HomeMy WebLinkAbout023-R-184/16/2018
23-R-18
A RESOLUTION
Authorizing the City Manager to Negotiate and Execute a Loan
Agreement with the Hip Circle Empowerment Center to Fund
Expenses at 727 Howard Street
NOW BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
EVANSTON, COOK COUNTY, ILLINOIS, THAT:
SECTION 1: The City Manager is hereby authorized to execute the Loan
Agreement, attached hereto as Exhibit 1, the terms are incorporated herein by
reference, with Hip Circle Empowerment Center, an Illinois not -for -profit corporation.
SECTION 2: The City Manager is hereby authorized and directed to
negotiate any additional conditions of the Loan Agreement as he determines to be in
the best interests of the City and in a form acceptable to the Corporation Counsel.
SECTION 3: That this Resolution 23-R-18 shall be in full force and effect
from and after the date of its passage and approval in the manner provided by law.
Attest:
Devon Reid, City Clerk
Adopted: NfA A3
12018
W'j
Approved as to form:
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Michelle L. Masoncup, InteKim Corporation
Counsel
23-R-18
EXHIBIT 1
Loan Agreement
-2-
PROMISSORY NOTE
Name and Address of Borrower:
Hip Circle Empowerment Center
727 Howard Street
Evanston, IL 60201
Commencement Date: May 15, 2018
1. BORROWER'S PROMISE TO PAY
FOR VALUE RECEIVED, the undersigned, HIP CIRCLE EMPOWERMENT CENTER
(referred to hereafter as the "Borrower"), promise to pay to the order of the City of Evanston, an
Illinois home rule municipal corporation, with its principal office located at 2100 Ridge Avenue,
Evanston, Illinois (the "Lender"), in the manner provided in this Note, the principal sum of
$25,000.00 (Twenty -Five Thousand and 00/100 Dollars) (the "Loan").
The Loan is secured by a personal guaranty signed by the principal owner of Borrower, Malik Turley
(the "Security"), together with interest computed on the basis of a 365 day year, from the date of
disbursement on the balance of principal remaining from time to time unpaid at an annual rate equal
to three percent (3.00%). Any principal amount not paid when due (at maturity, by acceleration, or
otherwise) will bear interest thereafter until paid at a rate, which will be eighteen percent (18%). The
Lender or anyone who takes this Note by transfer and who is entitled to receive payments under this
Note will be called "Note Holder".
2. LOAN TERM. FORGIVENESS AND REPAYMENT
The term of the Loan is five (5) years, commencing on June 1, 2018 — May 31, 2023 (the "Loan
Term"). The Loan will start to bear interest on the Commencement Date. The loan payments will
be four hundred forty-seven and 23/100 Dollars ($447.23) each month. The Loan schedule is
attached as Exhibit 1.
The interest rate is three percent (3.0%) per annum and computed on the basis of a 365 day year.
Borrower agrees to commence payments of the Loan on Tune 1. 2018. Loan payments will be due
on or before the first day of the month. If the Borrower's Loan payment is five days after the first
of the month or more, there shall be assessed a late fee of $50. The Lender or anyone who takes this
Note by transfer and who is entitled to receive payments under this Note will be called "Note
Holder". Loan payments must be mailed to: City of Evanston, Attn: City Collector's Office, 2100
Ridge Avenue, Evanston, IL 60201 and reference "Loan payment — 727 Howard Street".
3. DISBURSEMENTS AND BORROWER RESPONSIBILITIES
A. Funding Sources: The Loan is conditioned on the completion and satisfaction of each part
of Section 3 below. The Loan is funded through the Howard -Ridge TIF account.
B. Project Completion:
i. Borrower must renovate the Subject Property, for the intended use of the Subject Property
in substantial conformance with the plans submitted to the building permit division and
included in the lease agreement with the City of Evanston.
ii. Borrower shall provide documentation that bids for the Project were sought from no less
than three contractors, of which one must be an Evanston -based contractor. If an
Evanston based contractor is not available to seek bids based on the scope and scale of
the Project work, this requirement will be waived upon confirmation from City staff that
bid solicitation to Evanston based businesses was pursued by Borrower.
iii. Borrower acknowledges and agrees that it cannot commence construction work for the
Project unless and until the City Council approves the Loan and this Agreement is
executed by both parties.
C. Borrower Responsibilities:
i. The Borrower shall be responsible for hiring a licensed contractor to complete the
Project. The Director of Community Development or her designee may require
submission of proof of the State License issued to the selected contractor.
ii. The Borrower shall be responsible for contacting the appropriate City departments to
arrange for obtairing all necessary approvals and/or permits required for construction
and completion of the Project.
iii. The Borrower shall be fully responsible for managing, monitoring, and scheduling the
construction of the Project and ensuring its compliance with all applicable federal, State,
and local laws and regulations.
iv. The Borrower shall be fully responsible for ensuring that all invoices from the
contractors, suppliers, vendors and/or other third parties are distributed to the City.
v. Borrower shall during the Term and for a period of 4 years following the expiration of
the Term, keep and make available for the inspection, examination and audit by City or
City's authorized employees, agents or representatives, at all reasonable time, all records
respecting the services and expenses incurred by Borrower, including without limitation,
all book, accounts, memoranda, receipts, ledgers, canceled checks, and any other
documents indicating, documenting, verifying or substantiating the cost and
appropriateness of any and all expenses. If any invoice submitted by Borrower is found
to have been overstated, Borrower shall provide City an immediate refund of the
overpayment together with interest at the highest rate permitted by applicable law, and
shall reimburse all of City's expenses for and in connection with the audit respecting
such invoice.
D. Evanston business:
i. Borrower shall remain an Evanston based business for the entire Term. Meaning,
Borrower cannot remove its operations from the Subject Property during the Term of
this Agreement. In the event that Borrower ceases to operate at 727 Howard Street,
Evanston, Illinois during the Loan Term, any principal and interest not previously paid
will be repaid within 30 days of vacating the property.
ii. If Borrower's business is sold, (except in circumstances of an illness of principal
necessitating retirement) for any reason to any entity other than one controlled by the
president, or files for bankruptcy protection, the Borrower shall be in Default and any
principal and interest not previously forgiven will be repaid on the balance remaining
from Exhibit A depending on the date that the business is sold. The remaining balance,
not previously forgiven, shall be paid to the City within thirty (30) days.
4. BORROWER REPRESENTATIONS. The Borrower represents and warrants that it is duly
organized and existing under the laws of State of Illinois and is in good standing as necessary in the
State of Illinois. The Borrower represents it has the power to enter into this Agreement and other
Loan Documents required under this agreement. That by proper action in accordance with its
organizational documents has been duly authorized to execute and deliver this Agreement and all
documents required under its terms. The Borrower covenants that this Agreement does not
contravene any law or contractual restriction binding or affecting the Borrower, and that the
Agreement will be legal, valid, and binding obligations of the Borrower, and further that as of the
date of this agreement the Borrower represents that no event or change of condition has occurred
which is a material (as defined by the Securities and Exchange Commission) which would affect the
ability of the Borrower to perform its obligations hereunder on a timely basis.
A. As of the date of this Agreement there is no suit, action, or proceeding pending or threatened as
to which outcome would be materially adverse effect on the Borrower.
B. The Borrower and all entities affiliated with the Borrower have filed all tax returns required to be
filed by them and paid all taxes required as show on those returns.
C. The Borrower represents that it has a DUNS (Data Universal Numbering System) number, in
order facilitate disbursement of loan funds properly under federal guidelines.
D. Borrower must remain in good standing with the Illinois Secretary of State.
F. Terms of Disbursement: The City will disburse up to a total of $25,000 as a loan to Borrower. If
the invoices do not exceed $25,000, the City will only disburse up to the total amount of the
invoices. The total loan amortization schedule is based on the current budget total of $49,889.50 for
the total build out. Meaning, the City will loan Borrower a total of $24,889.50 after it deducts the
portion that City will pay for towards improvements ($25,000).
I Disbursements of TIF Funds ($24,889.50):
• The Borrower must provide the invoices as soon as available to the City prior to
disbursement and provide the City at least 15 days to disburse the payment.
• The City will disburse the funds in no less than $5,000 draws and limited to 4 draws
total.
• The disbursement requests must include: (a) copies of itemized invoices from
vendors; and (b) proof of quotes from at least 3 vendors.
6. DEFAULT AND REMEDIES
A. The occurrence of any one or more of the following events ("Event of Default") with respect
to Borrower shall constitute a default hereunder ("Default"):
i. If all or any part of the Fixtures, equipment and inventory or any interest in it is sold or
transferred (or if a legal or beneficial interest in Borrower's interest in the Fixtures and
Equipment is sold or transferred) without Lender's prior written consent.
ii. If a default or event of default occurs and is continuing under any representation or
covenant under the Loan Documents.
iii. If a default or event of default occurs and is continuing under any other mortgage or loan
agreement encumbering the Fixtures and Equipment.
iv. Borrower or any beneficiary thereof shall (i) file a petition for liquidation, reorganization,
or adjustment of debt under Title 11 of the United States Code or any similar law, state or
federal, whether now or hereafter existing, or (ii) file any answer admitting insolvency or
inability to pay debts, or (iii) fail to obtain a vacation or stay of involuntary proceedings
within ten days, as hereinafter provided.
v. Borrower or any beneficiary thereof shall make an assignment for the benefit of creditors
of this Note, or shall admit in writing of its inability to pay its debts generally as they become
due, or shall consent to the appointment of a receiver or trustee or liquidator of all or any
major part of the Fixtures and Equipment.
B. The Borrower also promises that, if the Event of Default specified above, 4(A)(1), shall occur
(after applicable notice and the Occupancy Cure Period detailed above) before the expiration of the
Loan Term, the Borrower agrees to repay to the order of the Lender or its designee an amount equal
to the original principal amount of the Loan and it is immediately due and payable. Provided
however, if an Event of Default is solely with respect any other Event of Default specified above in
4(A), the Borrower shall have sixty (60) days after the date on which the notice is delivered to
Borrower to cure such breach, provided, however, that if the curing of such non -monetary breach
cannot be accomplished with due diligence within said period of sixty (60) days then Borrower shall
have such additional reasonable period of time to cure such breach as may be necessary, provided
Borrower shall have commenced to cure such breach within said period, such cure shall have been
diligently prosecuted by Borrower thereafter to completion ("Other Default Cure Period"). The
notice shall further inform Borrower of the right to reinstate after acceleration and the right to bring
a court action to assert the nonexistence of a default or any other defense of Borrower to
acceleration and foreclosure. If the Borrower does not cure the Default within the specified Other
Default Cure Period within the notice, then this Note is due and payable only with respect to the
remaining balance of the Loan at the time of Default.
C. If the Borrower Defaults hereunder and fails to cure the Default, during the 10-year loan
Term, the Loan shall be immediately due and owing and the balance of the Loan shall be
immediately repaid to Lender in full, subject to the availability of net proceeds from sale of the
Fixtures and Equipment. Lender can auction the Fixtures and Equipment and use the proceeds and
apply it to the loan balance.
D. If any payments of interest or the unpaid principal balance due under this Note become
overdue for a period in excess of ten days, the Borrower shall pay to Lender a late charge of $50 per
day. If any attorney is engaged by Lender, including in-house staff (a) to collect the indebtedness
evidenced hereby or due under the Loan Documents, whether or not legal proceedings are
thereafter instituted by Lender; (b) to represent Lender in any bankruptcy, reorganization,
receivership, or other proceedings affecting creditors' rights and involving a claim under this Note;
(c) to protect the lien of any of the Loan Documents; (d) to represent Lender in any other
proceedings whatsoever in connection with this Note or any of the Loan Documents or the real
estate described therein; or (e) as a result of the Borrower's Default and collection efforts, the
Borrower shall pay to Lender all reasonable attorneys' fees and expenses incurred or determined to
be due in connection therewith, in addition to all other amounts due hereunder.
E. Lender's remedies under this Note, and all of the other Loan Documents shall be cumulative
and concurrent and may be pursued singly, successively, or together against the Borrower and any
other Obligors (as defined below), the Property, and any other security described in the Loan and
Lender may resort to every other right or remedy available at law or in equity without first
exhausting the rights and remedies contained herein, all in Lender's sole discretion. Failure of
Lender, for a period of time or on more than one occasion to exercise its option to accelerate the
maturity date shall not constitute a waiver of the right to exercise that option at any time during the
continued existence of the Default or in the event of any subsequent Default. Lender shall not by
any other omission or act be deemed to waive any of its rights or remedies hereunder unless such
waiver is in writing and signed by Lender, and then only to the extent specifically set forth therein. A
waiver in connection with one event shall not be construed as continuing or as a bar to or waiver of
any right or remedy in connection with a subsequent event.
7. PAYMENT OF NOTE HOLDER'S COSTS AND EXPENSES
If the Lender is required to initiate legal process as the result of the Borrower's Default as described
above, the Lender will have tze right to be paid back for all of its costs and expenses incurred as a
result of such Default, to the extent not prohibited by applicable law. Those costs and expenses
include but are not limited to, reasonable attorneys' fees, court costs, and related litigation expenses.
8. BORROWER'S WAIVERS
To the extent permitted by law, the Borrower waives all rights to require the Lender to do certain
things. These things are: (A) to demand payment of amounts due (known as "presentment"); (B) to
give notice that amounts due have not been paid (known as "notice to dishonor"); (C) to obtain an
official certification of nonpayment (known as "protest"). If more than one person signs this Note,
each person is fully and personally obligated to keep all of the promises made in this Notes,
including the promise to pay the full amount owed. Any person, who takes over these obligations, is
also obligated to keep all promises made in this Note. The Lender may enforce its rights under this
Note against each person individually or against all of us together.
9. GIVING OF NOTICES
Any notices that must be given to the Borrower under this Note will be given by delivering or by
mailing by certified mail addressed to the Borrower at the address of the Property set forth above.
Any notice that must be given to the Lender under this Note will be given by delivering it or mailing
it by certified mail to the Lender at the following address:
City of Evanston
Attn: Economic Development Division
2100 Ridge Avenue, Room 3103
Evanston, Illinois 60201
with a copy to:
City of Evanston
Attn: Corporation Counsel
2100 Ridge Avenue, Room 4400
Evanston, Illinois 60201
10. RESPONSIBILITY OF PERSONS UNDER THIS NOTE
If more than one person signs this Note, each person is fully and personally obligated to keep all of
the promises made in this Note. The Lender may enforce its rights under this Note against the
signatories either individually or together. This means that both signatories, either individually or
together, may be required to pay all of the amounts owned under this Note. Any person who takes
over the rights or obligations of the Borrower, with the written permission of the Lender, will have
all of the Borrower's rights and must keep all of the Borrower's promises made in this Note.
Notwithstanding anything in the Guaranty Agreement to the contrary, the Loan is a recourse
obligation of the Borrower.
11. GOVERNING LAW AND VENUE
This Promissory Note shall be governed by the laws of the State of Illinois. Venue for any disputes
will be in Cook County, Illinois.
12. MISCELLANEOUS
The headings of sections and paragraphs in this Note are for convenience only and shall not be
construed in any way to limit or define the content, scope, or intent of the provisions hereof. As
used in this Note, the singular shall include the plural, and masculine, feminine, and neuter pronouns
shall be fully interchangeable, where the context so requires. If any provision of this Note, or any
paragraph, sentence, clause, phrase, or word, or the application thereof, in any circumstances, is
adjudicated to be invalid, the validity of the remainder of this Note shall be construed as if such
invalid part were never included herein. Time is of the essence of this Note.
Upon any endorsement, assignment, or other transfer of this Note by Lender or by operation of law,
the term "Lender," as used herein, shall mean such endorsee, assignee, or other transferee or
successor to Lender then becoming the holder of this Note.
This Note and all provisions hereof shall be binding on all persons claiming under or through the
Undersigned. The terms "Undersigned" and "Borrower," as used herein, shall include the respective
beneficiaries, successors, assigns, legal and personal representatives, executors, administrators,
devisees, legatees, and heirs of the Undersigned and Borrower and shall be binding upon the same
In the event the Undersigned is an Illinois land trust, then this Note is executed by the Trustee, not
personally but as Trustee as aforesaid in the exercise of the power and authority conferred on and
vested in it as the Trustee, and is payable only out of the property specifically described in the Loan
Documents securing the payment hereof, by the enforcement of the provisions contained therein.
No personal liability shall be asserted or be enforceable against the Trustee because or in respect of
this Note or the making, issue, or transfer thereof, all such liability, if any, being expressly waived by
each taker and holder hereof, and each original and successive holder of this Note accepts the Note
on the express condition that no duty shall rest on the Trustee to sequester the rents, issues, and
profits arising from the property described in the Loan Documents, or the proceeds arising from the
sale or other disposition thereof, but that in case of Default in the payment of this Note or of any
installment hereof, the sole remedies of the holder hereof shall be by foreclosure of the UCC
Financing Statement, realization on the other security given under the other Loan Documents to
secure indebtedness evidenced by this Note, in accordance with the terms and provisions set forth
herein, or any combination of the above.
The Parties execute this Promissory Note with the effective date of May 15, 2018.
LENDER:
Its: City Manager, Wally Bobkiewicz
Its: President, Hip Circle Empowerment Center NFP
Print Name: Malik Turley
EXHIBIT 1
LOAN PAYMENT SCHEDULE
Hip Circle Empowerment Center Amortization Schedule
727 Howard
Loan Amount
Interest Rate
# of Months
Monthly Payment
Payment #
11
21
31
41
51
61
71
81
91
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
251
261
271
281
291
301
311
321
33
34
3S
36
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
60
24,889.50
3.00
60
($447.23)
Date
6/1/2018
11/1/2017
12/1/2017
1/1/2018
2/1/2018
3/1/2018
4/1/2018
S/1/2018
6/1/2018
7/1/2018
8/1/2018
9/1/2018
10/1/2018
11/1/2018
12/1/2018
1/1/2019
2/1/2019
3/1/2019
4/1/2019
5/1/2019
6/1/2019
7/1/2019
8/1/2019
9/1/2019
10/1/2019
11/1/2019
12/1/2019
1/1/2020
2/1/2020
3/1/2020
4/1/2020
5/1/2020
6/1/2020
7/1/2020
8/1/2020
9/1/2020
10/1/2020
11/1/2020
12/1/2020
1/1/2021
2/1/2021
3/1/2021
4/1/2021
5/1/2021
6/1/2021
7/1/2021
8/1/2021
9/1/2021
10/1/2021
11/1/2021
12/1/2021
1/1/2022
2/1/2022
3/1/2022
4/1/2022
5/1/2022
6/1/2022
7/1/2022
8/1/2022
9/1/2022
Start Balance
Interest
Payment
24,889.50
62.22
(447.23)
24,504.49
61.26
(447.23)
24,118.52
60.30
(447.23)
23,731.59
59.33
(447.23)
23,343.68
58.36
(447.23)
22,954.81
57.39
(447.23)
22,564.97
56.41
(447.23)
22,174.15
55.44
(447.23)
21,782.35
54.46
(447.23)
21,389.57
53.47
(447.23)
20,995.82
52.49
(447.23)
20,601.07
51.50
(447.23)
20,205.35
50.51
(447.23)
19,808.63
49.52
(447.23)
19,410.92
48.53
(447.23)
19,012.21
47.53
(447.23)
18,612.51
46.53
(447.23)
18,211.81
45.53
(447.23)
17,810.11
44.53
(447.23)
17,407.40
43.52
(447.23)
17,003.69
42.51
(447.23)
16,598.97
41.50
(447.23)
16,193.23
40.48
(447.23)1
15,786.48
39.47
(447.23)1
15,378.72
38.45
(447.23)1
14,969.93
37.42
(447.23)1
14,560.13
36.40
(447.23)1
14,149.29
35.37
(447.23)1
13,737.44
34.34
(447.23)1
13,324.55
33.31
(447.23)1
12,910.63
32.28
(447.23)1
12,495.67
31.24
(447.23)1
12,079.68
30.20
(447.23)
11,662.65
29.16
(447.23)
11,244.57
28.11
(447.23)
10,825.45
27.06
(447.23)
10,405.28
26.01
(447.23)
9,984.07
24.96
(447.23)
9,561.79
23.90
(447.23)
9,138.47
22.85
(447.23)1
8,714.08
21.79
(447.23)1
8,288.63
20.72
(447.23)1
7,862.12
19.66
(447.23)1
7,434.55
18.59
(447.23)1
7,005.90
17.51
(447.23)
6,576.19
16.44
(447.23)
6,145.39
15.36
(447.23)1
5,713.53
14.28
(447.23)
5,280.58
13.20
(447.23)
4,846.55
12.12
(447.23)
4,411.43
11.03
(447.23)
3,975.23
9.94
(447.23)
3,537.94
8.84
(447.23)
3,099.55
7.75
(447.23)
2,660.07
6.65
(447.23)
2,219.48
5.55
(447.23)
1,777.80
4.44
(447.23)
1,335.01
3.34
(447.23)
891.12
2.23
(447.23)
446.12
1.12
(447.23)
End Balance
24,504.49
24,118.52
23,731.59
23,343.68
22,954.81
22,S64.97
22,174.15
21,782.35
21,389.57
20,995.82
20,601.07
20,205.35
19,808.63
19,410.92
19,012.21
18,612.S1
18,211.81
17,810.11
17,407.40
17,003.69
16,598.97
16,193.23
1S,786.48
1S,378.72
14,969.93
14,560.13
14,149.29
13,737.44
13,324.5S
12,910.63
12,495.67
12,079.68
11,662.65
11,244.57
10,825.4S
10,405.28
9,984.07
9,S61.79
9,138.47
8,714.08
8,288.63
7,862.12
7,434.S5
7,005.90
6,576.19
6,145.39
S,713.S3
S,280.S8
4,846.55
4,411.43
3,975.23
3,537.94
3,099.55
2,660.07
2,219.48
1,777.80
1,335.01
891.12
446.12
(0.00)
GUARANTY
Borrower: Hip Circle Empowerment Center Lender: City of Evanston, an Illinois home rule
municipal corporation
Guarantors: Malik Turley, individual Principal Amount: $25,000.00
Loan Term: 5 years (60 months)
CONTINUING GUARANTEE OF PAYMENT AND PERFORMANCE. For good and
valuable consideration, Guarantor absolutely and unconditionally guarantees full and punctual
payment and satisfaction of the Indebtedness of Borrower to Lender, and the performance and
discharge of all Borrower's obligations under the Note and the Related Documents. This is a
guaranty of payment and performance and not of collection, so Lender can enforce this Guaranty
against Guarantor even when Lender has not exhausted Lender's remedies against anyone else
obligated to pay the Indebtedness or against any collateral securing the Indebtedness, this Guaranty
or any other guaranty of the indebtedness. Guarantor will make any payments to Lender or its order,
on demand, in legal tender of the United States of America, in same -day funds, without set-off or
deduction, or counterclaim, and will otherwise perform Borrower's obligations under the Note and
Related Documents. Under this Guaranty, Guarantor's liability is limited to Borrower's obligations
under the Note.
INDEBTEDNESS. The word "'Indebtedness" as used in this Guaranty means all of the principal
amount outstanding from time to time and at any one or more times, accrued unpaid interest
thereon and all collection costs and legal expenses related thereto permitted by law, attorneys' fees,
arising from Borrower's obligations under the Note.
CONTINUING GUARANTY. THIS IS A "CONTINUING GUARANTY" UNDER WHICH
GUARANTOR AGREES TO GUARANTEE THE FULL AND PUNCTUAL PAYMENT.
DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without
the necessity of any acceptance by Lender, or any notice to Guarantor or to Borrower, and will
continue in full force until all the Indebtedness incurred or contracted before receipt by Lender of
any notice of revocation shall have been fully and finally paid and satisfied and, all of Guarantor's
other obligations under this Guaranty shall have been performed in full. If Guarantor elects to
revoke this, Guaranty, Guarantor may only do so in writing. Guarantor's written notice of
revocation must be mailed to Lender; by certified mail, at Lender's address listed above or such
other place as Lender may designate in writing. Written revocation of this Guaranty will apply only
to new Indebtedness created after actual receipt by Lender of Guarantor's written revocation. For
this purpose and without limitation, the term "new Indebtedness" does not include the
Indebtedness which at the time of notice of revocation is contingent, unliquidated, undetermined or
not due and which later becomes absolute, liquidated, determined or due. For this purpose and
without limitation" new indebtedness" does not include all or part of the Indebtedness that is:
incurred by Borrower prior to revocation; Incurred under a commitment that became binding
before revocation; any renewals, extensions, substitutions, and modifications of the indebtedness.
This Guaranty shall bind Guarantor's estate as to the Indebtedness created both before and after
Guarantor's death or incapacity, regardless of Lander's actual notice of Guarantor's death, Subject to
the foregoing, Guarantors, executor or administrator or other legal 'representative may terminate
this Guaranty in the same manner in which Guarantor might have terminated it and with the some
effect. Release of any, other guarantor or termination of any other guaranty of the Indebtedness
shall not affect the ability of Guarantor under this guaranty. A revocation Lender receives from
anyone or more Guarantors shall not affect the liability of any remaining Guarantors under this
Guaranty.
GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, either
before or after any revocation hereof upon written notice to Guarantor by Lender, without lessening
Guarantor's liability under this Guaranty, from time to time: (A) prior to revocation as set forth
above, to make one or more additional secured or unsecured loans to Borrower, to lease equipment
or other goods to Borrower, or otherwise to extend additional credit to Borrower; (B) Intentionally
Deleted; (C) to take and hold security for the payment of this Guaranty or the Indebtedness, and
exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any such security,
with or without the substitution of new collateral; (D) to release, substitute, agree not to sue, or deal
with anyone or more of Borrower's sureties, endorsers, or other guarantors on any terms or in any
manner Lender may choose; (E) to determine how, when and what application of payments and
credits shall be made on the Indebtedness; (F) to apply such security and direct the order or manner
of sale thereof, including without limitation. any non -judicial sale permitted by the terms of the
controlling security agreement or deed of trust, as Lender in its discretion may determine; (G) to sell,
transfer, assign or grant participations, in all or any part -of the Indebtedness: and (H) to assign or
transfer this Guaranty in whole or in part.
GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and
warrants to Lender that (A) no representations or agreements of any kind have been made to
Guarantor which would limit or qualify in any way the terms of this Guaranty; (B) Intentionally
Deleted; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the
provisions of this Guaranty do not conflict with or result in a default under any agreement or other
instrument binding upon Guarantor and do not result in a violation of any law, regulation, court
decree or order applicable to Guarantor;" (E) Intentionally Deleted; (F) upon Lender's request,
Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and
all such financial information which currently has been, ,and all future financial information which
will be provided Lender is and will be true and correct in all material respects and fairly present,
Guarantor's financial condition as of the dates the financial information is provided; and (G) no
material adverse change has occurred in Guarantor's financial condition since the date of the most
recent financial statements provided to Lender and no event has occurred which may materially
adversely affect Guarantor's financial condition.
GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right
to require Lender (A) to continue lending money or to extend other credit to Borrower; (B) to resort
for payment or to proceed directly or at once against any person, including Borrower or any other
guarantor; (C) to proceed directly against or exhaust any collateral held by Lender from Borrower,
any other guarantor, or any other person; (D) Intentionally Deleted; (E) to pursue any other remedy
within Lender's power; or (F) to commit any act or omission of any kind, or at any time, with
respect to any matter whatsoever.
GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor
warrants and agrees that each of the waivers set forth above is made with Guarantor's full
knowledge of its significance and consequences and that, under the circumstances, the waivers are
reasonable and not contrary to public policy or law. If any such waiver is determined to be contrary
to any applicable law of public policy, such waiver shall be effective only to the extent permitted by
law or public policy.
MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this
Guaranty:
Amendments. This Guaranty together with any Related Documents, constitutes the entire
understanding and agreement of the parties as to the matters set forth in this Guaranty, No
alteration of or amendment to this- Guaranty shall be effective unless given in writing and
signed by both parties.
Attorneys' Fees; Expenses. Guarantor agrees to pay upon demand all of Lender's costs
and expenses, including Lender's attorneys' fees and Lender's legal expenses, incurred in
connection with the enforcement of this Guaranty. Lender may hire or pay someone else to
help enforce this Guaranty, and Guarantor shall pay the costs and expenses of such
enforcement.
Caption Headings. Caption headings in this Guaranty are for convenience purposes only
and are not to be used to interpret or define the provisions of this Guaranty.
Governing law. This Guaranty will be governed by federal law applicable to Lender and, to
the extent not preempted by federal law, the' laws of the State of Illinois without regard to
its conflicts of law provisions.
Integration. Guarantor further agrees that Guarantor has read and fully understands the
terms of this Guaranty; Guarantor has had the opportunity to be -advised by Guarantor's
attorney with respect to this Guaranty; the Guaranty fully reflects Guarantor's intentions and
parol evidence is not required to interpret the terms of this Guaranty. Guarantor hereby
indemnifies and holds Lender harmless from all losses, claims, damages, and costs (including
Lender's attorneys' fees) suffered or incurred by Lender as a result of any breach by
Guarantor of the warranties, representations and agreements of this paragraph.
Interpretation. In all cases where there is more than one Borrower or Guarantor, then all
words used in this Guaranty in the singular shall be deemed to have been used in the plural
where the context and construction so require; and where there is more than one Borrower
named in this Guaranty or when this Guaranty is executed by more than one Guarantor, the
words "Borrower" and "Guarantor" respectively shall mean all and anyone or more of them.
The words "Guarantor," "Borrower," and "Lender" include the heirs, successors, assigns,
and transferees of each of them, If a court finds that any provision of this Guaranty is not
valid or should not be enforced, that fact by itself will not mean that the rest of this
Guaranty will not be valid or enforced. Therefore, a court will enforce the rest of the
provisions of this Guaranty even if a provision of this Guaranty may be found to be invalid
or unenforceable. If anyone or more of Borrower or Guarantor are corporations,
partnerships, limited liability companies, or similar entities, it is not necessary for Lender to
inquire into the powers of Borrower or Guarantor or of the officers, directors, partners,
managers, or other agents acting or purporting to act on their behalf, and any indebtedness
made or created in reliance upon the professed exercise of such powers shall be guaranteed
under this Guaranty.
Notices. Any notice required to be given under this Guaranty shall be given in writing, and,
except for revocation notices by Guarantor, shall be effective when actually delivered, when
actually received by tele-facsimile (unless, otherwise required by law) when deposited with a
nationally recognized overnight courier, or, if mailed, when deposited in the United States
mail, as first class, certified or registered mail postage prepaid, directed to the addresses
shown near the beginning of this Guaranty. All revocation notices by Guarantor shall be in
writing and shall be effective upon delivery to Lender as provided in the section of this
Guaranty entitled "DURATION OF GUARANTY." Any party may change its address for
notices under this Guaranty by giving formal written notice to the other parties, specifying
that the purpose of the notice is to change the party's address, For notice purposes,
Guarantor agrees to keep Lender informed at all times of Guarantor's current address.
Unless otherwise provided or required by law, if there is more than one Guarantor, any
notice given by Lender to any Guarantor is deemed to be notice given to all Guarantors.
No Waiver by Lender. Lender shall not be deemed to have waived any rights under this
Guaranty unless such waiver is given in writing and signed by Lender. No delay or omission
on the part of Lender in exercising any right shall operate as a waiver of such right or any
other right. A waiver by Lender of a provision of this Guaranty shall not prejudice or
constitute e waiver of lender's right otherwise to demand strict compliance with that
provision or any other provision of this Guaranty. No prior waiver by Lender, nor any
course of dealing between Lender and Guarantor, shall constitute a waiver of any of
Lender's rights or of any of Guarantor's obligations as to any future transactions, Whenever
the consent of Lender is required under this Guaranty, the granting of such consent by
Lender in any Instance shall not constitute continuing consent to subsequent instances
where such consent is required and in all cases such consent may be granted or withheld in
the sole discretion of Lender.
Successors and Assigns. Subject to any limitations stated in this Guaranty on transfer of
Guarantor's interest, this Guaranty shall be binding upon and inure to the benefit of the
parties, their successors and assigns.
Waive Jury. Lender and Guarantor hereby waive the right to any jury trial in any action,
proceeding, or counterclaim brought by either Lender or Guarantor against the other.
DEFINITIONS. The following capitalized words and terms shall have the following meanings
when used in this Guaranty. Unless specifically stated to the contrary, all references to dollar
amounts shall mean amounts in lawful money of the United States of America. Words and terms
used in the singular shall include the plural, and the plural shall include the singular, as the context
may require. Words and terms not otherwise defined in this Guaranty shall have the meanings
attributed to such terms in the Uniform Commercial Code:
Borrower. The word "Borrower" means Hip Circle Empowerment Center and includes all
co-signers and co —makers signing the Note and all their successors and assigns.
GAAP. The word "GAAP" means generally accepted accounting principles.
Guarantor. The word "Guarantor" means everyone signing this Guaranty Malik Turley and
in each case, any signer's successors and assigns.
Guaranty. The word "Guaranty" means this guaranty from Guarantor to Lender.
Indebtedness. The word "Indebtedness" means Borrower's indebtedness to Lender as
more particularly described in this Guaranty.
Lender. The word "Lender" means City of Evanston, its successors and assigns.
Note. The word "Note" means and includes without limitation all of Borrower's promissory
notes and/or credit agreements evidencing Borrower's loan obligations in favor of Lander,
together with all renewals of, extensions of, modifications of, substitutions for promissory
notes or credit agreements.
Related Documents. The words "Related Documents" mean all promissory notes, credit
agreements, loan agreements, environmental agreements, guaranties, security 'agreements,
mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments,
agreements and documents, whether now or hereafter existing, executed in connection with
the Indebtedness.
EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE
PROVISIONS OF THIS GUARANTY AND AGREES TO ITS TERMS, IN ADDITION,
EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE
UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS GUARANTY TO
UNDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED
IN THE MANNER SET FORTH IN THE SECTION TITLED "DURATION OF
GUARANTY", NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE
THIS GUARANTY EFFECTIVE, THIS GUARANTY IS DATED , 2018.
GUARANTOR:
Malik Turley