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HomeMy WebLinkAboutResolution #1122 RESOLUTION NO. ~~_ A RESOLUTION APPROVING A "MEMORANDUM OF AGREEMENT" BE"IWEEN THE CITY OF CANTON AND SHEE SAI, INC. AND AUTHORIZING AND DIRECTING THE MAYOR AND CITY CLERK TO EXE('UI~ AND DELIVER SAID AGREENID.VT ON BEHALF OF THE CITY OF CANTON, ILLINOIS. WHEREAS, the Canton City Council has determined that it is necessary and in the best interest of the City of Canton to enter into a "Memorandum of Agreement" with Shee Sai, Inc. as set forth in Exhibit "A" hereto attached. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CANTON, Fulton County, Illinois as follows: 1. That Exhibit "A" hereto attached and herein incorporated by reference is hereby approved by the Canton City Council. 2. That the Mayor and City Clerk are hereby authorized and directed to execute originals of Exhibit "A" and to deliver the same on behalf of the City of Canton . 3. That this Resolution shall be in full force and effect immediately upon its passage by the City Council of the City of Canton, Fulton County, Illinois, and approval by the Mayor thereof. PASSID by the City Council of the City of Canton, Fulton County, Illinois at a regular meeting this 19 ~i- day of G~,,~p,,,,, ~,~ 1985, upon a roll call vote as follows: AYES: Aldermen Chapman, May, Boller, Workman, Sarff, Falcone, Zilly, Kovachevich_. NAYS: None , ABSENT: None . APPROVED: Donald E. Edwards, Mayor ATII;ST Nanc White City Clerk ~ Dra ~tc~? ~~L?soh ~.~ ~i1F~IS~ !~~ ~uExfiwa~i~i`f ii?"i?3 Q91sf Pui~lish ire ~~ ~;e;~~~;r~! ~..il~c~~iatsor~ nev~s~apet' CitW A~. Date ~~466 MEMORANDUM OF AGRF.F'MF'NT This Agreement, entered into as of the day of November, 1985, by and between the City of Canton, Illinois, 210 East Chestnut Street, (hereinafter "Lender), and Shee Sai, Inc., 129 North Main Street, .(hereinafter "Borrower") WITNESSETH: A. Whereas the City of Canton is interested in expanding its economic base with the primary emphasis on creating and retaining jobs; and, B. Whereas the City of Canton is under a contractural agreement with the Illinois Department of Commerce and Community Affairs to implement an economic develop- ment program that significantly impacts upon its economic base; and, C. Whereas the Borrower is interested in maintaining and expanding its employment base. NOW, THEREFORE, the parties hereto do mutually agree as follows: Part I The Loan Section 1.01: THE LOAN AND RATE. Subject to the terms and conditions of this Agreement and its supporting documents, the Lender hereby agrees to lend the Borrower and the Borrower hereby agrees to borrow from the Lender and repay the Lender, or its assigns,. the amount of $16,000.00. The obligation of the Borrower to repay the loan shall be evidenced by the promissory note (hereafter the "note") of the Borrower in a form satisfactory to the Lender and the state dated the date on which the loan is made payable to the order of the Lender for the amount of the loan (Attach as "closing Exhibit A"). Section 1.02: THE TERM AND REPAYMENT. The term of the loan shall be five (5) years at 5o APR. The note shall be repayable in equal semi-annual installments of $1,600.00. The first semi-annual installment shall be due and payable six months from the date of disbursement of loan funds pursuant to this agreement. All payments shall be applied first to interest and then to principal. All payments will be made promptly to the Lender at its address specified at the beginning of this Agreement, or at such other address as it may designate in writing. Section 1.03: PURPOSE OF LOAN. The purpose of the loan is for the purchase of inventory and equipment. The Borrower agrees that it will apply the fund received by it under this agreement in accordance with the purpose so specified and to create three (3) jobs. ARTICLE II Representations and Warranties ~` SECTION 2.01: DULY ORGANIZED The Borrower is a (corporation), validly existing and in good standing under the laws of the State of Illinois and has the power to enter into this agreement and to borrow hereunder. SECTION•2.02: DULY AUTHORIZED The making and performance by the Borrower of this Agreement, and the execution and delivery of the Note, and any Security Agreements and Instruments have been duly authorized by all necessary corporate action and will not violate any law, rule, regulation, order, writ, judgement, decree, determination or award presently in effect having applicability to the Borrower or any provision of the Borrower's Certificate of Incorporation or By Laws or result in a breach of or constitute a default under any indenture or bank loan or credit agreement or any other agreement or instrument to which the Borrower is a party or by which it or its property may be bound or affected. SECTION 2.03: LEGALLY BiNDiNG~iNSTRUMENTS When this Agreement is executed by the Borrower and the Lender, and when the Note is executed and delivered by the Borrower for value, each such instrument shall constitute the legal, valid and binding obligation of the company in accordance with its terms. Any Security Agreements and Instruments, Financing Statements, Mortgages and other liens on chattel or real estate shall constitute legal, valid and binding liens free and clear of all prior liens and encumbrances except as. ,provided. SECTION 2:0~: NO LEGAL QUITS K There are no legal actions, suits, or proceedings pending or, to the knowledge of the Borrower, threatened against the Borrower before any court or administrative agency, which, if determined adversely to the Borrower, would have a material adverse effect on the financial condition or business of the Borrower. SECTION 2.05: NO LEGAL AUTHORIZATION NEEDED No authorization, consent or approval or any formal exemption of any Governmental body, regulatory authorities (Federal, State or Local) or mortgagee, creditor or third party is or was necessary to the valid execution and delivery by the Borrower of this Agreement, the Note or any Security Agreement, Financing Statement or Mortgage except as provided for under Sections 3.09 and 3.10 herein. SECTION 2.06: NOT IN DEFAULT The Borrower is not in default of any obligation, covenant, or condition contained in any bond, debenture, note or other evidence of indebtedness or -- any mortgage or collateral instrument securing the same. -150- SECTION 2.07: TAXES ARE PAID The Borrower has filed all tax returns which are required and has paid or made provision for the payment of all taxes which have or may become due pursuant to said returns or pursuant to any assessments levied against the ~..: Borrower or its personal or real property by any taxing agency, federal, state or local. No tax liability has been asserted by the Internal Revenue Service or other taxing agency, federal, state, or local for taxes materially in excess of those already provided for and the Borrower knows of no basis for any such deficiency assessment. _ SECTION 2.08: NO ADVERSE-CHANGE The Borrower certifies that there has been no adverse change since the date of loan application in the financial condition, organization, operation, business prospects, fixed properties personnel of the Borrower or Borrower's commitment to create tY~r-ee -(3-) permanent jobs SECTION 2.09: MODIFICATION OF-THE TERMS OF REPAYMENT If the Borrower fails to expand its business and/or create or retain the permanent jobs in the State of Illinois as committed in this agreement and papers of inducement or fails to sustain this expansion or to sustain these created and/or retained jobs, then the Borrower and Lender agree without recourse to modify the conditions of repayment to the desires of the State with regards to term and/or rate of the loan and will meet those conditions - upon demand of the State. (The Loan Term and Rate will assume the values of a standard private banking activity that typically have a term no greater than seven years and an interest.-.rate at prime). ~._~ ARTICLE III CONDITIONS OF LENDING The obligation of the Lender to make the Loan shall be subject to the fulfillment at the time of closing of each of the following conditions which shall be evidence to the state for final consideration and approval. SECTION 3.0i: EXECUTION AND DELIVERY OF NOTE AND LOAN AGREEMENT - The Borrower shall have executed and delivered to the Lender this Loan Agreement and the Note in a form satisfactory to the Lender and its Counsel (see Appendix A). SECTION 3.02: EXECUTION AND DELIVERY OF SECURITY AGREEMENT AND MORTGAGE The Borrower shall have executed and delivered to the Lender a Security Agreement and Financing Statements in a form satisfactory to the Lender, giving the Lender security in all of the chattel and personal property acquired with the Loan proceeds (as listed in Exhibit B attached hereto). The borrower also shall have executed and delivered to the Lender a Mortgage on the real estate described in Exhibit C attached hereto. Said Security Agreement, Financing Statements and Mortgage shall be free and clear of all prior liens and encumbrances except as provided in the state's letter of -151- commitment. Said Security Agreement, Financing Statements and Mortgage are to secure payment of the principal of the Note, the interest thereon and any other sums payable by the Borrower hereunder. SECTION 3.03: EXECUTION AND CERTIFICATION OF RESOLUTION OF BOARD OF DIRECTORS The Borrower shall have executed and delivered to the Lender a duly certified copy of a Resolution of the Board of Directors authorizing the execution and delivery by the'Borrower of this Agreement, the Note and Security Agreement and Mortgage. SECTION 3.04: CORPORATE PAPERS The Borrower shall have delivered to the Lender copies of the Borrower's Certificate of Incorporation, ArticPes of Incorporation and By-laws. SECTION 3.05: PERSONAL GUARANTEES The Lender shall have received duly executed personal guaranty agreements of Ashwin Thakkar in amount and form satisfactory to the Lender's Counsel. SECTION 3.06: TITLE INSURANCE The Borrower shall have secured mortgage title insurance in the form and issued by companies satisfactory to the Lender, in the amount of the Loan, insuring the Lender and secured by a mortgage or deed of trust subject only to exceptions approved. The title policy shall show no delinquent taxes or ~^ assessments affecting the real property or any part thereof on the date of .y closing except as approved by the Lender. SECTION 3.07: GOVERNMENTAL APPROVAL The Borrower shah have secured all necessary approvals or consents, if required, of Governmental bodies having jurisdiction with respect to any construction contemplated in accordance with the use of proceeds or as a part of the total expansion program. SECTION 3.08: APPROVAL OF OTHERS The Borrower shall have secured all necessary approvals or consents required with respect to this transaction by any mortgagor, creditor or other party having any financial interest in the Borrower. SECTION 3.09: OPINION OF COUNSEL The Lender shall have received the Opinion of Counsel to the Borrower that the Representations and Warranties are true and accurate on and as of closing date and the Conditions of the Loan have been duly satisfied as of the closing date. `~ -152- ARTICLE AFFIRMATIVE COVENANTS OF THE BORROWER ~~ The Borrower agrees to comply with the following covenants from the date hereof until the Lender has been fully repaid with interest, unless the Lender and 'the State shall otherwise consent in writing. SECTION 4.O1:~PAYMENT OF THE LOAN • The Borrower agrees to pay punctually the principal and interest on the ~ Note according to its terms and conditions and to pay punctually any other amounts that may become due and payable to the Lender under or pursuant to the terms of this Agreement or Note. SECTION 4.02: CREATION OF JOBS The Borrower agrees to create jobs and/or retain jobs as identified in Section 1 and more fully explained and committed in the application to induce the Lender and the State to complete this loan. SECTION 4.03: PAYMENT OF OTHER INDEBTEDNESS The Borrower agrees to pay punctually the principal and interest due on any other indebtedness now or hereafter at anytime owing by the Borrower to the Lender or any other lender. SECTION 4.04: MAINTAIN AND INSURE PROPERTY ~ The Borrower agrees at all times to maintain the property provided as ~ security for this Loan in such condition and repair that the Lender's security will be adequately protected. The Borrower also agrees to maintain during the term of the Loan adequate hazard insurance policies covering fire and extended coverage and such other.:hazards as may be deemed appropriate in amounts and form sufficient to prevent the •Borrower from becoming a co-insurer and issued by companies satisfactory to the Lender with acceptable loss payee clauses in favor of the Lender. The Borrower further agrees, if at any time during the life of the Loan the Borrower's property is declared to be within a flood hazard area, to purchase Federal Flood Insurance if available. Such insurance shall be in amount equal to the lessor of: i) the amount of the loan; ii) the insurable value of the property; or iii) the maximum limit of coverage available. If the property is not located in a flood hazard area at the time of the Loan closing, the Borrower will provide satisfactory evidence thereof. The Borrower further agrees to maintain adequate liability and workman's compensation insurance in amounts and form satisfactory to the Lender. SECTION 4.05: PAY ALL TAXES . The Borrower agrees to duly pay and discharge all taxes, assessments and governmental charges upon it or against its properties prior to the date on which the penalties attach thereto, except that the Borrower shall not be required to pay any such tax, assessment or governmental charge which is being contested by it in good faith and by appropriate proceedings. C-~ -153- SECTION 4.06: PROVIDE ADDITIONAL EQUITY The Borrower agrees to provide additional equity funds to cover additional project costs incurred as a result of overruns or unanticipated expenses or changes in work orders in the project as specified to the Lender and the State. SECTION 4.07: MAINTAIN EXISTENCE The Borrower agrees to maintain its (corporate) existence, rights, privilege, and franchises within the State of Illinois and qualify and remain qualified as a foreign corporation in each jurisdiction in which its present or future operations or its ownership of property require such qualification. SECTION 4.08: PROVIDE FINANCIAL INFORMATION The Borrower agrees to maintain adequate records and books of account; in which complete entries will be made reflecting all of its business and financial transactions, such entries to be made in accordance with generally accepted principles of good accounting practice consistently applied in the case of financial transactions. In addition, the Borrower agrees to deliver to the Lender ~QO~t, Semi-Annual) financial statements certified by an authorized officer of the Borrower, to be true and accurate copies within sixty (60) days of the close of the period and annual financial statements, prepared by an independent accountant and certified by an authorized officer of the Borrower to be true and accurate copies within ninety (90) days of the close of the period if required by the State. ~. ~-. - The Borrower further agrees to provide information, and execute and deliver any and all additional documents and instruments as may be reasonably requested by the Lender, its Assigns or Counsel, or the State including but - not limited to: (i) Providing information as required of the Lender by the State for its annual reporting requirements. The Borrower further agrees to provide written notice to the Lender of any public hearing or meeting before any administrative or other public agency which may, in any manner, affect the chattel, personal property or real estate securing the Loan. SECTION 4.09: RIGHT TO INSPECTION The Borrower agrees to grant the Lender and/or the State, until the Note has been fully repaid with interest, the right at all reasonable hours to inspect the chattel, personal property and real estate used to secure the Loan; and the Borrower further agrees to provide the Lender free access to the Borrower's premises for the purpose of such inspection to determine the condition of the chattel, personal property and real estate. f.- - -154- SECTION 4.10: NULL AND VOID COVENANTS The Borrower agrees, that in the event that any provision of this Loan Agreement or any other instrument executed at closing or the application thereof to any person or circumstances shall be declared null and void, invalid, or held for any reason to be unenforceable by a Court of competent ~"~ jurisdiction, the remainder of such agreement shall nevertheless remain in full force and effect, and to this end, the provisions of all covenants, conditions, and agreements described herein are deemed separate. SECTION 4.11: EXPENSES AND CLOSING COSTS The Borrower agrees to pay all fees, expenses and charges in respect to the Loan, or its making or transfer to the Lender in any way connected therewith including, but not limited to, the fees and out-of-pocket expenses of local counsel employed by the Lender, title insurance and survey costs, recording and filing fees, mortgage taxes, documentary stamp, and any other taxes, fees and expenses payable in connection with this transaction and with the enforcement of this Loan Agreement and Note. SECTION 4.12: NOTICE OF DEFAULT The Borrower agrees to give written notice to the Lender of any event, within 15 days of the event, which constitutes an Event of Default under this Loan Agreement as described in Article VI herein or that would, with notice or lapse of time or both, constitute an Event of Default under this Loan Agreement. SECTION 4.13: INDEMNIFICATION The Borrower agrees to indemnify and save the Lender or its Assigns ~`, harmless against any and all liability with respect to, or resulting from, any delay in discharging any obligation of the Borrower. SECTION 4:14: EXPENSES QF COLLECTION OR ENFORCEMENT The Borrower agrees, if at any time the Borrower defaults on any provision of this Loan Agreement, to pay the Lender or its Assigns, in addition to any other amounts that may be due from the Borrower, an amount equal to the costs and expenses of collection, enforcement or correction or waiver of the default incurred by the Lender or its Assigns in such collection, enforcement, correction or waiver of default. ARTICLE V NEGATIVE COVENANTS OF THE BORROWER The Borrower covenants and agrees that, from the date hereof until . payment in full of the Note, unless the Lender or State shall otherwise consent in writing, it will not enter into any agreement or other commitment the performance of which would constitute a breach of any of the covenants contained in this Loan Agreement including, but not limited to the following covenants: ~_: -155- SECTION 5.01: ENCUMBER THE ACQUISITION ASSETS The Borrower will neither create nor suffer to exist any mortgage, ~; pledge, lien, charge or encumbrance, including liens arising from judgments on the Acquisition Assets except as provided. SECTION 5.02: SELL THE ACQUISITION ASSETS The Borrower will not sell, convey or suffer to be conveyed, lease, ~' assign, transfer or otherwise dispose of the Acquisition Assets unless approved in writing by the State. SECTION 5.03: CHANGE OWNERSHIP The principals"of the Borrower will not permit without the written permission of the State any material change in the ownership structure, control, or operation of the Borrower including but not limited to i) merger into or consolidation with any other person, firm or corporation; ii) significant issuance of any share of its capital stock having ordinary voting power for the election of members of the Board of Directors or other governing body of the Borrower; iii) changing the nature of its business as carried or at the date hereof; iv) substantial distribution, liquidation or other disposal of the Borrower's assets to the stockholders. SECTION 5.04: CHANGE THE PROJECT The Borrower will neither permit nor suffer to exist without prior written State consent any material change in the project's plans and/or specifications submitted to the State in order to induce the State approval of this Loan. Material change will include any significant variance in the accepted plans and specifications, increases in contract prices, and/or additional financial obligations with respect to the construction and Acquisition Assets. ~ ARTICLE VI EVENTS OF DEFAULT The entire unpaid principal of the Note, and the interest then accrued thereon, shall become and be immediately due and payable upon the written demand of the Lender or the State, without any other notice or demand of any kind or any presentment of protest, if any one of the following events (hereafter an "Event of Default") shall occur and be continuing at the time of such demand, whether voluntarily or involuntarily, or without limitation, occuring or brought about by operation of law or pursuant to or in compliance with any judgment, decree or order of any court or any order, rules or regulations of any administrative or governmental body, provided, however that such sum shall not be then payable if Borrower's payments, have been waived, or the time for making the Borrower's payments has been extended by the State. SECTION 6.Oi: NON-PAYMENT OF LOAN If the Borrower shall fail to make payment when due of any installment of principal on the Note, or interest accrued thereon and if the default shall ~~ remain unremedied for fifteen (15) days. -156- SECTION 6.02: NON-PAYMENT OF OTHER INDEBTEDNESS If default shall be made in the payment when due of any installment of principal or of interest on any of the Borrower's other indebtedness and if such default shall remain unremedied for (15) days. ~,f SECTION 6.03: INCORRECT REPRESENTATION OR WARRANTY Any representation or warranty contained in, or made in connection with the execution and delivery of, this Loan Agreement, or in any certificate furnished pursuant hereto, shall prove to have been incorrect when made in any material respect. SECTION 6.04: DEFAULT IN COVENANTS The Borrower shall default in the performance of any other term, covenant or agreement contained in this Loan Agreement, and such .default shall continue unremedied for thirty (30) days after either: (i) it becomes known to an executive officer of the Borrower; or (ii) written notice thereof shall have been given to the Borrower by the Lender. SECTION 6.05: VOLUNTARY INSOLVENCY If the Borrower shall become insolvent or shall cease to pay its debts as they mature or shall voluntarily file a petition seeking reorganization of, or the appointment of a receiver, trustee, or liquidation for it or a substantial portion of its assets or to effect a plan or other arrangement with creditors, or shall be adjudicated bankrupt, or shall make a voluntary assignment for the benefit of creditors. SECTION 6.06: INVOLUNTARY INSOLVENCY ~ -' If an involuntary petition shall be filed against the Borrower under any bankruptcy, insolvency or similar law or seeking the reorganization of or the appointment of any receiver, trustee or liquidator for the Borrower, or of a substantial part of the property of the Borrower, or a writ or warrant of attachment or similar process shall be issued against a substantial part of the property of the Borrower and such petition shall not be dismissed, or such writ or warrant of attachment or similar process shall not be released or bonded, within thirty (30) days after filing or levy. SECTION 6.07: JUDGMENTS If any final judgment for the payment of money that is not fully covered by liability. insurance and is in excess of $10,000 shall be rendered against the Borrower, and within thirty (30) days, shall not be discharged, or an appeal therefrom taken and execution thereon effectively stayed pending such appeal, and, if such judgment be affirmed on such appeal, the same shall not be discharged within thirty (30) days. ~: -157- ARTICLE VII OTHER EVENTS OF DEFAULT The entire unpaid principal of the Note, and the interest then accrued ' thereon, shall become and be immediately due and payable to the state upon the written demand of the State, without any other notice or demand of any kind or any presentment or protest, if any one of the following events (hereafter an "Event of Default") shall occur and be continuing at the time of such demand, whether voluntarily or involuntarily, or without limitation, occuring or brought about by operation of law or pursuant to or in compliance with any judgment, decree or order of any court or any order, rules or regulation of any administrative or governmental body. SECTION 7.01 FAILURE TO PERFORM TO FEDERAL REQUIREMENTS If the Borrower or the Lender shall fail to conform to any federal requirement relating to this loan and can not or will not remedy the failure to conform to the Federal governments satisfaction. SECTION i.02 FAILURE TO PERFORM TO STATE REQUIREMENTS If the Borrower or the Lender shall fail to perform to standards established as a part of this agreement and the documents used to induce the approval of this loan by the State. ARTICLE VIII MISCELLANEOUS SECTION 8.01: WAIVOR OF NOTICE No failure or delay on the part of the Lender in exercising any right, power or remedy hereunder shall operate as a waivor thereof, nor shall any single or partial exerc~se of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy hereunder. No modification or waivor of any provision of this Loan Agreement or of the Note, nor any consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and then such waivor or consent shall be effective only in the specific instance and for the specific purpose for which given. No notice to or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances. SECTION 8.02: AMENDMENTS The Borrower and the Lender or its Assigns, with the concurrence of the State, hereby expressly reserve all rights to amend any provisions of this Agreement, to consent to or waive any departure from the provisions of this Loan Agreement, to amend or consent to or waive departure from the provisions of the Note, and to release or otherwise deal with any collateral security for payment of the Note provided, however, that all such amendments be in writing and executed by the Lender or its Assigns, the Borrower and the State. ~- F -158- • SECTION 8.03: NOTICES All notices, consents, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given to a party hereto if mailed by certified mail, prepaid, to the Lender at its ~% address set forth at the beginning of this Agreement, and to the Borrower at the address set forth at the end of this Loan Agreement or at such other addresses as any party may have designated in writing to any other party hereto. SECTION 8.04:~PAYMENTS The borrower will make payments to the Lender in accordance with the terms and conditions and instructions as identified by this agreement or as modified by the State in the best interest of the State. ~ SECTION 8.05: SURVIVAL OF REPRESENTATIONS AND WARRANTIES All agreements, representations and warranties made by the Borrowers herein or any other document or certificate delivered to the Lender in connection with the transactions contemplated by this Loan Agreement shall survive the delivery of this Agreement, the Note and the Security Agreements hereunder, and shall continue in full force and effect so long as the Note is outstanding. SECTION 8.06: SUCCESSORS AND ASSIGNS This Loan Agreement shall be binding upon the Borrower, its Successors, and Assigns, except that the Borrower may not assign or transfer its rights without prior written consent of the State. This Agreement shall inure to the ~' benefit of the Lender, its Successors and Assigns, and, except as otherwise expressly provided in particular. provisions hereof, all subsequent holders of the Note. SECTION 8.07: COUNTERPARTS This Loan Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. SECTION 8.08: GOVERNING LAW This Loan Agreement and the Note and Security Agreements, Financing Statements and Mortgage shall be deemed contracts made under the laws of the State of Illinois and for all purposes shall be construed in accordance with the laws of said State. SECTION 8.09: ARTICLE AND SECTION HEADINGS ~ •• Article and Section headings used in this Agreement are for convenience only and shall not affect the construction of this Agreement. ~, -159- • SECTION 8.10: PARTS II AND III Parts II and III are hereby incorporated in this agreement and are attached as a part of this document. IN WITNESS WHEREOF, the parties hereto have each caused this Loan Agreement to be duly executed as of the day and the year first written above. BORROWER: Shee Sai, Inc. BY: ...... .. Ashwin 'T~kkar, Its President .... Shee •Sai; -Inc...... ..... . BORROWER ...129 North Main Street-~----• ADDRESS Canton, .I11.inois.. 61520 .. - - . CITY/STATE/ZIP LENDER: City of Canton, Illinois BY:.._.. .. .. ...... Donald E. ~.dwards, Mayor • ~ -City •of Canton,- I-llinois NAME OF LOCAL GOVERNMENT • • • - - 210 -Fast ~Chestatiut. Street ADDRESS ..___.Canton,.Illinois 61520. .. CITY/STATE/ZIP ~ - -160- t PART II - TERMS AND CONDITIONS 1. Termination of Contract for Cause. If, through any cause, the Firm shall fail to .fulfill in a timely and proper manner its obligations under this Contract, or if the Firm shall violate any of the covenants, agree- ments, or stipulations of this Contract, the City shall thereupon have the right to terminate this Contract by giving written notice to the Firm of such termination and specifying the effective date thereof, at least five days before the effective date of such termination. In such event, all records and data, at the option of the City, become its property. Notwithstanding the above, the Firm shall to the City for damages sustained by-the of the Contract by the Firm, and the City the Firm for the purpose of set-off until of damages due the City. from the Firm is not be relieved of liability City by virtue of any breach may withhold any such time as the determined. payments to exact amount 2. Reports and Information. The Firm, at such times and in such forms as the City may require, shall furnish the City such periodic reports as it may request pertaining to the work or services undertaken pursuant to this Contract, the costs and obligations incurred or to be incurred in connection therewith, and any other matters covered by this Contract. 3. Records and Audits. The Firm shall maintain accounts and records, in- cluding personnel, property and financial records, adequate to identify and account for all costs pertaining to the Contract and such other records as may be deemed necessary by the City to assure proper accounting for all project funds, both Federal and non-Federal shares. These records will be made ava ilable for audit purposes~to the City or any authorized representative, and will be retained for three years after the expiration of this Contract unless permission to destroy them is granted by the City.. 4. Equal Employment Opportunity. During the performance of this Contract, the Firm agrees as follows: a. The Firm will not discriminate against any employee or applicant for employment because of race, creed, sex, color or national origin. The Firm will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, creed, sex, color or national origin. Such action shall in- clude, but not be limited to, the following: Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; and selection for training, including apprenticeship. The Firm agrees to .post in conspicuous places, available to employees and applicants for employment, notices to be provided by the City setting forth the provisions of this non-discrimination clause.- b. The Firm, in all solicitation or advertisements for employees placed by or on behalf of the Firm, state that all qualified applicants will receive consideration for employment without regard to race, creed, ~''; color, se x, or national origin. -161- c. The Firm will cause the foregoing provisions to be inserted in all subcontracts for any work covered by this Contract so that such provisions will be binding upon each subcontractor, provided that the foregoing provisions shall not apply to contracts of subcontracts for standard commercial supplies or raw materials. 5. Civil Rights Act of 1964. Under Title VI of the Civil Rights Act of 1964, no person shall, on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving Federal financial assistance. 6. Section 109 of the Housing and Community Development Act of 1974. a. No person in the_ United States shall on the ground of ' race, color, national origin, or sex be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity funded in whole or in part with funds made available under this title. 7. "Section 3" Compliance in the Provision of Training, Employment and Business Opportunities a. The work to be performed under this contract is on a project assisted under a program providing direct Federal financial assistance from the Department of Housing and Urban Development and is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701u. Section 3 requires that to the greatest extent feasible opportunities for training and employment be given lower income residents of the project area and con- tracts for v~rk in connection with the project be awarded to business concerns which are located in, or owned in substantial part by persons residing in the area of the project. b. The parties to this contract will comply with the provisions of said Section 3 and the regulations issued pursuant thereto by the Secretary of Housing and Urban Development set forth in 24 CFR and all applicable rules and orders of the Department issued thereunder prior to the execution of this contract. The parties to this contract certify and agree that they are under no contractual or other disability which would pre- vent them from complying with these requirements. -162- ~~ 4!' ~~ c. The contractor will send to each labor organization or rep- resentative of workers with which he has a collective bargaining agreement or other contract or understanding, if any, a notice advising the said labor organization or workers' representative of his commitments under this Section 3 clause and shall post copies of the notice in conspicuous places available to employees and applicants for employment or training. d. The contractor will include this Section 3 clause in every subcontract for work in connection with the project and will, at the direction of the applicant for or recipient of Federal financial assistance, take appropriate action pursuant to the subcontract upon a finding that the subcontractor is in violation of regulations issued by the Secretary of Housing and Urban Development, 24 CFR Part 135. The contractor will not subcontract with and subcontractor where it has notice or knowledge that the latter has been found in violation of regulations under 24 CFR Part 135 and will not let any sub- contract unless the subcontractor has first provided it with a preliminary statement of ability to comply with the require- ments of these regulations. e. Compliance with the provisions of Section 3, the regulations set forth in 24 CFR Part 135, and all applicable rules and orders of the Department issued hereunder prior to the execution of the contract, shall be a condition of the federal financial assistance provided to the project, binding upon the applicant or recipient for such assistance, its successors and assigns. Failure to fulfill these requirements shall subject the applicant or recipient, its contractors and subcontractors, its successors and assigns ~o those sanctions specified by the grant or loan agreement or contract through which federal assistance is pro- . vided, and to such sanctions as are specified by 24 CFR Part 135. 8. Section 503 Handicapped (if $2,500 or Over) Affirmative Action for Handicapped Workers a. The contractor will not discriminate against any employee or applicant for employment because of physical or mental handicap in regard to any position for which the employee or applicant for employment is qualified. The contractor agrees to take affirmative action to employ, advance in employment and otherwise treat qualified handicapped individuals without discrimination based upon their physical or mental handicap in all employment practices such as the following: employment, upgrading, demotion or transfer, recruitment, advertising, layoff or termination., rates of pay or other forms of compensation, and selection for training, including apprenticeship. _~ -163- b. The contractor will include the provision of this clause in every subcontract or purchase order of $2,500 or more unless exempted by rules, regulations, or orders of the Secretary issued pursuant to Section 503 of the Act, so that such provisions will be binding upon each subcontractor with respect to any subcontract or purchase order as the Director of the Office of Federal Contract Compliance Programs may direct to enforce such provisions, including action for non-compliance. 9. Section 402 (if $10,000 or Over) Affirmative Action for Disabled Veterans and Veterans of the Vietnam Era. a. The contractor will hot discriminate against any employee or applicant for employment because he or she is a disabled veteran or veteran of the Vietnam era in regard to any position for which the employee or applicant for employment is qualified. The contractor agrees to take affirmative action to employ, advance in employment and otherwise treat qualified disabled veterans and veterans of the Vietnam era without discrimination based upon their disability or veteran status in all employement practices such as the following: Employment, upgrading, demotion or transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. b. The contractor will include the provisions of this clause in every subcontract or purchase order of $10,000 or more unless exempted by rules, regulation, or orders of the Secretary issued pursuant to the Act, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as the Director of the Office of Federal Contract Compliance Programs may direct to enforce such provisions, including action for non-compliance. 10. Interest of Members of a City. No member of the governing body of the City and no other officer, employee, or agent of the City who exercises any functions or responsibilities in connection with the planning and carrying out of the program, shall have any personal . financial interest, direct or indirect, in this Contract; and the Firm shall take appropriate steps to assure compliance. 11. Interest of Other Local Public Officials. No member of the governing body of the locality and no other public official of such locality„ who exercises, any functions or responsibilities in connection with the planning and carrying out of the program, shall have any personal financial interest, direct or indirect, in this Contract; and the Firm shall take appropriate steps to assure compliance. 12. The. Architectural Barriers Act. All design specifications for the construction of any building shall provide access to the physically handicapped in accordance with the Architectural Barriers Act of 1968. ~.. ~~;. C -164- PART III - FEDERAL LABOR STANDARDS 1. Federal Labor Standards Provisions. The Project or Program to which ~, the work covered by this Contract pertains is being assisted by the United States of America and the following Federal Labor Standards Provisions are included in this contract pursuant to the provisions applicable to such Federal assistance. a. MINIMUM WAGE RATES FOR LABORERS AND MECHANICS All laborers and mechanics employed upon the work covered by this Contract shall be paid unconditionally and not less often than once"each week, and without subsequent deduction or rebate on any account (except such payroll deductions as are made man- datory by law and such other payroll deductions as are permitted by the applicable regulations issued by the Secretary of Labor, United States Department of Labor, pursuant to the Anti-Kickback Act hereinafter identified), the full amount due at time of pay- ment computed at wage rates not less than those contained in the wage determination decision of said Secretary of Labor (a copy of which is attached and herein incorporated by reference), re- gardless of any contractual relationship which may be alleged to exist between the Contractor or any subcontractor and such laborers and mechanics. All laborers and mechanics employed upon such work shall be paid in cash, except that payment may be by check if the employer provides or secures satisfactory facilities approved by the Local Public Agency or Public Body for the cashing of the same without cost or expense to the employee. For the purpose of this clause, contributions made or costs reasonably anticipated under Section 1 (b) (2) of the Davis-Bacon Act on behalf of laborers or mechanics are considered wages paid to such laborers or mechanics, subject to the provisions of Section 5.5 (a) (1) (iv) of Title 29, Code of Federal Regulations. Also for the purpose of this clause,~regular contributions made or costs incurred for more than a ~reekly period under plans, funds, or programs, but covering the particular weekly period, are deemed to be construct- ively made or incurred during such weekly period. b. UNDERPAYMENTS OF WAGES OR SALARIES ~. In case of underpayment of wages by the Contractor or by any sub- contractor to laborers or mechanics employed by the Contractor or subcontarctor upon the work covered by this Contract, the Local Public Agency or Public Body in addition to such other rights as may be afforded it under this contract shall withhold from the Contractor, out of any payments due the Contractor, so much there- . of as the Local Public Agency or Public Body may consider necessary to pay such laborers or mechanics the full amount of wages required by this Contract. The amount so withheld may be disbursed by the Local Public Agency or Public Body, for and on account of the Contractor or the subcontractor (as may be appropriate), to the respective laborers or mechanics to whom the same is due or on their behalf to funds/or programs for any type of fringe benefit f~-. prescribed in the applicable wage determination. ..~ ; -165- c. ANTICIPATED COSTS OF FRINGE BENEFITS ~~ If the Contractor does not make payments to a trustee or other third person, he may consider as part of the wages of any laborer or mechanic the amount of any costs reasonably anticipated in providing fringe benefits under a plan or program of a type expressly listed in the wage determination decision of the Secretary of Labor which is a part of this Contract: Provided, how- ever, the Secretary of Labor has found, ,upon the written request •of the Contractor, that the applicable standards of the Davis- Bacon Act have been met. The Secretary of Labor may require the Contractor to set aside in a separate account assets for the meeting of obligations under the plan or program. A copy of any findings made by the Secretary of Labor in respect to fringe benefits being provided by the Contractor must be submitted to the Local Public Agency or Public Body with the first payroll filed by the Contractor subsequent to receipt of the findings. d. OVERTIME COMPENSATION REQUIRED BY CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (76 Stat. 357-360: Title 40 U.S.C., Sections 327-332 (i) Overtime re uirements. No Contractor or subcontractor con- tract~ng or any part of the Contract work which may require or involve the employment of laborers of mechanics, including.. watchmen and guards, shall require or permit any laborer or mechanic in any workweek in which he is employed on such ~' work to work in excess of 8 hours in any calendar day or in excess of 40 hours in such work week unless such laborer or mechanic receives compensation at~a rate not less than one and one-half times his basic rate of pay for all hours worked in excess of 8 hours in any calendar day or in excess of 40 hours in such work week, as the case may be. (ii) Violation: liability for unpaid wages liquidated damages. In the event of any violation of the clause set forth in paragraph (a), the Contractor and any subcontractor responsi- ble therefor shall be liable to any affected employee for his unpaid wages. In addition such Contractor and subcontractor shall be liable to the United States for liquidated damages. Such liquidated damages shall be computed with respect to each -individual laborer or mechanic employed in violation of the clause set forth in paragraph (a), in the sume of $10 for each calendar day on which such employee was required or permitted to work in excess of 8 hours or in excess of the standard work- week of 40 hours without payment of the overtime wages required by the clause set forth in paragraph (a). (iii) Withholdin for li uidated dama es. The Local Public Agency or Pub is Body shall v~ithhol or cause to be withheld;. from any moneys payable on account of work performed by the Contractor _,~ or subcontractor, such sums as may administratively be deter- mined to be necessary to satisfy any liabilities of such Contractor or subcontractor for liquidated damages as provided in the clause set forth in paragraph (,b). -166- (iv) Subcontracts. The Contractor shall insert in an sub- ' contracts the clauses set forth in paragraphs (a~, (b) and ~•~ (c) of this Section and also a clause requiring the sub- contractors to include these clauses in any lower tier sub- contracts which they may enter into, together with a clause requiring this insertion in any further subcontracts that may in turn be made. e. APPRENTICES AND TRAINEES (i) A rentices. Apprentices will be permitted to work at less than t e predetermined rate for the work they performed when . they are employed and individually registered in a bona fide apprenticeship program registered with the U.S. Department of Labor, Manpower Administration, Bureau of Apprenticeship and Training, or with a State Apprenticeship Agency recognized by the Bureau, or if a person is employed in his first 90 days of probationary employment as :an apprentice in such an apprentice- ship program, who is not individually registered in the program, but who has been certified by the Bureau of Apprenticeship and Training or a State Apprenticeship Agency (where appropriate) to be eligible for probationary employment as an apprentice. The allowable ratio of apprentices to journeymen in any craft classification shall not be greater than the ratio permitted to the contractor as to his entire force under the registered program. Any employee listed on a payroll at an apprentice wage rate, who is not a trainee as defined in paragraph 2, below, or is not registered or otherwise employed as stated above, shall 'be paid the wage rate determined by the Secretary of Labor for the classification of work he actually performed. The con- tractor or subcontractor will be required to furnish to the contrac,~1~ ing officer or a representative of the Wade-Hour Division of the U.$. Department of Labor written evidence of the registration of his program and apprentices as well as the appropriate ratios and wage rates (expressed in percentages of the journeymen hourly rates), for the area of construction prior to using any apprentices on the contract work. The wage rate paid apprentices shall be not less than. the appropriate percentage of the journeyman's rate contained in the applicable wage determination. (ii) Trainees. Except as provided in 29 CFR 5.15 trainees will not be permitted to work at less than the predetermined rate for the work performed unless they are employed pursuant to and in- dividually registered in a program which has received prior approval, evidenced by formal certification, by the U.S. Depart- ment of Labor, Manpower Administration, Bureau of Apprenticeship and Training. The ratio of trainees to journeymen steall not be greater than permitted under the plan approved by the Bureau of Apprenticeship and Training. Every trainee must be paid at not less than the rate specified in the approved program for his ~= level of progress. Any employee listed on the payroll at a trainee rate who is not registered and participating in a training plan approved by the Bureau of Apprenticeship and Training shall be paid not less than the wage rate determined by the Secretary of Labor for the classification of work he actually performed. . -167- (iii) Equal Employment Opportunity. The utilization of apprentices, trainees and journeymen under this part shall be in conformity with the equal employment opportunity requirements of Executive Order 11246, as amended, and 29 CFR Part 30. f. EMPLOYMENT OF CERTAIN PERSONS PROHIBITED No person under the age of sixteen years and no person who, at the time, is serving sentence in a penal or correctional institution shall be employed on the work covered by this Contract. g. REGULATIONS PURSUANT TQ SO-CALLED "ANTI-KICKBACK ACT" The Contractor shall comply with the applicable regulations (a copy of which is attached and herein incorporated by reference) of the Secretary of Labor, United States Department of Labor, made pursuant to the so-called "Anti-Kickback Act" of June 13, 1934 (48 Stat. 948: 62 Stat. 862 Title U.S.C., Section 874: and Title 40 U.S.C., Section 276c), and any amendment or modifications thereof, shall cause appropriate provisions to be inserted in subcontracts to insure compliance therewith by all subcontractors subject thereto, and shall be responsible for the submission of affidavits required by subcontractor thereunder, except as said Secretary of Labor may specifically provide for reasonable limitations, variations, tolerance, and exemptions from the requirements thereof. h. EMPLOYMENT OF LABORERS OR MECHANICS NOT LISTED IN AFORESAID WAGE DETERMINATION DECISION Any class of laborers or mechanics which is not listed in the wage determination and which is to be employed under the Contract will be classified or reclassified conformably to the wage determination by the Local Public Agency or Public Body and a report of the action taken shall b~ submitted by the~Local Public Agency or Public Body, through the Department of Commerce and Community Affairs, to the Secretary of Labor, United States Department of Labor. In the event the interested parties cannot agree on the proper classification of reclassification of a particular class of laborers and mechanics to be used, the question accompanied by the recommendation of the Local Public Agency or Public Body shall be referred, through the Department of Commerce and Community Affairs~to the Secretary of Labor for final determination. i. FRINGE BENEFITS NOT EXPRESSED AS HOURLY WAGE RATES The local Public Agency or Public Body shall require, whenever the minimum wage rate prescribed in the Contract for a class of laborers or mechanics includes a fringe benefit which is not expressed as an hourly wage rate and the Contractor is obligated to pay cash equivalent of such a fringe benefit, an hourly cash equivalent thereof to be established. In the event the interested parties cannot agree upon a cash equivalent of the fringe benefit, the question, accompanied by the recommendation of the Local Public Agency or Public Body, shall be referred, through the Department .- of Commerce and Community Affairs, to the Secretary of Labor for determination. -168- j. POSTING WAGE DETERMINATION DECISIONS AND AUTHORIZED WAGE DEDUCTIONS The applicable wage poster of the Secretary of Labor, United States Department of Labor, and the applicable wage determination decisions of said Secretary of Labor with respect to the various classifications of laborers and mechanics employed and to be employed upon the work covered by this Contract, and a statement showing all deductions, if any, in accordance with the provisions of this Contract, to be made from wages actually earned by persons so employed or to be employed in such classifications, shall be posted at appropriate conspicuous points at the site of the work. k. COMPLAINTS, PROCEEDINGS, OR TESTIMONY BY EMPLOYEES No laborer or mechanic to whom the wage, salary, or other labor standards provisions of this Contract are applicable shall be discharged or in any other manner discriminated against by the Contractor or any subcontractor because such employee has filed any complaint or instituted or caused to be instituted any pro- ceeding or has testified or is about to testify in any proceeding under or relating to the labor standards applicable under this Contract t~ his employer. 1. CLAIMS AND DISPUTES PERTAINING TO WAGE RATES Claims and disputes pertaining to wage rates or to classifications of laborers and mechanics employed upon the work covered by this . Contract shall be promptly reported by the Contractor in writing to the Local Public Agency or Public Body for referral by the latter through the Secretary of Housing and Urban Development to the Secretary of Labor, United States Department of Labor, whose decision shams be final with respect thereto.- m. QUESTIONS CONCERNING CERTAIN FEDERAL STATUTES AND REGULATIONS All questions arising under this Contract which relate to the application or interpretation of (a) the aforesaid Anti-Kickback Act, (b) the Contract Work Hours and Safety Standards Act, (c) the aforesaid Davis-Bacon Act, (d) the regulations issued by the Secretary of labor, United States Department of Labor, pursuant to said Acts, or. (e) the labor standards provisions of any other pertinent Federal statute, shall be referred, through the Local Public Agency or Public Body and the Department of Commerce and Community Affairs to the Secretary.of Labor, United States Department of Labor, for said Secretary's appropriate ruling or ' interpretation which shall be authoritative and may be relied upon for the purposes of this Contract. -169- n. o. PAYROLLS AND BASIC PAYROLL RECORDS OF CONTRACTOR AND SUBCONTRACTORS The Contractor and each subcontractor shall prepare his payrolls on forms satisfactory to and in accordance with instructions to be furnished by the Local Public Agnecy or Public Body. The Contractor shall submit weekly to the Local Public Agency or Public Body two certified copies of payrolls of all subcontractors. Each such payroll shall contain the "Weekly Statement of Compliance" set forth in Section 3.3 of Title 29, Code of Federal Regulations. The payrolls and basic payroll records of the Contractor and each sub- contractor covering all laborers and mechanics employed upon the work covered by this Contract shall be maintained during the course of the work and preserved for a period of 3 years thereafter. Such payrolls and basic payroll records shall contain the name and address of each such employee, his correct classification, rate of pay (including rates of contributions or costs anticipated of the types described in Section 1(b) (2) of the Davis-Bacon Act), daily and weekly number of hours worked, deductions made, and actual wages paid. In addition, whenever the Secretary of Labor has found under Section 5.5(a) (1) (iv) of Title 29, Code of Federal Regulations that the wages of any laborer or machanic include the amount of any costs reasonably anticipated in providing benefits under a plan or program described in Section 1(b)(2) (B) of the Davis-Bacon Act, the Contractor or subcontractor shall maintain records which show that the commitment to provide such benefits is enforceable, that the plan or program is financially responsible, and that the plan or program is financially responsible, and that the plan or program has been communicated in writing to the laborers or mechanics affected, and records which show the costs anticipated or the actual costs incurred in providing such benefits. The Contractor and each subcontractor shall make his employment records with respect to persons employed by him upon the work covered by this Contract available for inspection by authorized representatives of the Department of~Cgmmerce and Community Affairs ,'the Local Public Agency or`Public Body, and the United States Department of Labor. Such representatives shall be permitted to interview employees of the Contractor or of any subcontractor during working hours on the job. SPECIFIC COVERAGE OF CERTAIN TYPES OF WORK BY EMPLOYEES The transporting of materials and supplies to or from the site of the Project or Program to which this Contract pertains by the employees of the Contractor or of any subcontractor, and the manufacturing or furnishing of materials, articles, supplies, or equipment on the site of the Project or Program to which this Con- tract pertains by persons employed by the Contractor or by any subcontractor, shall for the purposes of this Contract, and with- out limiting the generality of the foregoing provisions of this Contract, be deemed to be work to which these Federal Labor Standards Provisions are applicable. -170- p. INELIGIBLE SUBCONTRACTORS The Contractor shall not subcontract any part of the work covered by this Contract or permit subcontracted work to be further sub- contracted without the Local Public Agency's or Public Body's prior written approval of the subcontractor. The Local Public Agency or Public Body will not approve any subcontractor for work covered by this Contract who is at the time ineligible under the provisions of any applicable regulations issued by the Secretary of Labor, United States Department of Labor or the Secretary of Housing and Urban Development, to receive an award of such subcontract. q. PROVISIONS TO BE INCLUDED IN CERTAIN SUBCONTRACTS The Contractor shall include or cause to be included in each sub- contract covering any of the work covered by this Contract, pro- visions which are consistent with these Federal Labor Standards Provisions and also a clause requiring the subcontractors to in- clude such provisions in any lower tier subcontracts which they may enter into, together with a clause requiring such insertion in any further subcontracts that may in turn be made. 2. Breach of Foregoing Federal Labor Standards Provisions In addition to the•causes for termination of this Contract as herein elsewhere set forth, the Local Public Agency or Public Body reserves the right to terminate this Contract if the Contractor or any subcontractor ~~ whose subcontract covers any_of-the work covered by this Contract shall breach any of these Federal Labor Standards Provisions. A breach of these Federal Labor Standards Provisions may also be grounds for de- barment as provided by the applicable regulations issued by the Secretary of Labor, United States Department of Labor. -171- - -. -_ -_ ., , __.._~-~--•_ _... ._.__.:- -------- -.,,__~_.c- . _ _ .__ -_ ,_---_ ___.. ____ __- __:~. --.~--~____: --_,-_---- =---_--____ SAI'ZP LE AFFIDAVIT (State) (County) BEFORE ME, the undersigned authority, personally appeared (name) , who after being by me duly sworn, upon oath, states: "My name is I am the (title) of (name of company) . Under the Articles of Incorporation and bylaws of the• ~ Corporation, I am authorized to enter into contracts and incur indebtedness on behalf of (name of company) On or about ~ (date) , I entered into and executed a contract-with the City of whereby (name of company) agreed to expend approximately (sum of money) for (enumerate activities, e.g., construction of a 25,000 square foot building, purchase of machinery) in the City of I agreed to commence (activity, e.g., construction, purchase) . no later than (date) and to complete (activity) no later than (date) On or about (date) , the (name of bank) funded a loan of approximately (sum of money) for the (enumerate activities) .• -172- V On or about (date) , I executed a note payable to the (name of bank)~~ in the amount of (sum of money) , with interest from (date) at the rate of (~) per annum in (#) monthly installments of $ , beginning (date) and continuing thereafter until paid in full. Security for said note is (describe security for note, e.g., land on which building will be built, piece of machinery) The completed project to date consists of (enumerate completed activities) To the best of my knowledge and belief, the following monies have been spent on these activities: (itemized activity and cost) (name and title of signatory SUBSCRIBED AND SWORN TO BEFORE M..E THIS 19 Signature and Stamp of Notary Public -173- DAY OF .' ~~; .~ t PAYME[V'I' SCHEDULE SIDE SAI, INC. $16,000.00 TOTAL IN`II;REST PRINCIPAL BALANCE PAYMENT PAYMENT PAYMII~T $2000.00 $ 400.00 $1600.00 $14,400.00 $1960.00 $ 360.00 $1600.00 $12,800.00 $1920.00 $ 320,00 $1600.00 $11,200.00 $1880.00 $ 280.00 $1600.00 $ 9,600.00 $1840.00 $ 240.00 $1600.00 $ 8,000.00 $1800.00 $ 200.00 $1600.00 $ 6,400.00 $1760.00 $ 160.00 $1600.00 $ 4,800.00 $1720.00 $ 120.00 $1600.00 $ 3,200.00 $1680.00 $ 80.00 $1600.00 $ 1,600.00 $1640.00 $ 40.00 $1600.00 $ 0.00