HomeMy WebLinkAboutRESOLUTIONS-2012-017-R-12•
2/17/2012
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A RESOLUTION
Authorizing the City Manager to Negotiate a CDBG Loan
Agreement with Ward Eight, LLC
WHEREAS, the Congress of the United States passed Public Law 93-383,
Title I of the Housing and Community Development Act of 1974, which established the
Community Development Block Grant ("CDBG") Program; and
WHEREAS, the City of Evanston (the "City") is an "Entitlement City" by
definition in said Acts, and as such, is eligible to make application to the United States
Department of Housing and Urban Development ("HUD") for said grant programs; and
WHEREAS, and the Community Development Block Grant -Recovery
funds ("CDBG-R funds"), which is part of the American Recovery and Reinvestment Act
of 2009, have been allocated for economic development activities in or near census
tract 8102, which comprises the City's south Neighborhood Revitalization Strategy Area
("NRSA").
WHEREAS, the City seeks to loan $130,000.00 (One Hundred Thirty
Thousand and no/100 Dollars) of CDBG-R funds to Ward Eight, LLC, an Illinois limited
liability company, for an economic development project to operate a new business in the
City and said funds will be used for equipment, inventory, fixtures, and other appropriate
uses under HUD guidelines (the "Loan"); and
WHEREAS, Ward Eight, LLC will be occupying the commercial space on
the first floor of the city property located at 629 Howard Street, Evanston, Illinois (the
_. "Property");
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NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
THE CITY OF EVANSTON, COOK COUNTY, ILLINOIS:
SECTION 1: The City Manager or his designee is hereby authorized and
directed to review and underwrite the Loan, using the applicable HUD criteria for CDBG-
R funds.
SECTION 2: If the City Manager or his designee determines that Ward
Eight, LLC is qualified and approved to be recipient of the Loan, then the City Manager
or his designee is authorized to negotiate further all corresponding loan documents
between the City and Ward Eight, LLC.
SECTION 3: In the event that the Loan is approved, the City Manager is
also authorized to execute loan documents in substantial conformity with the attached
documents. Attached as Exhibit "A" is a project agreement, Exhibit "B" is the
promissory note for the Loan, Exhibit "C" is the commercial guaranty for the Loan, and
Exhibit "D" is the security agreement for the Loan.
Attest:
Rgd{ey Gre e, City Clerk
Adopted: v `'� _� , 2012
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Eli eth B. Tisdahl, Mayor
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• EXHIBIT "A"
PROJECT AGREEMENT
Loan Agreement dated as of March 15, 2012, WARD EIGHT LLC, an Illinois
limited liability company, individuals (the "Borrower"), and the CITY OF EVANSTON,
ILLINOIS, an Illinois municipal corporation ("City"), as Grantee under a Grant
Agreement with the United States Department of Housing and Urban Development, and
subject to the provisions of said loan. The Borrower and the City shall be referred to
herein as the "Parties". The Parties hereto hereby agree as follows:
ARTICLE 1
DEFINITIONS AND ACCOUNTING TERMS
SECTION 1.01. Defined Terms. As used in this Agreement, the following terms
have the following meanings (terms defined in the singular to have the same meaning
when used in the plural and vice versa):
"Affiliate" means any Person (1) which directly or indirectly controls, or is controlled
by, or is under common control with the Borrower or a Subsidiary; (2) which directly or
indirectly beneficially owns or holds five percent (5%) or more of any class of voting
stock of the Borrower or any Subsidiary; or (3) five percent (5%) or more of the voting
• stock of which is directly or indirectly beneficially owned or held by the Borrower or a
Subsidiary. The term control means the possession, directly or indirectly, of the power
to direct or cause the direction of the management and policies of a Person, whether
through the ownership of voting securities, by contract, or otherwise.
"Agreement" means this Loan Agreement, as amended, supplemented, or modified
from time to time.
"Borrower" is the person, persons, or entity owing money under this agreement or
combination thereof.
"Business Day" means any day other than a Saturday, Sunday or other day on which
commercial banks in Illinois are authorized or required to close under the laws of the
State of Illinois.
"Collateral" means all property subject to the Lien granted by the Security
Agreement, and/or Mortgage.
"Debt" means (1) indebtedness or liability for borrowed money or for the deferred
purchase price of property or services (including trade obligations); (2) obligations as
lessee under capital leases; (3) current liabilities in respect of unfunded vested
benefits under any retirement plans; (4) obligations under letters of credit issued for the
• account of any Person;_ (5) all obligations arising under acceptance facilities; (6) all
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guaranties, endorsements (other than for collection or deposit in the ordinary course of •
business), and other contingent obligations to purchase, to provide funds for payment,
to supply funds to invest in any Person, or otherwise to assure a creditor against loss;
funds to invest in any Person, or otherwise to assure a creditor against loss; and (7)
obligations secured by a Lien on property owned by the Person, whether or not the
obligations have been assumed.
"Event of Default" means any of the events specified and provided that any
requirement for the giving of notice, the lapse of time, or both, or any other condition,
has been satisfied.
"GAAP" means generally accepted accounting principles in the United States.
"Guarantor" means names of all guarantors — those who own 20% or more of
business.
"Guaranty" means the Note to be delivered by the Guarantor under the terms of this
Agreement.
"Head Office" means City Hall, 2100 Ridge Avenue, Evanston, Illinois 60201.
"Liens" means any mortgage, deed of trust, pledge, security interest, hypothecation,
assignment, deposit arrangement, encumbrance, lien (statutory or other), or preference,
priority, or other security agreement or preferential arrangement, charge, or encum- •
brance of any kind of nature whatsoever (including, without limitation, any conditional
sale or other title retention agreement, any financing lease having substantially the
same economic effect as any of the foregoing, and the filing of any financing statement
under the Uniform Commercial Code or comparable law of any jurisdiction to evidence
any of the foregoing).
"Loan" will have the meaning assigned to such term in ARTICLE II.
"Loan Documents" means this Project Agreement, the Promissory Note, the Security
Agreement, and the Commercial Lease Agreement.
"Note" will have the meaning assigned to such term in ARTICLE II.
"CDBG" means Community Development Block Grant — Recovery Program
governed by the program rules and regulations under the Housing and Community
Development Act of 1974, as amended.
"Person" means an individual, partnership, corporation, business trust, joint stock
company, trust, unincorporated association, joint venture, governmental authority, or
other entity of whatever nature.
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• "Security Agreement" means the Security Agreement to be delivered by the
Borrower under the terms of this Agreement.
"Subsidiary" means, as to any Person, corporation of which shares of stock having
ordinary voting power (other than stock having such power only by reason of the
happening of a contingency) to elect a majority of the board of directors or other
managers of such corporations is at the time owned, or the management of which is
otherwise controlled, directly, or indirectly through one or more intermediaries, or both,
by such Person.
SECTION 1.02. Project Description. Borrower will be opening a wine
bar business called "Ward Eight" at 629 W. Howard Street, Evanston, Illinois 60202.
Ward Eight will be an owner -operated neighborhood bar and eatery. The establishment
will be serving cocktails, craft beer, boutique wines, and seasonal food to its customers.
The loan funds will be used in accordance with the terms of this Agreement to enable
the Borrower to begin operating the subject business.
SECTION 1.03. 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. .
SECTION 1.04. Accounting Terms. All accounting terms not specifically
defined herein will be construed in accordance with generally accepted accounting
principles consistent with those applied in the preparation of the financial statements,
and all financial data submitted pursuant to this Agreement will be prepared in
• accordance with such principles.
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SECTION 1.05. Security Interests. The Borrower hereby grants a security
interest in and to all equipment (as defined in Article 9 of the Illinois Uniform
Commercial Code), machinery, apparatus, fittings, and other tangible personal property
from the use of the proceeds of this Loan Document and Note. Including but not limited
to, all the property described in "Exhibit A"; and any other now owned or hereafter
acquired machinery, apparatus, equipment, and betterment.
ARTICLE II
AMOUNT AND TERMS OF THE LOAN
SECTION 2.01. Amount of Loan. The City agrees based on the terms and
conditions hereinafter set forth, to make a loan (the "Loan") to the Borrower on the date
of this Agreement in the principal sum of One Hundred Thirty Thousand and no/100
Dollars ($130,000.00).
SECTION 2.02. Interest. The Borrower will pay interest to the City on the
outstanding and unpaid principal amount of the Loan made under this Agreement at a
rate per annum equal to four percent (4%). 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%).
SECTION 2.03. Term Note. The Borrower's obligation to repay the Loan will be •
evidenced by its promissory note (the "Note") in substantially the form of Exhibit B
hereto and payable to the order of the City.
SECTION 2.04. Indebtedness. The Borrower will not incur any long-term
indebtedness for borrowed money or guarantee any such long-term indebtedness or
issue debt securities of any type without the written consent of the City other than (a) in
replacement of existing or maturing debt (b) in the ordinary course of business
consistent with prior practice.
SECTION 2.05. Payment of Funds. The Parties acknowledge and agree that
the Loan funds will be used for payment of Eligible Uses, defined supra in Section 2.07,
and payment will be made to the vendors directly by the City after determination of
eligibility. In addition, the parties will later agree on the amount of working capital funds
and a disbursement schedule. The funds shall be fully disbursed on or before August
15, 2012 to the Borrower and payment made to the vendors no later than September
30, 2012.
SECTION 2.06. Access to Information. Upon request and reasonable notice of
the City, the Borrower agrees to provide any and all receipts, invoices, statements,
accounts, etc., for the project, as the City may deem necessary, for its review of the
project costs and management. Further, during the course of this Agreement ongoing
access to the Borrowers books, contracts, records, and properties for review of the •
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• operations of the Borrower. The Borrower agrees to provide the City with the following
documents prior to funding under this Agreement:
• Projected Cash Flow for 10 years;
• Budget including operating cash flow;
• Amount of the Monetary Investment from Borrower;
• Business Plan for the operation of the wine bar and restaurant;
• Project Timeline
SECTION 2.07. Microenterprise Assistance. The Borrower's business, prior to
execution of this Project Agreement, must meet or exceed the qualification standards
for a microenterprise set by HUD.
A. Purpose: The microenterprise business will employ five or fewer persons,
including the business owner or owners.
B. Eligibility: The Borrower has been previously determined to be eligible for
assistance, and has met a low -moderate income test; that is the Borrower (business
owners) has an income which does not exceed 80% of the area median income, which
is based on family size and gross annual income. The Borrower represents that the
business for which this assistance qualifies as a microenterprise, defined as having 5 or
fewer employees (including business owner).
C. Eligible Use of Funds:
i. Funds can be used to purchase capital equipment and fixtures including,
but not limited to, processing or display equipment; computer hardware; office
• furniture; display fixtures, or other equipment and fixtures that directly support the
business activities of the applicant. The City intends to file a UCC lien on the
business.
ii. Funds can also be used for working capital purposes. The City intends
to file a UCC lien on the business.
iii. Program funds can be directed to purchase inventory for the business.
iv. Software that is specifically related to the business activity of the
Borrower may be purchased with the funds.
v. Other uses not specified and deemed appropriate by the City, will be
considered, including attorney fees or professional services, provided that it is in
the Borrower's Project Budget.
D. Ineligible Use of Funds:
i. Refinancing of existing debt and payment of interest as a result of interim
financing is an ineligible use of funds.
ii. Rental payments for the commercial business to the Landlord and rental
payments for Borrower's residence.
iii. Motor Vehicles cannot be purchased or leased with funds.
E. Disbursement of Funds: City disbursement of loan funds will be based on a
mutually agreed upon schedule and based on documented costs between the City and
the Borrower. The type of documentation required will be based on the expense to be
paid for; i.e. equipment/working capital/inventory/repairs, etc.. The loan funds must be
• drawn on or before August 15, 2012.
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ARTICLE III •
_ GENERAL PROVISIONS
SECTION 3.01. Amendments. No amendment, modification, termination, or
waiver of any provision of any Loan document to which the Borrower is a party, nor
consent to any departure by the Borrower from any Loan Document to which it is a
party, will in any event be effective unless the same will be in writing and signed by both
parties, and then such waiver, consent, or extension will be effective only in the specific
instance and for the specific purpose for which given.
SECTION 3.02. Notices. All notices and other communications provided for
under this Agreement and under the other Loan Documents to which the Borrower is a
party will be in writing (including telephone facsimile communication) and mailed or
telephone facsimiles or delivered it to the Borrower, at its address at:
Ward Eight LLC
631 Howard, Unit 2
Evanston, IL 60202
And if to the City, at its address at:
City of Evanston
Community and Economic Development Department •
2100 Ridge Avenue
Evanston, IL 60201
With a copy to:
City of Evanston Law Department
Attn: W. Grant Farrar, Corporation Counsel
2100 Ridge Avenue, Room 4400
Evanston, IL 60201
or as to each party at such other address as will be designated by such party in a
written notice to the other party complying as to delivery with the terms of this Section
3.02. All such notices and communications shall, when mailed or telephone facsimile,
be effective when deposited in the mails or delivered to the telegraph company, respec-
tively, addressed as aforesaid, except that notices to the City pursuant to the provisions
of Article 11 shall not be effective until received by the City.
SECTION 3.03. No Waiver Remedies. No failure on the part of the City to
exercise, and no delay in exercising, any right, power, or remedy under any Loan
Documents shall not operate as a waiver thereof; nor shall any single or partial exercise
of any right under any Loan Documents preclude any other or further exercise thereof or
the exercise of any other right. The remedies provided in the Loan Documents are
cumulative and not exclusive of any remedies provided by law. 0
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SECTION 3.04. Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of the Borrower and the City and their respective
successors and assigns, except that the Borrower may not assign or transfer any of its
rights under any Loan Document to which the Borrower is a party without the prior
written consent of the City.
SECTION 3.05. Business Contemplated. This Agreement requires the
Borrower to maintain the nature and type of business contemplated by the parties upon
execution of this Agreement, operation of a wine bar and restaurant within the corporate
limits of the City of Evanston, and failure to do so will be considered a non -monetary
default, of the Note (Exhibit B).
SECTION 3.06. Costs, Expenses, and Taxes. Upon an Event of Default
under the Loan Documents ,the Borrower agrees to pay on demand all costs and
expenses in connection with the collection of any of the loaned amounts, including
without limitation the reasonable fees and out-of-pocket expenses of counsel for the
City, and local counsel who may be retained by said counsel, with respect thereto and
with respect to advising the City as to its rights and responsibilities under any of the
Loan Documents, and all costs and expenses, if any, in connection with the
enforcement of any of the Loan Documents. In addition, the Borrower shall pay any and
all stamp and other taxes and fees payable or determined to be payable in connection
with the execution, delivery, filing, and recording of any of the Loan documents and the
• other documents to be delivered under any such loan collection efforts.
SECTION 3.07. 24 CFR Part 570, Subpart K (Labor Standards) or Davis -
Bacon. After staff review, it has been determined by the City, acting through its
Community and Economic Development Director, that this activity is primarily related to
financing and that the City has no direct control or authority over any construction
activity within the commercial space subject to this Agreement, other than those arising
by operation of law concerning building, fire, safety, etc. codes, adopted from national or
state sources and uniformly enforced in the municipality.
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SECTION 3.08. Indemnity. The Borrower will indemnify and hold harmless the
City and its officers, officials, agents, and employees from and against any and all
losses (including reasonable attorneys' fees), by it or them while it or they are acting in
good faith to carry out the transactions contemplated by this Loan Document, and
related Agreements. Except as otherwise provided in this Agreement, Borrower shall
protect, indemnify and save City and its officers, agents, attorneys, and employees
harmless from and against any and all obligations, liabilities, costs, damages, claims
and expenses of whatever nature arising from this Agreement in any way, including any
contracts entered into for the construction of the improvements, operation of the
business, or otherwise, or arising from any negligent or willful act of Tenant. Tenant
shall pay for all of Landlord's costs of suit and attorneys fees and expenses.
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SECTION 3.09. Governing Law. This Agreement and the Note shall be
governed by, and constructed in accordance with, the laws of the State of Illinois.
SECTION 3.10. Severability of Provisions. Any provision of any Loan
Document, which is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions of such Loan Document or affecting the validity or
enforceability of such provision in any other jurisdiction.
SECTION 3.11. Headings. Article and Section headings in the Loan
Documents are included in such Loan Documents for the convenience of reference only
and shall not constitute a part of the applicable Loan Documents for any other purpose.
ARTICLE IV
REGULATIONS
The following laws and regulations govern the use of the proceeds of these funds
and Borrower must acknowledge and agree to adhere to the following regulations:
SECTION 4.01. Statutes.
A. Housing and Community Development Act of 1974, as amended;
P.L.93-383 42 U.S.C. 5301, et. seq;
B. National Environmental Policy Act of 1969;
C. Civil Rights Act of 1964 - Title VI;
D. Civil Rights Act of 1968 - Title Vill;
E. Housing and Community Development Act of 1968, as amended,
(Section 3),
F. Rehabilitation Act of 1973, as amended;
G. Age Discrimination Act of 1975, as amended,-
H. Uniform Relocation and Real Property Acquisition Policies Act of 1970,
as amended;
I. Flood Disaster Protection Act of 1973;
J. Hatch Act;
K. Lead -Based Paint Poisoning Prevention Act.
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SECTION 4.02. Executive Orders.
A. Executive Order 11246, as amended by Executive Orders 11375
and 12086 (Non -Discrimination);
B. Executive Order 11063, as amended by Executive Orders 12259
(Equal Opportunity/Non Discrimination),
C. Executive Orders 11988 and 11288 (Flood Hazards and
Prevention, Control and Abatement of Water Pollution)
SECTION 4.03. Regulations.
A. 24 CFR Part 58 (Environmental);
B. 24 CFR Part 1 (Civil Rights);
C. 41 CFR Chapter 60 (Non -Discrimination)
D. 24 CFR Part 107 (Equal Opportunity/Non-Discrimination)
E. 24 CFR Part 42 (Relocation/Acquisition)
• F. 24 CFR Part 570, Subpart K (Labor Standards)
G. OMB Circular A-87 (Cost Principles)
H. OMB Circular A-102 (Uniform Administrative Requirements)
I. 24 CFR Part 35 (Lead -Based Paint Poisoning)
J. 24 CFR 570 (CDBG - Economic Development)
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Including an ongoing project determination of and in accordance with
CFR 570.209 as follows:
1. The project costs are reasonable;
2. That all sources of the project financing are committed;
3. That to the extent practicable, CDBG funds are not substituted
for non -Federal financial support;
4. That the project is financially feasible;
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5. That to the extent practicable, the return on the owner's equity •
investment will not be unreasonably high;
6. That to the extent practicable, CDBG funds are distributed on a
--- pro-ratabasis with other financing. - -- -"- — -- -
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized, as of the date first
above written.
WARD EIGHT LLC
By: Came:!� Cody Modeer
Its: Manager
By. C_.--�
Name: Anne Carlson
Its:...Manager
CITY OF VASTON
Y4LIA.
•
B : 3CEDOir, a,, s designbe fordCity Manager
Communnd Economic Development Department
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PROMISSORY NOTE
Name and Address of Borrower:
Ward Eight LLC
629 Howard Street
Evanston, IL 60202
Dated: Auqust 15, 2012
1. BORROWER'S PROMISE TO PAY
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FOR VALUE RECEIVED, the undersigned, Ward Eight LLC, an Illinois limited liability
company(referred to hereafter as the "Borrower"), promise to pay to the order of the City
of Evanston, an Illinois home rule municipal corporation, acting through its Community
and Economic Development Department, with its principal office located at 2100 Ridge
Avenue, Evanston, Illinois (the "Lender"), in the manner provided in this Note, the
principal sum of $130,000.00 (One Hundred Thirty Thousand and 00/100 Dollars) (the
"Loan"), the security interest will be secured by a Uniform Commercial Code financing
statement (the "UCC Financing Statement") and security agreement (the "Security
Agreement") against the Borrower's equipment and fixtures ("Equipment and Fixtures")
to be located at 629 Howard, Evanston, Illinois (the "Property") for the operation of the
• business, dated the date of this Note and recorded with the Cook County Recorder of
Deeds on , 2012 and as Document Number (the
"Security"), together with interest computed on the basis of a 360 day year, from the
date of disbursement on the balance of principal remaining from time to time unpaid at
an annual rate equal to the greater of four percent (4.00%). 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".
The funds for the Loan are provided through the Community Development Block Grant -
Recovery funds ("CDBG-R funds"), part of the American Recovery and Reinvestment
Act of 2009, totaling the amount of the Loan, have been allocated for economic
development activities in or near census tract 8102, which comprises the City's south
Neighborhood Revitalization Strategy Area (NRSA). Economic development is a high
priority of the NRSA plan, which is part of the City's 2010-2014 Consolidated Plan to
achieve the community development goals for south Evanston. This census tract is also
targeted by the City's Neighborhood Stabilization Program 2 grant to purchase,
rehabilitate and re -occupy foreclosed homes in neighborhoods hardest hit by
foreclosures and job losses.
CDBG-R funds will be used for economic development projects that may include:(a)
• Rehabilitation of commercial properties purchased by the City with TIF dollars to
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address code violations and make improvements needed to attract retail or commercial
tenants; and/or (b) Grants or loans to for -profit businesses, non-profit enterprises or
micro -enterprises that provide economic development benefits; eligible uses of funds
include: property acquisition, construction, rehabilitation or other needs, and equipment
purchases.
The CDBG-R Funds shall be administered in accordance with the guidelines and
requirements provided in a project agreement between the City and its Borrower (the
"Project Agreement"). The Project Agreement terms are incorporated herein by
reference.
2. LOAN TERM. FORGIVENESS AND REPAYMENT
The term of the Loan is ten (10) years commencing on August 15, 2012 and ending on
August 14, 2022 (the "Loan Term"). The Loan will bear interest during the Loan Term at
4% interest per annum. The Loan can be pre -paid with no penalty or fee assessed
against the Borrower.
3. SECURITY FOR NOTE- UCC FINANCING STATEMENT
The indebtedness evidenced by this Note (including all principal, interest, charges, fees,
and expenses) is secured by the aforementioned Security, dated of even date herewith
encumbering the fixtures and personal property of the Borrower. The Note, Security
Agreement, and UCC Financing Statement shall be collectively referred to as the "Loan
Documents" and the terms of which are hereby incorporated by this reference. The
Lender will record the UCC Financing Statement following the execution of this Note,
which shall remain a valid lien on the Equipment and Fixtures until the Loan is paid off
in full and until the end of the Loan Term. The Note, Security Agreement, Project
Agreement, and UCC Financing Statement shall be collectively referred to as the "Loan
Documents" and the terms of which are hereby incorporated by this reference.
4. 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"):
1) If Borrower does not occupy the Property as their place of business for the
duration of the Loan Term (including incidence of death of the Borrower). The
Lender shall give written notice to Borrower of this Default. The Borrower shall
have a period of thirty days to cure the Default ("Occupancy Cure Period").
2) If all or any part of the Fixtures and Equipment 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.
3) If a default or event of default occurs and is continuing under any
representation or covenant under the Loan Documents.
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• 4) If a default or event of default occurs and is continuing under any other
mortgage or loan agreement encumbering the Fixtures and Equipment.
5) 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.
6) 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, for the 10-year loan term, the Loan shall be
immediately due and owing and the principal amount 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 or
any escrow fund payments for taxes or insurance required under the Security
Agreement 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
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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 Documents or any portion or combination of such
real estate and other security, 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.
5. 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 the 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.
6. 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.
7. GIVING OF NOTICES
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iAny 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: Community and Economic Development Department
2100 Ridge Avenue, Room 3103
Evanston, Illinois 60201
with a copy to:
City of Evanston
Legal Department
2100 Ridge Avenue Room 4400
Evanston, Illinois 60201
8. 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 Security Agreement to the contrary, the Loan is a recourse obligation of
the Borrower.
9. GOVERNING LAW AND WAIVER OF TRIAL BY JURY
This Promissory Note shall be governed by the laws of the State of Illinois. Borrower
hereby represents and warrants that it knowingly and voluntarily waives any
rights to trial by jury for any litigation related to or arising out of, under, or in any
way connected with the obligations of this Note.
10. 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.
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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.
[Signatures on following page]
am
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iThe Undersigned have caused this Note to be executed as of the date first written
above.
Address: q 3VI s � R��hma�
-b
14 3 Z l
•
BORR LER:B ,
By:
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EXHIBIT "C"
GUARANTY
Borrower: Ward Eight, LLC, an Illinois
limited liability company
Guarantors: Anne Carlson and Cody
Modeer,
individuals
631 Howard Street, Unit 2
Evanston, IL 60202
Loan Term: 10 years (120 months)
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Lender: City of Evanston, an Illinois home
rule municipal corporation
Principal Amount: $130,000.00
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
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• 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, Guarantor's, 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
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present, Guarantor's financial condition as of the dates the financial information is •
provided; (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; (H) no litigation, claim, investigation, administrative proceeding or similar
action (including those for unpaid taxes) against Guarantor is pending or threatened; (1)
Lender has made no representation to Guarantor as to the creditworthiness of
Borrower; and (J) Guarantor has established adequate means of obtaining from
Borrower on a continuing basis information regarding Borrower's financial condition.
Guarantor agrees to keep adequately informed from such means of any facts, events,
or circumstances which might in any way affect Guarantor's risks under this Guaranty,
and Guarantor further agrees that, 'absent a request for information, Lender shall have
no obligation to disclose to Guarantor any information or documents acquired by Lender
in the course of its relationship with Borrower.
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) Intentionally Deleted. (C) to resort for payment or to proceed directly or at
once against any person, including Borrower or any other guarantor; (D) to proceed
directly against or exhaust any collateral held by Lender from Borrower, any other
guarantor, or any other person; (E) Intentionally Deleted; (F) to pursue any other
remedy within Lender's power; or (G) to commit any act or omission of any kind, or at
any time, with respect to any matter whatsoever.
Guarantor also waives any and all rights or defenses based on suretyship or •
impairment of collateral including, but not limited to, any rights or defenses arising by
reason of (A) any "one action" or "anti -deficiency" law or any other law which may
prevent Lender from bringing any action, including a claim for deficiency, against
Guarantor, before or after Lender's commencement or completion of any foreclosure
action, either judicially or by exercise of a power of sale; (B) any election of remedies by
Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or
Guarantors rights to proceed against Borrower for reimbursement. including without
limitation, any loss of rights Guarantor may suffer by reason of any law limiting,
qualifying, or, discharging the Indebtedness; (C) any disability or other defense of
Borrower, of any other guarantor, or of any other person, or by reason of "the cessation
of Borrower's liability from any cause whatsoever, other than payment in full in legal
tender, of the Indebtedness; (D) any right to claim discharge or the Indebtedness on the
basis of unjustified impairment, of any collateral for the Indebtedness; (E) any statute of
limitations, if at any time any action or suit brought by Lender against Guarantor is
commenced, there is outstanding Indebtedness which is not barred by any applicable
statute of limitations; or (F) any defenses given to guarantors at law or in equity other
than actual payment and performance of the Indebtedness. If payment is made by
Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness
and thereafter Lender is forced to remit the amount of that payment to Borrower's
trustee in bankruptcy or to any similar person under any federal or state bankruptcy law
or law for the relief of debtors, the Indebtedness shall be considered unpaid for the •
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• purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not
to assert or claim at any time any deductions to the amount guaranteed under this
Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar
right, whether such claim, demand or right may be asserted by the Borrower, the
Guarantor, or both.
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.
SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees
that the indebtedness, whether now existing or hereafter created, shall be superior to
any claim that Guarantor may now have or hereafter acquire against Borrower, whether
or not Borrower becomes insolvent. Guarantor hereby expressly subordinates, any
claim Guarantor may have against Borrower, upon an account whatsoever, to any claim
that Lender may now or hereafter have against Borrower. In the event of insolvency
and consequent liquidation of the assets of Borrower, through bankruptcy, by an
assignment for the benefit of creditors, by voluntary liquidation, or otherwise, the assets
of Borrower applicable to the payment of the claims of both Lender and Guarantor shall
be paid to Lender and shall be first applied by Lender to the indebtedness. Guarantor
• does hereby assign to Lender all claims which it may have or acquire against Borrower
or against any assignee or trustee in bankruptcy of Borrower; provided however, that
such assignment shall be effective only for the purpose of assuring to Lender full
payment in legal tender of the Indebtedness.
•
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. Costs and
expenses include Lender's attorneys' fees and legal expenses whether or not
there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy
proceedings (including efforts to modify or vacate any automatic stay or
injunction), appeals, and any anticipated post -judgment collection services.
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Guarantor also shall pay all court costs and such additional fees as may be •
directed by the court.
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 •
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17-R-12
• 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 a 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 Ward Eight. LLC 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.
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Guarantor. The word "Guarantor" means everyone signing this Guaranty, Anne •
Carlson and Codv Modeer, 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 Citv 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 %ESSARY TO MAKE THIS GUARANTY
EFFECTIVE, THIS GUARANTY is DATED &h- 1:2- , 2012.
GUARANTORS.
ANN CARS
CODY MODEER
•
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• EXHIBIT "D"
SECURITY AGREEMENT
This Security Agreement is by and among Ward Eight, LLC, an Illinois limited liability
company hereinafter referred to collectively as the "Debtor" for value received, hereby
grants to the City of Evanston, Illinois, an Illinois home rule municipality, with its
principal address at 2100 Ridge Avenue, Evanston, Illinois 60201, hereinafter referred
to as the "Secured Party," a security interest in the following collateral and all additions
thereto for the term of the loan that is the project agreement dated March 15, 2012
between the parties:
Street Address: 629 Howard Street, Evanston, Illinois 60202
Parcel Numbers: 10-30-209-024-0000
All equipment, machinery, apparatus, fittings, readily removable fixtures and other
tangible personal property, and any and all profits, fees, condemnation awards,
insurance proceeds, and other rights and interests.
This security interest is given for the purpose of securing payment of any and all
indebtedness of the Debtor to the Secured Party in connection with the loan made to
the Debtor and evidenced by promissory note dated August 15, 2012, together with all
- costs--and--expenses Jn connection therewith including- but not limited to expenses -of-
• retaking, preserving, repairing, maintaining, preparing for sale, and selling said collateral
as well as reasonable attorney's fees, court costs, and other legal expenses. In the
event that Debtor defaults in the payment of said indebtedness, or becomes insolvent,
or fails to keep said collateral free of all other liens, or if for any reason the secured
party feels insecure, Secured Party has the option of declaring the entire indebtedness
immediately due and payable, and shall have all of the rights and remedies of a secured
party under the Illinois Uniform Commercial Code as the same may be amended from
time to time. The requirement of the reasonable notice of any sale hereunder shall be
met if such notice is mailed, postage prepaid, to the address of the Debtor shown at the
beginning of this agreement at least 5 days before the time of sale or disposition.
Secured Party and Debtor have caused this Agreement to be executed and
delivered as of the date set forth opposite their name.
City oWAC"e,
fEvanston, Illinois
By:
City Mana , Wally Bobkiewicz
•
War 'ght, LLC ^
By: tiou
Anne C son nager
By:
Cody odeer, Manag
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•
•