HomeMy WebLinkAboutPersonal Guaranty Agreement
PERSONAL GUARANTY AGRR'Il:MEl'<fr
THI,S GUARANTY AGREEMENT is made and entered into l!.S af thill rl~~ day
of _YMfCI1 , 1995 (the "Guarantyll) by and Between MICHEL ZAI (the
"Guarantorll), and th9 HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR
THE CITY OF COLUMBIA HR!.GHTS-(th9 IlAuthorityll)..
WITNESSE'l'JII
PRELIMINARY STATEMENT: The Authority, the City of Columbia Heights
(the IlCityll) and Zaidan Holdings, Ino. (the IlDevelopllrll) have entered into a
Purchase and Property Tax Agreement dated as of November 23, 1994 (the
"Agreementll). Pursuant to the Agreement, the Authority has llpoeed to convey
certain property ("Propertyll) described in the Ag-rellment to the Developer or the
veveloper's assl&nee, .In-c~m,,iderv.tion, In-pe.l't, of GlC80utlnn ~ha naulOJ)er of a
promissory Note of even date herewith in the amount of $1,015,099 (the II Not&1l ). It
is a condition preoedent to the Authority's conveyance of the Property to the
Developer or the Developer's &slillpee that the Guarantor llhall have executed end
delivered this Guaranty.
NOW, THEREFORE, in oonsideration ot the premises and to induce the
Authority to convey the Property in acoordanoe with the Asreement, the Guarantor
hereby agrees as follows:
Section 1. Guaranty. The Guarantor hereby unoonditionally ,.uarantees the
punotual payment 01 the principal and interest due under the Note on Deoember 1.
1995 and December 1, 1996 in tbe maximum amount of $150,000 (hereafter, the
"Obligation"), and asrees to pay any and ell expenses incurred by the Authority 01'
City in enforcing any ri~hts under this Guaranty.
Seotion 2. Guaran~bsolute. The Guarantor unoonditionally ~ranteas
that the Obliption will be .a 01' performed striotly in acoordance with the terms
of tho Note, regardless of any law, re.ru1ation or order now or hereafter in effeot in
any jurisdictioll affectin~ any of such terms 01' the rights of the Authority with
respect thereto. The liability of the Gual'lUltOl' under this Guaranty shall be
absolute and unoonditionallr1'eepective of:
(0 any laok of validity or enforceability of the Agreement or the Note
01' any other agreement or instrument relatlnl thereto;
(ll) any change in the time, manner 01' plaoe of payment 01'
performance of, or in Bny other term of, all or any of the ObUption or any
other amendment or waiver of 01' any consent to departure from the Agreement
or any other agreement 01' instrument relating thereto;
(ill) Bny exchange, release or non-perfeotion of any collateral or any
release or amendment or waiver of or consent to departure from any other gusranty,
for all or any of the Obligation; or
(1v) e.ny other circumstanoe which might otherwise oonstitute a
defense llvai1e bIe to, or II discharge of, the Developer in respect of the
Obllgation.
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This Guaranty ehall continue to be effective or be reinstated, as the case may be,
if at any time any payment of any of the Obligation is rescinded or must otherwise
be returned by the Authority or City upon the insolvency, bankruptoy or
reorpnization of the Developer or otherwise, all as though such payment had not
been made.
Section 3. Waiver. The Guarantor hereby waives promptness, dillpnce,
notice of acoeptance and any other notice with respect to any of the ObUgation and
this Guaranty and any requirement that the Authority or City proteot, lecure,
perfeot or in8ure any security interest or lion or any property subjeot thereto or
e:l!:hault any rlg;ht or take any aotion a~t the Developer or any other plilnon Or
entity, including, without limitation, any other Guarantor or any oollateral.
Section 4. SubrolCBtion. The Guarantor shall not exeroise any riihts whloh
it may aoquire by way of subrogation under this Guarenty, by any payment or
performanoe made hereunder or otherwise, until aU the ObUption shall have been
paid or performed in full. If any amount shall be paid to the Gua1'BJ1tor on account
of such subrogation rig;hts at any time when all the Obllptfon shall not have been
paid in full, such amount shall be held in trust for the benefit ot the City and
Authority and shall forthwith be paid to the City and the Authority to be oredIted
and applled upon the Obligation, whether matured or unmatured. If (i) the
Guarantor shaU make payment to the City or Authority of aU or any part of the
ObUption, or perform all or any part of the ObUption and (ii) all the Obliption
shall be paid or performed in full, the City and Authority will, at the Gua1'BJ1tor's
request, execute and deliver to the Guarentor appropriate documents, without
recourse and without representation or warranty, necessary to evidenoe the t1'BJ1ster
by subroption to the Guarantor of an interest in the Obligation resulting trollllluob
payment or performance by the Guarentor.
Seotion 5. Representations and Warrantias. The Gua1'BJ1tor hereby
represents and warrants that: (a) he has tull power and authority to enter into and
perform his obligations under this GU81'BJ1ty ; and (b) the execution and delivery
and compUance with the terms hereof shall not contravene or constitute a default
under any indenture, commitment, ail'eement or other instrument to which the
Guarantor is bound or any judgment, order or decree to whioh he:ls subjeot.
Section B. Amendments ~ Etc.. No amendment or waiver of any provision of
tb1s Guaranty nor consent to any departure by the Guarantor heretrom shall in any
event be effective unleslI the sllDle shall be in writing and lIig;ned by the Authority
and the City, and then such waiver or conllent shall be effective only in the speotfio
instance and tor the speo1fic purpose tor which given.
Section 7. Addresses tor Notices. All notices and other communications
provided for hereunder shall be in writing; (inoluding telepphio communication)
and, if to the Guarantor, mailed or telegraphed or delivered to It, addressed to the
Guarantor at Box 77, 175 East 6th Street, Suite 3115, St. Paul, MN 56101; if to the
Authority, mailed or delivered to it, addressed to the Authority at 590 NE 40th
Avenue, Columbia Heig;hts, MN 5542101' as to each party as suoh other address 8S
shall be designated by such party in a written notice to the other party. All such
notices and other communications shall, when mailed or telelrNphed, respeotively,
be effective when deposited in the mailB or delivered to the teleg;raph company,
respectively, addressed as aforesaid.
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Section 8. No Waiver; Remedies. No failure on the part of the Authority to
exero1se, and no delay in exercisina-, any right hereunder shall ope1'ate as a waiver
thereofj nor shell any single or partial exercise of Bny right hereunder preolude any
other or further exercise thereof or the exeroise of any other right. The remedies
herein provided are oumulative and not e:ll:clusive of any remedies provided by law.
Seotion 9. Continuing Guaranty:. This Guaranty is a continuing guaranty
and shall: (i) remain in full force and effeot until payment and performanoe1n full
of the Obligation and all other amounts payable under th18 Gua1'anty I (lJ) be binding
upon the Guarantor, its successors, transferees and assigns I and (iii) inure to the
benefit of end be enforceable by the Authority and its succeellors, transferees and
assigns.
Section 10. Governinll Law I Severab1llty. This Guaranty shall be i'Dverned
by, and construed in acoordanoe with, the laws of the State of Minnesota. If any
provision of this Guaranty shall be held to be invalid by any oourt of oompetent
jurisdlotlon, the invalidity of suoh provision shall not affeat any of the remaining
provisions.
Section 11. Countel'}larts. This Guaranty may be execUted in several
oounterparts, eaah of which shall be deemed an orii'ina1, but all of whioh together
shall constitute one and the same instrument.
IN WITNESS WHEREOF, the appropriate representatives of the parties hereto
have caused this Guaranty to be duly exeouted and delivered as of the date first
above written.
GUARANTOR
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HOUSING AND REDEVELOPMENT
AUTHORITY IN AND FOR THE CITY OF
COLUMBIA HEIGHTS
By '" c~:fl JIIarr l
By 21~I!F~~-:JZ
Its Executive Director
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