HomeMy WebLinkAboutOrdinance #4360 - Redevelopment Agreement between The City of Canton and Cody Giebelhausen, Civil Digital Displays (Main Street Project) CERTIFICATE
THE UNDERSIGNED CERTIFIES THAT SHE IS THE CITY CLERK FOR THE CITY
OF CANTON, ILLINOIS, AND THAT THE CITY COUNCIL AT A REGULARLY
CONSTITUTED MEETING OF SAID CITY COUNCIL OF THE CITY OF CANTON ON THE
29TH DAY OF AUGUST,2023 ADOPTED ORDINANCE NO. 4360 A TRUE AND CORRECT
COPY OF WHICH IS CONTAINED IN THIS PAMPHLET.
GIVEN UNDER MY HAND AND SEAL THIS 29TH DAY OF AUGUST,2023.
(SEAL)
' G
REA J. MITH-WALTERS
r
Y CLERK
CITY OF CANTON, ILLINOIS
ORDINANCE NO. 4360
AN ORDINANCE APPROVING AND AUTHORIZING THE EXECUTION OF A
REDEVELOPMENT AGREEMENT
BY AND BETWEEN
THE CITY OF CANTON,FULTON COUNTY,ILLINOIS
AND
CODY GIEBELHAUSEN
AND
CIVIL DIGITAL DISPLAYS,LLC
(MAIN STREET PROJECT)
PASSED BY THE CITY COUNCIL
OF THE CITY OF CANTON,FULTON COUNTY,ILLINOIS,
ON THE 29m DAY OF AUGUST, 2023.
PUBLISHED IN PAMPHLET FORM BY AUTHORITY OF THE CITY
COUNCIL OF THE CITY OF CANTON,FULTON COUNTY,ILLINOIS,
THIS 29TH DAY OF AUGUST, 2023.
EFFECTIVE: AUGUST 29,2023
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ORDINANCE NO. 4360
CITY OF CANTON, ILLINOIS
AN ORDINANCE APPROVING AND AUTHORIZING
THE EXECUTION OF A BUSINESS DEVELOPMENT DISTRICT NO. 1
REDEVELOPMENT AGREEMENT
by and between
THE CITY OF CANTON
AND
CODY GIEBELHAUSEN
AND
CIVIL DIGITAL DISPLAYS,LLC
(MAIN STREET PROJECT)
WHEREAS, the Mayor and City Council of the City of Canton, Fulton County, Illinois (the
"City"), have hereby determined that the Canton, Illinois Business Development District No. 1
Redevelopment Agreement by and between the City of Canton and Cody Giebelhausen and Civil
Digital Displays,ILC (the"Developer") attached hereto as Exhibit', "is in the best interest of the
citizens of the City of Canton.
NOW THEREFORE, be it ordained by the Mayor and City Council of the City of Canton,
Illinois, in the County of Fulton, as follows:
1. The City of Canton,Illinois Business Development District No. 1 (the"Business District")
Redevelopment Agreement attached hereto as Exhibit ' "is hereby approved.
2. The Mayor is hereby authorized and directed to enter into and execute on behalf of the City
said Business District Redevelopment Agreement and the City Clerk of the City of Canton is
hereby authorized and directed to attest such execution.
3. The Mayor is hereby granted the authority to modify the attached redevelopment agreement
prior to its execution by both the Mayor and the Developer provided any such modifications
do not include increasing the amount of the incentives to be provided to the Developer
thereunder.
4. The Business District Redevelopment Agreement shall be effective the date the last of the
parties thereto executes the same.
5. This Ordinance shall be in full force and effect from and after its passage and approval as
required by law.
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PASSED APPROVED AND ADOPTED by the Mayor and City Council of the City of
Canton this 291h day of August, 2023.
MAYOR&ALDERMEN AYE VOTE NAYVOTE ABSTAIN/ABSENT
Angie Lingenfelter
Andra Chamberlin
Patrick Ketcham
Ralph Grimm
Greg Gossett
Justin Nelson
John Lovell
Angela Hale
Kent A.McDowell,Mayor
TOTAL VOTES 7
APPROVED: , Date _ / _ /2023
M yor,City of Canton
ATTEST:- Date: /2023
Kit4yaClerk, 6ty of Canton
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CITY OF CANTON, ILLINOIS
BUSINESS DEVELOPMENT DISTRICT NO. 1 REDEVELOPMENT
AGREEMENT
by and between
CITY OF CANTON,.ILLINOIS
and
CODY GIEBELHAUSEN
and
CIVIC DIGITAL DISPLAYS, LLC
(MAIN STREET PROJECT)
AUGUST 29, 2023
CITY OF CANTON,ILLINOIS
BUSINESS DEVELOPMENT DISTRICT NO.1
REDEVELOPMENT AGREEMENT
by and between
CITY OF CANTON,ILLINOIS
and
CODY GIEBELHAUSEN
and
CIVIC DIGITAL DISPLAYS,LLC
(MAIN STREET PROJECT)
THIS AGREEMENT (including Exhibits, hereinafter referred to as the "Agreement's is
entered into this 291 day of August,2023,by the City of Canton (the "City'D, an Illinois Municipal
Corporation, Fulton County, Illinois, and Cody Giebelhausen and Civic Digital Displays, LLC
(collectively, the"Developer'D.
PREAMBLE
WHEREAS,the City has the authority,to promote the health,safety,and welfare of the City
and its citizens and to encourage development,job creation,and/or the full utilization of real estate;
and
WHEREAS,pursuant to the Illinois Business District Development and Redevelopment Act
(65 ILCS 5/11-74.3-1 et seq.), as amended (the "Act'D, the City established the Canton Business
Development District No. 1 (the `Business District" or `BDD") on March 15, 2022, by approving
Ordinance No.4281;and
WHEREAS,on September 30,2022,the City approved the First Amendment to the Business
District by approving Ordinance No. 4307 and further ratified the First Amendment on October 5,
2022 by approving Ordinance No.4315;and
WHEREAS, pursuant to Illinois Statute 65 ILCS 5/8-1-2.5, the City has the authority to
appropriate and expend funds for economic development purposes;and
WHEREAS,pursuant to the Act,the City has the authority to incur eligible business district
project costs and may enter into agreements with developers to reimburse them for their eligible
business district project costs;and
WHEREAS,the Developer shall acquire real property located within the Business District at
212 N.Main Street,Canton,Illinois(PINS 09-08-207-405-015) (hereinafter referred to as"Site 2"and
legally described in"Exhibit 4'D;and
WHEREAS, based in part on incentives made available by the City, the Developer shall
proceed with plans to demolish all of the buildings and other structures located on Site 2 and otherwise
cleat Site 2 of all trees,brush and other debris,in order construct and operate a digital billboard located
thereon(the"Project');and
WHEREAS, the Developer's proposed Project is consistent with the land uses of the City
and the Business District Plan as adopted;and
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WHEREAS,the City has determined that this Project requires the incentives requested and
that said Project will promote the health, safety and welfare of the City and its citizens by attracting
private investment to redevelop under-utilized property,to provide employment_for its citizens, and
generally to enhance the local-economy;and
WHEREAS,in consideration of the execution of this Agreement and in reliance thereon,the
Developer is prepared to redevelop said property;and
WHEREAS, the City is entering into this Agreement to induce the Developer to complete
the Project located on the Property.
AGREEMENTS
NOW, THEREFORE, for good and valuable consideration, the receipt of which is
acknowledged,the Parties agree as follows:
A. PRELIMINARY STATEMENTS
1. The Parties agree that the matters set forth in the recitals above are true and correct and form
a part of this Agreement and are to be construed as binding statements of this Agreement
2. Any terms which are not defined in this Agreement shall have the same meaning as they do in
the Act,unless indicated to the contrary.
3. The Developer agrees to complete the Project and verif T eligible project costs as required in
Section "E"below within 12 months (unless otherwise pro,.ided below) from the date of
execution of this Agreement, subject to exception of Force 1Viajeure as described in Section
"I"below.
4. For the purpose of this Agreement, the Developer's Project will be deemed to be complete
when all of the buildings and other structures located on Site 2 are demolished, and the
property is cleared of trees,brush,and other debris;the Developer has verified all of its costs
related to land acquisition,demolition and clearing on Site 2,and has completed construction
of the digital billboard located on Site 2 as set forth in the Site Plan attached hereto as Exhibit
`2"
5. Each of the Parties represents that it has taken all actions necessary to authorize its
representatives to execute this Agreement
B. INCENTIVES
In consideration for the Developer completing its Project,the City agrees to extend to the Developer
the following incentives to assist the Developer's Project:
1. Loan for Land Agqusstion and Demolition: At the closing on the purchase of Site 2 by
Developer,which shall occur within sixty (60) days of the execution of this Agreement, the
City will loan Developer One Hundred Seventy-Five Thousand and No/100 Dollars
($175,000.00), payable from the Canton BDD Special Tax Allocation Fund, to be used for
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land acquisition and demolition of all of the buildings and structures,and clearing of all trees,
shrubs and other debris (the "Loan'. Said demolition and clearing shall include, but not be
limited to,the removal of all foundations,basements, or other supports,as well as the filling
in of same with appropriate fill,followed by grading and seeding of Site 2 thereafter.All said
demolition and clearing shall occur on or before December 31,2023.On or before December
31,2023,Developer shall provide verification of Business District eligible project costs(as set
forth in Exhibit "?"attached hereto) related to land acquisition and demolition/clearing
incurred by the Developer in furtherance of the Project pursuant to Section 'Ell below. In
the event the loan proceeds exceed the Business District eligible project costs incurred by the
Developer and verified pursuant to Section E below, then the amount of said loan proceeds
not used to pay for Business District eligible project costs shall be paid towards the principal
and interest on the Loan on or before December 31;2023.
2. Additional Terms and Conditions for Loan:
a. The City shall disburse the amount of One Hundred Sixty-Five Thousand Dollars
($175,000.00) to the Developer only upon execution of a secured promissory note and
mortgage (in forms acceptable to the City) at the time of closing on the purchase of
Site 2 by Developer;which must occur within sixty (60) days of the execution of this
Agreement.
b. The above-described mortgage shall secure both Developer's obligations under the
secured promissory note and those contained in this Agreement.
c. The term of the loan shall be for twenty (20) years from the date the Loan funds are
disbursed to the Developer.
d. The interest rate for the loan shall be three percent(3%)per annum and shall begin to
accrue on the date the,loan funds are disbursed to the Developer.
e. The loan shall be paid in monthly installments of principal and accrued interest in the
amount of Nine Hundred Seventy and 55/100 Dollars ($970.55), beginning on the
first day of the month following the closing of Dcvcloper's acquisition.of Sitc 2 and
due on the first (P) day of each month thereafter until the principal and all accrued
interest is paid in full.The entire unpaid principal balance,together with any accrued
interest and other unpaid charges or fees hereunder, shall be due and payable on the
date that is twenty years from the date the loan funds are disbursed to the Developer
(the"Maturity Date'.
f. Within thirty(30) days after acquiring Site 2, the Developer shall file with the Illinois
Department of Transportation to obtain all necessary permissions, permits,licenses,
or other approvals (collectively"IDOT Approvals") related to the construction and
placement of digital billboard. A copy of any applications,petitions, or other related
documents submitted to the Illinois Department of Transportation shall be provided
to the City upon filing of same. At no time shall Developer cause any application,
petition,or other similar document for IDOT Approvals to be withdrawn without the
City's written authorization.
g. Until the Maturity Date:
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i. The Developer shall maintain operation of the digital billboard located on Site
2.
I The Developer shall not file for bankruptcy or otherwise become insolvent.
iii. The Developer shall not be in default of any term or condition set forth in this
Agreement.
iv. The Developer shall comply with the following conditions:
1. The Developer shall not permit any political advertisements or
messaging on the digital billboard or on Site 2.
2. The Developer shall not permit any foul language, obscene,
derogatory, or discriminatory advertising or language on the digital
billboard or on Site 2.
3. The City shall be permitted to post public notices on the digital
billboard or on Site.2 at no cost,which shall be posted within at least
48 hours unless emergency requires shorter notice.
4. The Developer shall keep Site 2 and the digital billboard in a net, tidy,
and well-maintained manner. All grass, trees, bushes/shrubbery, or
flowers shall be kept trimmed and well maintained.
3. The digital billboard shall bear signage substantially to the effect of
"Welcome to Canton" or similar language,which shall be reasonably
approved by the City.
6. The Developer shall be responsible for all property taxes and
assessments associated with Site 2.
7. The Developer shall be responsible for obtaining and maintaining any
necessary or applicable licenses, permits or other permissions
necessary to operate and maintain the sign.
8. The Developer shall comply with all applicable laws, regulations, and
ordinances pertaining digital billboard.
9. The Developer shall be responsible for insuring any of its structures
or property from theft,loss,casualty,etc.
10. The Developer shall hold the City ham-iless and indemnify the City
from any damages, injuries, fines, penalties, causes of action, etc.
related to Site 2 and/or the digital billboard.
11. The Developer shall be responsible for any utility costs associated-with
the Site 2.
12. The Developer will be responsible for obtaining approvals, permits,
and/or licenses,including but not limited to those required pursuant
to the City's ordinances.
13. The design of the digital billboard shall be subject to approval by the
Mayor prior to construction and submission of any applications or
petitions to the City's Joint Planning and Zoning_ Commission and/or
the Illinois Department of Transportation.
h. 1n the event Developer fails to timely perform its obligations under this Agreement,
the above-described promissory note,or the mortgage,then the entire unpaid balance
of principal and interests shall be accelerated become immediately due and payable.
i. As signatories to this Agreement, Cody Giebelhausen and Jeff Giebelhausen each
personally guarantee payment of the loan and terms and conditions of this Agreement
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set forth herein and shall be jointly and severally liable for payment of the Loan and
performance of the terms and conditions of this Agreement in the event of a default
thereof.
C. LIMITATION OF INCENTIVES TO DEVELOPER
1. The Developer shall be loaned funds by the City, subject to the limitations of Section `B"
above, from the.Business District Tax Allocation Fund, but only up to an amount not to
exceed$175,000.00.
D. OBLIGATIONS AND RESPONSIBILITIES OF DEVELOPER
1. The Developer shall timely complete the Project located on the Property. Failure of the
Developer to timely complete such the Project as set forth herein will result in the denial of
the reimbursements to be otherwise made hereunder.
2. The failure of the Developer to provide any information reasonably required herein after
notice from the City,and the continued failure to provide such information within 30 days to
the City after such notice shall be considered a material breach of this Agreement and shall be
cause for the City to deny payments hereunder to the Developer, which payments are
conditional upon receipt of the forgoing information.
3. The Developer agrees to execute any and all documents necessary to effectuate the provisions
of this Agreement.
E.PAYMENT OF ELIGIBLE PROJECT COSTS
1. To receive the incentives set forth in Section 'W" above, the Developer must submit
documentation evidencing all Business District Eligible Project Costs incurred by it with
respect to the Project by December 31,2023.Satisfactory evidence of such costs shall include
verified bills or statements of suppliers,contractors,or professionals together with mechanic's
lien waivers (whether partial or full), cancelled checks, statements or invoices marked paid
from each of the parties entitled to payment with respect to work done for the Project, or
other proofs payment for such bills, statements, settlement statements, or invoices for such
costs.
2. Payment to the Developer for BDD Eligible Project Costs as set forth by the BDD Act shall
be made by the City following submission by Developer of a final Requicitiort for Payment qf
Ptit)ate Detvlopive&Rederelopwew Costs (the "Requisition's attached hereto as Exhibit 'U"to
Jacob & Klein, Ltd. and the Economic Development Group, Ltd. (collectively the `BDD
Administrator"), and the BDD Administrator's approval of the BDD eligible project costs
and the availability of funds in the Canton BDD Special Tax Allocation Account.
3. If any costs which are submitted by the Developer are not approved by the Administrator,the
reasons for disallowance will be set forth in writing and the Developer may resubmit the costs
Rrith such additional information as may be required and the same procedures set forth herein
shall apply to such re-submittals.
4. All Business District Eligible Project Costs which have been approved shall then be paid
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pursuant to the terms set forth in Section "B"above.
F. LIMITED OBLIGATION OF CITY
The City's obligation hereunder to reimburse the Developer as stated herein is a limited
obligation. Said obligation does not now and shall never constitute an indebtedness of the City within
the meaning of any State of Illinois constitutional or statutory provision and shall not constitute or
give rise to a pecuniary liability of the City or a charge or lien against any City fund nor obligate the
City to utilize its taxing authority to fulfill the terns of this Agreement.
G.LIMITED LIABILITY OF CITY TO OTHERS FOR DEVELOPER'S EXPENSES
There shall be no obligation by the City to make any payments to any person other than the
Developer, not shall the City be obligated to make payments to any contractor, subcontractor,
mechanic,or materialriman providing services or materials to the Developer for the Project.
H.DEFAULT;CURE; REMEDIES
In the event of a default under this Agreement by any Party hereto (the "Defaulting Party'),
which default is not cured within the cure period provided for below,then the other Party(the"Non-
defaulting Party shall have an action for damages, or in the event damages would not fairly
compensate the Non-defaulting Party's for the Defaulting Part)Os breach of this Agreement,the Non-
defaulting Party shall have such other equity rights and remedies as are available to them at law or in
equity. Any damages payable by the City hereunder shall be limited to the Municipal Sales Tax
Revenues payable under the terms of this Agreement.
In the event a Defaulting Party shall fail to perform a monetary covenant which it is required
to perform under this Agreement,it shall not be deemed to be in default under this Agreement unless
it shall have failed.to perform such monetary covenant within thirty(30) days of its receipt of a notice
from a Non-defaulting Party specifying that it has failed to perform such monetary covenant. In the
event a Defaulting Party fails to perform any non-monetary covenant as and when it is required to
under this Agreement,it shall not be deemed to be in default if it shall have cured such default within
thirty (30) days of its receipt of a notice from a. Non-defaulting Party specifying the nature of dic
default, provided, however, with respect to those non-monetary defaults which are not capable of
being cured within such thirty(30) day period,it shall not be deemed to be in default if it commences
curing within such thirty (30) day period, and thereafter diligently and continuously prosecutes the
cure of such default until the same has been cured.
I.TIME;FORCE MA JEURE
For this Agreement, time is of the essence. The Developer agrees to complete the Project
within twelve (12) months from the date of execution of this Agreement,subject to extension due to
Force 1C,Iajeure (defined below). Failure to do so shall be cause for the City to declare the Developer
in default and unilaterally terminate the Agreement after notice and the opportunity to cure as
provided in Section H. However, the Developer and the City shall not be deemed in default with
respect to any obligations of this Agreement on its part to be performed if the Developer or the City
fails to tunely perform the same and such failure is due in whole, or in part, to any strike, lock-out,
labor trouble(whether legal or illegal),civil disorder,inability to procure materials,weather conditions,
wet soil conditions, failure or interruptions of power, restrictive governmental laws and regulations,
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condemnation,riots,insurrections,war, fuel shortages, accidents, casualties,Acts of God,approvals
by the Illinois Department of Transportation or any other cause beyond the reasonable control of the
Developer or the City.
J.ASSIGNMENT
The rights (including,but not limited to,the right to payments contemplated by Section 'W"
of this Agreement) and obligations (or either of them) of the Developer under this Agreement shall
not be assignable.
K.WAIVER
Any Party to this Agreement may elect to waive any remedy it may enjoy hereunder,provided
that no such waiver shall be deemed to exist unless the Party,�vandng such right of remedy does so in
writing. No such waiver shall obligate such Party to waive any right of remedy hereunder or shall be
deemed to constitute a waiver of other rights and remedies.provided said Party pursuant to this
Agreement.
L. SEVERABILITY
If any section, subsection, term or provision of this Agreement or the application thereof to
any Party or circumstance shall, to any extent, be invalid or unenforceable, the remainder of said
section, subsection, term or provision of this Agreement or the application of same to parties or
circumstances other than those to which it is held invalid or unenforceable, shall not be affected
thereby.
M.NOTICES
All notices,demands,requests,consents,approvals or other instruments required or permitted
by this Agreement shall be in writing and shall be executed by the Party or an officer,agent or attorney
of the Party,and shall be deemed to have been effective as of(i)the date of actual delivery,if delivered
personally,or CH)as of the third(3�)day from and including the date of posting,if mailed by registered
or certified mail, return receipt requested,with postage prepaid or (in) the nest business day if sent
overnight delivery using a nationally recognized dclivery service,addressed as follows;
TO CITY TO DEVELOPER
City of Canton Cody Giebelhausen/
`/o City Clerk Civic Digital Displays,LLC
2 N.Main Street 1116 Springfield Road
Canton,Illinois 61520 East Peoria,Illinois 61611
Ph: (309) 647-0065
with copy to.
with copy to Cit i BDD Adminishwtoy:
Jacob&Klein,Ltd.and
The Economic Development Group,I.td.
1701 Clearwater Avenue
Bloomington,Illinois 61704
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Ph: (309) 664-7777
N. SUCCESSORS IN INTEREST
Subject to the provisions of Section 'J"above, this Agreement shall be binding upon and
inure to the benefit of the Parties hereto and their respective successors and assigns.
O.NO JOINT VENTURE,AGENCY,OR PARTNERSHIP CREATED
Neither anything in this Agreement nor any acts of the Parties to this Agreement shall be
construed by the Parties or any third person to create the relationship of a partnership,agency,or joint
venture between or among such Parties.
P. LIMITATIONS OF LIABILITY
As it relates to this Agreement, no recourse under or upon any obligation, covenant or
agreement of this Agreement or for any claim based thereon or otherwise in respect thereof shall be
had against the City, its officers, agents and employees, in excess of any specific sum agreed by the
City to be paid to Developer,hereunder, subject to the terms and conditions herein,and no liability,
right or claim at law or in equity shall attach to or shall be incurred by its officers,agents and employees
in excess of such amounts, and all and any such rights or claims of Developer against the City, its
officers, agents and employees are hereby expressly waived and released as a condition of and as
consideration for the execution of this Agreement by the City.
Q. ENTIRE AGREEMENT
The terms and conditions set forth in this Agreement supersede all prior oral and written
understandings and constitute the entire agreement between the City and the Developer with respect
to the subject matter hereof.
R. TERM OF THE AGREEMENT
Notwithstanding anything in this Agrcement to the contrary,this Agreement shall expire upon
full payment of the loan set forth in Section "B"above. The Agreement shall expire sooner upon
default by the Developer of this Agreement after applicable notice and cure periods.
S. ILLINOIS PREVAILING WAGE ACT
It is the understanding of the Parties that the position of the Illinois Department of Labor(the
"Department") is that the Illinois Prevailing Wage Act does not apply to Sales Tax Reimbursements
received by private developers as reimbursement for private redevelopment project costs. This
position of the Department is stated as an answer to a FAQ section on the Department's website.'
The Developer shall indemnify and hold harmless the City,and all City elected or appointed officials,
officers, employees, agents, representatives, engineers, consultants, and attorneys (collectively, the
"indemnified Parties"), from any and all claims that may be asserted against the Indemnified Parties
or one or more of them,in connection with the applicability, determination, and/or payments made
under the Illinois Prevailing Wage Act (820 II.CS 130/0.01 et seq.), the Illinois Procurement Code,
lSeeonline: ttt c://lahorillinoisgne/Rqs/preciilinz-n-.igg-f�ghrtnl#fiia1G,irei�miectsfundedthrousghriFnazncinicoi-crcdhyteiainq
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and/or any similar State or Federal law or regulation. This obligation to indemnify and hold harmless
obligates Developer to defend any such claim and/or action, pay any liabilities and/or penalties
imposed, and pay all defense costs of City, including but not limited to the reasonable attorney fees
of City. Failure to comply w7th any of these requirements may cause all benefits hereunder to be
terminated by the City.
T. OTHER GENERAL PROVISIONS
1. Titles of Paragraphs: Titles of the several parts, paragraphs, sections, or articles of this
Agreement are inserted for convenience of reference only and shall be disregarded in
construing or interpreting any provisions hereof.
2. Warranty of Signatories: The signatories of Developer warrant full authority to both execute
this Agreement and to bind the entity in which they are signing on behalf of.
3. Counterparts:This Agreement may be executed in counterparts,which when taken together
shall constitute a single signed original as though all Parties had executed the same page.
4. Choice of Law/Venue: This Agreement shall be governed by and construed in accordance
with the laws of the State of Illinois with venue lying in the Circuit Court of Fulton County,
Illinois.
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THIS AGREEMENT IS INTENDED TO BE A LEGAL DOCUMENT. AN ATTORNEY AT
LAW SHOULD BE CONSULTED PRIOR TO THE EXECUTION OF THIS DOCUMENT.
IN WITNESS WHEREOF the Parties hereto have caused this Agreement to be executed
by their duly authorized officers on the above date at the City of Canton,Illinois.
CITY DEVELOPER
CIVIC DIGITAL DISPLAYS LLC
CITY OF CANTON,ILLINOIS,an Illinois
Municipal Corporation BY:
I /BY: LyJ�( TITL4 nw-L
�V"�
Mayor AND
Date: 2 z�Z3 CODY GIERELHAUSEN,individually
ATTESTED BY. BY: �✓
ody Giebelhausen
AND
ity Clerk
JEFF GIEBELHAITSEN,in idually
Date: Z 9— ! Z .3 BY:
Je Gi belhausen
Date:
EXHIBITS!
Exhibit 1. Estimated BDD Eligible Project Costs
Exhibit 2.Project Site Plan
Exhibit 3. Requisition for Payment of Private Development Redevelopment Costs
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EXHIBIT 1
ESTIMATED BDD ELIGIBLE PROJECT COSTS
CIVIC DIGITAL DIPLAYS,LLC AND CODY GIEBELHAUSEN
Canton BDD No. 1
City of Canton,Fulton County,Illinois
Project Description: Developer shall acquire Site 2 and proceed with plans to demolish all
of the buildings and structures located thereon, clear all trees, shrubs,
and other debris,in order to construct and operate a digital billboard
located thereon as set forth in the Site Plan attached to the Agreement
as Exhibit"227
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Site 2 Location: 212 N. Main Street, Canton,Illinois
Site 2 Parcel Numbers: 09-08-207-405-015
Estimated BDD Eligible Project Costs:
Demolition/Clearing of Property...................................................................................................$50,000.00
LandAcquisition.............................................................................................................................$125,000.00
Total Estimated BDD Eligible Project Costsl ..................................................�Z !
1 NOTE: The total,cumulative reimbursement of BDD Funds for BDD Eligible Project Costs payable by the City to the Developer
shall not exceed$175,000.00,as set forth in this Redevelopment Agreement. Professional Fees shall specifically exclude any
proiect management fees and any fees charged by the Developer or any affiliate of the developer.
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'•a
71
-
1
XMI
5µt
-
t:.*-} ; Site 2 to be acquired
Billboard final location
s u b'a ct to. survey
EXHIBIT 3
CITY OF CANTON,ILLINOIS
CANTON BUSINESS DEVELOPMENT DISTRICT(BDD)NO.1
PRIVATE PROJECT REQUEST.FOR
VERIFICATION OF BDD ELIGIBLE PROJECT COSTS
by
CODY GIEBELHAUSEN and CIVIC DIGITAL DISPLAYS,LLC
Date
Attention:City BDD Administrator,City of Canton,Illinois
Re: BDD Redevelopment Agreement,dated August 29,2023
by and between the City of Canton,Illinois,and Civic Digital Displays,LLC(the"Developer'D
The City of Canton is hereby requested to disburse fiords from the Canton BDD Special'Tag
Allocation Fund pursuant to the Redevelopment Agreement described above in the following amount(s), to
the Developer and for the purpose(s) set forth in this Request for Reimbursement. The terms used in this
Request for Reimbursement shall have the meaning given to those terms in the Redevelopment Agreement.
1. REQUEST FOR REIMBURSEMENT NO.
❑ This is the final request for verification of BDD eligible project costs (Developer initials)
2. REIMBURSEMENT PAYABLE TO:Civic Did tal DispAys I I C
3. AMOUNTS REQUESTED TO BE DISBURSED:
Description of BDD Eligible Project Cost Amount
Total
4. The amount requested to be disbursed pursuant to this Request for Reimbursement will be used to
reimburse the Developer for Redevelopment Project Costs for the Project detailed in Exhibit"I"of the
Redevelopment Agreement.
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5. The undersigned certifies that:
(i) the amounts included in (3) above were made or incurred or financed and were necessary for the
Project and were made or incurred in accordance with the construction contracts, plans and
specifications heretofore in effect;and
(n) the amounts paid or to be paid,as set forth in this Request for Reimbursement,represent a part of
the funds due and payable for BDD Eligible Project Costs;and
(iii) the expenditures for which amounts are requested represent proper Redevelopment Project Costs
as identified in the 'Likita ion of hice»tivec to Developer" described in Section "C" of the
Redevelopment Agreement,have not been included in any previous Request for Reimbursement,
have been properly recorded on the Developer's books and are set forth with invoices attached for
all sums for which reimbursement is requested,and proof of payment of the invoices;and
(iv) the amounts requested are not greater than those necessary to meet obligations due and payable or
to reimburse the Developer for its funds actually advanced for Redevelopment Project Costs;and
(v) the Developer is not in default under the Redevelopment Agreement,and nothing has occurred to
the knowledge of the Developer that would prevent the performance of its obligations under the
Redevelopment Agreement.
G. Attached to this Request for Reimbursement is Exhibit"1"of the Redevelopment Agreement, together
vrith copies of invoices,proof of payment of the invoices,and Mechanic's Lien Waivers relating to all items
for which reimbursement is being requested.
BY. (Developer)
TITLE:
APPROVED BY CITY OF CANTON,ILLINOIS
BY:
TITLE: DATE:
REVIEWED BY JACOB&KLEIN,LTD.&THE ECONOMIC DEVELOPMENT GROUP,LTD.
BY:
TITLE: DATE:
15
EXHIBIT 4
LEGAL DESCRIPTIONS FOR SITE 2
The East Ninety-three point five(93.5)feet of the South Ninety-eight point seventy-five (98.75) feet
of Lot 87,Original Town,now City,of Canton,Illinois;situate,lying and being in the County of
Fulton, State of Illinois.
Commonly known as 212 N.Main Street,Canton,IL 61520
PIN:09-08-27-405-015
16
PROMISSORY NOTE
FOR VALUE RECEIVED, Civic Digital Displays, LLC, Cody Giebelhausen, and Jeff
Giebelhausen(collectively,the`Borrower',promise to pay the City of Canton,Fulton County,Illinois,
an Illinois Municipal Corporation ("Lender") the principal sum of One Hundred Seventy-Five
Thousand Dollars ($175,000.00) with interest accruing on the unpaid principal at the rate of three
percent(3%) per anmun. The aforementioned principal sum represents monies loaned by the Lender
to the Borrower for the reimbursement of Borrower's BDD Eligible Project Costs, specifically
redevelopment project costs related to land acquisition,incurred as a result of a Redevelopment Project
located at 212 N. Main Street, Canton, Illinois (Parcel Identification #s 09-08-207-405-015) (the
"Property"),within the BDD Project Area and that is the subject of a Business Development District
Redevelopment Agreement between the City of Canton and the Borrower (the "Redevelopment
Agreement's entered into the 29`h day of August,2023.
The term of this Promissory Note shall commence on the date the loan funds are disbursed to
the Borrower pursuant to Section B(2) of the Redevelopment Agreement and end on the date that is
twenty(20) years from the date the loan funds are disbursed to the Borrower.
The Borrower shall repay to the Lender the balance due,on this Note plus accrued interest
thereon by making payments of Nine Hundred Seventy Dollars and 55/100 per month for 240 months
beginning on the first(1`�day of the month following the closing of the Loan,and on the 1"day of each
month thereafter for the term of the Loan. The entire unpaid principal balance, together with any
accrued interest and other unpaid charges or fees under this Promissory Note or the Redevelopment
Agreement shall be due and payable on the date that is twenty (20)years from the date the loan funds
are disbursed to the Borrower.
The Borrower shall be deemed in Default of this Promissory Note,if the Borrower in default
of any term set forth in this Promissory Note or the Redevelopment Agreement
Unless different times to cure are provided in the Redevelopment Agreement,then,in the event
the Borrower is in Default under the terms of this Promissory Note or the Redevelopment Agreement
and does not cure said default or breach on or before the thirtieth(30')day after Lender gives Borrower
written notice of Default thereof by personal delivery or certified mailing, the outstanding principal
amount,plus any accrued interest thereon,is immediately due to the Lender and the Lender shall be
entitled to all remedies permitted by law. Notice shall be deemed given on the date of personal delivery
or date of mailing,whichever applies. No delay or failure in giving notice of said Default or breach shall
constitute a waiver of the right of the Lender to exercise said right in the event of a subsequent or
continuing Default or breach. Furthermore,in the event of such Default or breach which results in the
filing of a suit, the prevailing party in such a suit will be entitled to collect its reasonable costs and
expenses,including,but not limited to attorneys'fees,in pursing or defending said action.
This Promissory Note has been entered into and shall be performed in the City of Canton,
Fulton County,Illinois,and shall be construed in accordance with the laws of Illinois and any applicable
federal statutes or regulations of the United States. Any claims or disputes concerning this Note shall,
at the sole election of the Lender,be adjudicated in Fulton County,Illinois.
BORROWER: LENDER:
CIVIC DIGITAL DISPLAYS,LLC,an Illinois CITY OF Canton,an Illinois Municipal
Limited Liability Company Corporation
BY: BY: 7 t
oil \Ij r / or,City of Canton
NAME:
ATTEST:
TITLE: ( L�e. Ci Clerk, City o Canton
DATE: LpZa3 DATE: �O P \c( J D 02;
AND
CODY GIEBELHAUSEN,individually
DATE:
AND
JEFF S� individually
D E:�
+. t
RECORDATION REQUESTED BY:
The City of Canton, Illinois
2 N. Main St. 2309153
Canton,IL 61520
PATRICK O'BRIAN
WHEN RECORDED MAIL TO: COUNTY CLERK & RECORDER
The City of Canton,Illinois FULTON COUNTY, IL
% City Clerk RECORDED ON
2 N.Main St. 11/07/2023 10:46 AM
Canton,IL 61520 RECORDING FEE 68.00
RHSP FEE 18.00
PREPARED BY: PAGES: 10
Nicolas P.Nelson
Jacob&Klein,Ltd.
1701 Clearwater Avenue
Bloomington,IL 61704
FOR RECORDER'S USE ONLY
MORTGAGE
THIS MORTGAGE dated October 19,2023,is made and executed between Cody Giebelhausen whose
address is 1116 Springfield Road, East Peoria, Illinois 61611 and Civic Digital Displays, LLC, whose
address is 1116 Springfield Road, East Peoria, Illinois 61611 (collectively, referred to below as
"Grantor")and the City of Canton,an Illinois Municipal Corporation,whose address is 2 N.Main St.,
Canton, Illinois 61520 (referred to below as "Lender"). Grantor owes Lender the principal sum of One
Hundred Seventy-Five Thousand Dollars and No Cents($175,000.00)as evidenced by the Redevelopment
Agreement, and Promissory Note attached thereto, executed by Grantor and Lender on August 29, 2023
(hereinafter referred to as the"Redevelopment Agreement"or the"Loan'D.
GRANT OF MORTGAGE. For valuable consideration, Grantor mortgages, warrants, and conveys to
Lender all of Grantor's right,title,and interest in and to the following described real property,together with all
existing or subsequently erected or affixed buildings,improvements and fixtures;all easements,rights of way,
and appurtenances; and all other rights, royalties, and profits relating to the real property, including without
limitation all minerals, oil, gas, geothermal and similar matters, located at 212 N. Main Street, Canton,
Illinois (PIN 09-08-207-405-015 and the"Real Property").
THIS MORTGAGE IS GIVEN TO SECURE(A)PAYMENT OF THE INDEBTEDNESS AND(B)
PERFORMANCE OF ANY AND ALL OBLIGATIONS UNDER THE REDEVELOPENT
AGREEMENT, THE PROMISSORY NOTE ATTACHED THERETO, THE RELATED
DOCUMENTS,AND THIS MORTGAGE. THIS MORTGAGE IS GIVEN AND ACCEPTED ON
THE FOLLOWING TERMS:
PAYMENT AND PERFORMANCE. Except as otherwise provided in this Mortgage, Grantor shall pay
to Lender all amounts secured by this Mortgage as they become due and shall strictly perform all of Grantor's
obligations under this Mortgage.
POSSESSION AND MAINTENANCE OF THE PROPERTY. Grantor agrees that Grantor's
possession and use of the Property shall be governed by the following provisions:
Possession and Use. Until the occurrence of an Event of Default, Grantor may (1) remain in
possession and control of the property; (2) use, operate or manage the Property; and (3) collect the
Rents from the Property.
Duty to Maintain. Grantor shall maintain the Property in good condition and promptly perform all
repairs,replacements,and maintenance necessary to preserve its value.
Fulton County Clerk Recorder Instrument No. 2309153 Page 1 of 10
RECORDATION REQUESTED .
The City of Canton,Illinois
2 N.Main St.
Canton,IL 61520
WHEN RECORDED MAIL TO:
The City of Canton,Illinois
% City Clerk
2 N.Main St.
Canton,IL 61520
PREPARED BY:
Nicolas P.Nelson
Jacob&Klein,Ltd.
1701 Clearwater Avenue
Bloomington,IL 61704
FOR RECORDER'S USE ONLY
MORTGAGE
THIS MORTGAGE dated October 19,2023,is made and executed between Cody Giebelhausen whose
address is 1116 Springfield Road, East Peoria, Illinois 61611 and Civic Digital Displays, LLC, whose
address is 1116- Springfield Road, East Peoria, Illinois 61611 (collectively, referred to below as
"Grantor") and the City of Canton,an Illinois Municipal Corporation,whose address is 2 N.Main St.,
Canton, Illinois 61520 (referred to below as "Lender"). Grantor owes Lender the principal sum of One
Hundred Seventy-Five Thousand Dollars and No Cents($175,000.00)as evidenced by the Redevelopment
Agreement, and Promissory Note attached thereto, executed by Grantor and Lender on August 29, 2023
(hereinafter referred to as the"Redevelopment Agreement"or the"Loan').
GRANT OF MORTGAGE. For valuable consideration, Grantor mortgages, warrants, and conveys to
Lender all of Grantor's right,title,and interest in and to the following described real property,together with all
existing or subsequently erected or affixed buildings,improvements and futures;all easements, rights of way,
and appurtenances; and all other rights, royalties, and profits relating to the real property, including without
limitation all minerals, oil, gas, geothermal and similar matters, located at 212 N. Main Street, Canton,
Illinois (PIN 09-08-207-405-015 and the"Real Property").
THIS MORTGAGE IS GIVEN TO SECURE(A)PAYMENT OF THE INDEBTEDNESS AND(B)
PERFORMANCE OF ANY AND ALL OBLIGATIONS UNDER THE REDEVELOPENT
AGREEMENT, THE PROMISSORY NOTE ATTACHED THERETO, THE RELATED
DOCUMENTS,AND THIS MORTGAGE. THIS MORTGAGE IS GIVEN AND ACCEPTED ON
THE FOLLOWING TERMS:
PAYMENT AND PERFORMANCE. Except as otherwise provided in this Mortgage, Grantor shall pay
to Lender all amounts secured by this Mortgage as they become due and shall strictly perform all of Grantor's
obligations under this Mortgage.
POSSESSION AND MAINTENANCE OF THE PROPERTY. Grantor agrees that Grantor's
possession and use of the Property shall be governed by the following provisions:
Possession and Use. Until the occurrence of an Event of Default, Grantor may (1) remain in
possession and control of the property; (2) use, operate or manage the Property; and (3) collect the
Rents from the Property.
Duty to Maintain. Grantor shall maintain the Property in good condition and promptly perform all
repairs,replacements,and maintenance necessary to preserve its value.
MORTGAGE(cont'd)
Nuisance,Waste. Grantor shall not cause,conduct or permit any nuisance nor commit,permit,or
suffer any stripping of or waste on or to the Property or any portion of the Property.
Removal of Improvements. Grantor shall not demolish or remove any Improvements from the
Real Property without Lender's prior written consent. As a condition to the removal of any
Improvements,Lender may require Grantor to make arrangements satisfactory to Lender to replace
such Improvements with Improvements of at least equal value.
Lender's Right to Enter. Lender and Lender's agents and representatives may enter upon the Real
Property at all reasonable times to attend to Lender's interests and to inspect the Real Property for
purposes of Grantor's compliance with the terms and conditions of this Mortgage.
Compliance with Governmental Requirements. Grantor shall promptly comply with all laws,
ordinances, and regulations, now or hereafter in effect, of all governmental authorities applicable to
the use or occupancy of the Property. Grantor may contest in good faith any such law,ordinance,or
regulation and withhold compliance during any proceeding,including appropriate appeals, so long as
Grantor has notified Lender in writing prior to doing so and so long as, in Lender's sole opinion,
Lender's interests in the Property are not jeopardized. Lender may require Grantor to post adequate
security or a surety bond,reasonably satisfactory to Lender,to protect Lender's interest.
Duty to Protect. Grantor agrees neither to abandon nor leave unattended the Property. Grantor
shall do all other acts,in addition to those acts set forth above in this section,which from the character
and use of the Property are reasonably necessary to protect and preserve the Property.
TAXES AND LIENS. The following provisions relating to the taxes and liens on the Property are part of
this Mortgage:
Payment. Grantor shall pay when due (and in all events prior to delinquency) all taxes,payroll taxes,
special taxes,assessments,water charges and sewer service charges levied against or on account of the
Property, and shall pay when due all claims for work done on or for services rendered or material
furnished to the Property. Except for the primary lender for the Grantor's project,the Grantor shall
maintain the Property free of any liens having priority over or equal to the interest of Lender under
this Mortgage,except for those liens specifically agreed to in writing by Lender,and except for the lien
of taxes and assessments not due as further specified in the Right to Contest paragraph.
Right to Contest. Grantor may withhold payment of any tax, assessment, or claim in connection
with a good faith dispute over the obligation to pay,so long as Lender's interest in the Property is not
jeopardized. If a lien arises or is filed as a result of nonpayment,Grantor shall within fifteen (15) days
after the lien arises or, if a lien is filed,within fifteen (15) days after Grantor has notice of the filing,
secure the discharge of the lien, or if requested by Lender, deposit with Lender cash or a sufficient
corporate surety bond or other security satisfactory to Lender in an amount sufficient to discharge the
lien plus any costs and attorney's fees,or other charges that could accrue as a result of a foreclosure or
sale under the lien. In any contest,Grantor shall defend itself and Lender and shall satisfy any adverse
judgment before enforcement against the Property. Grantor shall name Lender as an additional oblige
under any surety bond furnished in the contest proceedings.
Evidence of Payment. Grantor shall upon demand furnish to Lender satisfactory evidence of
payment of the taxes or assessments and shall authorize the appropriate governmental official to deliver
to Lender at any time a written statement of the taxes and assessments against the Property.
2
MORTGAGE(cont'd)
LENDER'S EXPENDITURES. If Grantor fails: (A) to keep the Property free of all taxes,liens, security
interests (other than that of the primary lender for the Grantor's project),encumbrances,and other claims,(B)
to provide any required insurance on the Property,or(C) to make repairs to the Property then Lender may do
so. If any action or proceeding is commenced that would materially affect Lender's interests in the Property,
then Lender on Grantor's behalf may, but is not required to, take any action that Lender believes to be
appropriate to protect Lender's interests. All expenses incurred or paid by Lender for such purposes will then
bear interest at the rate charged under the Loan from the date incurred or paid by Lender to the date of
repayment by Grantor. All such expenses will become a part of the Indebtedness and,at Lender's option,will
(A)be payable on demand;(B)be added to the balance of the Loan set forth in the Redevelopment Agreement
(and the Promissory Note attached thereto) and be apportioned among and be payable with any installment
payments to become due during either (1) the term of any applicable insurance policy; or (2) the remaining
term of the Loan set forth in the Redevelopment Agreement;or(C) be treated as a balloon payment which will
be due and payable at the Loan's maturity.The Mortgage also will secure payment of these amounts. The rights
provided for in this paragraph shall be in addition to any other rights or any remedies to which Lender may be
entitled on account of any default. Any such action by Lender shall not be construed as curing the default so
as to bar Lender from any remedy that it otherwise would have had.
WARRANTY;DEFENSE OF TITLE. The following provisions relating to ownership of the Property are
a part of this Mortgage:
Title. Grantor warrants that: (a) Grantor holds good and marketable title or record to the Property
in fee simple, free and clear of all liens and encumbrances other than that of a primary lender, those
set forth in the Real Property description or in any title insurance policy, title report, or final title
opinion issued in favor of,and accepted by,Lender in connection with this Mortgage,and(b) Grantor
has the full right,power,and authority to execute and deliver this Mortgage to Lender.
Defense of Title. Subject to the exception in the paragraph above,Grantor warrants and will forever
defend the title to the Property against the lawful claims of all persons. in the event any action or
proceeding is commenced that questions Grantor's title or the interest of Lender under this Mortgage,
Grantor shall defend the action at Grantor's expense. Grantor may be the nominal party in such
proceeding, but Lender shall be entitled to participate in the proceeding and to be represented in the
proceeding by counsel of Lender's own choice, and Grantor will deliver, or cause to be delivered, to
Lender such instruments as Lender may request from time to time to permit such participation.
Compliance With Laws. Grantor warrants that the Property and Grantor's use of the Property
complies with all existing applicable laws,ordinances,and regulations of governmental authorities.
Survival of Promises. All promises,agreements,and statements Grantor has made in this Mortgage
shall survive the execution and delivery of this Mortgage,shall be continuing in nature and shall remain
in full force and effect until such time as Grantor's Indebtedness is paid in full.
CONDEMNATION. The following provisions relating to condemnation proceedings are a part of this
Mortgage:
Application of Net Proceeds. If all or any part of the Property is condemned by eminent domain
proceedings or by any proceeding or purchase in lieu of condemnation, Lender may at its election
require that all or any portion of the net proceeds of the award be applied to the Indebtedness or the
repair or restoration of the Property. The net proceeds of the award shall mean the award after
payment of all reasonable costs, expenses, and attorneys' fees incurred by Lender in connection with
the condemnation.
3
MORTGAGE(cont'd)
FURTHER ASSURANCES; ATTORNEY-IN-FACT. The Following provisions relating to further
assurances and attorney-in-fact are a part of this Mortgage:
Further Assurances. At anytime,and from time to time,upon request of Lender,Grantor will make,
execute and deliver,or will cause to be made,executed or delivered,to Lender or to Lender's designee,
and when requested by Lender,cause to be filed,recorded,refilled,or rerecorded,as the case may be,
at such times and in such offices and places as Lender may deem appropriate, any and all such
mortgages, deeds of trust, security deeds, security agreements, financing statements, continuation
statements, instruments of further assurance, certificates, and other documents as may, in the sole
opinion of Lender, be necessary or desirable in order to effectuate, complete, perfect, continue, or
preserve (1) Grantor's obligations under the Loan, this Mortgage, and the Related Documents, and
(2) the liens and security interest created by this Mortgage,whether now owned or hereafter acquired
by Grantor. Unless prohibited by la-,v or Lender agrees to the contrary in writing, Grantor shall
reimburse Lender for all costs and expenses incurred in connection with the matters referred to in this
paragraph.
Attorney-in-Fact. If Grantor fails to do any of the things referred to in the preceding paragraph and
is declared in default, Lender may do so for and in the name of Grantor, and at Grantor's expense.
For such.purposes, Grantor hereby irrevocably appoints Lender as Grantor's attorney-in-fact for the
purpose of making, executing, delivering, filing, recording, and doing all other things as may be
necessary or desirable,in Lender's sole opinion,to accomplish the matters referred to in the preceding
paragraph.
FULL PERFORMANCE. If Grantor pays all the Indebtedness when due, and otherwise performs all the
obligations imposed upon Grantor under this Mortgage,Lender shall execute and deliver to Grantor a suitable
satisfaction of this Mortgage and suitable statements of termination of any financing statement on file
evidencing Lender's security interest in the Rents and the Personal Property.
EVENTS OF DEFAULT. At Lender's option,Grantor-,-Al be in default under this Mortgage if any of the
following happen:
Payment Default. Grantor fails to make any payment when due under the Indebtedness.
Default on Other Payments. Failure of Grantor within the time required by this Mortgage to make
an), payment for taxes or insurance, or any other payment necessary to prevent filing of or to effect
discharge of any lien.
Break Other Promises. Grantor breaks any promise made to Lender or fails to perform promptly
at the time and strictly in the manner provided in this Mortgage or in any agreement related to this
Mortgage.
False Statements. Any representation or statement made or furnished to Lender by Grantor or on
Grantor's behalf under this Mortgage or the Related Documents is false or misleading in any material
respect,either now or at the time made or furnished.
Defective Collateralization. This Mortgage or any of the Related Documents ceases to be in full
force and effect (including failure of any collateral document to create a valid and perfected security
interest or lien) at any time and for any reason.
Insolvency. The dissolution of Grantor, the insolvency of Grantor, the appointment of a receiver
for any part of Grantor's property, any assignment for the benefit of creditors, any type of creditor
4
MORTGAGE(cont'd)
workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or
against Grantor.
Taking of the Property. Any creditor or governmental agency tries to take any of the Property or
any other of Grantor's property in which Lender has a lien. This includes taking of,garnishing of or
levying on Grantor's accounts.
Breach of Other Agreement. Any breach by Grantor under the terms of any other agreement,
including but not limited to the Redevelopment Agreement(and the Promissory Note attached thereto)
executed on August 29, 2023, which is incorporated herein by this reference, between Grantor and
Lender that is not remedied within any grace period provided therein,including without limitation any
agreement concerning any indebtedness or other obligation of Grantor to Lender, whether existing
now or later.
Events Affecting Guarantor. Any of the preceding events occurs with respect to any guarantor,
endorser, surety, or accommodation party of any of the Indebtedness or any guarantor, endorser,
surety, or accommodation party dies or becomes incompetent, or revokes or disputes the validity of,
or liability under,any Guaranty of the Indebtedness.
RIGHTS AND REMEDIES ON DEFAULT. Upon the occurrence of an Event of Default and at any
time thereafter,Lender,at Lender's option,may exercise an),one or more of the following rights and remedies,
in addition to any other rights or remedies provided by law:
Accelerate Indebtedness. Lender shall have the right at its option without notice to Grantor to
declare the entire Indebtedness immediately due and payable,including any prepayment penalty that
Grantor would be required to pay.
Mortgagee in Possession. Lender shall have the right to be placed as mortgagee in possession or
to have a receiver appointed to take possession of all or any part of the Property,with the power to
protect and preserve the Property,to operate the Property-preceding foreclosure or sale,and to collect
the Rents from the Property and apply the proceeds, over and above the cost of the receivership,
against the Indebtedness. The mortgagee in possession or receiver may serve without bond if
permitted by law. Lender's right to the appointment of a receiver shall exist whether or not the
apparent value of the Property exceeds the Indebtedness by a substantial amount. Employment by
Lender shall not disqualify a person from serving as a receiver.
Judicial Foreclosure. Lender may obtain a judicial decree foreclosing Grantor's interest in all or any
part of the Property.
Deficiency Judgment. If permitted by applicable law, Lender may obtain a judgment for any
deficiency remaining in the Indebtedness due to Lender after application of all amounts received from
the exercise of the rights provided in this section.
Other Remedies. Lender shall have all other rights and remedies provided in this Mortgage or the
Loan or available at law or in equity.
Sale of the Property. To the extent permitted by applicable law, Grantor hereby waives any and all
right to have the Property marshaled. In exercising its rights and remedies,Lender shall be free to sell
all or any part of the Property together or separately,in one sale or by separate sales. Lender shall be
entitled to bid at any public sale on all or any portion of the Property.
5
MORTGAGE(cont'd)
Election of Remedies. All of Lender's rights and remedies will be cumulative and may be exercised
alone or together. An election by Lender to choose any one remedy will not bar Lender from using
any other remedy. If Lender decides to spend money or to perform any of the Grantor's obligations
under this Mortgage, after Grantor's failure to do so, that decision by Lender will not affect Lender's
right to declare Grantor in default and to exercise Lender's remedies.
Attorneys' Fees; Expenses. If Lender institutes any suit or action to enforce any of the terms of
this Mortgage,Lender shall be entitled to recover such sum as the court may adjudge reasonable as
attorneys' fees at trial and upon any appeal. Whether or not any court action is involved, and to the
extent not prohibited by law, all reasonable expenses Lender incurs that in Lender's opinion are
necessary at any time for the protection of its interest or the enforcement of its rights shall become a
part of the Indebtedness payable on demand and shall bear interest at the Loan rate from the date of
the expenditure until repaid. Expenses covered by this paragraph include,without limitation,however
subject to any limits under applicable law,Lender's attorneys'fees and Lender's legal expenses,whether
or not there is a lawsuit,including attorneys'fees and expenses for bankruptcy proceedings (including
efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-
judgment collection services, the cost of searching records, obtaining title reports (including
foreclosure reports), surveyors'reports,and appraisal fees and title insurance,to the extent permitted
by applicable law. Grantor also will pay any court cots,in addition to all other sums provided by law.
NOTICES. Any notice required to be given under this Mortgage,including without limitation any notice of
default and any notice of sale shall be given in writing, and shall be effective when actually delivered, when
actually received by telefacsimile (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 Mortgage. All copies
of notices of foreclosure from the holder of any lien which has priority over this Mortgage shall be sent to
Lender's address, as shown near the beginning of this Mortgage. Any person may change his or her address
for notices under this Mortgage by giving formal written notice to the other person or persons,specifying that
the purpose of the notice is to change the person's address. For notice purposes, Grantor agrees to keep
Lender informed at all times of Grantor's current address. Unless otherwise provided or required by law, if
there is more than one Grantor,any notice given by Lender to any Grantor is deemed to be notice given to all
Grantors. It will be Grantor's responsibility to tell the others of the notice from Lender.
MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Mortgage:
Amendments. What is written in this Mortgage and in the Related Documents is Grantor's entire
agreement with Lender concerning the matters covered by this Mortgage. To be effective,any change
or amendment to this Mortgage must be in writing and must be signed by whoever will be bound or
obligated by the change or amendment.
Caption Headings. Caption headings in this Mortgage arc for convenience purposes only and are
not to be used to interpret or define the provisions of this Mortgage.
Governing Law. This Mortgage 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. This Mortgage has been accepted by Lender in the State of Illinois.
No Waiver by Lender. Grantor understands Lender will not give up any of Lender's rights under
this Mortgage unless Lender does so in writing. The fact that Lender delays or omits to exercise any
right will not mean that Lender has given up that right. If Lender does agree in writing to give up one
of Lender's rights, that does not mean Grantor will not have to comply with the other provisions of
6
MORTGAGE(cont'd)
this Mortgage. Grantor also understands that if Lender does consent to a request,that does not mean
that Grantor will not have to get Lender's consent again if the situation happens again. Grantor further
understands that just because Lender consents to one or more of Grantor's requests, that does not
mean Lender will be required to consent to any of Grantor's future requests. Grantor waives
presentment,demand for payment,protest,and notice of dishonor.
Severability. If a court finds that any provision of this Mortgage is not valid or should not be
enforced, that fact by itself will not mean that the rest of his Mortgage will not be valid or enforced.
Therefore,a court will enforce the rest of the provisions of this Mortgage even if a provision of this
Mortgage may be found to be invalid or unenforceable.
Merger. There shall be no merger of the interest or estate created by this Mortgage with any other
interest or estate in the Property at any time held by or for the benefit of Lender in any capacity,
without the written consent of Lender.
Successors and Assigns. Subject to any limitations stated in this Mortgage on transfer of Grantor's
interest, this Mortgage shall be binding upon and inure to the benefit of the parties, their successors
and assigns. If ownership of the Property becomes vested in a person other than Grantor, Lender,
without notice to Grantor,may deal with Grantor's successors with reference to this Mortgage and the
Indebtedness by way of forbearance or extension without releasing Grantor from the obligations of
this Mortgage or liability under the Indebtedness.
Time is of the Essence. Time is of the essence in the performance of this Mortgage.
Waiver of Homestead Exemption. Grantor hereby releases and waives all rights and benefits of
the homestead exemption laws of the State of Illinois as to all Indebtedness secured by this Mortgage.
DEFINITIONS. The following words shall have the following meanings when used in this Mortgage:
Borrower. The word"Borrower"means,collectively,Cody Giebelhausen and Civic Digital Displays,
LLC and all their successors and assigns.
Event of Default. The words"Event of Default"mean any of the events of default set forth in this
Mortgage in the events of default section of this Mortgage.
Grantor. The word"Grantor"means collectively, .
Guaranty. The word "Guaranty" means the guaranty from guarantor, endorser, surety, or
accommodation party to Lender,including without limitation a guaranty of all or part of the Loan.
Improvements. The word"Improvements"means all existing and future improvements,buildings,
structures, mobile homes affixed on the Real Property, facilities, additions, replacements, and other
construction on the Real Property.
Indebtedness. The word"Indebtedness"means all principal,interest,and other amounts,costs and
expenses payable under the Loan, Redevelopment Agreement (and the Promissory Note attached
thereto) or Related Documents, together with all renewals of, extensions of, modifications of,
consolidations of and substitutions for the Loan or Related Documents an any amounts expended or
advanced by Lender to discharge Grantor's obligations or expenses incurred by Lender to enforce
Grantor's obligations under this Mortgage,together with interest on such amounts as provided in this
Mortgage.
7
MORTGAGE(cont'd)
Lender. The word"Lender"means The City of Canton,Fulton County,Illinois,its successors and/or
assigns. The words"successors or assigns"mean any person or company that acquires any interest in
the Loan.
Mortgage. The word"Mortgage"means this Mortgage between Grantor and Lender.
Loan. The word "Loan" means the Loan set forth in the Redevelopment Agreement and the
Promissory Note attached thereto executed by the Parties on August 29, 2023, together with all
renewals of,extensions of,modifications of,refinancing of,consolidations of,and substitutions. The
interest rate on the Loan is three percent(3.0%)per annum.
Real Property. The words "Real Property' mean the real property, interests and rights, as further
described in this Mortgage.
Related Documents. The words "Related Documents" mean all promissory notes, credit
agreements, loan agreements, environmental agreements, guaranties, mortgages, deeds of trust,
collateral mortgages and Redevelopment Agreement executed by the Parties on or about August 29,
2023, and all other instruments, agreements and documents, whether now or hereafter existing,
executed in connection with the Indebtedness.
GRANTOR ACKNOWLEDGES HAVING REAL ALL THE PROVISIONS OF THIS
MORTGAGE,AND GRANTOR AGREES TO ITS TERMS.
GRANTOR:
Cody Giebelhausen,individually
B 1� Date: 16119I20�3
Cody Giebelhausen
Civic Digital Displays,LLC,an Illinois Limited Liability Company
BY:er ,/� v"hC Date:
Title: ^aJ
8
MORTGAGE(cont'd)
INDIVIDUAL ACKNOWLEDGMENT
STATE OF ILLINOIS )
SS.
COUNTY OF FULTON )
On this day before me,the undersigned Notary Public,personally appeared Cody Giebelhausen,to me
known to be the individual described in and who executed the Mortgage and acknowledged that he signed the
Mortgage, both individually and on behalf of Civic Digital Displays, I.I,C, as his free and voluntary act and
deed,for the uses and purposes therein mentioned.
iGive under my hand and official seal this q day of L�(Jd ,2023.
B �/' Residing at
otaty Public in and for the State of Illinois.
r] SHERI S REATHERFORD
My commission expires -` 3U OFFICIAL SEAL
Notary Public,State of Illinois
sa My Commission Expires
September 30,2024
9
�ALTA Loan Policy of Title Insurance(6-17-06)
Form P.GLI.3005
a
f
I
Policy No.
DOMA TITLE INSURANCE, INC. IL753-24-25228-02 i
Agent's File No. I
760 N.W. 107 Avenue, Suite 401, Miami, FL 33172
800) 869-3434 OR 800) 374-8475 2023-3595
i ( (
i
LOAN POLICY OF TITLE INSURANCE
I
Any notice of claim and any other notice or statement in writing required to be given to the Company
under this Policy must be given to the Company at the address shown in Section 17 of the Conditions. I
I:
COVERED RISKS g
SUBJECTTO THE EXCLUSIONS FROM COVERAGE,THE EXCEPTIONS FROM COVERAGE CONTAINED
IN SCHEDULE B, AND THE CONDITIONS, DOMA TITLE INSURANCE, INC., a South Carolina corporation
(the "Company"), insures as of Date of Policy and, to the extent stated in Covered Risks 11, 13, and 14, after
Date of Policy, against loss or damage, not exceeding the Amount of Insurance, sustained or incurred by the
Insured by reason of:
1. Title being vested other than as stated in Schedule A. ;
2. Any defect in or lien or encumbrance on the Title. This Covered Risk includes but is not limited to
insurance against loss from
(a) A defect in the Title caused by
(i) forgery,fraud, undue influence, duress, incompetency, incapacity, or impersonation;
(ii) failure of any person or Entity to have authorized a transfer or conveyance;
(iii) a document affecting Title not properly created, executed, witnessed, sealed, acknowledged,
notarized, or delivered;
(iv) failure to perform those acts necessary to create a document by electronic means authorized by law; I
(v) a document executed under a falsified, expired, or otherwise invalid power of attorney;
(vi) a document not properly filed, recorded, or indexed in the Public Records including failure to
perform those acts by electronic means authorized by law; or
(vii)a defective judicial or administrative proceeding.
(b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due
or payable, but unpaid.
(c) Any encroachment, encumbrance,violation,variation or adverse circumstance affecting the Title that
would be disclosed by an accurate and complete land survey of the Land.The term "encroachment"
includes encroachments of existing improvements located on the Land onto adjoining land, and
encroachments onto the Land of existing improvements located on adjoining land.
In witness whereof, Doma Title Insurance, Inc. has caused this policy to be signed and sealed as of the
Date of this Policy.
DOMA TITLE INSURANCE, INC.
BY
Emilio Fernandez,PRESIDENT `oAQl l la'm1
ATTEST ! "Y fr`..._
1 ai, i !-n-Grandin,SECRETARY �.h cpRo,
11/25/2024 2:27:33 PM
2
3. Unmarketable Title.
4. No right of access to and from the Land.
5. The violation or enforcement of any law, ordinance, permit or governmental regulation (including those relating to
building and zoning) restricting, regulating, prohibiting, or relating to
(a) the occupancy, use; or enjoyment of the Land;
(b) the character, dimensions, or location of any improvement erected on the Land;
(c) the subdivision of land; or
(d) environmental protection
if a notice, describing any part of the Land, is recorded in the Public Records setting forth the violation or intention to
enforce, but only to the extent of the violation or enforcement referred to in that notice.
6. An enforcement action based on the exercise of a governmental police power not covered by Covered Risk 5 if a notice
of the enforcement action, describing any part of the Land, is recorded in the Public Records, but only to the extent of
the enforcement referred to in that notice.
7. The exercise of the rights of eminent domain if a notice of the exercise, describing any part of the Land, is recorded in
the Public Records.
8. Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value
without Knowledge.
9. The invalidity or unenforceability of the lien of the Insured Mortgage upon the Title. This Covered Risk includes but is
not limited to insurance against loss from any of the following impairing the lien of the Insured Mortgage
(a) forgery, fraud, undue influence, duress, incompetency, incapacity, or impersonation;
(b) failure of any person or Entity to have authorized a transfer or conveyance;
(c) the Insured Mortgage not being properly created, executed,witnessed, sealed, acknowledged, notarized, or delivered;
(d) failure to perform those acts necessary to create a document by electronic means authorized by law;
(e) a document executed under a falsified, expired, or otherwise invalid power of attorney;
(f) a document not properly filed, recorded, or indexed in the Public Records including failure to perform those acts by
electronic means authorized by law; or
(g) a defective judicial or administrative proceeding.
10. The lack of priority of the lien of the Insured Mortgage upon the Title over any other lien or encumbrance.
11. The lack of priority of the lien of the Insured Mortgage upon the Title
(a) as security for each and every advance of proceeds of the loan secured by the Insured Mortgage over any statutory
lien for services, labor, or material arising from construction of an improvement or work related to the Land when
the improvement or work is either
(i) contracted for or commenced on or before Date of Policy; or
(ii) contracted for, commenced, or continued after Date of Policy if the construction is financed, in whole or in part,
by proceeds of the loan secured by the Insured Mortgage that the Insured has advanced or is obligated on Date
of Policy to advance; and
(b) over the lien of any assessments for street improvements under construction or completed at Date of Policy.
12. The invalidity or unenforceability of any assignment of the Insured Mortgage, provided the assignment is shown in
Schedule A, or the failure of the assignment shown in Schedule A to vest title to the Insured Mortgage in the named
Insured assignee free and clear of all liens.
13. The invalidity, unenforceability, lack of priority, or avoidance of the lien of the Insured Mortgage upon the Title
(a) resulting from the avoidance in whole or in part, or from a court order providing an alternative remedy, of any transfer
of all or any part of the title to or any interest in the Land occurring prior to the transaction creating the lien of the
Insured Mortgage because that prior transfer constituted a fraudulent or preferential transfer under federal
bankruptcy, state insolvency, or similar creditors' rights laws; or
(b) because the Insured Mortgage constitutes a preferential transfer under federal bankruptcy, state insolvency, or
similar creditors' rights laws by reason of the failure of its recording in the Public Records
(i) to be timely, or
(ii) to impart notice of its existence to a purchaser for value or to a judgment or lien creditor.
N
14. Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 13 that has been
created or attached or has been filed or recorded in the Public Records subsequent to Date of Policy and prior to the
recording of the Insured Mortgage in the Public Records.
The Company will also pay the costs, attorneys' fees, and expenses incurred in defense of any matter insured against by
this policy, but only to the extent provided in the Conditions.
EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage,
costs, attorneys'fees, or expenses that arise by reason of:
1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting,
regulating, prohibiting, or relating to
(i) the occupancy, use, or enjoyment of the Land;
(ii) the character, dimensions, or location of any improvement erected on the Land;
(iii) the subdivision of land; or
(iv) environmental protection;
or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does
not modify or limit the coverage provided under Covered Risk 5.
(b) Any governmental police power.This Exclusion 1(b)does not modify or limit the coverage provided under Covered Risk 6.
2. Rights of eminent domain.This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8.
3. Defects, liens, encumbrances, adverse claims, or other matters
(a) created, suffered, assumed, or agreed to by the Insured Claimant;
(b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant
and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became
an Insured under this policy;
(c) resulting in no loss or damage to the Insured Claimant;
(d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided
under Covered Risk 11, 13, or 14); or
(e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the
Insured Mortgage.
4. Unenforceability of the lien of the Insured Mortgage because of the inability or failure of an Insured to comply with
applicable doing-business laws of the state where the Land is situated.
5. Invalidity or unenforceability in whole or in part of the lien of the Insured Mortgage that arises out of the transaction
evidenced by the Insured Mortgage and is based upon usury or any consumer credit protection or truth-in-lending law.
6. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the
transaction creating the lien of the Insured Mortgage, is
(a) a fraudulent conveyance or fraudulent transfer, or
(b) a preferential transfer for any reason not stated in Covered Risk 13(b) of this policy.
7. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching
between Date of Policy and the date of recording of the Insured Mortgage in the Public Records. This Exclusion does
not modify or limit the coverage provided under Covered Risk 11(b).
CONDITIONS
1. DEFINITION OF TERMS
The following terms when used in this policy mean:
(a) "Amount of Insurance": The amount stated in Schedule A, as may be increased or decreased by endorsement to
this policy, increased by Section 8(b) or decreased by Section 10 of these Conditions.
(b) "Date of Policy": The date designated as "Date of Policy" in Schedule A.
(c) "Entity":A corporation, partnership, trust, limited liability company,-or other similar legal entity.
(d) "Indebtedness": The obligation secured by the Insured Mortgage including one evidenced by electronic means
authorized by law, and if that obligation is the payment of a debt, the Indebtedness is the sum of
(i) the amount of the principal disbursed as of Date of Policy;
(ii) the amount of the principal disbursed subsequent to Date of Policy;
(iii) the construction loan advances made subsequent to Date of Policy for the purpose of financing in whole or in
part the construction of an improvement to the Land or related to the Land that the Insured was and continued
to be obligated to advance at Date of Policy and at the date of the advance;
(iv) interest on the loan;
(v) the prepayment premiums, exit fees, and other similar fees or penalties allowed by law;
(vi) the expenses of foreclosure and any other costs of enforcement;
(vii) the amounts advanced to assure compliance with laws or to protect the lien or the priority of the lien of the
Insured Mortgage before the acquisition of the estate or interest in the Title;
(viii) the amounts to pay taxes and insurance; and
(ix) the reasonable amounts expended to prevent deterioration of improvements;
but the Indebtedness is reduced by the total of all payments and by any amount forgiven by an Insured.
(e) "Insured": The Insured named in Schedule A.
(i) The term "Insured" also includes
(A) the owner of the Indebtedness and each successor in ownership of the Indebtedness, whether the owner
or successor owns the Indebtedness for its own account or as a trustee or other fiduciary, except a
successor who is an obligor under the provisions of Section 12(c) of these Conditions;
(B) the person or Entity who has "control' of the "transferable record," if the Indebtedness is evidenced by a
"transferable record," as these terms are defined by applicable electronic transactions law;
(C) successors to an Insured by dissolution, merger, consolidation, distribution, or reorganization;
(D) successors to an Insured by its conversion to another kind of Entity;
(E) a grantee of an Insured under. a deed delivered without payment of actual valuable consideration
conveying the Title
(1) if the stock, shares, memberships, or other equity interests of the grantee are wholly-owned by the
named Insured,
(2) if the grantee wholly owns the named Insured, or
(3) if the grantee is wholly-owned by an affiliated Entity of the named Insured, provided the affiliated Entity
and the named Insured are both wholly-owned by the same person or Entity;
(F) any government agency or instrumentality that is an insurer or guarantor under an insurance contract or
guaranty insuring or guaranteeing the Indebtedness secured by the Insured Mortgage, or any part of it,
whether named as an Insured or not;
(ii) With regard to (A), (B), (C), (D), and (E) reserving, however, all rights and defenses as to any successor that
the Company would have had against any predecessor Insured, unless the successor acquired the
Indebtedness as a purchaser for value without Knowledge of the asserted defect, lien, encumbrance, or other
matter insured against by this policy.
(f) "Insured Claimant":An Insured claiming loss or damage.
(g) "Insured Mortgage": The Mortgage described in paragraph 4 of Schedule A.
(h) "Knowledge"or"Known":Actual knowledge, not constructive knowledge or notice that may be imputed to an Insured
by reason of the Public Records or any other records that impart constructive notice of matters affecting the Title.
(i) "Land": The land described in Schedule A, and affixed improvements that by law constitute real property. The term
"Land" does not include any property beyond the lines of the area described in Schedule A, nor any right, title,
interest, estate, or easement in abutting streets, roads, avenues, alleys, lanes, ways, or waterways, but this does
not modify or limit the extent that a right of access to and from the Land is insured by this policy.
(j) "Mortgage": Mortgage, deed of trust, trust deed, or other security instrument, including one evidenced by electronic
means authorized by law.
(k) "Public Records": Records established under state statutes at Date of Policy for the purpose of imparting
constructive notice of matters relating to real property to purchasers for value and without Knowledge.With respect
to Covered Risk 5(d), "Public Records" shall also include environmental protection liens filed in the records of the
clerk of the United States District Court for the district where the Land is located.
(1) "Title":The estate or interest described in Schedule A.
(m) "Unmarketable Title": Title affected by an alleged or apparent matter that would permit a prospective purchaser or
lessee of the Title or lender on the Title or a prospective purchaser of the Insured Mortgage to be released from the
obligation to purchase, lease, or lend if there is a contractual condition requiring the delivery of marketable title.
2. CONTINUATION OF INSURANCE
The coverage of this policy shall continue in force as of Date of Policy in favor of an Insured after acquisition of the Title
by an Insured or after conveyance by an Insured, but only so long as the Insured retains an estate or interest in the
Land, or holds an obligation secured by a purchase money Mortgage given by a purchaser from the Insured, or only so
long as the Insured shall have liability by reason of warranties in any transfer or conveyance of the Title. This policy
shall not continue in force in favor of any purchaser from the Insured of either(i) an estate or interest in the Land, or(ii)
an obligation secured by a purchase money Mortgage given to the Insured.
3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT
The Insured shall notify the Company promptly in writing (i) in case of any litigation as set forth in Section 5(a) of these
Conditions, (ii) in case Knowledge shall come to an Insured of any claim of title or interest that is adverse to the Title or
the lien of the Insured Mortgage, as insured, and that might cause loss or damage for which the Company may be liable
by virtue of this policy, or (iii) if the Title or the lien of the Insured Mortgage, as insured, is rejected as Unmarketable
Title. If the Company is prejudiced by the failure of the Insured Claimant to provide prompt notice,the Company's liability
to the Insured Claimant under the policy shall be reduced to the extent of the prejudice.
4. PROOF OF LOSS
In the event the Company is unable to determine the amount of loss or damage, the Company may, at its option, require
as a condition of payment that the Insured Claimant furnish a signed proof of loss. The proof of loss must describe the
defect, lien, encumbrance, or other matter insured against by this policy that constitutes the basis of loss or damage
and shall state, to the extent possible, the basis of calculating the amount of the loss or damage.
5. DEFENSE AND PROSECUTION OF ACTIONS
(a) Upon written request by the Insured, and subject to the options contained in Section 7 of these Conditions, the
Company, at its own cost and without unreasonable delay, shall provide for the defense of an Insured in litigation in
which any third party asserts a claim covered by this policy adverse to the Insured.This obligation is limited to only
those stated causes of action alleging matters insured against by this policy. The Company shall have the right to
select counsel of its choice (subject to the right of the Insured to object for reasonable cause) to represent the
Insured as to those stated causes of action. It shall not be liable for and will not pay the fees of any other counsel.
The Company will not pay any fees, costs, or expenses incurred by the Insured in the defense of those causes of
action that allege matters not insured against by this policy.
(b) The Company shall have the right, in addition to the options contained in Section 7 of these Conditions, at its own
cost, to institute and prosecute any action or proceeding or to do any other act that in its opinion may be necessary
or desirable to establish the Title or the lien of the Insured Mortgage, as insured, or to prevent or reduce loss or
damage to the Insured. The Company may take any appropriate action under the terms of this policy, whether or
not it shall be liable to the Insured.The exercise of these rights shall not be an admission of liability or waiver of any
provision of this policy. If the Company exercises its rights under this subsection, it must do so diligently.
(c) Whenever the Company brings an action or asserts a defense as required or permitted by this policy, the Company
may pursue the litigation to a final determination by a court of competent jurisdiction, and it expressly reserves the
right, in its sole discretion, to appeal any adverse judgment or order.
6. DUTY OF INSURED CLAIMANT TO COOPERATE
(a) In all cases where this policy permits or requires the Company to prosecute or provide for the defense of any action
or proceeding and any appeals, the Insured shall secure to the Company the right to so prosecute or provide
defense in the action or proceeding, including the right to use, at its option, the name of the Insured for this purpose.
Whenever requested by the Company, the Insured, at the Company's expense, shall give the Company all
reasonable aid (i) in securing evidence, obtaining witnesses, prosecuting or defending the action or proceeding, or
effecting settlement,and(ii)in any other lawful act that in the opinion of the Company may be necessary or desirable
to establish the Title, the lien of the Insured Mortgage, or any other matter as insured. If the Company is prejudiced
by the failure of the Insured to furnish the required cooperation, the Company's obligations to the Insured under the
policy shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation,with regard
to the matter or matters requiring such cooperation.
t
(b) The Company may reasonably require the Insured Claimant to submit to examination under oath by any authorized
representative of the Company and to produce for examination, inspection, and copying, at such reasonable times and
places as may be designated by the authorized representative of the Company, all records, in whatever medium
maintained, including books, ledgers, checks, memoranda, correspondence, reports, e-mails, disks, tapes, and videos
whether bearing a date before or after Date of Policy,that reasonably pertain to the loss or damage. Further,if requested
by any authorized representative of the Company, the Insured Claimant shall grant its permission, in writing, for any
authorized representative of the Company to examine, inspect, and copy all of these records in the custody or control
of a third party that reasonably pertain to the loss or damage.All information designated as confidential by the Insured
Claimant provided to the Company pursuant to this Section shall not be disclosed to others unless, in the reasonable
judgment of the Company, it is necessary in the administration of the claim. Failure of the Insured Claimant to submit
for examination under oath, produce any reasonably requested information, or grant permission to secure reasonably
necessary information from third parties as required in this subsection, unless prohibited by law or governmental
regulation, shall terminate any liability of the Company under this policy as to that claim.
7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION OF LIABILITY
In case of a claim under this policy, the Company shall have the following additional options:
(a) To Pay or Tender Payment of the Amount of Insurance or to Purchase the Indebtedness.
(i) To pay or tender payment of the Amount of Insurance under this policy together with any costs, attorneys'fees,
and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of
payment or tender of payment and that the Company is obligated to pay; or
(ii) To purchase the Indebtedness for the amount of the Indebtedness on the date of purchase, together with any
costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company
up to the time of purchase and that the Company is obligated to pay. When the Company purchases the
Indebtedness,the Insured shall transfer,assign, and convey to the Company the Indebtedness and the Insured
Mortgage, together with any collateral security.
Upon the exercise by the Company of either of the options provided for in subsections (a)(i) or (ii), all liability and
obligations of the Company to the Insured under this policy, other than to make the payment required in those
subsections, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation.
(b) To Pay or Otherwise Settle With Parties Other Than the Insured or With the Insured Claimant.
(i) to pay or otherwise settle with other parties for or in the name of an Insured Claimant any claim insured against
under this policy. In addition, the Company will pay any costs, attorneys' fees, and expenses incurred by the
Insured Claimant that were authorized by the Company up to the time of payment and that the Company is
obligated to pay; or
(ii) to pay or otherwise settle with the Insured Claimant the loss or damage provided for under this policy,together
with any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the
Company up to the time of payment and that the Company is obligated to pay.
Upon the exercise by the Company of either of the options provided for in subsections (b)(i) or (ii), the Company's
obligations to the Insured under this policy for the claimed loss or damage, other than the payments required to be
made, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation.
8. DETERMINATION AND EXTENT OF LIABILITY
This policy is a contract of indemnity against actual monetary loss or damage sustained or incurred by the Insured
Claimant who has suffered loss or damage by reason of matters insured against by this policy.
(a) The extent of liability of the Company for loss or damage under this policy shall not exceed the least of
(i) the Amount of Insurance,
(ii) the Indebtedness,
(iii) the difference between the value of the Title as insured and the value of the Title subject to the risk insured
against by this policy, or
(iv) if a government agency or instrumentality is the Insured Claimant, the amount it paid in the acquisition of the
Title or the Insured Mortgage in satisfaction of its insurance contract or guaranty.
(b) If the Company pursues its rights under Section 5 of these Conditions and is unsuccessful in establishing the Title
or the lien of the Insured Mortgage, as insured,
(i) the Amount of Insurance shall be increased by 10%, and
(ii) the Insured Claimant shall have the right to have the loss or damage determined either as of the date the claim
was made by the Insured Claimant or as of the date it is settled and paid.
(c) In the event the Insured has acquired the Title in the manner described in Section 2 of these Conditions or has
conveyed the Title, then the extent of liability of the Company shall continue as set forth in Section 8(a) of
these Conditions.
(d) In addition to the extent of liability under (a), (b), and (c), the Company will also pay those costs, attorneys' fees,
and expenses incurred in accordance with Sections 5 and 7 of these Conditions.
9. LIMITATION OF LIABILITY
(a) If the Company establishes the Title, or removes the alleged defect, lien, or encumbrance, or cures the lack of a
right of access to or from the Land, or cures the claim of Unmarketable Title, or establishes the lien of the Insured
Mortgage, all as insured, in a reasonably diligent manner by any method, including litigation and the completion of
any appeals, it shall have fully performed its obligations with respect to that matter and shall not be liable for any
loss or damage caused to the Insured.
(b) In the event of any litigation, including litigation by the Company or with the Company's consent, the Company shall
have no liability for loss or damage until there has been a final determination by a court of competent jurisdiction,
and disposition of all appeals, adverse to the Title or to the lien of the Insured Mortgage, as insured.
(c) The Company shall not be liable for loss or damage to the Insured for liability voluntarily assumed by the Insured in
settling any claim or suit without the prior written consent of the Company.
10. REDUCTION OF INSURANCE; REDUCTION OR TERMINATION OF LIABILITY
(a) All payments under this policy, except payments made for costs, attorneys' fees, and expenses, shall reduce the
Amount of Insurance by the amount of the payment. However, any payments made prior to the acquisition of Title
as provided in Section 2 of these Conditions shall not reduce the Amount of Insurance afforded under this policy
except to the extent that the payments reduce the Indebtedness.
(b) The voluntary satisfaction or release of the Insured Mortgage shall terminate all liability of the Company except as
provided in Section 2 of these Conditions.
11. PAYMENT OF LOSS
When liability and the extent of loss or damage have been definitely fixed in accordance with these Conditions, the
payment shall be made within 30 days.
12. RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT
(a) The Company's Right to Recover
Whenever the Company shall have settled and paid a claim under this policy, it shall be subrogated and entitled to
the rights of the Insured Claimant in the Title or Insured Mortgage and all other rights and remedies in respect to
the claim that the Insured Claimant has against any person or property, to the extent of the amount of any loss,
costs, attorneys' fees, and expenses paid by the Company. If requested by the Company, the Insured Claimant
shall execute documents to evidence the transfer to the Company of these rights and remedies. The Insured
Claimant shall permit the Company to sue, compromise, or settle in the name of the Insured Claimant and to use
the name of the Insured Claimant in any transaction or litigation involving these rights and remedies.
If a payment on account of a claim does not fully cover the loss of the Insured Claimant, the Company shall defer
the exercise of its right to recover until after the Insured Claimant shall have recovered its loss.
(b) The Insured's Rights and Limitations
(i) The owner of the Indebtedness may release or substitute the personal liability of any debtor or guarantor,
extend or otherwise modify the terms of payment, release a portion of the Title from the lien of the Insured
Mortgage, or release any collateral security for the Indebtedness, if it does not affect the enforceability or
priority of the lien of the Insured Mortgage.
(ii) If the Insured exercises a right provided in (b)(i), but has Knowledge of any claim adverse to the Title or the
lien of the Insured Mortgage insured against by this policy, the Company shall be required to pay only that part
of any losses insured against by this policy that shall exceed the amount, if any, lost to the Company by reason
of the impairment by the Insured Claimant of the Company's right of subrogation.
(c) The Company's Rights Against Non-insured Obligors
The Company's right of subrogation includes the Insured's rights against non-insured obligors including the rights
of the Insured to indemnities, guaranties, other policies of insurance, or bonds, notwithstanding any terms or
conditions contained in those instruments that address subrogation rights.
The Company's right of subrogation shall not be avoided by acquisition of the Insured Mortgage by an obligor
(except an obligor described in Section 1(e)(i)(F) of these Conditions) who acquires the Insured Mortgage as a
result of an indemnity, guarantee, other policy of insurance, or bond, and the obligor will not be an Insured under
this policy.
r • f •
13. ARBITRATION
Either the Company or the Insured may demand that the claim or controversy shall be submitted to arbitration pursuant
to the Title Insurance Arbitration Rules of the American Land Title Association ("Rules"). Except as provided in the Rules,
there shall be no joinder or consolidation with claims or controversies of other persons.Arbitrable matters may include,
but are not limited to, any controversy or claim between the Company and the Insured arising out of or relating to this
policy, any service in connection with its issuance or the breach of a policy provision, or to any other controversy or
claim arising out of the transaction giving rise to this policy. All arbitrable matters when the Amount of Insurance is
$2,000,000 or less shall be arbitrated at the option of either the Company or the Insured.All arbitrable matters when
the Amount of Insurance is in excess of$2,000,000 shall be arbitrated only when agreed to by both the Company and
the Insured. Arbitration pursuant to this policy and under the Rules shall be binding upon the parties. Judgment upon
the award rendered by the Arbitrator(s) may be entered in any court of competent jurisdiction.
14. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE CONTRACT
(a) This policy together with all endorsements, if any, attached to it by the Company is the entire policy and contract
between the Insured and the Company. In interpreting any provision of this policy, this policy shall be construed
as a whole.
(b) Any claim of loss or damage that arises out of the status of the Title or lien of the Insured Mortgage or by any action
asserting such claim shall be restricted to this policy.
(c) Any amendment of or endorsement to this policy must be in writing and authenticated by an authorized person, or
expressly incorporated by Schedule A of this policy.
(d) Each endorsement to this policy issued at any time is made a part of this policy and is subject to all of its terms and
provisions. Except as the endorsement expressly states, it does not (i) modify any of the terms and provisions of
the policy, (ii)modify any prior endorsement, (iii)extend the Date of Policy, or(iv)increase the Amount of Insurance.
15. SEVERABILITY
In the event any provision of this policy, in whole or in part, is held invalid or unenforceable under applicable law, the
policy shall be deemed not to include that provision or such part held to be invalid, but all other provisions shall remain
in full force and effect.
16. CHOICE OF LAW; FORUM
(a) Choice of Law: The Insured acknowledges the Company has underwritten the risks covered by this policy and
determined the premium charged therefor in reliance upon the law affecting interests in real property and applicable
to the interpretation, rights, remedies, or enforcement of policies of title insurance of the jurisdiction where the Land
is located.
Therefore, the court or an arbitrator shall apply the law of the jurisdiction where the Land is located to determine
the validity of claims against the Title or the lien of the Insured Mortgage that are adverse to the Insured and to
interpret and enforce the terms of this policy. In neither case shall the court or arbitrator apply its conflicts of law
principles to determine the applicable law.
(b) Choice of Forum:Any litigation or other proceeding brought by the Insured against the Company must be filed only
in a state or federal court within the United States of America or its territories having appropriate jurisdiction.
17. NOTICES, WHERE SENT
Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy
must be given to the Company at 760 N.W. 107 Avenue, Suite 401, Miami, FL 33172,Attn: Claims Department.
Issued by:
dorna
DOMA TITLE INSURANCE, INC.
760 N.W. 107 Avenue, Suite 401, Miami, FL 33172
Or call us at:
General Inquiries: 800-374-8475 Claims: 800-869-3434
www.doma.com
. American Land Title Association Loan Policy
Adopted 6-17-06
Issued By
DOMA TITLE INSURANCE, INC.
SCHEDULE A
Name and Address of Title Insurance Company:
Doma Title Insurance, Inc.,
760 N.W. 107th Avenue, Suite 401, Miami, FL 33172
(800)374-8475 or(800)869-3434
File No.: 2023-3595 Policy No.: IL753-24-25228-02
Loan No.:
Address Reference: 212 North Main Street, Canton, IL 61520
Amount of Insurance: $ 175,000.00 Premium: $ 153.00
Date of Policy: November 7, 2023 at 10:46am or recording date of the insured instrument,whichever is later
1. Name of Insured:
City of Canton
2 N Main Street, Canton, IL 61520
2. The estate or interest in the Land that is encumbered by the Insured Mortgage is:
fee simple
3. Title is vested in:
Civic Digital Displays, LLC Series Canton LLC, an Illinois Limited Liability Company
4. The Insured Mortgage and its assignments, if any, are described as follows:
A Mortgage from Civic Digital Displays, LLC Series Canton LLC, an Illinois Limited Liability Company to
City of Canton dated October 19, 2023 in the original principal amount of$175,000.00 and recorded on November
7, 2023 at 10:46am as Instrument#2309153 in the official records of the Fulton County Recorder of Deeds.
5. The Land referred to in this policy is described as follows:
The land is described as set forth in Exhibit A attached hereto and made a part hereof.
6. This policy incorporates by reference those ALTA endorsements selected below:
❑ ALTAO 4-06 (Condominium) (2-3-10)
❑ ALTA@4.1-06 (Condominium) (10-16-08)
❑ ALTAO 5-06 (Planned Unit Development) (2-3-10)
❑ ALTAO 5.1-06 (Planned Unit Development) (10-16-08)
❑ ALTAO 6-06 (Variable Rate)(10-16-08)
❑ ALTAO 6.2-06 (Variable Rate—Negative Amortization) (10-16-08)
❑ ALTAO 8.1-06 (Environmental Protection Lien) (6-17-06). Paragraph B refers to the
following state statute(s): 65 ILCS 5/11-31-1(f)
❑ ALTAO 9-06 (Restrictions, Encroachments, Minerals) (4-2-12)
❑ ALTAO 13.1-06 (Leasehold Loan) (4-2-12)
❑ ALTAO 14-06 (Future Advance—Priority) (2-3-11)
❑ ALTAO 14.1-06 (Future Advance—Knowledge) (2-3-11)
❑ ALTAO 14.3-06 (Future Advance—Reverse Mortgage) (2-3-11)
❑ ALTAO 22-06 (Location) (6-17-06) The type of improvement is a Residence (1-4
Families), and the street address is as shown above.
Countersigned Doma Title Insurance, Inc.
Emilia Fernandez
Pr�srclerat
BY:
Miller Title, LLC, License#: IL TA.38.4003995 do a
Mauri Nace DOMA TITLE INSURANCE, INC_
Authorized Signatory
Schedule A—ALTAO Loan Policy(6117/06)
Form:S.GU.3001
Copyright 2006-2009 American Land Title Association. All rights reserved.
9 a:,,ullali:n
The use of this Form is restricted to ALTA licensees and ALTA members !AND 1111.1
in good standing as of the date of use. All other uses are prohibited. A NO ini 10ti
Reprinted under license from the American Land Title Association.
American Land Title Association Loan Policy
Adopted 6-17-06
Issued By
DOMA TITLE INSURANCE, INC.
SCHEDULE B
File No.: 2023-3595 Policy No.: IL753-24-25228-02
EXCEPTIONS FROM COVERAGE
Except as provided in Schedule B - Part II, this policy does not insure against loss or damage, and the Company
will not pay costs, attorneys'fees, or expenses that arise by reason of:
PART
1. Taxes and assessments for the year 2022, and all subsequent years (which are shown as existing liens by
the public records)which are not yet due and payable; and
Exceptions numbered NONE are hereby deleted and, subject to all other provisions hereof, the Insured is insured
against loss by reason of matters mentioned in such exceptions.
2. The lien of taxes assessed for the year 2022 and thereafter:
First installment 2022 taxes in the amount of$583.47 is unpaid.
Second installment 2022 taxes in the amount of$583.47 is unpaid.
Taxes for the year 2023 are not yet due and payable.
Permanent Index No. 09-08-27-405-015
3. Subject to the Temporary Construction Easement, recorded on December 10, 2010 as Instrument
#1037432 in the official records of the Fulton County Recorder of Deeds.
4. Any and all easements, building lines, covenants, conditions, and restrictions, if any, affecting title which
appear in the public records; easements or servitudes, if any, which appear in the public records or are
shown on any recorded plat or certified survey map; reservations of minerals or mineral rights, if any,
appearing in the public land records but omitting any covenants or restrictions, if any, based upon race,
color, religion, sex, sexual orientation, familial status, marital status, disability, handicap, national origin,
ancestry, or source of income, as set forth in applicable state or federal laws, except to the extent that said
covenant or restriction is permitted by applicable law.
5. Municipal and County ordinances.
Schedule B-1—Exceptions from Coverage-ALTAE Loan Policy(6117/06)
Form:S.GU.3001
Copyright 2006-2009 American Land Title Association. All rights reserved.
The use of this Form is restricted to ALTA licensees and ALTA members AM F.R I C A N'
in good standing as of the date of use. All other uses are prohibited. LAN D'ift 1.1:
Reprinted under license from the American Land Title Association. +s0C:AI I N
American Land Title Association Loan Policy
Adopted 6-17-06
Issued By
DOMA TITLE INSURANCE, INC.
PART II
In addition to the matters set forth in Part I of this Schedule, the Title is subject to the following matters, and the
Company insures against loss or damage sustained in the event that they are not subordinate to the lien of the
Insured Mortgage:
NONE
Schedule B-II—Subordinate Matters-ALTA Loan Policy(6/17106)
Form:S.GU.3001
Copyright 2006-2009 American Land Title Association. All rights reserved.
The use of this Form is restricted to ALTA licensees and ALTA members A.1Q:M C A N
in good standing as of the date of use. All other uses are prohibited. taNu Trite
..........._..............
Reprinted under license from the American Land Title Association. AssncinnoN
\ ,
American Land Title Association Loan Policy
Adopted 6-17-06
Issued By
DOMA TITLE INSURANCE, INC.
EXHIBIT A
The East Ninety-three point five (93.5)feet of the South Ninety-eight point seventy-five (98.75)feet of Lot 87,
Original Town, now City, of Canton, Illinois; situate, lying and being in the County of Fulton, State of Illinois.
Commonly known as 212 N. Main Street, Canton, IL 61520
PIN: 09-08-27-405-015
Exhibit A -ALTAR Loan Policy(6/17/06)
Form:S.GU.3001
Copyright 2006-2009 American Land Title Association. All rights reserved.
The use of this Form is restricted to ALTA licensees and ALTA members A..MYRICAN
in good standing as of the dale of use. All other uses are prohibited. L.'N p r I i t[
ASSOCIATION under license from the American Land Title Association.