commercial Promissory Note ("Note No. 1") in the principal mount of $25,000 with interest thereon as set forth therein, which Note No. 1 called for the payment of all unpaid principal and'interest thereon, on or before April 18, 2001 and which has an outstanding principal balance as of the date of this Agreement orS 5~969.91; The Note No. 1 was secUred by a Security Agreement dated April 18, 1996, executed by Independent in favor of Lender against certain personal property described in the Security Agreement ("Security Agreement No. 1"), and by a Commercial Continuing Guaranty (Unlimited), dated April 18, 1996, executed by Guarantor in favor of Lender ("Guaranty No. 1"); On December 23, 1999, Independent did execute and deliver to Lender its Commercial/Agricultural Revolving or Draw Note - Variable Rate (''Note No. 2") in the principal amount of $25,000 with interest thereon as set forth therein, which Note No. 2 called for the payment of all unpaid principal and interest thereon, on or before December 23, 2000, and which has an outstanding principal balance as of the date of this Agreement of $ 0 ' Note No. 2 was secUred by a Commercial Security Agreement dated December 23, 1999, executed by Independent in favor of Lender against certain personal property described in the security Agreement ('"SecUrity Agreement No. 2"), and by a Commercial Continuing Guaranty (Unlimited), dated December 23, 1999, and executed by Guarantor, in favor of Lender ("Guaranty No. 2"). On December 23, 1999, Independent did execute and deliver to Lender its Promissory Note ('`Note No. 3") in the principal amount of $100,000, with interest thereon as set forth therein, which Note No. 3 called for the payment of all unpaid principal and interest thereon, on or before December 23, 2004, and which has an outstanding principal balance as of the date of this Agreement of $ 9 6,3_ 0 0.41. Note No. 3 was secUred by a Security Agreement dated December 23, 1999, executed by Independent in favor of Lender against certain personal property described in the Security Agreement ("Security Agreement No. 3"), and by Guaranty No. 2. Note No. 1, Note No. 2, and Note No. 3 are together hereinafter referred to as "Notes"; Security Agreement No. 1, Security Agreement No. 2, and Security Agreement No. 3 are together hereinafter referred to as "Security Agreements"; Guaranty No. 1 and Guaranty No. 2 are together hereinafter referred to as "Guaranties". By Certificate of Merger dated March 15, 2000, Independent merged with Midwest Converting, Inc., a Minnesota corporation, with the surviving entity being Midwest Converting, Inc., a Minnesota corporation Lender is still the owner and holder of the Notes, Security Agreements and Guaranties, and Borrower is still the owner and holder of the property described in the Security Agreements. The parties hereto wish to clarify their obligations Under the Notes, Security Agreements and Guaranties, with Midwest Converting, Inc. assuming all obligations under the Notes and Security Agreements. NOW, THEREFORE, in consideration of the Premises, the parties hereto, intending to be legally bound hereby, mutually agree as follows: All of the recitals set forth above shall bind the parties hereto and are made a part of this Agreement. The name of the Borrower on the Notes is hereby amended to Midwest Converting, Inc., a Minnesota corporation. Confirmation. Borrower hereby confirms the terms and provisions of the Notes and Security Agreements and hereby assumes, covenants and agrees to pay the outstanding principal balance of the Notes with interest thereon in accordance with the terms 'of the Notes. Representations. Borrower does hereby covenant with Lender that Borrower is now the owner of the Property described in the Security Agreements, upon which the SecUrity Agreements are valid first liens for the amoUnts heretofore or hereafter advanced under the Notes, and for the interest thereon at the rate set forth therein, and that there are no defenses or offsets to the Notes or the Security Agreements, or to the debt evidenced and secured thereby. Nothing hercqn contained shall in any manner whatsoever impair the security of the Security Agreements now held for the indebtedness evidenced by the above-described Notes or alter, waive, annul, vary or effect any provisions, covenants or conditions of the above-described Notes or the Security Agreements, except as specifically modified and amended herein, nor effect or impair any fights, powers or remedies under said Security Agreements, it being the intent of the parties hereto that all the terms, covenants, conditions and agreements of said Notes and Security Agreements shall continue and remain in full force and effect except as modified hereby. The Guarantor hereby consents to this Agreement, and hereby confirms the terms and provisions of the Guaranties, and further agrees that the Guaranties remain in full force and effect and shall continue to secure the full payment of the Notes, and that there are no defenses or offsets to the Guaranties, the Notes or the Security Agreements or to the debt evidenced and secured thereby. Nothing herein contained shall in any manner whatsoever impair the security of the above-described Guaranties now held for the indebtedness evidenced by the Notes, or alter, waive, annul, vary or effect any provisions, covenants or conditions 'of the Guaranties, nor affect or impair any rights, powers or remedies under the Guaranties, it being the intent of the Guarantor that all the terms, covenants, conditions and agreements of said Notes and the Security Agreements, including the Guaranties shall continue and remain in full force and effect except as modified hereby. BORROWER: LENDER: Midwest Converting, Inc. a Minnesota corporation By: JoSh J/Genos~ Its: President Northeast Bank, a Minneso~on ,~ xecu~e Vice Presiden~ GUARANTOR: J°s/91~h J' ~en°s-ky / ~ STATE OF MINNESOTA ) COUNTY OF ) The foregoing instnnnent was acknowledged before me this [~;' .~5 day of April, 2000, by Joseph J. 'Genosky, the President of Midwest Converting, Inc., a Minnesota corporation, on behalf of the corporation. Expires ~m. 31 ~ Notary Public STATE OF MINNESOTA COUNTY OF The foregoing instrument was acknowledged before me tiffs /f: ~ ~ day of April, 2000, by Larry Pietrzak, the Executive Vice President of N0rtheast Bank, a Minnesota corporation, on behalf of thecorpomtion. STATE oF SO,A ) ) S$o COUNTY OF ) Notary Public The foregoing instrument was acknowledged before me this ,.//,f ~ day of April, 2000, by Joseph J. Genosky. ~otary Public DRAFTED BY: BARNA, GUZY & STEFFEN, LTD. 400 Northtown Financial Plaza 200 Coon Rapids Boulevard Minneapolis, MN 55433 Phone: (763) 780-8500 (SLN) 83166 JOINT ACTION IN WRITING BY Tl:[l~ BOARD OF DIRECTORS AND SHAREHOLDERS OF MIDWEST CONVERTING INC. The undersigned, being the sole directors and shareholder of Midwest Converting Inc., a Minnesota corporation (the "Corporation"), take the following action in writing in lieu ora meeting pursuant to Minn. Stat. Sec. 302A.239 and 302A.441. WHEREAS, on April 18, 1996, Independent Product Conversions, Inc., a Minnesota corporation ("Independent") did execute and deliver to Lender its Fixed Rate Commercial Promissory Note ("Note No. 1") in the principal amount of $25,000 with interest thereon as set forth therein, which Note No. 1 called for the payment of all unpaid principal and interest thereon, on or before April 18, 2001; WHEREAS, Note No. 1 was secured by a Security Agreement dated April 18, 1996, executed by Independent in favor of Lender against certain personal property described in the Security Agreement ("Security Agreement No. 1"), and by a Commercial Continuing Guaranty (Unlimited), dated April 18, 1996, executed by Joseph J. Genosky ("Guarantor") in favor of Lender ("Guaranty No. 1"); WHEREAS, on December 23, 1999, Independent did execute and deliver to Lender its Commercial/Agricultural Revolving or Draw Note - Variable Rate ("Note No. 2") in the principal amount of $25,000 with interest thereon as set forth therein, which Note No. 2 called for the payment of all unpaid principal and interest thereon, on or before December 23, 2000. WHEREAS, Note No. 2 was secured by a Commercial Security Agreement dated December 23, 1999, executed by Independent in favor of Lender against certain personal property described in the Security Agreement ("Security Agreement No. 2"), and by a Commercial Continuing. Guaranty (Unlimited), dated December 23, 1999, and executed by Guarantor, in favor of Lender ("Guaranty No. 2"). WHEREAS, on December 23, 1999, Independent did execute and deliver to Lender its Promissory Note ('`Note No. 3") in the principal amount of $100,000, with interes~ thereon as set forth therein, which Note No. 3 called for the payment of all unpaid principal and interest thereon, on or before December 23, 2004. WHEREAS, Note No. 3 was secured by a Security Agreement dated December 23, 1999, executed by Independent in favor of Lender against certain personal property described in the Security Agreement ("Security Agreement No. 3"), and by Guaranty No. 2. WHEREAS, Note No. 1, Note No. 2, and Note No. 3 are together hereinafter referred to as '`Notes"; Security Agreement No. 1, Security Agreement No. 2, and Security Agreement No. 3 are together hereinafter referred to as "Security Agreements"; Guaranty No. 1 and Guaranty No. 2 are together hereinafter referred to as "Guaranties". WHEREAS, by Certificate of Merger dated March 15, 2000, Independent merged with Midwest Converting, Inc., a Minnesota corporation, with the surviving entity being Midwest Converting, Inc., a Minnesota corporation; WHEREAS, the Corporation desires to assume all obligations of the Borrower under the Notes and Security Agreements, and has reviewed a Modification and Continuing Guaranty Agreement ("Modification Agreement") clarifying, the obligations of the Corporation as the Borrower under the Notes and Security Agreements. NOW, THEREFORE, BE IT RESOLVED that the President of the Corporation be, and hereby is, authorized and directed to execute and deliver to the Bank the Modification Agreement and all other documents and instruments that the President may deem necessary or incidental to carry out the purposes of the foregoing resolutions, all of such documents to be in such final form and to contain suCh terms as the President alone may approve, such final approval to be conclusively evidenced by the President's signature thereon. RESOLVED, FURTHER, that the execution and delivery to' the Bank, by the President of the Corporation, in the name and on behalf of the Corporation, of the Modification Agreement is ratified and approved, and the obligations evidenced by such document are accepted as the obligations of the. Corporation. RESOLVED, FURTHER, that the Secretary of the Corporation shall certify to the Bank the names and signatures of the persons who presently are duly elected, qualified and acting as the officers named in the foregoing resolution; the Bank shall be fully protected in relying on such certificate; and the bank shall be indemnified and shall be held harmless by this Corporation from any claims, demands, expenses, loss or damage resulting from or growing out of honoring or relying on the signature or other authority (whether or not properly used), or any officer or person whose name and signature was so certified, or refusing to honor any signature or authority not so certified. RESOLVED, FURTHER, that these actions shall'be effective as of the /fi' day of April, 2000. DIRECTOR and SHAREHOLDER: ~s ep~l~J. Ge~ky ~ 83090 I 2 SECRETARY'S CERTIFICATE OF MIDWEST CONVERTING INC. I, the undersigned, do hereby certify that I am the Secretary of Midwest Converting Inc., a corporation organized and existing under the laws of the State of Minnesota (the "Corporation"). I certify that Exhibit A attached hereto is a tree, correct and complete copy of the resolution duly adopted by the unanimous written consent of the board of directors and shareholders of the Corporation without a meeting; and that said resolution has not been altered, amended, repealed or rescinded and is now in full force and effect. I further certify that Exhibit B and Exhibit C attached hereto are tree, correct and complete copies of the Articles of Incorporation and Bylaws of the Corporation, and that said Articles of Incorporation and Bylaws have not been altered, amended, repealed or rescinded, except as such amendments or alterations are attached to Exhibits B and C, as the case may be, and as amended or altered are now in full force and effect. I further certify that the following persons have been duly elected to and do now hold the offices in the Corporation set forth following their names, and that the signatures set forth opposite the typed names are respectively their tree and genuine signatures: Nartle Joseph J. Genosky Signature / Office President and Secretary I further certify that the following person has been duly elected to and does now hold office as the sole director of the Corporation, and is the sole shareholder of the Corporation, and that the signature opposite his typed name is his tree and genuine signature: Name Simaature IN WITNESS WHEREOF, I have hereunto set my hand this /~day of April, 2000. 83088 I Jj ph ' Genos , S 9B-574 of Minneso/e SECRETARY OF STATE Certificate of Merger I, Mary Kiffmeyer, Secretary of State of Minnesota, certify that: the documents required to effectuate a .terger between the entities listed below and designating the surviving entity have been filed itt this office on the date noted on this certificate; and the qualification of any ....... '";" non-° .... t .... g enti~, to do bus#,.ess it,. Minnesota is terminated on the effective date of this merger. Merger Filed Pursuant to Minnesota Statutes, Chapter: 302A State of Formation and Names of Merging Entities: MN: MIDWEST CONVERTING 1NC. MN: INDEPENDENT PRODUCT CONVERSIONS INC. State of Formation and Name of Surviving Entity: MN: MIDWEST CONVERTING INC. Effective Date of Merger: March 15, 2000 Name of Surviving Entity After Effective Date of Merger: MIDWEST CONVERTING llqC. This certificate has been issued on: March 15 , 2000. ~q:~,:~;, ~: .."~ /~d"eecretar~of Stale. No rtheast State Bank Your Independent Community Banl~ 77 NE Broadway Street Minneapolis, Minnesota 55413 (612) 379-4591 "LENDER' .... LEP~ For value re( 550 39TH AVE NE COLUMBI'A HEI~3HTS, MN 55421 °°' $2,,000.00 04/,./. PROMISE TO PAY ed, Borrower promises to pay to the order of Lender indicated above the principal amount of FIXED RATE COMMERCIAL PROMISSORY NOTE THOUS~M~]D ~ NO/100 i Dollars ($ 25,000.00 ) plus interest on the unpaid principal balance at the rate and in the manner described below. All amounts received by Lender shall be applied first to late payment charges and expenses, then to accrued interest, and then to principal or in any other order as determined by Lender, in Lender's sole discretion, as permitted by law. INTEREST RATE: Interest shall be computed on the basis of 360 days per year. So long as there is no default under this Note, interest on this Note shall be calculated at the fixed rate of FIVE ~ NO/1000 percent ( 5. 000 %) per annum or at the maximum rate of interest permitted by law, whichever is less, POST-MATURITY RATE: [] If checked, this loan is for at least $100,000.00, and after maturity, due to scheduled maturity or acceleration, past due amounts shall bear interest at the lesser of: or the maximum interest rate Lender is permitted to charge by law. PAYMENT SCHEDULE: Borrower shall pay the principal and interest according to the following schedule: 59 PAYMENTS OF $472.63 BEGINNING MAY 18, 1996 AND CONTINUING AT MONTHLY TIME INTERVALS THEREAFTER. A FINAL PAYMENT OF THE UNPAID PRINCIPAL BALANCE PLUS ACCRUED INTEREST IS DUE AND PAYABLE ON APRIL 18, 2001. All payments will be made to Lender at its address described above and in lawful currency of the United States of America. RENEWAL: If checked, [] this Note is a renewal of Loan Number , and is not in payment of that Note. SECURITY: To secure the payment and performance of obligations incurred under this Note, Borrower grants Lender a security interest in, and pledges and assigns to Lender, all of Borrower's rights, title, and interest, in all monies, instruments, savings, checking and other deposit accounts of Borrower's, (excluding IRA, Keogh and trust accounts and deposits subject to tax penalties if so assigned) that are now or in the future in Lender's custody or control. Upon default, and to the extent permitted by applicable law, Lender may exercise any or all of its rights or remedies as a secured party with respect to such property which~.~hts and remedies shall be in addition to all other rights and remedies granted to Lender including, without I rn tation, Lender's common law right of setoff. ~ If checked, the obligations under this Note are also secured by a lien and/or security interest in the property described in the documents executed in connection with this Note as well as any other property designated as security now or in the future. PREPAYMENT: This Note may be prepaid in part or in full on or before its maturity date. If this Note contains more than one installment, al~repayments will be credited as determined by Lender and as permitted by law. If this Note is prepaid in full, there will be: [] No prepayment penalty. L__l A prepayment penalty of % of the principal prepaid. LATE PAYMENT CHARGE: If a payment is received more than /1,/a days late, Borrower will be charged a late payment charge of 0,00 % of the unpaid late installment. BORROWER ACKNOWLEDGES THAT BORROWER HAS READ, UNDERSTANDS, AND AGREES TO THE TERMS AND CONDITIONS OF THIS NOTE INCLUDING THE PROVISIONS ON THE REVERSE SIDE. BORROWER ACKNOWLEDGES RECEIPT OF AN EXACT COPY OF THIS NOTE. NOTE DATE: APRIL 18, 1996 BOP~I~;~R: INDEPENDENT ~RODUCT CONVERSION INC. 80aSOw~: ~ BORROWER: BORROWER: BORROWER: BORROWER: BORROWER: LP-MN201 ({) FormAtion Technologies, Inc. (4/22/92) {800) 937-3799 BORROWER: