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.
DEBTOR:
Stadium Village Properties LLC
By:
Its:
Date: September 14, 2011
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