2022-09-09 Promissory NotePROMISSORY NOTE
$450,000.00 _& nk be,,- V"X, 2022
Advanced Volumetric Alliance, LLC, a Minnesota limited liability company (the
"Borrower"), for value received, hereby promises to pay to the City of Albertville (the "Lender") or
its assigns (the Lender and any assigns are hereinafter referred to as the "Lender"), at its
designated principal office or such other place as the Lender may designate in writing, the
principal sum of four hundred fifty thousand and No/100 dollars ($450,000.00) or so much
thereof as may be advanced under this Note, with interest as hereinafter provided, in any coin
or currency which at the time or times of payment is legal tender for the payment of private
debts in the United States of America.
1. Except as provided in Section 3 of this Note, the Loan shall bear interest at zero percent
(0.0%). Interest, if any in accordance with Section 3 of this Note, shall commence to accrue
as to the amount disbursed in accordance with the Loan Agreement between the Borrower
and the Lender of even date herewith (the "Loan Agreement") evidencing the terms of the
loan evidenced by this Note.
2. Subject to Section 3 of this Note up to $450,000.00 of the principal balance of this Note (the
"Forgivable Loan") shall be forgiven and deemed paid on the Expiration Date (as defined in
the Loan Agreement).
3. If the goals set forth in Section 8.1 (b) of the Loan Agreement are not met in whole or in part
by the Compliance Date for the job and wage brackets, the Borrower agrees to repay the
principal balance of this Promissory Note on a pro rata basis as described in the Loan
Agreement (the "Recapture Principal") plus interest set at the greater of three percent (3%)
or the implicit price deflator defined in Minnesota Statutes, Section 275.70, Subdivision 2
("Recapture Interest"), less interest already paid if applicable. Recapture Interest on the
Recapture Principal shall accrue from the date(s) funds are disbursed, in whole or in part,
through the Compliance Date, compounded annually. Forgivable loan proceeds for each job
and wage bracket goal not met will be subject to repayment first; if Recapture Principal is
greater than the amount of forgivable loan proceeds, repayable loan proceeds will be subject
to accelerated repayment. Recapture Principal plus Recapture Interest thereon shall be
repaid not later than 30 days after the Lender notifies the Borrower of the amount to be
repaid pursuant to Section 8.2 of the Loan Agreement.
4. The Borrower shall have the right to prepay the principal of this Note, in whole or in part,
without prepayment penalty.
5. This Note is given pursuant to the Loan Agreement and is secured by a Security Agreement
of even date herewith (the "Security agreement") covering certain property located in Wright
County, Minnesota. In the event any such security is found to be invalid for whatever reason,
such invalidity shall constitute an event of default hereunder.
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All of the agreements, conditions, covenants, provisions, and stipulations contained in the
Loan Agreement, or any instrument securing this Note are hereby made a part of this Note
to the same extent and with the same force and effect as if they were fully set forth herein.
It is agreed that time is of the essence of this Note. If a default occurs under the Loan
Agreement, or any instrument securing this Note, then the Lender of this Note may at its right
and option, without notice, declare immediately due and payable the principal balance of this
Note, together with any costs of collection including attorney fees incurred by the Lender of
this Note in collecting or enforcing payment hereof, whether suit be brought or not, and all
other sums due hereunder, or under any instrument securing this Note. The Borrower agrees
that the Lender of this Note may, without notice to the Borrower of this Note and without
affecting the liability of the Borrower of this Note, accept additional or substitute security for
this Note, or release any security or any party liable for this Note or extend or renew this
Note.
6. The remedies of the Lender of this Note as provided herein, and in the Loan Agreement, or
any other instrument securing this Note, shall be cumulative and concurrent and may be
pursued singly, successively, or together, and, at the sole discretion of the Lender of this Note,
may be exercised as often as occasion therefore shall occur; and the failure to exercise any
such right or remedy shall in no event be construed as a waiver or release thereof.
The Lender of this Note shall not be deemed, by any act of omission or commission, to have
waived any of its rights or remedies hereunder unless such waiver is in writing and signed by
the Lender of this Note and then only to the extent specifically set forth in the writing. A
waiver with reference to one event shall not be construed as continuing or as a bar to or
waiver of any right or remedy as to a subsequent event. This Note may not be amended,
modified, or changed except only by an instrument in writing signed by the party against
whom enforcement of any such amendment, modifications, or change is sought.
7. This Note shall be governed by and construed in accordance with the laws of the state of
Minnesota without regard to its conflict of laws provisions. Any disputes, controversies, or
claims arising out of this Note shall be heard in the state or federal courts of Minnesota, and
all parties to this Note waive any objection to the jurisdiction of these courts, whether based
on convenience or otherwise.
S. The headings used in this Note are solely for convenience of reference, are no part of this
Note, and are not to be considered in construing or interpreting this Note.
9. This Note, with the other Loan Documents, constitutes the entire Note between the parties
pertaining to its subject matter and it supersedes all prior contemporaneous Notes,
representations, and understandings of the parties pertaining to the subject matter of this
Note.
10. Separability. Wherever possible, each provision of this Note and each related document shall
be interpreted so that it is valid under applicable law. If any provision of this Agreement or
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any related document is to any extent found invalid by a court or other governmental entity
of competent jurisdiction, that provision shall be ineffective only to the extent of such
invalidity, without invalidating the remainder of such provision or the remaining provisions
of this Note or any other related document.
11. IT IS HEREBY CERTIFIED AND RECITED that all conditions, acts, and things required to exist,
happen, and be performed precedent to or in the issuance of this Note do exist, have
happened, and have been performed in regular and due form as required by law.
IN WITNESS WHEREOF, the Borrower has caused this Note to be duly executed as of the
_ \day of September, 2022.
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