HomeMy WebLinkAboutOrdinance #3015
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CITY OF CANTON,
FULTON, ILLINOIS
ORDINANCE NO. -
CANTON 2 -RT. 9/CHESTNUT STREET
TAX INCREMENT FINANCING (TIF) DISTRICT
AN ORDINANCE APPROVING AND AUTHORIZING
THE EXECUTION OF A REDEVELOPMENT AGREEMENT
by and beiween
THE CITY OF CANTON
and
PREFERRED-EAGAN I LLC
and
CANTON CROSSING CORPORATION
ADOPTED BY THE CORPORATE AUTHORITIES
OF THE CITY OF CANTON, FULTON COUNTY, ILLINOIS,
ON THE 21ST DAY OF MAY, 2013.
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CITY OF CANTON, ILLINOIS: ORDINANCE NO._ U~
.
CANTON 2- RT. 9/CHESTNUT STREET
TAX INCREMENT FINANCING (TIF) DISTRICT
AN ORDINANCE APPROVING AND AUTHORIZING
THE EXECUTION OF A REDEVELOPMENT AGREEMENT
BY AND BETWEEN
THE CITY OF CANTON
AND
PREFERRED-EAGAN I LLC
AND
CANTON CROSSING CORPORATION
BE IT ORDAINED BY THE CITY OF CANTON THAT:
SECTION ONE: The Redevelopment Agreement with Preferred-Eagan I LLC and Canton Crossing
Corporarion (ExhibitA attached) is hereby approved.
SECTION TWO: The Mayor is hereby authorized and directed to enter into and execute on behalf
of the Ciry said Redevelopment Agreement and the City Clerk of the City of Canton is hereby
authorized and directed to attest such execution.
SECTION THREE: The Redevelopment Agreement shall be effective the date of its approval on
the 21s` day of May, 2013.
SECTION FOUR: 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 Corporate Authorities of the Ciry of Canton,
Fulton County, Illinois, on the 215t day of May, A.D., 2013, and deposited and filed in the Office of the
City Clerk of said City on that date.
MAYOR & ALDERMEN AYE VOTE NAY VOTE ABSTAIN / ABSENT
Ald. David Pickel
Ald. John Lovell
Ald. Craig West
Ald. Gexald Ellis
Ald. James Nelson
Ald. Justin Nelson
Ald. Jeremy Pasley
Hon. Jeffrey A. Fritz, Mayor
TOTAL VOTES
APPROVED• , Date ~ / 2013
.Hon. Je~f`frey A. Fr , Mayor, City of Canton
ATTEST: , Date~ / %7~ / 2013
Dian Pav ey, ity Cler , City of Canton
ATTACHMF,N'I'S: EXHIBIT A: RN.ll1:VEI,OPMLN'1' AGRI~h:~1h;N1' BY AND BET'WL;EN '1'I IF, CI'1'Y ON CANTON AND
PREF~RRED-F,AGAN I LLC AND CAN'I'ON CROSSING CORPORA'170N.
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EXHIBIT A
REDEVELOPMENT AGREEMENT
by and between
CITY OF CANTON
and
PREFERRED-EAGAN I LLC
and
CANTON CROSSING CORPORATION
CANTON 2- RT. 9/CHESTNUT STREET
TAX INCREMENT FINANCING (TIF) DISTRICT
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CANTON 2 -RT. 9/CHESTNUT STREET
TAX INCREMENT FINANCING DISTRICT
TIF REDEVELOPMENT AGREEMENT
by and between
THE CITY OF CANTON, FULTON COUNTY, ILLINOIS
and
PREFERRED-EAGAN I LLC & CANTON CROSSING CORPORATION
(CANTON CROSSING SHOPPING CENTER PROJECT)
MAY - 2013
TIF REDEVELOPMENT AGREEMENT
by and between
CITY OF CANTON
and
PREFERRED-EAGAN I LLC &
CANTON CROSSING CORPORATION
THIS AGREEMENT (including Exhi~it.r) is entered into this da~~ of May, 2013, by and
between the CITY OF CANTON ("Ciry"), an Illinois Municipal Corporation, Fulton Counry, Illinois
and PREFERRED-EAGAN I LLC, an Illinois limited liabilin~ company and CANTON CROSSING
CORPORATION, an Illinois Corporation and a Member of Preferred-Eagan I LLC (Preferred-Eagan
I LLC and Canton Crossing Corporation are referred to collectivel~~ as the "Developer").
PREAMBLE
WHEREAS, the City has the authority to promote the health, safety, and welfare of the City> and
its citizens, and to prevent the spread of blight and deterioration and inadequate public facilities, by
promoting the development of private investment propern~ thereby increasing the tax base of the City
and providing employment for its citizens; and
WHEREAS, pursuant to 65 ILCS 5/8-1-2.5 a municipality may~ eapend funds for economic
de~Telopment purposes to commercial enterprises that are necessar~~ or desirable for the promotion of
economic development within the municipality; and
WHEREAS, pursuant to the Tax Increment Allocation Rede~=elopment Act, 65 ILCS 5/11-74.4
et .req., as amended (the "Act"), the City has the authoriry to provide incentives to owners or prospective
owners of real properry to develop, redevelop, and rehabilitate such properry by reimbursing the owner
for certain costs from resulting increases in real estate tax revenues and enter into contracts with
developers necessar5~ or incidental to the implementation of its redevelopment plan pursuant to 65 ILCS
5/11-74.4-4(b) and (j); and
WHEREAS, the Cit~~, recognizing the need to foster the development, expansion and revitalization
of certain properties which arevacant, underutilized or obsolete or a combination thereof, adopted Tax
Increment Financing and created a Tax Increment Allocation Redevelopment Area under the Act
known as the Canton 2-Rt. 9/Chestnut Street TIF District (the `TIF District" ) on February 6, 2012
by Ordinance No. 2068 (Approving the Redevelopment Plan and Projects), No. 2069 (Designating the
Redevelopment Project Area), and No. 2070 (Adopting TIF for the Redevelopment Plan, Projects and
Area); and
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WHEREAS, pursuant TIF Act, the Cit~~ appro~red the First Amendment to the Canton 2-Rt.
9~Chestnut Street TIF District on March 19, 2013 b5~ Ordinance No. 3009; and
WHEREAS, included in the Redevelopment Project Area is a propert~~ to be acquired by the
Developer in 2013, located at 1741-73 East Chestnut St., Canton, Illinois, real estate tax property
identification number 09-08-25-301-017 (the "Properry"); and
WHEREAS, based on incentives offered by the Ciry, the Developer intends to redevelop said
Propert~~ by renovating the e~sting buildings and making additional site improvements for the operation
of a retail shopping center to be known as the Canton Crossing Shopping Center (the "Project"); and
WHEREAS, the Developer anticipates the Project will require a total projected investment of
$2,637,755 and, in addition to appro~mately eleven (11) construction jobs, will result in a minimum of
twenty-five (25) full-time or Full-Time Equivalent ("FTE") jobs maintained in connection with the
operation of the retail facilities during the term of this Agreement; and
WHEREAS, it is the intent of the City~ to encourage economic development which will increase
the real estate and municipal taa bases of the Ciry and the tax bases of other ta~ng bodies, which
increased incremental taxes will be used, in part, to finance incentives to assist redevelopment projects
undertaken within the Tax Increment Financing District; and
WHEREAS, the Developer's Project is consistent with the land uses of the City as adopted; and
WHEREAS, the Cit~~ has the authority under the r'1ct to incur Redevelopment Project Costs
("Eligible Project Costs") and to reimburse Developer for such costs pursuant to 65 ILCS 11-74.4-4(j);
and
WHEREAS, the City has determined that this Developer's Project requires the incentives requested
as set forth in Exhibit 1 and that said Developer's Project will, as part of the Plan, promote the health,
safet~~ and welfare of the Cit~~ and its citizens b5~ attracting pYivate in~~estment to prevent blight and
deterioration and to provide employment for its citizens and generally to enhance the econom~~ of the
Cit~~; and
WHEREAS, the City will establish a separate account within the Special Tax Allocation Fund for
the TIF District designated as the "Canton CrossingShopping CenterSpecialAccount"("Special
Account"). All monies deposited to this Special Account shall be used exclusively by the Cit~~ for the
purposes set forth in this Agreement; and
WHEREAS, the Cit~~ agrees to reimburse Canton Crossing Corporation a portion of the
Developer's Tligible Project Costs (see ExhiGit 1) b5~ providing a lump-sum, forgivable loan to the
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Developer in the amount of Eight Hundred Thousand Dollars and No Cents ($800,000.00) from
the Canton 2- Rt. 9/Chestnut Street Special Tax Increment Redevelopment Fund, pursuant to specific
terms defined below in Section C, `7ncentive.r'; and
WHEREAS, beginning with the first tax year in which real estate tax increment is generated by the
Developer's Project, the City shall also annually segregate Thirty Percent (30%) of the incremental
increases in real estate taxes derived from this Developer's Project to reimburse Canton Crossing
Corporation up to Three Hundred Sevenry Five Thousand Dollars and No Cents ($375,000.00)
of Additional TIF Eligible Project Costs (see Exhibit 1), or until Canton 2- Rt. 9/Chestnut Street TIF
District ends in tax year 2027 payable 2028, whichever occurs first (see TIF District Projection in
Exhibit and
WHEREAS, the Cit~~ and the Developer agree that in no event shall the total cumulative
reimbursement paid by the Cit~~ to the De~=eloper exceed One Million One Hundred Seventy Five
Thousand Dollars and No Cents ($1,175,000.00); and
WHEREAS, in consideration of the execution of this Agreement, the Developer shall proceed with
completing said Project as set forth herein and agrees to annually verif}~ that the retail tenants have
maintained a minimum of twenn~ five (25) full-time or FTF jobs during the term of this Agreement;
and
WHEREAS, in consideration of the execution of this Agreement, the Developer expects to
complete the Project by December 1, 2013; and
WHEREAS, the Cit~~ is entering into this Agreement having encouraged and induced the
Developer to redevelop the Propern~ in a manner consistent ~vith the esumated costs (Exhibit 1) and
proposed illustrations shown in Exhil~it 3.
AGREEMENTS
NOW, THEREFORE, in consideration of the mutual promises contained herein and other good
and valuable consideration, the receipt of which is hereb~~ 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.
2. AnS~ terms «~hich are not defined in this Agreement shall have the same meaning as they do
in the Act, unless indicated to the contrar~~.
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3. The Cit~~ is extending incentives for the lleveloper's Project in anticipation of the expected
completion of the Project as set forth herein.
4. Each of the Parties represents that it has taken all actions necessary to authorize its
representatives to execute this Agreement.
B. ADOPTION OF TAX INCREMENT FINANCING
The Ciry has created the TIF District which includes the Developer's Propert~~. The City has
previously assisted certain Redevelopment Projects using tax increment financing incentives and now
intends to provide such assistance to the Developer's Project.
C. INCENTIVES
In consideration for the Developer having purchased the Property and completing the Project
substantially as set forth herein, the Citt~ will establish a separate account within the Special Tax
Allocation Fund for the Canton 2- Rt 9/Chestnut Street TIF District designated as the "Canton
Crossing Shopping Center Special Account" ("Special Account"). All monies deposited to this
Special Account shall be used exclusively by the City for the purposes set forth in this Agreement,
including but not limited to extending to the Developer the following incentives to assist Developer's
Project:
1. Promissory Note: The Cit~~ agrees to loan to the Developer b5~ separate Promissory Note (.ree
Exl~ibit ~ Eight Hundred Thousand Dollars and No Cents ($800,000.00) from the Canton
2- Rt. 9/Chestnut Street Special Tax Increment Redevelopment Fund (the "Loan") foY TIF
Eligible Project Costs incurred as a result of the Developer's Project (see Exhibit 1). The terms
and conditions for the Loan shall be as follows:
a. The full Loan amount of $800,000.00 shall be paid to Canton Crossing Corporation
(pursuant to the attached ExhiUit 6 Letter of Direction) within ninery (90) days following
the execution of this Agreement;
b. The interest rate for the Loan shall be 0%;
c. The term of the Loan shall expire December 31, 2021;
d. One-eighth (1~8) of the Loan amount shall be forgiven annually by the City
commencing December 31, 2014 and on December 31`bf each year thereafter for the
term of the Loan, provided the Developer has been at all times in full compliance with
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every term of this Agreement. Provided the Developer complies with all the terms set
forth herein, the Loan shall be fully forgiven by the expiration of the Promissory Note.
i. Upon the Developer securing extended leases with all Canton Crossing tenants
that provides for, expiration of all such leases no earlier than January 1, 2020, and
subject to the City receiving and verifying the length of terms and said leases and
approving a fully executed copy of the same, the City shall immediately forgive the
remaining balance of the Loan, which shall be converted to a Grant subject to
repayment in the same manner as the Loan and as set forth Section (C)(1)(e)
below, and the City shall return to the Developer the Promissor5~ Note marked
"cancelled" and a release of the Mortgage in recorded form.
e. Notwithstanding anything contained herein to the contrary, if prior to tax year 2020
payable 2021 the Developer: (1) fails to purchase the Property and provide verification
of TIF Eligible Project Costs in the amount of $800,000.00 as set forth in Section E.
below; (2) sells or transfers title to the Propert~~ to another entit~=; 3) commercial retail
operations of comparable scope and value to those operating on the Propert~~ in 2013
cease for a period of 180 days; or 4) the F.qualized Assessed Valuation of the Property
is reduced to less than $600,000, then the De~reloper shall be obligated to repay a
portion of the Loan or Grant to the Cit~~ in the then outstanding balance on the Loan
calculated as set forth in Section (C)(1)(d);
£ A separate Promissory Note is attached as Exhif~it 4. In addition, the note shall be
secured ~vith a mortgage (see Mortgage) on the property in favor of the City which the
Ciry shall subordinate to a primary lender upon request.
2. Annual Reimbursement: Beginning with the first tax ~~ear in which real estate tax increment
is generated b~~ the Developer's Project, the Cit}' shall also annuall~~ segregate Thirty Percent
(30%) of the incremental increases in real estate taxes derived from this Developer's Project to
reimburse Canton Crosssing Corporation up to Three Hundred Seventy Five Thousand
Dollars and No Cents ($375,000.00) of Additional TIF Eligible Project Costs (see Exhil~it 1),
or until Canton 2- Rt. 9/Chestnut Street TIF District ends in tax year 2027 payable 2028,
whichever occurs first These annual reimbursements are subject to the following terms and
conditions:
a. Beginning with tax ~~ear 2014 pa5~able 2015 and in each subsequent year during the term
of this A~reement, the De~reloper hereb~~ agrees to oUtain and provide to the City on or
before March 31" a sworn affidavit from each commercial retai] tenant which will
cumulativel~~ verif}~ing a minimum of t~~enn~-five (25) full-time or Full-Time Equivalent
("FTE") emplo5~ees were employed b5~ said retail tenants at the facilities located on the
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Developer's Propern~ during the previous twelve (12) months.
i. For purposes of this Agreement, a full-time or FTE job is defined as follows: A
full-time equivalent (FTE) is the number of hours that represent what a full time
employee works during a twelve (12) month period. Assuming the retail tenants
operate 52 weeks each year and a normal work week is 40 hours, then there is a
total of 2,080 hours allocated to one full-time employee per ~~ear. One person
working 40 hours per ~veek would be one full-time equivalent (FTE). However,
if there are two employees that both work 20 hours in a week, that total is also 40
hours per week or 2,080 hours annually, and this also represents one FTE.
ii. During the term of this Agreement, the Developer must provide to the City said
verification of FTE employees no later than March 31s` for the City to extend
the incentives provided for in Sectioya D that are related to real estate tax increment
received by the City in the prior calendar year.
b. If in any year during term of this Agreement the Equalized Assessed Valuation of the
Propert~~ as reported on the real estate tax bill is reduced to less than $600,000, then the
City shall not be obligated to segregate Thirt~~ Percent (30%) of the incremental
increases in real estate taxes derived from this Developer's Project to reimburse Canton
Crossing Corporation.
i. If during the term of this Agreement the Equalized Assessed Valuation of the
Property as reported on the real estate ta~ bill is reduced to less than $600,000 for
four (4) consecutive taa years, then this Agreement shall terminate.
D. LIMITATION OF INCENTIVES TO DEVELOPER
1. Total cumulative reimbursement of TIF Eligible Project Costs from the Ciry to the Developer
shall not in an~~ e~~ent exceed $1,175,000.00.
2. The Developer shall be reimbursed by the Ciry for all Eligible Project Costs permitted by the
Act (subject to a limitation of $1,175,000.00) as set forth herein, but only as set forth above
and on15~ from the Propert~~ included in this Project and currentl~~ owned by the Developer at
that location.
3. It shall be the sole responsibilit~~ of the Developer to provide to the Cit~~ as requested the
following:
a. Copies of all PAID real estate tax bills, annually, for the Properry included in this
Project.
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b. Verification of TIF eligible project costs as required b5~ Section E below.
c. Following completion of the Project and prior to requesting annual reimbursement of
TIF Eligible Project Costs during the term of this Agreement, the Developer shall
certify to the Ciry the number of full-time or FTE employees continuousl~~ employed
in the operation of the facilities from the date the facilities opened for business or
during the previous twelve (12) months, whichever period is shorter. Continuous, full-
time or FTE employment shall mean the position has been occupied or open for hire
at the facility since the facility was originally opened and occupied or during the previous
twelve (12) months, whichever period is shorter. The form, content and scheduled
reporting dates of the employment information that is to be supplied by the Developer
shall consist of appropriate payroll records, independent verification by Developer's
accountant or tax preparer or a sworn affidavit attesting to the number of full-time or
FTE jobs maintained from the date the facilit~~ was originally constructed and occupied
or during the previous twelve (12) months, whichever period is shorter.
E. PAYMENT OF ELIGIBLE PROJECT COSTS
1. A request for payment to the Deeeloper for TIF Eligible Project Costs as set forth by the Act
shall be made b}~ a Requisition for Payment of Private Development Redevelopment Costs
(the "Requisition") as hereto attached as F~xl~ibit 5 and submitted by Developer to the City's
TIF Administrator Jacob & Klein, Ltd. and The Economic Development Group, Ltd.
(collectively the "TIF Administrator") or a successi~re TIF Administrator upon written
notification from the Cin~.
2. All Requisitions must be accompanied Uy a master list of itemized costs prepared b~~ the
Developer for the Project which relates to those categories of estimated Eligible Project Costs
provided in Exhibit 1, and such master list is to be supported by all corresponding verified
receipts, in~~oices, bills or statements of suppliers, contractors, or professionals together with
Mechanic's Lien Waivers, if applicable, cancelled checks or other proof ofpayment as required
by the Cit~~. THE DEVELOPER MUST VERIFY SUFFICIENT ELIGIBLE
PROJECT COSTS NO LATER THAN MARCH 31ST FOR THE CITY TO
EXTEND INCENTIVES PROVIDED FOR IN SECTION D. RELATED TO
TAXES RECEIVED BY THE CITY IN THE PRIOR YEAR.
3. The Developer shall use such sums as reimbursements for eligible expenses onl~~ to the extent
permitted by law and the Act.
4. The TIF Administrator sl~all approve or disapprove the Requisition by written receipt to the
Developer within thirt~~ (30) business da~~s after receipt of the Requisition. Approva] of the
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Requisition will not be unreasonably withheld. If the Requisition is disapproved by the TIF
Administrator (or subsequentl5~ by the Illinois Department of Revenue), the reasons for
disallowance will be set forth in writing and the Developer may resubmit the Requisition with
such additional information as may be required and the same procedures set forth herein shall
apply to such re-submittals.
5. The Parties acknowledge that the determination of TIF Eligible Project Costs, and, therefore,
qualification for reimbursement hereunder are subject to changes or interpretation made by
amendments to the Act, administrative rules or judicial interpretation during the term of this
Agreement.
6. TIF Eligible Project Costs aYe broadly defined in the Redevelopment Plan to include all costs
defined in the Act as Redevelopment Project Costs.
7. The Developer ma~~ submit for prior approval b~~ the City as TIF Eligible Project Costs under
the Act estimates of costs before the~~ are incurred subject to later confirmation by actual bills.
8. All pavments and reimbursements of TIF eligible project costs during the term of this
agreement are herein subject to the Developer obtaining applicable building permits and
complying with all Cit~~ of Canton Building and Zoning Codes as may be related to the
Project The Developer and related contractors shall consult with City Staff to receive
directions regarding zoning, utilities, fire safetv and building code requirements prior to
commencing with the Project and shall meet ~vith City Staff upon request of the Ciry or as
deemed necessar5~ during the construction period to review any~ revised plans to construct,
enlarge, alter, repair, move, demolish or change the occupancy or use of a building or structure
or to erect install, enlarge, alter, repair, Yemove, convert or replace any electrical, gas,
mechanical or plumbing system.
F. LIMITED OBLIGATION
The City~'s obligation hereunder is to pay Developer for TIF Eligible Project Costs limited to
~1,175,000.00 as set forth above. Said obligat~on does not now and shall never constitute an
indebtedness of the City within the meaning of an}~ State of Illinois Constitutional or Statutory
provision, and shall not constitute or give rise to a pecunia~~ liabilit~~ of the Cit~~ or a charge or lien
against the Cit~~'s general credit or ta~ng power.
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G. LIMITED LIABILITY OF CITY TO OTHERS FOR
DEVELOPER'S EXPENSES
There shall be no obligation by the City to make an~~ payments to any person other than Developer,
nor shall the City be obligated to make direct pa~~ments to any other contractor, subcontractor, mechanic
or materialman providing services or materials to Developer for the Developer's Project.
H. DEFAULT; CURE; REMEDIES
In the event of a default under this Redevelopment Agreement by an~~ 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 Parry's for the Defaulting Part~~'s breach of this Redevelopment
Agreement, the Non-defaulting Part~~ shall have such other equit}' rights and remedies as are available
to them at law or in equit~~. Any damages payable b~~ the Cit~~ hereunder shall be limited to the real estate
tax increment payable to the Developer under the terms of this Agreement.
In the event a Defaulting Parry shall fail to perform a monetar5~ covenant which it is required to
perform under this Redevelopment Agreement, it shall not be deemed to be in default under this
Redevelopment Agreement unless it shall have failed to perform such monetary covenant within thirt~~
(30) days of its receipt of a notice from a Non-defaulting Party specify~ing that it has failed to perform
such monetary covenant. In the event a Defaulting Parn~ fails to perform any nonmonetar~~ covenant
as and when it is required to under this Redevelopment Agreement, it shall not be deemed to be in
default if it shall have cured such default within thirt~~ (30) da5~s of its receipt of a notice from a Non-
defaulting Part~~ specif~~ing the nature of the default, provided, however, with respect to those
nonmonetary defaults which are not capable of being cured within such thirn~ (30) day~ period, it shall
not be deemed to be in default if it commences curing ~uithin such thirty (30) days period, and thereafter
diligentl~~ and continuously prosecutes the cure of such default until the same has been cured.
I. TIME; FORCE MAJEURE
For this Agreement, time is of the essence; provided however, the Developer and City shall not be
deemed in default with respect to an~~ obligations of this Agreement on its part to be performed if either
fails to timely perform the same and such failure is due in ~~hole, or in part, to any strike, lock-out, labor
trouble (whether legal or illegal), civil disorder, inabilin~ to procure materials, weather conditions and
~ wet soil conditions, failure or interruptions of power, restrictive governmental laws and regulations,
condemnauon, riots, insurrections, ~var, fuel shortages, accidents, casualties, Acts of God, acts caused
direcd5~ or indirectly b~~ the Cit~~ (or Ciry's agents, employ~ees or invitees) when applicable to Developer
or third parties, or an~~ other cause be5~ond the reasonable control of Developer or Cit~~.
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J. ASSIGNMENT
The rights and obligations of the Developer under this Agreement shall not be transferable or
assignable prior to December 31, 2021. As of January 1, 2022, the rights and obligations of the
Developer under this Agreement shall be fully assignable by means of written notice to the Cit~~,
provided that no such assignment shall be deemed to release the assignor of its obligations to the Ciry
under this Agreement unless the consent of the Cit~~ to the release of the assignor's obligations is first
obtained. Consent shall not be unreasonably withheld provided that the nature of the Project is not
substantially changed.
K. WAIVER
Any Parry to this Agreement ma~~ elect to waive any remedy it may enjoy hereunder, provided that
no such waiver shall be deemed to e~st unless the Party waiving 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 tlvs Agreement or the application thereof to any
Parn~ or circumstance shall, to any extent, be invalid or unenforceable, the remainder of said section,
subsection, term or pro~~ision 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 b}~
this Agreement shall be in writing and shall be e~ecuted b~~ the PartS~ or an officer, agent or attorne5~ of
the PaYry, and shall be deemed to have been effecti~re as of the date of actual deliver}~, if delivered
personally, or as of the third (3"~) da5~ from and including the date of posting, if mailed by registered or
certified mail, return receipt requested, with postage prepaid addressed as follows:
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CITY DEVELOPER
City of Canton Preferred-Eagan I,LLC & Canton Crossing
% Ciry Administrator Corporation
2 N. Main St. Attn: Evan Oliff, President
Canton, IL 61520 2480 N. Lakeview Ave.
Ph: (309) 647-0065 Chicago, IL 60614
Fax: (309) 647-2348 Ph: (312)953-1802
Email: evan(a~~referreddevelo~ment.com
With copy to:
Thomas N. Jacob & Associates, Ltd and
The Economic Development Group, Ltd. I~ith copy to:
1701 Clearwater Avenue Sugar Felsenthal Grais & Hammer LLP
Bloomington, IL 61704 Atm: Mark Lenz, Attorney at Law
Ph: (309) 664-7777 30 N. La Salle St., Ste. 3000
Fax: (309) 664-7878 Chicago, IL 60602
Email: skline(a~tifillinois.com Ph: (312) 704-2185
Email: mlenz(~a,Sugarfgh.com
N. SUCCESSORS IN INTEREST
Subject to the Provisions of Paragraph J, above, this Agreement shall be binding upon and inure to
the benefit of the Parties hereto and their respective successors.
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 parmership, agency, or joint venture
between or among such Parties.
P. INDEMNIFICATION OF CITY
Developer acknowledges that it is responsible for compliance with the Illinois Prevailing Wage Act,
to the extent such is applicable. Applicability is to be determined by Developer and Developer shall
indemnify and hold harmless the Ciry, and all Ciry 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 ILCS 130/0.01 et..req.), the Illinois Procurement Code, and/or any similar State or Federal
law or regulation. This obligauon 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.
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Q. TERM OF THE AGREEMENT
This Agreement shall expire: upon the Developer receiving reimbursement of all of the Developer's
TIF Eligible Project Costs as provided in Section C; bankruptcy of the Developer; the expiration of the
Canton 2- Rt. 9/Chestnut Street Redevelopment Plan ending with tax year 2035 payable 2036; or the
Equalized Assessed Valuation of the Properry as reported on the real estate tax bill is reduced to less
than $600,000 for four (4) consecutive tax years, whichever occurs first.
R. WARRANTY OF SIGNATORIES
The signatories of Developer warrant full authoriry to both execute tl~is Agreement and to bind the
entiry to which they are signing on behalf of.
[The balance of the page i.r intentionally blank.]
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IN WITNESS WHEREOF the Ciry of Canton and Preferred-Eagan I LLC Canton Crossing
Corporation have caused this Agreement to be executed b~~ their duly authorized officers on the above
date at Canton, Illinois.
CI'I'y DEVELOPER
CITY OF CANTON, an Illinois Municipal PREFERRED-EAGAN I LLC, an Illinois
Corporation: limited liabiliry company.
BY• BY:
Mayor, City of on Manager
ATTEST: ATTEST: '
Cler , ity of Canton tle:
CANTON CROSSING CORPORATION,
an Illinois corporation
BY:
Fvan Oliff, Pr sident
ATTEST: '
itl: , ~ ta~
EXHIBITS ARE ATTACHED AS FOLLOWS:
Exhibit 1. Summary of Estimated TIF Eligible Project Costs.
Exhibit 2. Projected Canton Crossing Real Estate Tax Increment.
Exhibit 3. Illustrations of Proposed (Exterior) Project Improvements.
Exhibit 4. Promissory Note.
Exhibit 5. Private Project Request for Reimbursement.
Exhibit C. Letter of Direction
Il:ACAV7'(1N\C;1N"P( )V 2 R'I'9-Chesmut St\.lgrcetnents\C:mtoa (~'ros~iq~\C,mtun 7'IP 2_CAS7'OV CRUSSIS(.=_FIVAT. Ci,FAV RllA_RF.lll.l'.VF.D 21 AfAl'
2013.~~~pJ
13
EXHIBIT 1
SUMMARY OF ESTIMATED TIF ELIGIBLE PROJECT COSTS
Canton Crossing Shopping Center Project
Canton 2- Rt. 9/Chestnut Street TIF District in the City of Canton, Fulton Counry, Illinois
Project Description: Developer is proceeding with plans to acquire and renovate the e~sting
buildings for use as a commercial retail shopping center located at 1741-73
East Chestnut St., Canton, Illinois.
PIN#: 09-08-25-301-017
Estimated TIF Eligible Project Costs:
Land and buildings (acquisition costs) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,080,000
Site Preparation $232,000
Professional Fees (planning, engineering, architectural, legal, accounting, other) . . . . . . . . . $214,755
Building Rehabilitation, Repairs and Renovation Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,061,000
Extension/Repair of Utilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $50,000
Total Estimated TIF Eligible Project Costs' . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,G37,755
' NOTE: Pursuant to Section D, the total cumulative reimbursement of TIF Eligible Project
Costs from the City to the Developer shall not in any event exceed 1,175.000.00.
14
EXHIBIT 2
PROJECTED CANTON CROSSING REAL ESTATE TAX INCREMENT
The information and assumptions contained in this material are based upon information, material and
assumptions provided to the Ciry, Jacob & Klein Q&K) and The Economic Development Group, Ltd. (EDG)
by outside persons including public officials. J&K and EDG have not undertaken independent investigation to
verify any of the information or material contained herein. No warranty, express or implied, as to the accuracy
of the materials and information or the results projected in the foregoing presentation is made by the Ciry, J&K
or EDG, its officers or employees. J&K and EDG specifically disclaim the accurary of the formulas and
calculations and has no obligation to investigate or update, recalculate or revise the calculations. The material
presented herein is subject to risks, trends and uncertainties that could cause actual events to differ materially from
those presented. Those providing information contained in this projection have represented to J&K and EDG
that, as of the date it was provided, the information was accurate to the best of their knowledge. Any person
viewing, reviewing or utilizing this presentation should do so subject to all of the foregoing limitations and shall
conduct independent im~esrigation to verify the assumptions and calculations contained herein. By acceptance
and use of this projecrion, the user accepts all of the foregoing limitations and releases the City, J&K and EDG
from any liability in connection therewith
15
CITY OF CANTON TIF 2- RT. 9/CHESTNUT ST.
PREFERRED-EAGEN LLC / CANTON CROSSING SHOPPING CENTER
Revised 4l09/13 TIF FORMED CovV~~6ht ~ 2013 Jacob 8 Klein, Ltd. arW The Ecorwmic Development Gmup, Ltd.
Calendar Year of Recei ts 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
Total Real Estate Tax Increment Built Assessed $64,340 $65,949 $67,598 $69,288 $71,020 $72,795 $74,615 $76,480 $78,392 $80,352
School Share & Admin. Fees $16,085 $16,487 $16,899 $17,322 $17,755 $18,199 $18,654 $19,120 $19,598 $20,088
Net Real Estate Tax increment $48,255 $49,462 $50,698 $51,966 $53,265 $54,596 $55,961 $57,360 $58,794 $60,264
Developer Share $14,477 $14,838 $15,209 $15,590 $15,979 $16,379 $16,788 $17,208 $17,638 $18,079
Develo erCumulativeShare $14,477 $29,315 $44,525 $60,114 $76,094 $92,473 $109,261 $126,469 $144,107 $162,187
City Share $33,779 $34,623 $35,489 $36,376 $37,285 $38,217 $39,173 $40,152 $41,156 $42,185
City Cumulative Share $33,779 $68,402 $103,891 $140,267 $177,552 $215,769 $254,942 $295,095 $336,251 $378,436
Calendar YearofReceipts 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 TOTALS
Total Real Estate Tax Increment $82,361 $84,420 $86,531 $88,694 $90,911 $93,184 $95,514 $97,901 $100,349 $102,858 $105,429 $108,065 $1,857,046
School Share & Admin. Fees $20,590 $21,105 $21,633 $22,173 $22,728 $23,296 $23,878 $24,475 $25,087 $25,714 $26,357 $27,016 $464,262
Net Real Estate Tax Increment $61,771 $63,315 $64,898 $66,520 $68,183 $69,888 $71,635 $73,426 $75,262 $77,143 $79,072 $81,049 ;1,392,785
Developer Share $18,531 $18,995 $19,469 $19,956 $20,455 $20,966 $21,491 $22,028 $22,579 $23,143 $5,201 $0 $375,000
Develo er Cumulative Share $180,718 $199,712 $219,182 $239,138 $259,593 $280,559 $302,050 $324,078 $346,656 $369,799 $375,000 $375,000
City Share $43,240 $44,321 $45,429 $46,564 $47,728 $48,922 $50,145 $51,398 $52,683 $54,000 $73,871 $81,049 $1,017,785
City Cumulative Share $421,675 $465,996 $511,424 $557,989 $605,717 $654,639 $704,783 $756,181 $808,865 $862,865 $936,736 $1,017,785
Real Estate Assumptions Variables
Total Projected Investment $2,637,755 Inflation Rate 2.5%
Total Projected Assessed Value $879,252 Total Tax Rate (2011) 9.6575%
TIF Base EAV $213,030 Taxing Dist. & Admin. 25%
Projected Increase in EAV $666,222 Developer Share of Net RETI 30%
Real Estate Tax Increment $64,340 Ci Share of Net RETI 70%
Parcel No: 09-08-25-301-017
Thc mfortnation and assumptions contained in the forcgoing ma[cnal arc based upon infmma[ioq matcrial and assump[ions provided to Jacob & Klcin, Gd. (1&K) and the Economic Dcvelopment Group, Ltd. (EDG) by outside persons including public officials. 1&K and EDG
have not undertaken independent inves[igation ro verify any of the information or material contamed herem. No wartanTy, express or implied, as to the accuracy of Ihe materials and information or the results projected in the finegomg presentaeun is made by J&K or EDG, its
officers or empbyees. 1&K and EDG specifically disclaim the accuracy of [M1c formulas and calculations and has no obligation [o investigate or upda[e, recalwla[e or revise the calculations The material presented herein is subject to risks, trends and uneertaintics that could cause
ac[ual evrnts [o differ matcriaily from those presentcd. Thosc providing information coniai~red in this presentation have represented [o J&K and EDG that, as of the date it was providcd, the information was accurate to the best uf their laiowlcdgc. Any person viewmg, reviewing
or utilizing this presen[ation should do so subject to all of [he foregoing lunitations and shall conduct independen[ imes[igation to verify tM1c assumptions and calculations contained hercin. By acceptance and use of this presentatioq the user acecpts all of the foregoing limi[aticros
and relcases J&K and EDG frmn any liability in connection therewith.
H:ICANTOMCANTON 2 RT9-Chestnut SflSpreadsheetslProjectbnslCanton Rt 9_Pre(ened Eagen LLC Projection 030813
EXHIBIT 3
ILLUSTRATIONS OF PROPOSED (EXTERIOR) PROJECT IMPROVEMENTS
16
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ELEVATIONS PROPOSID REAIOVATED FOR socrtx E~vAlzolv 'I
CANTON CROSSING 141 WESTJACKSONBOULEVARD
a s ~ ~o~
SHOPPING CENTER 35 FLOOR
LaIDSOn ~ Co[~on ~ CHICAGO, IL 60604-3269
At[qITFCTQ~f'INfER10lDf~IGN 3G1~~1~!''1'A'
Lu n. newwnao sRn¢r. surf4 m E CHESTNLTI' SIREET fa 17th STREET (3121327-2700
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PRC}PO6ID PROP05ID PROPC)6ID PROP06ED
TYPIC.ALSIDE MA1N Fti~01~I' SECONDARY FRONT TYPICAL FRONT
~ ~ ~ ~
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omoNZ CANTON CROSSING u~w~~~?,~
° ? ` SHOPPING CEIVTER ~
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r~nsr CAl~Ifllr. Ql,tllol!
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New sign
ARCHIIECTURAL SITE PLAN ~ `~'O~'A~D
CANTON CROSSING t4„~.~~,~,?„~
~ ~ ~ ~ ° SH~PPING CENTER ~
~
ARCMtTiCilttE~~TFl70t D[~1GN xNjit.s~. ~'~.~.7.j7~
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wwwa~awma~~m NOVII?iEOC ~ 21A2
• • . •
This most resembles the final look of what Canton Crossing would look like
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The new Kroger Marketplace at Alliance Towncenter ~ This Kroger, a part of the Montrose landscape since 1978,
this is the first store of this format to open in Fort Worth evolved to become known as "Disco Kroger" over the years -
a moniker, by the way, that was also shared by the Kroger at
3300 Montrose in in Atlanta's Buckhead neighborhood.
' i i i ~
EXHIBIT 4
PROMISSORY NOTE
17
EXHIBIT 4
Promissory Installment Note
1. RECITATIONS:
Date: May , 2013
Borrower: Preferred-Eagan I LLC
Canton Crossing Corporation
Borrowers' Addresses: Evan Oliff, President
2480 North Lakeview Ave.
Chicago, IL 60614
Lender: City of Canton
Place for Payment: 2 North Main Street, Canton, Illinois 61520
Principal Amount: $800,000.00
Maturity: December 31, 2021
2. PROMISE TO PAY. Borrowers promise to pay lender, or arder, any lawful money of
the United States of America, the principal amount of Eight Hundred Thousand and no/100
Dollars ($800,000.00), subject to the Payment Terms contained in the Redevelopment
Agreement and contained in paragraph 4 below. Borrower promises to pay the Lender subject to
the Redevelopment Agreement and contained in paragraph 4 below.
3. INTEREST RATE. Annual interest rate on matured, unpaid amounts shall be at the rate
of zero percent (0%).
4. PAYMENT TERMS: One-eighth (1 /8) of the loan amount shall be forgiven annually
by the City of Canton commencing December 31, 2014, and on December 31 S` of each year
thereafter for the term of the loan, provided that Borrower has been, at all times, in full
compliance with every term of the Redevelopment Agreement. Provided the Borrower complies
with all terms set herein, the loan shall be fully forgiven by the maturity of the loan (December
31, 2021). Upon the Borrower securing extended leases with all Tenants located at the
commercial real estate at 1741 through l 773 East Chestnut Street, Canton, Illinois, that provide
for, expiration of all such leases no earlier than January 1, 2020, and subject to the City receiving
and verifying the length of terms of said leases and approving a fully executed copy of the same,
the City shall immediately forgive the remaining balance of the loan and the City shall return to
the Developer the Promissory Note marked "cancelled" and a release of the Mortgage in
recorded form. The forgiven loan shall be converted to a Grant, subject to repayment of the
Promissory Installment Note Page 1 of 5
outstanding balance to the City calculated in the manner set forth above if one or more of the
following occurs:
That prior to tax year 2020, payable in 2021, the Borrower;
a. Fails to purchase the property and provide verification of tax
increment financing eligible project costs in the amount of
$800,000.00, as set forth in Section E of the Redevelopment
Agreement;
b. Sells or transfers title to the property to another entiry;
c. Commercial retail operations of comparable scope and value to those
operating on the property in 2013, cease for a period of 180 days; or
d. The equalized, assessed valuation of the property is reduced to less
than $600,000.00, then the Borrower shall be obligated to repay to the
City the then outstanding balance on the loan.
5. PRE-PAYMENT. Borrowers may pay without penalty all or a portion of the amount
owed earlier than it is due. Early payments will not, unless agreed to by lender in writing,
relieve Borrowers of obligation to continue to make payments under the amortization schedule.
Rather, early payments will reduce the principal balance due and may result in Borrowers
making fewer payments. Borrowers agree not to send lenders payments marked "paid in full",
"without recourse", or similar language. If Borrowers send such a payment, Lender may accept
it without losing any of Lender's rights under this note, and Borrowers will remain obligated to
pay any further amount owed to Lender. All written communications concerning disputes
amounts, including any check or payment instrument that indicates that the payment constitutes
"payment in full" of the amount owed where that is tendered with other conditions or limitations
or as full satisfaction of the disputed amount must be made ar delivered to "City of Canton, 2 N.
Main Street, Canton, IL 61520".
6. PLACE FOR PAYMENT. Borrowers will pay Lender at Lender's address shown
above or at such other place as Lender may designate in writing.
7. DEFAULT AND ACCELERATION CLAUSE. If Borrowers default in the payment
of this note or in the performance of any obligation, including, but not limited to those noted
below, and the default continues after Lender gives Borrowers notice of the default and the time
in which it must be cured, as may be required by law or written agreement, then the Lender may
declare the unpaid principal balance on this promissory installment note immediately due.
Borrowers and each surety, endorser, and guarantor waive all demands for payment, presentation
for payment, notices of intentions to accelerate maturity, notices of acceleration of maturity,
protests and notices of protest, to the extent permitted by law.
Each of the following shall constitute an event of default under this note:
Promissory Installment Note Page 2 of 5
a. Payment default: Borrowers fail to make any payment when due under this note.
b. Other defaults: Borrowers fail to comply with or to perform any other term,
obligation, covenant or condition contained in this note, or in any of their related
contained in any other agreement between Lender and Borrowers.
c. Default in favor of third parties: Borrowers or any guarantors default under any
loan, extension of credit, security agreement, purchase for sales agreement, or any
other agreement, in favor of any other creditor or person that may materially affect
any of the Borrowers' property or borrowers' ability to repay this note or perform
Borrowers' obligation under this note or any other related documents.
d. False statements: Any warranty, representation or statement made or furnished to
Lender by Borrowers or on Borrowers' behalf under this note ar the related documents
as false or misleading in any material respect, either now or at the time made or
furnished or becomes false or misleading at any time thereafter.
e. Insolvency: The dissolution or termination of Borrowers' existence as a business, the
insolvency of Borrowers, the appointment of a receiver for any part of Borrowers'
property, any assignment far the benefit of creditors, any type of creditor workout, or
the commencement of any preceding under any bankruptcy or insolvency laws by or
against Borrowers.
f. Change in ownership: Any change in ownership of twenty-five percent or more of
the common stock of Borrowers.
g. Adverse change: A material adverse change occurs in Borrowers' financial condition,
or Lender believes the prospect of payment or performance of this note is impaired.
h. Insecurity: Lender in good faith believes itself insecure.
8. INTEREST ON PAST DUE INSTALLMENTS AND CHARGES. All ast due
installments of principal and/or interest and/or all other past-due incurred charges shall bear
interest after maturity at the maximum amount of interest permitted by the Laws of the State of
Illinois until paid in full. Failure by Borrowers to remit any payment by the tenth (lOt~) day
following the date that such payment is due entitles the Lender hereof to declare the entire
principal and accrued interest immediately due and payable. The Lender's forbearance in
enforcing a right or remedy as set forth herein shall not be deemed a waiver of said right or
remedy for a subsequent cause, breach or default of the Borrowers' obligations herein.
9. INTEREST. Interest on this debt evidenced by this Note shall not exceed the maximum
amount of non-usurious interest that may be contracted for, taken, reserved, charged, or received
under law; any interest in excess of the maximum shall be credited on the principal of the debt
or, if that has been paid, refunded. On any acceleration or required or permitted prepayment, any
such excess shall be canceled automatically as of the acceleration or prepayment or, if already
paid, credited on the principal of the debt or, if the principal of the debt has been paid, refunded.
Promissory Installment Note Page 3 of 5
10. FORM OF PAYMENT. Any check, draft, money order, or other instrument given in
payment of all or any portion hereof may be accepted by the holder and handled in collection in
the customary manner, but the same shall not constitute payment hereunder or diminish any
rights of the holder hereof except to the extent that actual cash proceeds of such instruments are
unconditionally received by the Lender and applied to this indebtedness in the manner elsewhere
herein provided.
11. ATTORNEY'S FEES; EXPENSES. If this Note is given to an attorney, including any
attorney within the employ of the City of Canton, for collection or enforcement, or if suit is
brought for collection or enforcement, or if it is collected or enforced through probate,
bankruptcy, or other judicial proceeding, then Borrowers shall pay the Lender all costs of
collection and enforcement, including reasonable attorney's fees and expenses in addition to
other amounts due.
12. CONFESSION OF JUDGEMENT. Borrowers hereby irrevocably authorize and
empower any attorney at law to appear in any court of record and to confess judgment against
Borrowers for the unpaid amount of this Note as evidenced by an affidavit signed by an officer
or elected official of the Lender setting forth the amount then due, attorney's fee plus cost of suit,
to release all errors, and waive all rights of appeal. If a copy of this Note, verified by an
~ affidavit, shall have been filed in the preceding, it will not be necessary to file the original as a
warrant of attorney. Borrowers waive the right to any stay of execution and the benefit of all
exemption laws now or hereafter in effect. No single exercise of the forgoing warrant in power
to confess judgment will be deemed to exhaust the power, whether or not any such exercise shall
be held by any court to be invalid, violable, or void; but the power will continue undiminished
and may be exercised from time to time as the Lender may elect until all amounts owed on this
Note have been paid in full. Borrowers hereby waive and release any and all claims ar causes of
action which Borrowers might have against any attorney acting under the terms of authority
which Borrowers have granted herein arising out of or connected with the confession of
judgment hereunder.
13. SEVERABILITY. If any provision of this Note or the application thereof shall, for any
reason and to any extent, be invalid or unenforceable, neither the remainder of this Note nor the
application of the provision to other persons, entities or circumstances shall be affected thereby,
but instead shall be enforce to the maximum extent permitted by law.
14. BINDING EFFECT. The covenants, obligations and conditions berein contained shall
be binding on and inure to the benefit of the heirs, legal representatives, and assigns of the
parties hereto.
15. DESCRIPTIVE HEADINGS. The descriptive headings used herein are for
convenience of reference only and they are not intended to have any affect whatsoever in
determining the rights or obligations under this Note.
16. CONSTRUCTION. The pronouns used herein shall include, where appropriate, either
gender or both, singular or plural.
Promissory Installment Note Page 4 of 5
17. GOVERNING LAW. This Note shall be governed, construed and interpreted by,
through and under the Laws of the State of Illinois.
PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE
PROVISIONS OF THIS NOTE. BORROWER AGREES TO THE TERMS OF THIS NOTE.
BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS
PROMISSORY NOTE.
EXECUTED this day of May, 2013.
BORROWER
Preferred-Eagan I,LLC
An Illinois limited liability corporation, by its
Manager,
Evan Oliff
Canton Crossing Corporation
An Illinois corporation, by its President,
Evan Oliff
Promissory Installment Note Page 5 of 5
~ ~ ~
EXHIBIT 5
PRIVATE PROJECT REQUEST FOR REIMBURSEMENT
18
CITY OF CANTON, ILLINOIS
CANTON 1 - DOWNTOWN/5TH AVENUE
TAX INCREMENT FINANCING DISTRICT
PRIVATE PROJECT
REQUEST FOR REIMBURSEMENT
BY
PREFERRED-EAGAN I,LLC
CANTON CROSSING CORPORATION
Date
Attention: City Administrator, City of Canton
Re: TIF Redevelopment Agreement, dated
by and between the City of Canton, Illinois, and
Preferred-Eagan I,LLC and Canton Crossing Corporation (the "Developer")
The City of Canton is hereby requested to disburse funds from the Special Tax
Allocation Fund pursuant to the Redevelopment Agreement described above in the
amount(s), to Canton Crossing Corporation and for the purpose(s) set forth in this
Request for Reimbursement. The terms used in this Request for Reimbursement shall
have the meanings given to those terms in the Redevelopment Agreement.
1. REQUEST FOR REIMBURSEMENT NO.
2. PAYMENT DUE TO: Canton Crossing Corporation, Developer
3. AMOUNTS REQUESTED TO BE DISBURSED:
Description of TIF Eligible Project Cost Amount
Tota I
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 1" of the Redevelopment Agreement.
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, ptans and specifications heretofore in effect; and
(ii) 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 TIF Eligible Redevelopment
Project Costs; and
(iii) the expenditures for which amounts are requested represent proper
Redevelopment Project Costs as identified in the "Limitation of Incentives to
Developer" described in Section D 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.
6. Attached to this Request for Reimbursement is Exhibit 1 of the Redevelopment
Agreement, together with 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: CITY OF CANTON, ILLINOIS
BY:
TITLE: DATE:
• ~ .
EXHIBIT G
LETTER OF DIRECTION
21
. , ~
LETTER OF DIRECTION
TO: City of Canton
2 North Main Street
Canton, Illinois 61520
RE: TIF Redevelopment Agreement (Canton Crossing Shopping Center)
DATE: May 20, 2013
We, the signatories to the above-referenced TIF Redevelopment Agreement, do hereby
direct you to make each and every tax increment financing payment under such TIF
Redevelopment Agreement which is due the Developer (as such term is defined in the TIF
Redevelopment Agreement) to Canton Crossing Corporation.
Preferred-Eagan I LLC, an Illinois limited Canton Crossing Corporation, an Illinois
liability company corporation
By: gy.
Evan Oliff, its Manager Evan Oliff, President
4824-4896-8211, v. 1
4836-4052-0722,v. 1
LETTER OF vIRECTIC>N
"C'C): C'ity~ of C'~r~tc~n
2 Nc~rth i~lain Strect
C'antr~n, lllinc~is 615?0
12F: rIF ttcdev~Ic?~rncnt AgrcGrnrnt (Cantnn C'rossin~ fihc~ppin,~ C`cntcrj
DATE: ~f~y, ?t), ~t113
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~+t'i, the ~;i~natc~ric:s tc~ tti~y abc~vr-r~trrLr~ccd 'Ttr ttecicv4tc~pmcnt ?1~rceirient, d~~ IiGrebV
dir~ct yau tcr m~kc i.zic.h and cvery ta~ ir~crcn~cnt financing p~3yrt~~nt undcr ~uch 1"tF
R~de~~lcle~pmcnt Akrcement arhich is clu~ thc !)ev~~le~~tr (as suc:h t~rn~ is dr.tincci in thc TtF
Recicvilc~~mcnt Agrecn~etit) tu (:~nton C'rc~ssing (~()1'~)O['~tl()Il.
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.74. :!:i.]_i;'.._.
Promissory Installment Note
1. RECITATIONS:
Date: August 21, 2013
Borrower: Preferred-Eagan I LLC
Canton Crossing Corporation
Borrowers' Addresses: Evan Oliff, President
2480 North Lakeview Ave.
Chicago, IL 60614
Lender: City of Canton
Place for Payment: 2 North Main Street, Canton, Illinois 61520
Principal Amount: $800,000.00
Maturity: December 31, 2021
2. PROMIS~ TO PAY. Borrowers promise to pay lender, or order, any lawful money of
the United States of America, the principal amount of Eight Hundred Thousand and no/100
Dollars ($800,000.00), subject to the Payment Terms contained in the Redevelopment
Agreement and contained in paragraph 4 below. Borrower promises to pay the Lender subject to
the Redevelopment Agreement and contained in paragraph 4 below.
3. INTEREST R~LTE. Annual interest rate on matured, unpaid amounts shall be at the rate
of zero percent (0%).
4. PAYMENT TERMS: One-eighth (1/8) of the loan amount shall be forgiven annually
by the City of Canton commencing December 31, 2014, and on December 31St of each year
thereafter for the term of the loan, provided that Borrower has been, at all times, in full
compliance with every term of the Redevelopment Agreement. Provided the Borrower complies
with all terms set herein, the loan shall be fully forgiven by the maturity of the loan (December
31, 2021). Upon the Borrower securing extended leases with all Tenants located at the
commercial real estate at 1741 through 1773 East Chestnut Street, Canton, Illinois, that provide
for, expiration of all such leases no earlier than January 1, 2020, and subject to the City receiving
and verifying the length of terms of said leases and approving a fully executed copy of the same,
the City shall immediately forgive the remaining balance of the loan and the City shall return to
the Developer the Promissory Note marked "cancelled" and a release of the Mortgage in
recorded form. The forgiven loan shall be converted to a Grant, subject to repayment of the
outstanding balance to the City calculated in the manner set forth above if one or more of the
following occurs:
Promissory Installment Note Page 1 of 5
~
That prior to tax year 2020, payable in 2021, the Borrower;
a. Fails to purchase the property and provide verification of tax
increment financing eligible project costs in the amount of
$800,000.00, as set forth in Section E of the Redevelopment
Agreement;
b. Sells or transfers title to the property to another entity;
c. Commercial retail operations of comparable scope and value to those
operating on the property in 2013, cease for a period of 180 days; or
d. The equalized, assessed valuation of the property is reduced to less
than $600,000.00, then the Borrower shall be obligated to repay to the
City the then outstanding balance on the loan.
5. PRE-PAYMENT. Borrowers may pay without penalty all or a portion of the amount
owed earlier than it is due. Early payments will not, unless agreed to by lender in writing,
relieve Borrowers of obligation to continue to make payments under the amortization schedule.
Rather, early payments will reduce the principal balance due and may result in Borrowers
making fewer payments. Borrowers agree not to send lenders payments marked "paid in full",
"without recourse", or similar language. If Borrowers send such a payment, Lender may accept
it without losin~ any of Lender's rights under this note, and Borrowers will remain obligated to
pay any further amount owed to Lender. All written communications concerning disputes
amounts, including any check or payment instrument that indicates that the payment constitutes
"payment in full" of the amount owed where that is tendered with other conditions or limitations
or as full satisfaction of the disputed amount must be made or delivered to "City of Canton, 2 N.
Main Street, Canton, IL 61520".
6. PLACE FOR PAYMENT. Borrowers will pay Lender at Lender's address shown
above or at such other place as Lender may designate in writing.
7. DEFAULT AND ACCELERATION CLAUSE. If Borrowers default in the payment
of this note or in the performance of any obligation, including, but not limited to those noted
below, and the default continues after Lender gives Borrowers notice of the default and the time
in which it must be cured, as may be required by law or written agreement, then the Lender may
declare the unpaid principal balance on this promissory installment note immediately due.
Borrowers and each surety, endorser, and guarantor waive all demands for payment, presentation
for payment, notices of intentions to accelerate maturity, notices of acceleration of maturity,
protests and notices of protest, to the extent permitted by law.
Each of the following shall constitute an event of default under this note:
a. Payment default: Borrowers fail to make any payment when due under this note.
Promissory Installment Note Page 2 of 5
b. Other defaults: Borrowers fail to comply with or to perform any other term,
obligation, covenant or condition contained in this note, or in any of their related
contained in any other agreement between Lender and Borrowers.
c. Default in favor of third parties: Borrowers or any guarantors default under any
loan, extension of credit, security agreement, purchase for sales agreement, or any
other agreement, in favor of any other creditor or person that may materially affect
any of the Borrowers' property or borrowers' ability to repay this note or perform
Borrowers' obligation under this note or any other related documents.
d. False statements: Any warranty, representation or statement made or furnished to
Lender by Borrowers or on Borrowers' behalf under this note or the related documents
as false or misleading in any material respect, either now or at the time made or
furnished or becomes false or misleading at any time thereafter.
e. Insolvency: The dissolution or termination of Borrowers' existence as a business, the
insolvency of Borrowers, the appointment of a receiver for any part of Borrowers'
property, any assignment for the benefit of creditors, any type of creditor workout, or
the commencement of any preceding under any bankruptcy or insolvency laws by or
against Borrowers.
f. Change in ownership: Any change in ownership of twenty-five percent or more of
the common stock of Borrowers. •
g. Adverse change: A material adverse change occurs in Borrowers' financial condition,
or Lender believes the prospect of payment or performance of this note is impaired.
h. Insecurity: Lender in good faith believes itself insecure.
8. INTEREST ON PAST DUE INSTALLMENTS AND CHARGES. All past due
installments of principal and/or interest and/or all other past-due incurred charges shall bear
interest after maturity at the maximum amount of interest permitted by the Laws of the State of
Illinois until paid in full. Failure by Borrowers to remit any payment by the tenth (10`") day
following the date that such payment is due entitles the Lender hereof to declare the entire
principal and accrued interest immediately due and payable. The Lender's forbearance in
enforcing a right or remedy as set forth herein shall not be deemed a waiver of said right or
remedy for a subsequent cause, breach or default of the Borrowers' obligations herein.
9. INTEREST. Interest on this debt evidenced by this Note shall not exceed the maximum
amount of non-usurious interest that may be contracted for, taken, reserved, charged, or received
under law; any interest in excess of the maximum shall be credited on the principal of the debt
or, if that has been paid, refunded. On any acceleration or required or permitted prepayment, any
such excess shall be canceled automatically as of the acceleration or prepayment or, if already
paid, credited on the principal of the debt or, if the principal of the debt has been paid, refunded.
Promissory Installment Note Page 3 of 5
10. FORM OF PAYMENT. Any check, draft, money order, or other instrument given in
payment of all or any portion hereof may be accepted by the holder and handled in collection in
the customary manner, but the same shall not constitute payment hereunder or diminish any
rights of the holder hereof except to the extent that actual cash proceeds of such instruments are
unconditionally received by the Lender and applied to this indebtedness in the manner elsewhere
herein provided.
11. ATTORNEY'S FEES; EXPENSES. If this Note is given to an attorney, including any
attorney within the employ of the City of Canton, for collection or enforcement, or if suit is
brought for collection or enforcement, or if it is collected or enforced through probate,
bankruptcy, or other judicial proceeding, then Borrowers shall pay the Lender all costs of
collection and enforcement, including reasonable attorney's fees and expenses in addition to
other amounts due.
12. CONFESSION OF JUDGEMENT. Borrowers hereby irrevocably authorize and
empower any attorney at law to appear in any court of record and to confess judgment against
Borrowers for the unpaid amount of this Note as evidenced by an affidavit signed by an officer
or elected official of the Lender setting forth the amount then due, attorney's fee plus cost of suit,
to release all errors, and waive all rights of appeal. If a copy of this Note, verified by an
affidavit, shall have been filed in the preceding, it will not be necessary to file the original as a
warrant of attorney. Borrowers waive the right to any stay of execution and the benefit of all
exemption laws now or hereafter in effect. No single exercise of the forgoing warrant in power
to confess judgment will be deemed to exhaust the power, whether or not any such exerci~•~ shall
be held by any court to be invalid, violable, or void; but the power will continue undiminished
and may be exercised from time to time as the Lender may elect until all amounts owed on this
Note have been paid in full. Borrowers hereby waive and release any and all claims or causes of
action which Borrawers might have against any attorney acting under the terms of authority
which Borrowers have granted herein arising out of or connected with the confession of
judgment hereunder.
13. SEVERABILITY. If any provision of this Note or the application thereof shall, for any
reason and to any extent, be invalid or unenforceable, neither the remainder of this Note nor the
application of the provision to other persons, entities or circumstances shall be affected thereby,
but instead shall be enforce to the maximum extent permitted by law.
14. BINDING EFFECT. The covenants, obligations and conditions herein contained shall
be binding on and inure to the benefit of the heirs, legal representatives, and assigns of the
parties hereto.
15. DESCRIPTIVE HEADINGS. The descriptive headings used herein are far
convenience of reference only and they are not intended to have any affect whatsoever in
determining the rights or obligations under this Note.
16. CONSTRUCTION. The pronouns used herein shall include, where appropriate, either
gender or both, singular or plural.
Promissory Installment Note Page 4 of 5
17. GOVERNING LAW. This Note shall be governed, construed and interpreted by,
through and under the Laws of the State of Illinois.
PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE
PROVISIONS OF THIS NOTE. BORROWER AGREES TO THE TERMS OF THIS NOTE.
BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS
PROMISSORY NOTE.
EXECUTED this 21 S` day of August, 2013.
BORROWER
Preferred-Eagan I,LL
An Illinois limited liability corporation, by its
Manager,
Evan Oliff
Canton Crossing Corpor tion
An Illinois corporation by its President,
Evan Oliff
Promissory Installment Note Page 5 of 5
• RECORDATION REQUESTED BY:
CITY OF CANTON
2 NORTH MAIN STREEf
CANTON, ILLINOIS 61~20
WHEN RECORDED MAIL T0:
CITY OF CANTON
2 NORTH MAIN STREEf
CANTON, ILLINOIS 61520
FOR RECORDER'S USE ONLY
This Mortgage prepared by:
Claudon, Kost, Beal, Walters & Lane, LTD.
121 W. Elm Street/P.O. Box 400
Canton, Illinois 61520
MORTGAGE
MAXIMUM LIEN. At nd time shall the principal amount of Indebtedness secured by the Mortgage, not
including sums advanced to protect the security of the Mortgage, exceed $800,000.00.
THIS MORTGAGE dated August 21, 2013, is made and executed between PREFERRED-EAGAN I, LLC.,
(referred to below as "Grantor") and CANTON CROSSING CORPORATION (referred to as "Grantor") and
CITY OF CANTON, whose address is 2 NORTH MAIN STREET, CANTON, ILLINOIS 61520 (referred to below as
"Lender").
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; all water, water
rights, watercourses and ditch rights (including stock in utilities with ditch or irrigation rights); and all other rights,
royalties, and profits relating to the real property, including without limitation all minerals, oil, gas, geothermal and similar
matters, (the "Real Property") located in FULTON County, State of Illinois:
See EXHIBIT "A°', which is attached to this Mortgage and made a part of this Mortgage as if fully set
forth herein.
The Real Property or its address is commonly known as SEE ATTACHED LEGAL DESCRIPTIONS, CANTON,
ILLINOIS 61520.
Grantor presently assigns to Lender all of Grantor's right, title, and interest in and to all present and future leases of the
Property and all Rents frorri the Property. In addition, Grantor grants to Lender a Uniform Commercial Code security
interest in the Personal Property and Rents.
THIS MORTGAGE, INCLUDING THE ASSIGNMENT OF RENTS AND THE SECURITY INTEREST IN THE RENTS
AND PERSONAL PROPERTY, IS GIVEN TO SECURE (A) PAYMENT OF THE INDEBTEDNESS AND (B)
MORTGAGE
(Continued)
-2-
PERFORMANCE OF ANY AND ALL OBLIGATIONS UNDER THE NOTE, 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 9Jse. 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 tenantable condition and promptly perform all repairs,
replacements, and maintenance necessary to preserve its value.
Compliance With Environmental Laws. Grantor represents and warrants to Lender that: (1) During the
period of Grantor's ownership of the Property, there has been no use, generation, manufacture, storage,
treatment, disposal, release or threatened release of any Hazardous Substance by any person on, under, about or
from the Property; (2) Grantor has no knowledge of, or reason to believe that there has been, except as previously
disclosed to and acknowledged by Lender in writing, (a) any breach or violation of any Environmental Laws, (b)
any use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous
Substance on, under, about or from the Property by any prior owners or occupants of the Property, or (c) any
actual or threatened litigation or claims of any kind by ar:y person relating to such matters; and (3) Except as
previously disclosed to and acknowledged by Lender in writing, (a) neither Grantor nor any tenant, contractor,
agent or other authorized user of the Property shall use, generate, manufacture, store, treat, dispose of or release
any Hazardous Substance on, under, about or from the Property; and (b) any such activity shall be conducted in
compliance with all applicable federal, state and local laws, regulations and ordinances, including without limitation
all Environmental Laws. Grantor authorizes Lender and its agents to enter upon the Property to make such
inspections and tests, at Grantor's expense, as Lender may deem appropriate to determine compliance of the
Property with this section of the Mortgage. Any inspections or tests made by Lender shall be for Lender's
purposes only and shall not be construed to create any responsibility or liability on the part of Lender to Grantor or
to any other person. The representations and warranties contained herein are based on Grantor's due diligence in
investigating the Property for Hazardous Substances. Grantor hereby (1) releases and waives any future claims
against Lender for indemnity or contribution in the event Grantor becomes liable for cleanup or other costs under
any such laws; and (2) agrees to indemnify, defend, and hold harmless Lender against any and all claims, losses,
liabilities, damages, penalties, and expenses which Lender may directly or indirectly sustain or suffer resulting from
a breach of this section of the Mortgage or as a consequence of any use, generation, manufacture, storage,
disposal, release or threatened release occurring prior to Grantor's ownership or interest in the Property, whether
or not the same was or should have been known to Grantor. The provisions of this section of the Mortgage,
including the obligation to indemnify and defend, shall survive the payment of the Indebtedness and the
satisfaction and reconveyance of the lien of this Mortgage and shall not be affected by Lender's acquisition of any
interest in the Property, whether by foreclosure or otherwise.
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 Properly or any portion of the Property. Without limiting the generality of the
foregoing, Grantor will not remove, or grant to any other parry the right to remove, any timber, minerals
(including oil and gas), coal, clay, scoria, soil, gravel or rock products without Lender's prior written consent.
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.
, MORTGAGE
(Continued)
-3-
Lender's Right to Enter. Lender and Lender's agents and representatives may enter upon the Reai Properly at
all reasonable times to attend to Lender's interests and to inspect the Real Properly 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, including without limitation, the Americans With Disabilities Act. 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 or 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.
DUE ON SALE- CONSENT BY LENDER. Lender may, at Lender's option, declare immediately due and payable all sums
secured by this Mortgage upon the sale or transfer, without Lender's prior written consent, of all or any part of the Real
Property, or any interest in the Real Property. A"sale or transfer" means the conveyance of Real Property or any right,
title or interest in the Real Property; whether legal, beneficial or equitable; whether voluntary or involuntary; whether by
outright sale, deed, installment sale contract, land contract, contract for deed, leasehold interest with a term greater than
three (3) years, lease-option contract, or by sale, assignment, or transfer of any beneficial interest in or to any land trust
holding title to the Real Property, or by any other method of conveyance of an interest in the Real Property. I` any Grantor
is a corporation, partnership or limited liability company, transfer also includes any change in ownership of more than
twenty-five percent (25%) of the voting stock, partnership interests or limited liability company interest, as the case may
be, of such Grantor. However, this option shall not be exercised by Lender if such exercise is prohibited by federal law or
by Illinois law.
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.
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 this 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 attorneys' 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 obligee 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.
, MORTGAGE
(Continued)
-4-
Notice of Construction. Grantor shall notify Lender at least fifteen (15) days before any work is commenced,
any services are furnished, or any materials are supplied to the Property, if any mechanic's lien, materialmen's lien,
or other lien could be asserted on account of the work, services, or materials. Grantor will upon request of Lender
furnish to Lender advance assurances satisfactory to Lender that Grantor can and will pay the cost of such
improvements.
PROPERTY DAMAGE INSURANCE. The following provisions relating to insuring the Property are a part of this
Mortgage:
Maintenance of Insurance. Grantor shall procure and maintain policies of fire insurance with standard
extended coverage endorsements on a replacement basis for the full insurable value covering all Improvements on
the Real Property in an amount sufficient to avoid application of any coinsurance clause, and with a standard
mortgagee clause in favor of Lender. Grantor shall also procure and maintain comprehensive general liability
insurance in such coverage amounts as Lender may request with Lender being named as additional insureds in
such liability insurance policies. Additionally, Grantor shall maintain such other insurance, including but not limited
to hazard, business interruption and boiler insurance as Lender may require. Policies shall be written by such
insurance companiES and in such form as may be reasonably acceptable to Lender. Grantor shall deliver to Lender
certificates of coverage from each insurer containing a stipulation that coverage will not be cancelled or diminished
without a minimum of thirty (30) days' prior written notice to Lender and not containing any disclaimer of the
insurer's liability for failure to give such notice. Each insurance policy also shall include an endorsement providing
that coverage in favor of Lender will not be impaired in any way by any act, omission or default of Grantor or any
other person. Should the Real Property be located in an area designated by the Director of the Federal Emergency
Management Agency as a special flood hazard area, Grantor agrees to obtain and maintain Federal Flood
Insurance, if available, for the full unpaid principal balance of the loan and any prior liens on the property securing
the loan, up to the maximum policy limits set under the National Flood Insurance Program, or as otherwise
required by Lender, and to maintain such insurance for the term of the loan.
Application of Proceeds. Grantor shall promptly notify Lender of any loss or damage to the Property. Lender
may make proof of loss if Grantor fails to do so within fifteen (15) days of the casualty. Whether or not Lender's
security is impaired, Lender may, at Lender's election, receive and retain the proceeds of any insurance and apply
the proceeds to the reduction of the Indebtedness, payment of any lien affecting the Property, or the restoration
and repair of the Property. If Lender elects to apply the proceeds to restoration and repair, Grantor shall repair or
replace the damaged or destroyed Improvements in a manner satisfactory to Lender. Lender shall, upon
satisfactory proof of such expenditure, pay or reimburse Grantor from the proceeds for the reasonable cost of
repair or restoration if Grantor is not in default under this Mortgage. Any proceeds which have not been disbursed
with 180 days after their receipt and which Lender has not committed to the repair or restoration of the Property
shall be used first to pay any amount owing to Lender under this Mortgage, then to pay accrued interest, and the
remainder, if any, shall be applied to the principal balance of the Indebtedness. If Lender holds any proceeds
after payment in full of the Indebtedness, such proceeds shall be paid to Grantor as Grantor's interests may
appear.
Grantor's Repor~ on Insurance. Upon request of Lender, however not more than once a year, Grantor shall
furnish to Lender a report on each existing policy of insurance showing: (1) the name of the insurer; (2) the risks
insured; (3) the amount of the policy; (4) the property insured, the then current replacement value of such
property, and the manner of determining that value; and (5) the expiration date of the policy. Grantor shall, upon
request of Lender, have an independent appraiser satisfactory to Lender determine the cash value replacement
cost of the Property.
LENDER'S EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender's
interest in the Property or if Grantor fails to comply with any provision of this Mortgage or any Related Documents,
including but not limited to Grantor's failure to discharge or pay when due any amounts Grantor is required to
discharge or pay under this Mortgage or any Related Documents, Lender on Grantor's behalf may (but shall not be
obligated to) take any action that Lender deems appropriate, including but not limited to discharging or paying all
, MORTGAGE
(Continued)
-5-
taxes, liens, security interests, encumbrances and other claims, at any time levied or placed on the Property and
paying all costs for insuring, maintaining and preserving the Property. All such expenditures incurred or paid by
Lender for such purposes will then bear interest at the rate charged under the Note 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 Note and be apportioned
among and be pay,able with any installment payments to become due during either (1) the term of any applicable
insurance policy; or (2) the remaining term of the Note; or (C) be treated as a balloon payment which will be due
and payable at the Note's maturity. The Mortgage also will secure payment of these amounts. Such right shall be
in addition to all other rights and remedies to which Lender may be entitled upon Default.
WARRANTY; DEFENSE OF TITLE. The following provision relating to ownership of the Property are a part of this
Mortgage:
Title. Grantor warrants that: (a) Grantor holds good and marketable title of record to the Property in fee simple,
free and clear of all liens and encumbrances other than 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 ~;roceeding 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 Representations and Warranties. All representations, warranties, and agreements made by
Grantor in this Mortgage shall survive the execution and delivery of this Mortgage, shall be continuing in nature,
and shall remain i~ full force and effect until such time as Grantor's Indebtedness shall be paid in full.
CONDEMNATION. The following provisions relating to condemnation proceedings are a part of this Mortgage:
Proceedings. If any proceeding in condemnation is filed, Grantor shall promptly notify Lender in writing, and
Grantor shall promptly take such steps as may be necessary to defend the action and obtain the award. Grantor
may be the nominal parly in such proceeding, but Lender shall be entitled to participate in the proceeding and to
be represented in the proceeding by counsel of its own choice, and Grantor will deliver or cause to be delivered to
Lender such instruments and documentation as may be requested by Lender from time to time to permit such
participation.
Application of IV~t 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 proceed~ 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.
IMPOSTION OF TAXES, FEES AND CHARGES BY GOVERNMENTAL AUTHORITIES. The following provisions
relating to governmental taxes, fees and charges are a part of this Mortgage:
, MORTGAGE
(Continued)
-6-
Current Taxes, Fees and Charges. Upon request by Lender, Grantor shall execute such documents in addition
to this Mortgage and take whatever other action is requested by Lender to perfect and continue Lender's lien on
the Real Properly. Grantor shall reimburse Lender for all taxes, as described below, together with all expenses
incurred in recording, pertecting or continuing this Mortgage, including without limitation all taxes, fees,
documentary stamps, and other charges for recording or registering this Mortgage.
Taxes. The following shall constitute taxes to which this section applies: (1) a specific tax upon this type of
Mortgage or upon all or any part of the Indebtedness secured by this Mortgage; (2) a specific tax on Grantor
which Grantor is authorized or required to deduct from payments on the Indebtedness secured by this type of
Mortgage; (3) a tax on this type of Mortgage chargeable against the Lender or the holder of the Note; and (4) a
specific tax on all or any portion of the kidebtedness or on payments of principal and interest made by Grantor.
Subsequent Taxes. If any tax to which this section applies is enacted subsequent to the date of this Mortgage,
this event shall have the same effect as an Event of Default, and Lender may exercise any or all of its available
remedies for an Event of Default as provided below unless Grantor either (1) pays the tax before it becomes
delinquent, or (2) contests the tax as provided above in the Taxes and Liens section and deposits with Lender cash
or a sufficient corporate surety bond or other security satisfactory to Lender.
SECURITY AGREEMENT; FINANCING STATEMENTS. The following provisions relating to this Mortgage as a security
agreement are a part of this Mortgage:
Security Agreement. This instrument shall constitute a Security Agreement to the extent any of the Property
constitutes fixtures, and Lender shall have all of the rights of a secured party under the Uniform Commercial Code
as amended from time to time. ~
Security Interest. Upon request by Lender, Grantor shall take whatever action is requested by Lender to perfect
and continue Lender's security interest in the Rents and Personal Property. In addition to recording this Mortgage
in the real property records, Lender may, at any time and without further authorization from Grantor, file executed
counterparts, copies or reproductions of this Mortgage as a financing statement. Grantor shall reimburse Lender
for all expenses incurred in perfecting or continuing this security interest. Upon default, Grantor shall not remove,
sever or detach the Personal Property from the Property. Upon default, Grantor shall assemble any Personal
Property not affixed to the Property in a manner and at a place reasonably convenient to Grantor and Lender and
make it available to Lender within three (3) days after receipt of written demand from Lender to the extent
permitted by applicable law.
Addresses. The mailing addresses of Grantor (debtor) and Lender (secured party) from which information
concerning the security interest granted by this Mortgage may be obtained (each as required by the Uniform
Commercial Code) are as stated on the first page of this Mortgage.
FURTHER ASSURANCES; AITORNEY-IN-FACT. The following provisions relating to further assurances and attorney-
in-fact are a part of this Mortgage:
Further Assurances. At any time, 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, refiled, 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 this Note, this Mortgage, and
the Related Documents, and (2) the liens and security interests created by this Mortgage as first and prior liens on
the Property, whether now owned or hereafter acquired by Grantor. Unless prohibited by law 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.
, MORTGAGE
(Continued)
-7-
Attorney-in-Fact. If Grantor faiis to do any of the things referred to in the preceding paragraph, 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. Grantor will pay, if permitted by applicable law, any reasonable termination fee as
determined by Lender from time to time.
REINSTATEMENT OF SECURITY INTEREST. If payment is made by Grantor, whether voluntarily or otherwise, or by
guarantor or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment
(A) to Grantor's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the
relief of debtors, (B) by reason of any judgment, decree or order of any court or administrative body having jurisdiction
over Lender or any of Lender's property, or (C) by reason of any settlement or compromise of any claim made by Lender
with any claimant (including without limitation Grantor), the Indebtedness shall be considered unpaid for the purpose of
enforcement of this Mortgage and this Mortgage shall continue to be effective or shall be reinstated, as the case may be,
notwithstanding any cancellation of this Mortgage or of any note or other instrument or agreement evidencing the
Indebtedness and the Prcperty will continue to secure the amount repaid or recovered to the same extent as if that
amount never had been originally received by Lender, and Grantor shall be bound by any judgment, decree, order,
settlement or compromise relating to the Indebtedness or to this Mortgage. ~
EVENTS OF DEFAULT, Each of the following, at Lender's option, shall constitute an Event of Default under this
Mortgage:
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 any
payment for taxes,or insurance, or any other payment necessary to prevent filing of or to effect discharge of any
lien.
Other Defaults. Grantor fails to comply with or to perform any other term, obligation, covenant or condition
contained in this Mortgage or in any of the Related Documents or to comply with or to perform any term,
obligation, covenant or condition contained in any other agreement between Lender and Grantor.
Default in Favor of Third Parties. Should Grantor default under any loan, extension of credit, security
agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that
may materially affect any of Grantor's property or Grantor's ability to repay the Indebtedness or Grantor's ability to
perform Grantor's obligations under this Mortgage or any related document.
False Statements. Any warranty, 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 or becomes false or misleading at any time thereafter.
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 or termination of Grantor's existence as a going business, the insolvency of Grantor,
the appointment of a receiver for any part of Grantor's property, any assignment for the benefit of creditors, any
, MORTGAGE
(Continued)
-8-
type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or
against Grantor.
Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by
judicial proceeding, self-help, repossession or any other method, by any creditor of Grantor or by any
governmental agency against any property securing the Indebtedness. This includes a garnishment of any of
Grantor's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if
there is a good faith dispute by Grantor as to the validity or reasonableness of the claim which is the basis of the
creditor or forfeiture proceeding and if Grantor gives Lender written notice of the creditor or forfeiture proceeding
and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount
determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute.
Breach of Other Agreement. Any breach by Grantor under the terms of any other agreement 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.
Adverse Change. A material adverse change occurs in Grantor's financial condition, or Lender believes the
prospect of payment or performance of the Indebtedness is impaired.
Insecurity. Lender in good faith believes itself insecure.
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 any 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.
UCC Remedies. With respect to all or any part of the Personal Property, Lender shall have all the rights and
remedies of a secured party under the Uniform Commercial Code.
Collects Rents. ..Lender shall have the right, without notice to Grantor, to take possession of the Property and
collect the Rents, including amounts past due and unpaid, and apply the net proceeds, over and above Lender's
costs, against the Indebtedness. In furtherance of this right, Lender may require any tenant or other user of the
Property to make payments of rent or use fees directly to Lender. If the Rents are collected by Lender, then
Grantor irrevocably designates Lender as Grantor's attorney-in-fact to endorse instruments received in payment
thereof in the name of Grantor and to negotiate same and collect the proceeds. Payments by tenants or other
users to Lender in response to Lender's demand shall satisfy the obligations for which the payments are made,
whether or not any proper grounds for the demand existed. Lender may exercise its rights under this
subparagraph either in person, by agent, or through a receiver.
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 Properly 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.
, MORTGAGE
(Continued)
-9-
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 Note 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 marshalled. 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.
Notice of Sale. Lender shall give Grantor reasonable notice of the time and place of any public sale of the
Personal Property or of the time after which any private sale or other intended disposition of the Personal Property
is to be made. Reasonable notice shall mean notice given at least ten (10) days before the time of the sale or
disposition. Any sale of the Personal Property may be made in conjunction with any sale of the Real Property.
Election of Remedies. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy,
and an election to make expenditures or to take action to perform an obligation of Grantor under this Mortgage,
after Grantor's failure to perform, shall not affect Lender's right to declare a default and exercise its remedies.
Nothing under this Mortgage or otherwise shall be construed so as to limit or restrict the rights, remedies available
to Lender following an Event of Default, or in any way to limit or restrict the rights and ability of Lender to proceed
directly against Grantor and/or against any other co-maker, surety or endorser and/or to proceed against any
other collateral direc~Jy or indirectly securing the Indebtedness.
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 Note 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), surveyor~' reports, and appraisal fees and title insurance, to the extent permitted by applicable law.
Grantor also will pay any court costs, 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 party may change its address for notices under this Mortgage by giving formal written notice to the other parties,
specifying that the purpos.e of the notice is to change the parly'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.
MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Mortgage:
Amendments. This Mortgage, together with any Related Documents, constitutes the entire understanding and
agreement of the parties as to the matters set forth in this Mortgage. No alteration of or amendment to this
. MORTGAGE
(Continued)
-10-
Mortgage shall be effective unless given in writing and signed by the party or parties sought to be charged or
bound by the alteration or amendment.
Annual Reports. If the Property is used for purposes other than Grantor's residence, Grantor shall furnish to
Lender, upon request, a certified statement of net operating income received from the Property during Grantor's
previous fiscal year in such form and detail as Lender shall require. "Net operating income" shall mean all cash
receipts from the Properly less all cash expenditures made in connection with the operation of the Property.
Caption Headings. Caption headings in this Mortgage are 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.
Choice of Venue. If there is a lawsuit, Grantor agrees upon Lender's request to submit to the jurisdiction of the
courts of FULTON County, State of Illinois.
No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Mortgage unless such
waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right
shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Mortgage shall
not prejudice or constitute a wavier of Lender's right otherwise to demand strict compliance with that provision or
any other provision of this Mortgage. No prior waiver by Lender, nor any course of dealing between lender and
Grantor, shall constitute a waiver of any of Lender's rights o~ of any of Grantor's obligations as to any future
transactions. Whenever the consent of Lender is required under this Mortgage, the granting of such consent by
Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is
required and in all cases such consent may be granted or withheld in the sole discretion of Lender.
Severability. If a court of competent jurisdiction finds any provision of this Mortgage to be illegal, invalid, or
unenforceable as to any circumstance, that finding shall not make the offending provision illegal, invalid or
unenforceable as to any other circumstance. If feasible, the offending provision shall be considered modified so
that it becomes legal, valid and enforceable. If the offending provision cannot be so modified, it shall be
considered deleted from this Mortgage. Unless otherwise required by law, the illegality, invalidity, or
unenforceability of any provision of this Mortgage shall not affect the legality, validity or enforceability of any other
provision of this Mortgage.
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 release and waives all rights and benefits of the homestead
exemption laws of the State of Illinois as to all Indebtedness secured by this Mortgage.
Subordination. Not withstanding anything in this Agreement to the contrary, the Mortgage given by Grantor to
Lender shall remain subordinate to the lien of LZ Ventures, LLC, dated May 21, 2013 or any other Mortgage that
. MORTGAGE
(Continued)
-11-
replaces LZ Ventures, LLC, for the principal balance owed at the time of replacement. This subordination is limited
to sums that do not exceed $1,000,000.00 in the aggregate as of May 21, 2013 or any principal amount less than
said sum at the time of replacement whichever is less.
DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Mortgage.
Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the
United States of America. Words and terms used in the singular shall include the plural, and the plural shall include the
singular, as the context may require. Words and terms not otherwise defined in this Mortgage shall have the meanings
attributed to such terms of the Uniform Commercial Code:
Borrower. The word "Borrower" means PREFERRED EAGAN I, LLC AND CANTON CROSSING CORPORATION and
includes all co-signers and co-makers signing the Note and all their successors and assigns.
Default. The word "Default" means the Default set forth in this Mortgage in the section titled'~Default".
Environmental Laws. The words "Environmental Laws" mean any and all state, federal and local statutes,
regulations and ordinances relating to the protection of human health or the environment, including without
limitation the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42
U.S.C. Section 9601, et seq. ("CERCLA"), the Superfund Amendments and Reauthorization Act of 1986, Pub. L. No.
99-499 ("SARA"), the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the Resource
Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., or other applicable state or federal laws, rules, or
regulations adopted pursuant thereto.
Event of Default. The words "Event of Default" mean any of the events of default set forth in this Mo;°tgage in
the events of default section of this Mortgage.
Grantor. The word "Grantor" means PREFERRED EAGAN I, LLC AND CANTON CROSSING CORPORATION
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 Note.
Hazardous Substances. The words "Hazardous Substances" mean materials that, because of their quantity,
concentration or physical, chemical or infectious characteristics, may cause or pose a present or potential hazard
to human health or the environment when improperly used, treated, stored, disposed of, generated,
manufactured, transported or otherwise handled. The words "Hazardous Substances" are used in their very
broadest sense and include without limitation any and all hazardous or toxic substances, materials or waste as
defined by or listed under the Environmental Laws. The term °Hazardous Substances" also includes, without
limitation, petroleum, and petroleum by-products or any fraction thereof and asbestos.
Improvements. The word ~~Improvements" mean 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 Note or Related Documents, together with all renewals of, extensions of, modifications of,
consolidations of and substitutions for the Note or Related Documents and 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, to~ether with interest on such amounts as provided in this Mortgage.
Lender. The word '~Lender" means CITY OF CANTON, its successors and assigns. Lender's address is 2 North
Main Street, Canton, Illinois 61520. Lender is the mortgagee under this Agreement.
Mortgage. The word "Mortgage" means this Mortgage between Grantor and Lender.
. MORTGAGE
(Continued)
-12-
Note. The word "Note" means the promissory note dated August 21, 2013. The Note states that Grantor owes
Lender EIGHT HUNDRED THOUSAND dollars and 00 cents 800,000.00) plus interest. Said Note wiil mature
on December 31, 2021.
Personal Property. The words "Personal Property" mean all equipment, fixtures, and other articles of personal
property now or hereafter owned by Grantor, and now or hereafter attached or affixed to the Real Property;
together with all accessions, parts, and additions to, all replacements of, and all substitutions for, any of such
property; and tog'ether with all proceeds (including without limitation all insurance proceeds and refunds of
premiums) from any sale or other disposition of the Property.
Property. The word '~Property" means collectively the Real Property and the Personal Property.
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 Redevelopment Agreement dated May 215`, 2013,
between the parties to this Mortgage, all promissory notes, credit agreements, loan agreements, environmental
agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and
all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with
the Indebtedness.
Rents. The word °Rents" means all present and future rents, revenues, income, issues, royalties, profits, and
other benefits derived from the Property.
GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS MORTGAGE, AND GRANTOR
AGREES TO ITS TERMS.
GRANTOR:
PREFERRED EAGAN I, LLC, an Illinois Limited Liability Corporation
By:
Evan Oli , President
CANTON CROSSING RATION, an Illinois Corporation
gy; ~
Evan Oli President
. MORTGAGE
(Continued)
-13-
CORPORATE ACKNOWLEDMENT
STATE OF ILLINOIS )
) SS
COUNTY OF FULTON )
On this 215t day of August, 2013 before me, the undersigned Notary Public, personally
appeared EVAN OLIFF, President of CANTON CROSSING CORPORATION and Manager of
PREFERRED-EAGAN I, LLC, and known to me to be authorized agents of the Corporation
and LLC that executed the Mortgage and acknowledged the Mortgage to be the free and
voluntary act and deed of the Corporation and LLC, by authority of its Bylaws or by
Resolution of its Board of Directors or any other authority granted by the Borrowers, for
the uses and purposes therein mentioned, and on oath stated that they are authorized
to ex ute is Mortga d in fact executed the Mortgage on behalf of the Corporation
an LC.
B Residing at mN , Illinois
Notary Public in and for the State of Illinois
My Commission expires CSl' ~3~ 1~
OFFICIAL SEAL
DIANA L PAVLEY
NOTARY PUBLiC - STATE OF ILLINOIS
MY COMMISSION EXPIRES:O6/13/16
. MORTGAGE
(Continued)
-14-
EXHIBIT A
LEGAL DESCRIPTION
A PART OF THE SOUTHWEST ~/a OF SECTION 25, TOWNSHIP 7 NORTH, RANGE 4 EAST
OF THE FOURTH PRINCIPAL MERIDIAN, FULTON COUNTY, ILLINOIS, DESCRIBED AS
FOLLOWS AND BEARINGS ARE FOR DESCRIPTIVE PURPOSES ONLY: COMMENCING AT
A CONCREfE MARKER AT THE NORTHEAST CORNER OF THE NORTHWEST ~/a OF THE
SOUTHWEST OF SECTION 25; THENCE ALONG THE EAST LINE OF SAID NORTHEAST
~/4 BEARING SOUTH 0 DEGREES 06 MINUTES 39 SECONDS WEST, A DISTANCE OF
1009.28 FEET'TO AN IRON PIN AND THE POINT OF BEGINNING; THENCE CONTINUING
ALONG SAID EAST LINE BEARING SOUTH 0 DEGREES, 06 MINUTES 39 SECONDS WEST
A DISTANCE OF 329.50 FEET TO AN IRON PIN ON THE NORTH LINE OF EAST
CHESTNUT STREEf; THENCE ALONG SAID NORTH LINE BEARING NORTH 88 DEGREES
03 MINUTES 19 SECONDS WEST, A DISTANCE OF 660.00 FEET TO AN IRON PIN;
THENCE ALONG SAID NORTH LINE BEARING NORTH 2 DEGREES 22 MINUTES 26
SECONDS EAST, A DISTANCE OF 328.00 FEET TO AN IRON PIN; THENCE BEARING
SOUTH 88 DEGREES 10 MINUTES 26 SECONDS EAST, A DISTANCE OF 647.00 FEEf TO
THE POINT OF BEGINNING.
P.I.N 09-08-25-301-017 -
COMMONLY KNOWN AS 1741 E. CHESTNUT STREET, CANTON, ILLINOIS 61520
' ~ 1 3 S S 8 1~
RECORDATION REQUESTED BY: JAllES I. HELSOH
CITY OF CANTON COUNTY CLERK 8 RECURDER
2 NORTH MAIN STREET FULTOH COUATY. IL
CANTON, ILLINOIS 61520 RECORDED OH
08/22/2013 01:25:05PM
WHEN RECORDED MAIL TO: REG FEE: 57, 00
CITY OF CANTON RHSP FEE: 9.00
PAGES: 14
2 NORTH MAIN STREET
CANTON, ILLINOIS 61520
FOR RECORDER'S USE ONLY
This Mortgage prepared by:
Claudon, Kost, Beai, Walters & Lane, LTD.
121 W. Elm Street/P.O. Box 400
Canton, Iilinois 61520
MORTGAGE
MAXIMUM LIEN. At n~ time shall the principal amount of Indebtedness secured by the Mortgage, not
including sums advanced to protect the security of the Mortgage, exceed $800,000.00.
THIS MORTGAGE dated August 21, 2013, is made and executed between PREFERRED-EAGAN I, LLC.,
(referred to below as "Grantor") and CANTON CROSSING CORPORATION (referred to as "Grantor") and
CITY OF CANTON, whose address is 2 NORTH MAIN STREET, CANTON, ILLINOIS 61520 (referred to below as
"Lender").
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; all water, water
rights, watercourses and ditch rights (including stock in utilities with ditch or irrigation rights); and all other rights,
royatties, and profits relating to the real property, including without limitation all minerals, oil, gas, geothermal and similar
matters, (the "Real Pro~aerty") located in FULTON County, State of Illinois:
See EXHIBIT "A", which is attached to this Mortgage and made a part of this Mortgage as if fully set
forth herein.
The Real Property or its address is commonly known as SEE AITACHED LEGAL DESCRIPTIONS, CANTON,
ILLINOIS 61520.
Grantor presently assigns to Lender all of Grantor's right, title, and interest in and to all present and future leases of the
Property and all Rents from the Property. In addition, Grantor grants to Lender a Uniform Commercial Code security
interest in the Personal Property and Rents.
THIS MORTGAGE, INCLUDING THE ASSIGNMENT OF RENTS AND THE SECURITY INTEREST IN THE RENTS
AND PERSONAL PROPERTY, IS GIVEN TO SECURE (A) PAYMENT OF THE INDEBTEDNESS AND (B)
MORTGAGE
(Continued)
-2-
PERFORMANCE OF ANY AND ALL OBLIGATIONS UNDER THE NOTE, 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 pertorm 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. Untit the occurrence of an Event of Default, Grantor may (1) remain in possession and
control of the Property; (2) use, operate or manage the Properly; and (3) collect the Rents from the Property.
Duty to Maintain. Grantor shall maintain the Property in tenantable condition and promptly perform all repairs,
replacements, and maintenance necessary to preserve its value.
Compliance With Environmental Laws. Grantor represents and warrants to Lender that: (1) During the
period of Grantor's ownership of the Property, there has been no use, generation, manufacture, storage,
treatment, disposal, release or threatened release of any Hazardous Substance by any person on, under, about or
from the Property; (2) Grantor has no knowledge of, or reason to believe that there has been, except as previously
disclosed to and acknowledged by Lender in writing, (a) any breach or violation of any Environmental Laws, (b)
any use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous
Substance on, under, about or from the Property by any prior owners or occupants of the Property, or (c) any
actual or threatened litigation or claims of any kind by any person relating to such matters; and (3) Except as
previously disclosed to and acknowledged by Lender in writing, (a) neither Grantor nor any tenant, contractor,
agent or other authorized user of the Property shall use, generate, manufacture, store, treat, dispose of or release
any Hazardous Substance on, under, about or from the Property; and (b) any such activity shall be conducted in
compliance with a!I applicable federal, state and local laws, regulations and ordinances, including without limitation
afl Environmental Laws. Grantor authorizes Lender and its agents to enter upon the Property to make such
inspections and tests, at Grantor's expense, as Lender may deem appropriate to determine compliance of the
Property with this section of the Mortgage. Any inspections or tests made by Lender shall be for Lender's
purposes only and shall not be construed to create any responsibility or liability on the part of Lender to Grantor or
to any other person. The representations and warranties contained herein are based on Grantor's due diligence in
investigating the Property for Hazardous Substances. Grantor hereby (1) releases and waives any future claims
against Lender for indemnity or contribution in the event Grantor becomes liable for cleanup or other costs under
any such laws; and (2) agrees to indemnify, defend, and hold harmless Lender against any and all claims, losses,
liabilities, damages, penalties, and expenses which Lender may directly or indirectly sustain or suffer resulting from
a breach of this s~ction of the Mortgage or as a consequence of any use, generation, manufacture, storage,
disposal, release or threatened release occurring prior to Grantor's ownership or interest in the Property, whether
or not the same vras or should have been known to Grantor. The provisions of this section of the Mortgage,
including the obtigation to indemnify and defend, shall survive the payment of the Indebtedness and the
satisfaction and reconveyance of the lien of this Mortgage and shall not be affected by Lender's acquisition of any
interest in the Property, whether by foreclosure or otherwise.
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. Without limiting the generality of the
foregoing, Grantor will not remove, or grant to any other party the right to remove, any timber, minerals
(including oil and gas), coal, clay, scoria, soil, gravel or rock products without Lender's prior written consent.
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.
MORTGAGE
(Continued)
-3-
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 Properly 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, including without limitation, the Americans With Disabilities Act. 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 or 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.
DUE ON SALE- CONSENT BY LENDER. Lender may, at Lender's option, declare immediately due and payable all sums
secured by this Mortgage upon the sale or transfer, without Lender's prior written consent, of all or any part of the Real
Property, or any interest in the Real Property. A°sale or transfer" means the conveyance of Real Property or any right,
title or interest in the Real Property; whether legal, beneficial or equitable; whether votuntary or involuntary; whether by
outright sale, deed, installment sale contract, land contract, contract for deed, leasehold interest with a term greater than
three (3) years, lease-option contract, or by sale, assignment, or transfer of any beneficial interest in or to any land trust
holding title to the Real Property, or by any other method of conveyance of an interest in the Real Property. If any Grantor
is a corporation, partnership or limited liability company, transfer also includes any change in ownership of more than
twenty-five percent (25%) of the voting stock, partnership interests or limited liability company interest, as the case may
be, of such Grantor. However, this option shall not be exercised by Lender if such exercise is prohibited by federal law or
by Illinois law.
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.
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 this 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 attorneys' 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 obligee 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.
MORTGAGE
(Continued)
-4-
Notice of Construction. Grantor shall notify Lender at least fifteen (15) days before any work is commenced,
any services are furnished, or any materials are supplied to the Property, if any mechanic's lien, materialmen's lien,
or other lien could be asserted on account of the work, services, or materials. Grantor will upon request of Lender
furnish to Lender advance assurances satisfactory to Lender that Grantor can and will pay the cost of such
improvements.
PROPERTY DAMAGE INSURANCE. The following provisions relating to insuring the Property are a part of this
Mortgage:
Maintenance of Insurance. Grantor shall procure and maintain policies of fire insurance with standard
extended coverage endorsements on a replacement basis for the full insurable value covering all Improvernents on
the Real Property in an amount sufficient to avoid application of any coinsurance clause, and with a standard
mortgagee clause in favor of Lender. Grantor shall also procure and maintain comprehensive general liability
insurance in such coverage amounts as Lender may request with Lender being named as additional insureds in
such liability insurance policies. Additionally, Grantor shalt maintain such other insurance, including but not limited
to hazard, business interruption and boiler insurance as Lender may require. Policies shall be written by such
insurance companies and in such form as may be reasonably acceptable to Lender. Grantor shall deliver to Lender
certificates of coverage from each insurer containing a stipulation that coverage will not be cancelled or diminished
without a minimum of thirty (30) days' prior written notice to Lender and not containing any disclaimer of the
insurer's liability for failure to give such notice. Each insurance policy also shall include an endorsement providing
that coverage in favor of Lender will not be impaired in any way by any act, omission or default of Grantor or any
other person. Should the Real Property be located in an area designated by the Director of the Federal Emergency
Management Agency as a special flood hazard area, Grantor agrees to obtain and maintain Federal Flood
Insurance, if available, for the full unpaid principal balance of the loan and any prior liens on the property securing
the loan, up to the maximum policy limits set under the National Flood Insurance Program, or as otherwise
required by Lender, and to maintain such insurance for the term of the loan.
Application of Proceeds. Grantor shall promptly notify Lender of any loss or damage to the Property. Lender
may make proof of loss if Grantor fails to do so within fifteen (15) days of the casualty. Whether or not Lender's
security is impaire.d, Lender may, at Lender's election, receive and retain the proceeds of any insurance and apply
the proceeds to the reduction of the Indebtedness, payment of any lien affecting the Property, or the restoration
and repair of the Property. If Lender elects to apply the proceeds to restoration and repair, Grantor shall repair or
replace the damaged or destroyed Improvements in a manner satisfactory to Lender. Lender shall, upon
satisfactory proof of such expenditure, pay or reimburse Grantor from the proceeds for the reasonable cost of
repair or restoration if Grantor is not in default under this Mortgage. Any proceeds which have not been disbursed
with 180 days after their receipt and which Lender has not committed to the repair or restoration of the Properly
shall be used first to pay any amount owing to Lender under this Mortgage, then to pay accrued interest, and the
remainder, if any, shall be applied to the principal balance of the Indebtedness. If Lender holds any proceeds
after payment in full of the Indebtedness, such proceeds shall be paid to Grantor as Grantor's interests may
appear.
Grantor's Report on Insurance. Upon request of Lender, however not more than once a year, Grantor shall
furnish to Lender a report on each existing policy of insurance showing: (1) the name of the insurer; (2) the risks
insured; (3) the amount of the policy; (4) the property insured, the then current replacement value of such
property, and the manner of determining that value; and (5) the expiration date of the policy. Grantor shall, upon
request of Lender, have an independent appraiser satisfactory to Lender determine the cash value replacement
cost of the Property.
LENDER'S EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender's
interest in the Property or if Grantor fails to comply with any provision of this Mortgage or any Related Documents,
including but not limited to Grantor's failure to discharge or pay when due any amounts Grantor is required to
discharge or pay under this Mortgage or any Related Documents, Lender on Grantor's behalf may (but shall not be
obligated to) take any action that Lender deems appropriate, including but not limited to discharging or paying all
MORTGAGE
(Continued)
-5-
taxes, liens, security interests, encumbrances and other claims, at any time levied or piaced on the Properly and
paying all costs for insuring, maintaining and preserving the Property. Afl such expenditures incurred or paid by
Lender for such purposes will then bear interest at the rate charged under the Note 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 Note and be apportioned
among and be pay,able with any installment payments to become due during either (1) the term of any applicable
insurance policy; or (2) the remaining term of the Note; or (C) be treated as a balloon payment which will be due
and payable at the Note's maturity. The Mortgage also will secure payment of these amounts. Such right shall be
in addition to all other rights and remedies to which Lender may be entitled upon Default.
WARRANTY; DEFENSE OF TITLE. The following provision relating to ownership of the Property are a part of this
Mortgage;
Title. Grantor warrants that: (a) Grantor holds good and marketable title of record to the Property in fee simple,
free and clear of all liens and encumbrances other than 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 Rep~resentations and Warranties. All representations, warranties, and agreements made by
Grantor 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 Grant~r's Indebtedness shall be paid in full.
CONDEMNATION. The following provisions relating to condemnation proceedings are a part of this Mortgage:
Proceedings. If any proceeding in condemnation is filed, Grantor shall promptly notify Lender in writing, and
Grantor shall promptly take such steps as may be necessary to defend the action and obtain the award. 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 its own choice, and Grantor will deliver or cause to be delivered to
Lender such instruments and documentation as may be requested by Lender from time to time to permit such
participation.
Application of I~~t 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.
IMPOSTION OF TAXES, FEES AND CHARGES BY GOVERNMENTAL AUTHORITTES. The following provisions
relating to governmental taxes, fees and charges are a part of this Mortgage:
MORTGAGE
(Continued)
-6-
Current Taxes, Fees and Charges. Upon request by Lender, Grantor shall execute such documents in addition
to this Mortgage and take whatever other action is requested by Lender to perfect and continue Lender's lien on
the Real Property. Grantor shall reimburse Lender for all taxes, as described below, together with all expenses
incurred in recording, perfecting or continuing this Mortgage, including without limitation all taxes, fees,
documentary stamps, and other charges for recording or registering this Mortgage.
Taxes. The following shall constitute taxes to which this section applies: (1) a specific tax upon this type of
Mortgage or upon all or any part of the Indebtedness secured by this Mortgage; (2) a specific tax on Grantor
which Grantor is authorized or required to deduct from payments on the Indebtedness secured by this type of
Mortgage; (3) a tax on this type of Mortgage chargeable against the Lender or the holder of the Note; and (4) a
specific tax on all or any portion of the Indebtedness or on payments of principal and interest made by Grantor.
Subsequent Taxes. If any tax to which this section appties is enacted subsequent to the date of this Mortgage,
this event shall have the same effect as an Event of Default, and Lender may exercise any or all of its available
remedies for an Event of Default as provided below unless Grantor either (1) pays the tax before it becomes
delinquent, or (2) contests the tax as provided above in the Taxes and Liens section and deposits with Lender cash
or a sufficient corporate surety bond or other security satisfactory to Lender.
SECURITYAGREEMENT; FINANCING STATEMENTS. The following provisions relating to this Mortgage as a security
agreement are a part of this Mortgage:
Security Agreement. This instrument shall constitute a Security Agreement to the extent any of the Property
constitutes fixtures, and Lender shall have all of the rights of a secured party under the Uniform Commercial Code
as amended from time to time.
Security Interest. Upon request by Lender, Grantor shall take whatever action is requested by Lender to perfect
and continue Lender's security interest in the Rents and Personal Property. In addition to recording this Mortgage
in the real property records, Lender may, at any time and without further authorization from Grantor, file executed
counterparts, copies or reproductions of this Mortgage as a financing statement. Grantor shall reimburse Lender
for all expenses incurred in perfecting or continuing this security interest. Upon default, Grantor shall not remove,
sever or detach the Personal Property from the Property. Upon default, Grantor shall assemble any Personal
Property not affixed to the Property in a manner and at a place reasonably convenient to Grantor and Lender and
make it available to Lender within three (3) days after receipt of written demand from Lender to the extent
permitted by applicable law.
Addresses. The mailing addresses of Grantor (debtor) and Lender (secured party) from which information
concerning the security interest granted by this Mortgage may be obtained (each as required by the Uniform
Commercial Code) are as stated on the first page of this Mortgage.
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 any time, 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, refiled, 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 this Note, this Mortgage, and
the Related Documents, and (2) the liens and security interests created by this Mortgage as first and prior liens on
the Property, whether now owned or hereafter acquired by Grantor. Unless prohibited by law 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.
MORTGAGE
(Continued)
-7-
Attorney-in-Fact. If Grantor fails to do any of the things referred to in the preceding paragraph, 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. Grantor will pay, if permitted by applicable law, any reasonable termination fee as
determined by Lender from time to time.
REINSTATEMENT OF SECURITY INTEREST. If payment is made by Grantor, whether voluntarily or otherwise, or by
guarantor or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment
(A) to Grantor's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the
relief of debtors, (B) by reason of any judgment, decree or order of any court or administrative body having jurisdiction
over Lender or any of Lender's property, or (C) by reason of any settlement or compromise of any claim made by Lender
with any claimant (including without limitation Grantor), the Indebtedness shall be considered unpaid for the purpose of
enforcement of this Mortgage and this Mortgage shall continue to be effective or shall be reinstated, as the case may be,
notwithstanding any cancellation of this Mortgage or of any note or other instrument or agreement evidencing the
Indebtedness and the Property will continue to secure the amount repaid or recovered to the same extent as if that
amount never had been originally received by Lender, and Grantor shall be bound by any judgment, decree, order,
settlement or compromise relating to the Indebtedness or to this Mortgage.
EVENTS OF DEFAULT. Each of the following, at Lender's option, shall constitute an Event of Default under this
Mortgage:
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 any
payment for taxes,or insurance, or any other payment necessary to prevent filing of or to effect discharge of any
~ien.
Other Defaults. Grantor fails to comply with or to perform any other term, obligation, covenant or condition
contained in this Mortgage or in any of the Related Documents or to comply with or to perform any term,
obligation, covenant or condition contained in any other agreement between Lender and Grantor.
Default in Favor of Third Parties. Should Grantor default under any loan, extension of credit, security
agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that
may materially affect any of Grantor's property or Grantor's ability to repay the Indebtedness or Grantor's ability to
perform Grantor's obligations under this Mortgage or any related document.
False Statements. Any warranty, 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 tf~e time made or furnished or becomes false or misleading at any time thereafter.
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 pertected security interest or lien) at any
time and for any r.eason.
Insolvency. The dissolution or termination of Grantor's existence as a going business, the insolvency of Grantor,
the appointment of a receiver for any part of Grantor's property, any assignment for the benefit of creditors, any
MORTGAGE
(Continued)
-8-
type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or
against Grantor.
Creditor or Forteiture Proceedings. Commencement of foreclosure or forteiture proceedings, whether by
judicial proceeding, self-help, repossession or any other method, by any creditor of Grantor or by any
governmental agency against any property securing the Indebtedness. This includes a garnishment of any of
Grantor's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if
there is a good faith dispute by Grantor as to the validity or reasonableness of the claim which is the basis of the
creditor or forteiture proceeding and if Grantor gives Lender written notice of the creditor or forfeiture proceeding
and deposits with Lender monies or a surety bond for the creditor or forteiture proceeding, in an amount
determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute.
Breach of Other Agreement. Any breach by Grantor under the terms of any other agreement 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.
Adverse Change. A materiat adverse change occurs in Grantor's financial condition, or Lender believes the
prospect of payment or performance of the Indebtedness is impaired.
Insecurity. Lender in good faith believes itself insecure.
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 any 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.
UCC Remedies. With respect to all or any part of the Personal Property, Lender shall have all the rights and
remedies of a secured party under the Uniform Commercial Code.
Collects Rents. Lender shall have the right, without notice to Grantor, to take possession of the Property and
collect the Rents, including amounts past due and unpaid, and apply the net proceeds, over and above Lender's
costs, against the Indebtedness. In furtherance of this right, Lender may require any tenant or other user of the
Property to make payments of rent or use fees directly to Lender. If the Rents are collected by Lender, then
Grantor irrevocabl~y designates Lender as Grantor's attorney-in-fact to endorse instruments received in payment
thereof in the name of Grantor and to negotiate same and collect the proceeds. Payments by tenants or other
users to Lender in response to Lender's demand shall satisfy the obligations for which the payments are made,
whether or not any proper grounds for the demand existed. Lender may exercise its rights under this
subparagraph either in person, by agent, or through a receiver.
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.
]udicial Foreclosure. Lender may obtain a judicial decree foreclosing Grantor's interest in all or any part of the
Property.
MORTGAGE
(Continued)
-9-
Deficiency ~udgment. 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 Note 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 marshalled. In exercising its rights and remedies, Lender shall be free to se~l 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.
Notice of Sale. Lender shall give Grantor reasonable notice of the time and place of any public sale of the
Personal Property or of the time after which any private sale or other intended disposition of the Personal Properly
is to be made. Reasonable notice shall mean notice given at least ten (10) days before the time of the sale or
disposition. Any sale of the Personal Properly may be made in conjunction with any sale of the Real Property.
Election of Remedies. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy,
and an election to make expenditures or to take action to perform an obligation of Grantor under this Mortgage,
after Grantor's failure to perform, shall not affect Lender's right to declare a default and exercise its remedies.
Nothing under this Mortgage or otherwise shall be construed so as to limit or restrict the rights, remedies available
to Lender following an Event of Default, or in any way to limit or restrict the rights and ability of Lender to proceed
directly against Grantor and/or against any other co-maker, surety or endorser and/or to proceed against any
other collateral directly or indirectly securing the Indebtedness.
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 appeat. 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 Note 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), surveyor~' reports, and appraisal fees and title insurance, to the extent permitted by applicable law.
Grantor also will pay any court costs, 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 party may change its address for notices under this Mortgage by giving formal written notice to the other parties,
specifying that the purpos~e of the notice is to change the party'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.
MISCELLANEOUS PROVISIONS. The following misceltaneous provisions are a part of this Mortgage:
Amendments. This Mortgage, together with any Related Documents, constitutes the entire understanding and
agreement of the parties as to the matters set forth in this Mortgage. No alteration of or amendment to this
MORTGAGE
(Continued)
-10-
Mortgage shall be effective unless given in writing and signed by the party or parties sought to be charged or
bound by the alteration or amendment.
Annual Reports. If the Property is used for purposes other than Grantor's residence, Grantor shall furnish to
Lender, upon request, a certified statement of net operating income received from the Property during Grantor's
previous fiscal year in such form and detail as Lender shall require. ~~Net operating income" shall mean all cash
receipts from the Property less all cash expenditures made in connection with the operation of the Property.
Caption Headings. Caption headings in this Mortgage are 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.
Choice of Venue. If there is a lawsuit, Grantor agrees upon Lender's request to submit to the jurisdiction of the
courts of FULTON County, State of Illinois.
No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Mortgage unless such
waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right
shall operate as a vvaiver of such right or any other right. A waiver by Lender of a provision of this Mortgage shall
not prejudice or constitute a wavier of Lender's right otherwise to demand strict compliance with that provision or
any other provision of this Mortgage. No prior waiver by Lender, nor any course of dealing between Lender and
Grantor, shall constitute a waiver of any of Lender's rights or of any of Grantor's obligations as to any future
transactions. Whenever the consent of Lender is required under this Mortgage, the granting of such consent by
Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is
required and in all cases such consent may be granted or withheld in the sole discretion of Lender.
Severability. If a court of competent jurisdiction finds any provision of this Mortgage to be illegal, invalid, or
unenforceable as to any circumstance, that finding shall not make the offending provision illegal, invalid or
unenforceable as to any other circumstance. If feasible, the offending provision shall be considered modified so
that it becomes legal, valid and enforceable. If the offending provision cannot be so modified, it shall be
considered deleted from this Mortgage. Unless otherwise required by law, the illegality, invalidity, or
unenforceability of any provision of this Mortgage shall not affect the legality, validity or enforceability of any other
provision of this Mortgage.
Merger. There shall be no merger of the interest or estate created by this Mortgage with any other interest or
estate in the Properly 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 release and waives all rights and benefits of the homestead
exemption laws of the State of Illinois as to all Indebtedness secured by this Mortgage.
Subordination. Not withstanding anything in this Agreement to the contrary, the Mortgage given by Grantor to
Lender shall remain subordinate to the lien of LZ Ventures, LLC, dated May 21, 2013 or any other Mortgage that
' MORTGAGE
(Continued)
-11-
replaces LZ Ventures, LLC, for the principal balance owed at the time of replacement. This subordination is limited
to sums that do not exceed $1,000,000.00 in the aggregate as of May 21, 2013 or any principal amount less than
said sum at the time of replacement whichever is less.
DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Mortgage.
Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the
United States of America. Words and terms used in the singular shall include the plural, and the plural shall include the
singular, as the context may require. Words and terms not otherwise defined in this Mortgage shall have the meanings
attributed to such terms of the Uniform Commercial Code:
Borrower. The word "Borrower" means PREFERRED~AGAN I, LLC AND CANTON CROSSING CORPORATION and
includes all co-signers and co-makers signing the Note and all their successors and assigns.
Default. The word ~~Default" means the Default set forth in this Mortgage in the section titled °Default".
Environmental Laws. The words "Environmental Laws" mean any and all state, federal and local statutes,
regulations and ordinances relating to the protection of human health or the environment, including without
limitation the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42
U.S.C. Section 9601, et seq. ("CERCLA"), the Superfund Amendments and Reauthorization Act of 1986, Pub. L. No.
99-499 (~~SARA"), the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the Resource
Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., or other applicable state or federal laws, rules, or
regulations adopted pursuant thereto.
Event of Default. The words "Event of Default" mean any of the events of default set forth in this Mortgage in
the events of default section of this Mortgage.
Grantor. The word ~~Grantor" means PREFERRED-EAGAN I, LLC AND CANTON CROSSING CORPORATION
Hazardous Sub$tances. The words ~~Hazardous Substances" mean materials that, because of their quantity,
concentration or physical, chemical or infectious characteristics, may cause or pose a present or potential hazard
to human health or the environment when improperly used, treated, stored, disposed of, generated,
manufactured, transported or otherwise handled. The words "Hazardous Substances" are used in their very
broadest sense and include without limitation any and all hazardous or toxic substances, materials or waste as
defined by or listed under the Environmental Laws. The term "Hazardous Substances" also includes, without
limitation, petroleum, and petroleum by-products or any fraction thereof and asbestos.
Improvements. The word ~~Improvements" mean all existing and future improvements, buildings, structures,
mobile homes affixed on the Real Property, facilities, additions, r~placements and other construction on the Real
Property.
Indebtedness. The word "Indebtedness" means all principal, interest, and other amounts, costs and expenses
payable under the Note or Related Documents, together with all renewals of, extensions of, modifications of,
consolidations of a~nd substitutions for the Note or Related Documents and any amounts expended or advanced by
Lender to dischar~e 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.
Lender. The word ~~Lender" means CITY OF CANTON, its successors and assigns. Lender's address is 2 North
Main Street, Canton, Illinois 61520. Lender is the mortgagee under this Agreement.
Mortgage. The word °Mortgage" means this Mortgage between Grantor and Lender.
MORTGAGE
(Continued)
-12-
Note. The word "Note" means the promissory note dated August 21, 2013. The Note states that Grantor owes
Lender EIGHT HUNDRED THOUSAND dollars and 00 cents 800~000.00) plus interest. Said Note will mature
on December 31, 2021.
Personal Property. The words "Personai Property" mean all equipment, fixtures, and other articles of personal
property now or hereafter owned by Grantor, and now or hereafter attached or affixed to the Real Property;
together with all accessions, parts, and additions to, all replacements of, and all substitutions for, any of such
property; and tog'ether with all proceeds (including without limitation all insurance proceeds and refunds of
premiums) from any sale or other disposition of the Property.
Property. The word ~~Property" means collectively the Real Property and the Personal Properly.
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 Redevelopment Agreement dated May 21~, 2013,
between the parties to this Mortgage, all promissory notes, credit agreements, loan agreements, environmental
agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and
all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with
the Indebtedness.,
Rents. The word, °Rents" means all present and future rents, revenues, income, issues, royalties, profits, and
other benefits derived from the Property.
GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS MORTGAGE, AND GRANTOR
AGREES TO ITS TERMS.
GRANTOR:
PREFERREo-EAGAN I, L, Illinois Limited Liability Corporation
By:
Evan Oliff, P sident
CANTON CROSSING CO O N, an Illinois Corporation
By:
Evan Oliff, Pr sident
, •
MORTGAG E
(Continued)
-13-
CORPORATE ACKNOWLEDMENT
STATE OF ILLINOIS )
) SS
COUNTY OF FULTON )
On this 215t day of August, 2013 before me, the undersigned Notary Public, personally
appeared EVAN OLIFF, President of CANTON CROSSING CORPORATION and Manager of
PREFERRED-EAGAN I, LLC, and known to me to be authorized agents of the Corporation
and LLC that executed the Mortgage and acknowledged the Mortgage to be the free and
voluntary act and deed of the Corporation and LLC, by authority of its Bylaws or by
Resolution of its Board of Directors or any other authority granted by the Borrowers, for
the uses and purposes therein mentioned, and on oath stated that they are authorized
to execute this Mortgage and in fact executed the Mortgage on behalf of the Corporation
and C.
BY . Residing at ~v , Illinois
Notary Public in and for the State of Illinois
My Commission expires Q~ l- l Q
OFFICIAL SEAL
DIANA L PAVLEY
NOTARY PUBLIC - STATE OF ILLINOIS
MY COMNIISSION EXPIRES:06/13116
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MORTGAGE
(Continued)
-14-
EXHIBIT A
LEGAL DESCRIPTION
A PART OF THE SOUTHWEST ~/a OF SECTION 25, TOWNSHIP 7 NORTH, RANGE 4 EAST
OF THE FOURTH PRINCIPAL MERIDIAN, FULTON COUNTY, ILLINOIS, DESCRIBED AS
FOLLOWS AND BEARINGS ARE FOR DESCRIPTIVE PURPOSES ONLY: COMMENCING AT
A CONCRETE MARKER AT THE NORTHEAST CORNER OF THE NORTHWEST ~/4 OF THE
SOUTHWEST 1/a OF SECTION 25; THENCE ALONG THE EAST LINE OF SAID NORTHEAST
'/a BEARING SOUTH 0 DEGREES 06 MINUTES 39 SECONDS WEST, A DISTANCE OF
1009.28 FEETTO AN IRON PIN AND THE POINT OF BEGINNING; THENCE CONTINUING
ALONG SAID EAST LINE BEARING SOUTH 0 DEGREES, 06 MINUTES 39 SECONDS WEST
A DISTANCE OF 329.50 FEET TQ AN IRON PIN ON THE NORTH LINE OF EAST
CHESTNUT STREET; THENCE ALONG SAID NORTH LINE BEARING NORTH 88 DEGREES
03 MINUTES 19 SECONDS WEST, A DISTANCE OF 660.00 FEET TO AN IRON PIN;
THENCE ALONG SAID NORTH LINE BEARING NORTH 2 DEGREES 22 MINUTES 26
SECONDS EAST, A DISTANCE OF 328.00 FEEI- TO AN IRON PIN; THENCE BEARING
SOUTH 88 DEGREES 10 MINUTES 26 SECONDS EAST, A DISTANCE OF 647.00 FEETTO
THE POINT OF BEGINNING.
P.I.N 09-08-25-301-017
COMMONLY KNOWN AS 1741 E. CHESTNUT STREET, CANTON, ILLINOIS 61520
5
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JAttES I. N�LSON
' �Ol(NTY CLERK � RECOt�fiER
F`ULTON t��UHTY, IL
RECORt�EG !7N
iD9f�D8/2014 11:06:43AH
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SUBORDINATION OF REAL ESTATE MORTGAGE
WHEREAS, Preferred Eagan I LLC, an Illinois limited liability company, granted a mortgage and
assignment of rents ("First Mortgage") in favor of LZ Ventures, LLC, an Illinois limited liability company,
affecting certain property("Property")located at 1741 East Chestnut Street, Illinois and legally described on
Exhibit A attached hereto and made a part hereof;
WHEREAS, the First Mortgage secured a note in the principal amount of$840,000, and is dated
May 29, 2013 and recorded with the Fulton County Recorder of Deeds on June 10, 2013 as document
#1354520;
WHEREAS, Preferred Eagan I LLC and Canton Crossing Corporation, an Illinois corporation,
granted a mortgage ("City Mortgage") in favor of the City of Canton, an Illinois municipal corporation
("City"), affecting the Property, the City Mortgage being junior and inferior to the lien created by the First
Mortgage;
WHEREAS, the City Mortgage secured a note in the principal amount of$800,000, and is dated
August 21, 2013 and recorded with the Fulton County Recorder of Deeds on August 22, 2013 as document
#1355812;
WHEREAS, MidAmerica National Bank(`Bank")has agreed to make a loan to Preferred Eagan I
LLC, and said party has agreed to execute and to deliver to the Bank a note in the principal amount not to
exceed$840,000 with interest and costs thereon as may be provided,and a mortgage and assignment of rents
in favor of the Bank,as security for the payment of said note;and
WHEREAS,the mortgage("Bank Mortgage")in favor of the Bank shall replace the lien of the First
Mortgage, and as a condition of the closing of the loan,the Bank has requested that the City subordinate the
lien of the City Mortgage to the lien of the Bank Mortgage to be executed by Prefened Eagan I LLC in favor
of the Bank as such is described in the preceding paragraph.
WHEREAS,the City of Canton has received a copy of and had the opportunity to review the Bank
Mortgage,and the City is familiar with the terms of the Bank Mortgage.
NOW THEREFORE, in consideration of the premises and of the sum of One Dollar ($1.00) in
hand paid,the City does hereby covenant and agree with the Bank that the lien of the City Mortgage upon the
Property shall be and remain at all times a second lien subordinate to the lien thereon of the Bank Mortgage
to be executed in favor of the Bank to secure a note in the principal amount not to exceed $840,000 to the
Bank with interest and costs thereon as may be provided. AIl proceeds from rents, awards, payments, and
insurance proceeds shall be subject to said subordination agreement.
SFGH:4825-4375-2732v i
. �
IN WITNESS WHEREOF,the City hereby executes this Subordination of Real Estate Mortgage
this�/'�fiay of__�r,f'� ,2014.
l� �
Mayor, of C•
STATE OF ILLINOIS
COUNTY OF FULTON
The undersigned, a Notary Public in and for said County, in the State aforesaid,does hereby certify
that Jeff Fritz, personally known to me to be the same person whose name is subscribed to the foregoing
instrument appeared before me this day in person and acknowledged that he, being duly authorized, signed
and delivered said instrument as his free and voluntary act and as the free and voluntary act of the City of
Canton,for the uses and purposes therein set forth.
GIVEN under my hand and notarial seal this ��day of �,t �c� , 14. '
(NOTARIAL SEAL) °' �
Notary ic
��P� �� My commission expires: � (��?��
NOTARY PUBUC-STATE pF 4,UNplg
MY COMMISSION EXPIRES:10�D2/17
Prepared by:
Mark Lenz
Fisher Cohen Waldman Shapiro LLP
1247 Waukegan Rd—Ste 100
Glenview,Illinois 60025
g�P �!�r ,r� �_i"� 'i�TiTi � r .p���^�,���r
After recordin lease return to: i`,T . �I �i � �
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ityAttorney 1a''.ri:�::;��;�,, i:�i��i�:� G�^"i87
C� of Canton
2 No ain Street
Canton,Il ' 61520
SFGH:4825-4375-2732v I
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EXHIBIT "A"
A PART OF THE SOUTHWEST 1/4 OF SECTION 25, TOWNSHIP 7 NORTH, RANGE 4 EAST OF
THE FOURTH PRINCIPAL MERIDIAN,FULTON COUNTY, ILLINOIS,DESCRIBED AS
FOLLOWS AND BEARINGS ARE FOR DESCRIPTIVE PURPOSES ONLY:
COMMENCING AT A CONCRETE MARKER AT THE NORTHEAST CORNER OF THE
NORTHWEST 1/4 OF THE SOUTHWEST 1/4 OF SECTION 25; THENCE ALONG THE EAST LINE
OF SAID NORTHEAST 1/4 BEARING SOUTH 0 DEGREES 06 MINUTES 39 SECONDS WEST,A
DISTANCE OF 1009.28 FEET TO AN IRON PIN AND THE POINT OF BEGINNING; THENCE
CONTINUING ALONG SAID EAST LINE BEARING SOUTH 0 DEGREES 06 MINUTES 39
SECONDS WEST A DISTANCE OF 329.50 FEET TO AN IRON PIN ON THE NORTH LINE OF
EAST CHESTNUT STREET; THENCE ALONG SAID NORTH LINE BEARING NORTH 88
DEGREES 03 MINUTES 19 SECONDS WEST, A DISTANCE OF 660.00 FEET TO AN IRON PIN;
THENCE ALONG SAID NORTH LINE BEARING NORTH 2 DEGREES 22 MINUTES 26 SECONDS
EAST, A DISTANCE OF 328.00 FEET TO AN IRON PIN; THENCE BEARING SOUTH 88
DEGREES 10 MINUTES 26 SECONDS EAST,A DISTANCE OF 647.00 FEET TO THE POINT OF
BEGINNING.
Property address: 1741-73 E Chesmut Street, Canton, IL 61520
Tax Number: 09-08-25-301-017