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HomeMy WebLinkAboutContract 2011 2401 Contract # 2011-2401 MEMO • A NDUM TO: Stadium Village Properties LLC FROM: Scott Clark, Community Development Director RE: Loan Payment LOAN PAYMENT INSTRUCTIONS: Contract Number: 2011-2401 Loan Amount: $18,549.41 Payment Amount: $ 611.27 Payment Date: October 15, 2011 Please make checks payable to City of Columbia Heights and mail it to: City of Columbia Heights Community Development Department 590 40 Ave NE Columbia Heights MN 55421 Loan No. 2011 -01 SECURITY AGREEMENT Debtor: Name: Stadium Village Properties LLC Address: 950 40` Ave NE City of Columbia Heights, MN 55421 Secured Party: Name: City of Columbia Heights Address: 3989 Central Avenue Columbia Heights MN 55421 1. Grant of Security Interest. For value received, Debtor hereby grants to Secured Party a security interest in the following described property: Commercial Lighting Equipment together with any and all replacements and additions thereto, and any and all proceeds and products thereof (the "Collateral "). Obligations Secured. This Agreement secures the payment and performance of (i) all obligations under that certain Loan Note dated September 14, 2011 made by Debtor in favor of Secured Party in the principal amount of $18,549..41 (the "Note "), including all costs and expenses (including reasonable attorneys' fees) incurred by Secured Party in the disbursement, administration and collection of the loan evidenced by the Note; (ii) all costs and expenses (including reasonable attorneys' fees), incurred by Secured Party in the protection, maintenance and enforcement of the security interest hereby granted; (iii) all obligations of Debtor in any other agreement relating to the Note; and (iv) any modifications, renewals, refinancing, or extensions of the foregoing obligations. The Note and all other obligations secured hereby are collectively referred to herein as the "Obligations." 2. Purchase Money Security Interest; Ownership; Restrictions on Transfer. Debtor acknowledges that the loan from Secured Party to Debtor that is evidenced by the Note was made specifically for the purpose of financing Debtor's purchase of the Collateral, and that the security interest granted hereby is a purchase -money security interest in the Collateral. Except for the security interest granted hereby, Debtor is, or to the extent that the Collateral is to be acquired after the date hereof, will be, the owner of the Collateral free from any lien, security interest or encumbrance. Debtor will not sell, lease or otherwise transfer (including by granting security interests, liens, or other encumbrances in) all or any part of the Collateral or Debtor's interest in the Collateral without the prior written consent of Secured Party. Debtor will defend the Collateral against all claims and demands of all persons at any time claiming the same or any interest therein. Contract # 2011 -2401 3. Inspection and Maintenance of Collateral; Insurance. Debtor hereby grants to Secured Party the right to inspect the Collateral at all reasonable times and upon reasonable notice. Debtor will: (i) maintain the Collateral in good condition and repair; (ii) pay promptly all taxes, assessments, judgments, or charges of any kind which may be levied or assessed against the Collateral; (iii) keep current all rent or mortgage payments due, if any, on the premises where the Collateral is located; (iv) not use the Collateral in violation of any applicable laws, regulations or ordinances; and (v) maintain hazard insurance on the Collateral, with an insurance company and in an amount approved by Secured Party (but in no event less than the replacement cost of the Collateral), and including such terms as Secured Party may require, including a lender's loss payable clause in favor of Secured Party. Debtor hereby assigns to Secured Party any proceeds of such policies and all unearned premiums thereon and authorizes and empowers Secured Party to collect such sums and to execute and endorse in Debtor's name all proofs of loss, drafts, checks and any other documents necessary for Secured Party to obtain such payments. 4. Organizational Changes. Debtor will notify Secured Party in writing not less than 30 days before taking any of the following actions: (i) changing or reorganizing the type of organization or form under which it does business; (ii) moving, changing its place of business or adding a place of business; (iii) changing its jurisdiction of organization; or (iv) changing its name. Debtor will pay for the preparation and filing of all documents Secured Party deems necessary to maintain, perfect and continue the perfection of Secured Party's security interest in the event of any such change. 5. Perfection of Security Interest. Debtor consents, without further notice, to Secured Party's filing and recording of any documents necessary to perfect, continue, amend or terminate its security interest. Upon request of Secured Party, Debtor will sign or otherwise authenticate all documents that Secured Party deems necessary at any time to allow Secured Party to acquire, perfect, continue or amend its security interest in the Collateral. Debtor will pay the filing and recording costs of any documents relating to Secured Party's security interest. 6. Default. Debtor is in default under this Agreement if: (i) Debtor fails to pay, perform or otherwise comply with any provision of this Agreement; (ii) Debtor makes any false representation, warranty or certification in, or in connection with, this Agreement, the Note, or any other agreement related to the Note or this Agreement; (iii) another secured party or judgment creditor exercises its rights against the Collateral; (iv) there is a loss, theft, destruction of or substantial damage to the Collateral; or (v) an event defined as a "default" under the Obligations occurs. In the event of default and if Secured Party requests, Debtor will assemble and make available all Collateral at a place and time designated by Secured Party. Upon default and at any time thereafter, Secured Party may declare all Obligations secured hereby immediately due and payable, and, in its sole discretion, may proceed to enforce payment of the same and exercise any of the rights and remedies available to a secured party by law including those available to it under Minnesota Statutes §§ 336.9 -101 et seq. 7. Secured Party Rights. All rights conferred in this Agreement on Secured Party are in addition to those granted to it by law, and all rights are cumulative and may be exercised simultaneously. Failure of Secured Party to enforce any rights or remedies will not constitute an estoppel or waiver of Secured Party's ability to exercise such rights or remedies. Unless otherwise required under applicable law, Secured Party is not liable for any loss or damage to Collateral in its possession or under its control, nor will such loss or damage reduce or discharge Contract # 2011 -2401 the Obligations that are due, even if Secured Party's actions or inactions caused or in any way contributed to such loss or damage. 8. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable, all other provisions will remain in full force and effect. 9. Successors and Assigns. All rights of Secured Party hereunder shall inure to the benefit of its successors and assigns, and all obligations of Debtor shall bind its successors and assigns. 10. Joint and Several Liability. If there be more than one Debtor, their obligations and liability hereunder shall be joint and several. 11. Debtor Certifications. Debtor certifies that: (i) its Name (or Names) as stated above is (are) correct; (ii) all Collateral is owned or titled in the Debtor's name and not in the name of any other organization or individual; (iii) Debtor has the legal authority to grant the security interest in the Collateral; (iv) Debtor's ownership in or title to the Collateral is free of all adverse claims, liens, or security interests (unless expressly permitted in writing by Secured Party); (v) none of the Obligations are or will be primarily for personal, family or household purposes; and (vi) Debtor has read and understands the meaning and effect of all terms of this Agreement. 12. Governing Law. This Agreement will be governed by the laws of the State of Minnesota, without reference to its conflicts of laws principles. 13. Effective Date. This Agreement shall become effective as of the date signed by Debtor below. 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