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1635 EverBank/Integrity Mayfair Golf Course / (2 - ) 5 ,tN —1877-9 FINANCE TRANSMITTAL MEMORANDUM TO: City Clerk RE: Request for Services The item(s) noted below is/are attached and forwarded to your office for the following action(s): I I Development Order ❑ Mayor's signature ❑ Final Plat (original mylars) Recording Letter of ❑ Credit ❑ Rendering ❑ Maintenance Bond Safe keeping(Vault) Ordinance Performance Bond Resolution Once completed, please: Return original Return copy II Spec'- Instructions: AV I , l Please advise if you have any q - ions regarding the above. Thank you! tJAI4ALA' Fr D.to T:\Dept_forms\City Clerk Transmittal Memo-2009.doc EverBank GUARANTY COMMERCIAL FINANCE' GUARANTY,dated December ,2013,made by CITY OF SANFORD,a municipal corporation organized and existing under the laws of the State of Florida(the"Guarantor"),in favor of EVERBANK COMMMERCIAL FINANCE,INC.("ECF"),a Delaware corporation. PRELIMINARY STATEMENTS: (1)ECF has entered into, or may from time to time enter into, various equipment leases, conditional sale contracts, security agreements, or other agreements with and/or accept notes from IGC-Mayfair Country Club, LLC ("Obligor") a limited liability company organized and existing under the laws of the State of Florida(such agreements, as amended from time to time, being the"Credit Agreements,"and each a "Credit Agreement;"the terms defined therein and not otherwise defined herein being used herein as therein defined). (2) It is a condition precedent to the execution of a Credit Agreement that the Guarantor shall have executed and delivered this Guaranty. NOW,THEREFORE, in consideration of the premises contained herein and in order to induce ECF to enter into such Credit Agreement,the Guarantor hereby agrees as follows: SECTION 1. Guaranty. Subject to Section 11 below, the SECTION 3. Waiver of Subroaation and Contribution; Guarantor irrevocably and unconditionally guarantees the full and Acknowledgment of Benefit Received. The Guarantor hereby prompt performance by Obligor of all obligations which Obligor may irrevocably waives any claim or other rights which it may now or presently or hereafter have to ECF under the Credit Agreements, hereafter acquire against Obligor that arise from the existence, and the punctual payment when due, whether at stated maturity, by payment, performance or enforcement of the Guarantor's obligations acceleration or otherwise, of all monies payable by the Obligor to under this Guaranty, including any right of subrogation and ECF under the Credit Agreements, whether for principal, interest, contribution. The Guarantor acknowledges that it will receive rent, indemnification, fees, taxes, expenses, charges or otherwise direct and indirect benefits from the financing arrangements (such payment and other obligations being the "Obligations"), and contemplated by the Credit Agreements and that the waiver set agrees to pay any and all expenses (induding counsel fees and forth in this paragraph is knowingly made in contemplation of such expenses) incurred by ECF in enforcing any rights under the Credit benefits. Agreement or this Guaranty. Without limiting the generality of the foregoing, the Guarantor's liability shall extend to all amounts which SECTION 4. Waiver of Jury Trial, THE GUARANTOR WAIVES constitute part of the Obligations and would be owed by Obligor to ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING ECF but for the fact that they are unenforceable or not allowable due OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT to the existence of a bankruptcy, reorganization or similar proceeding OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS involving Obligor. This is a continuing guaranty of payment and not GUARANTY OR THE ACTIONS OF ECF IN THE NEGOTIATION, of collection. ADMINISTRATION OR ENFORCEMENT THEREOF. SECTION 2. Guaranty Absolute. The obligations of the SECTION 5. Representations and Warranties. The Guarantor Guarantor under this Guaranty are independent of the Obligations, hereby represents and warrants as follows: and a separate action or actions may be brought against the (a) Guarantor is an entity duly organized,validly existing and in good Guarantor to enforce this Guaranty, irrespective of whether any standing under the laws of the state of its organization, and is duly action is brought against Obligor or whether Obligor is joined in any authorized and empowered to execute and deliver this Guaranty and such action or actions. The liability of the Guarantor under this any other document required or necessary to be delivered pursuant Guaranty shall be absolute and unconditional irrespective of: to this Guaranty, and to fulfill and comply with the terms, conditions (i) any lack of validity or enforceability of the Credit Agreements; and provisions hereof and thereof; each such guaranty, document, (ii) any change in the time, manner or place of payment of,or in any instrument or certificate has been(or will be at the time of its delivery) other term of, all or any of the Obligations, or any other amendment duly authorized, executed and delivered and constitutes or will or waiver of the Credit Agreements, including, without limitation, constitute (at the time of its delivery) a valid, legal and binding any increase in the obligation of Guarantor, enforceable in accordance with its terms, Obligations resulting from the extension of additional credit to Obligor subject only to laws relating to bankruptcy or creditors' rights in or otherwise; general; (iii) any taking,exchange,release or non-perfection of any collateral, (b) Neither the execution and delivery of this Guaranty, nor the or any taking, release or amendment or waiver of, or consent to consummation of the transactions herein contemplated, nor the departure from,any other guaranty,for all or any of the Obligations; fulfillment of or compliance with the terms and provisions hereof will (iv) any manner of application of collateral,or proceeds thereof,to all conflict with or result in a breach of any of the terms, conditions or or any of the Obligations, or any manner of sale or other disposition provisions of the organizational documents or the by-laws or operating of any collateral for all or any of the Obligations or any other assets agreement of Guarantor, as the case may be, or of any of Obligor; bond, debenture, note, mortgage, indenture, agreement or other (v) any change, restructuring or termination of the corporate instrument to which Guarantor is now a party or by which it or its structure or existence of Obligor;or property is bound, or constitute (with the giving of notice or the (vi) any other circumstance which might otherwise constitute a passage of time,or both)a default thereunder; defense available to,or a discharge of,Obligor or a guarantor. (c) Neither the execution and delivery by Guarantor of this This Guaranty shall continue to be effective or be reinstated, as the Guaranty nor the consummation of the transactions herein case may be, if at any time any payment of any of the Obligations is contemplated nor the fulfillment of or compliance with the terms rescinded or must otherwise be returned by ECF upon the and provisions hereof will conflict with or result in a breach of any insolvency, bankruptcy or reorganization of Obligor or otherwise, all of the terms,conditions or as though such payment had not been made. provisions of any law, regulation, order, injunction or decree of any court binding upon Guarantor; City of Sanford a (d) No registration with, or consent, approval or other authorization All such notices and other communications shall be effective, if or order by, any court, administrative agency or other governmental mailed, when sent and, if delivered, when received by the party to authority of the United States of America or any state thereof or of whom it is given. any other applicable governmental authority in any other jurisdiction is or will be required in connection with the execution, delivery, SECTION 8. No Waiver: Remedies. No failure on the part of either performance or consummation by Guarantor of the transactions party to exercise, and no delay in exercising, any right hereunder contemplated by this Guaranty, except such as has been obtained, shall operate as a waiver thereof; nor shall any single or partial given or accomplished; exercise of any right hereunder preclude any other or further exercise (e) There are no actions, suits, or proceedings pending, or to the thereof or the exercise of any other right. The remedies herein knowledge of Guarantor threatened, against or affecting the provided are cumulative and not exclusive of any remedies provided Guarantor in any court, or before any arbitrator of any kind, or by law. before or by any governmental body, which if determined adversely to Guarantor would materially adversely affect the financial SECTION 9. Continuina Guaranty: Assianments under Credit condition or operations of Guarantor,or the ability of the Guarantor to Aareements. This Guaranty is a continuing guaranty and shall (i) perform their obligations under this Guaranty; (ii)there is no litigation remain in full force and effect until the payment in full of the pending or, to the knowledge of Guarantor threatened which may Obligations and all other amounts payable under this Guaranty, (ii) affect the legality, validity or enforceability of this Guaranty or any be binding upon the Guarantor, its successors and assigns, and (iii) transaction contemplated hereby; (iii)Guarantor is not in default with inure to the benefit of, and be enforceable by, ECF and its respect to any order of any court, arbitrator or governmental body. successors, transferees and assigns. Without limiting the generality Notwithstanding the foregoing, nothing in this Agreement or any of the foregoing clause (iii), ECF may assign or otherwise transfer all action relating to this Agreement shall be construed as the City's or any portion of its rights and obligations under the Credit waiver of sovereign immunity beyond the limits of Section 768.28, Agreements to any other person or entity, and such other person or Florida Statutes, or deemed to affect the rights, privileges, and entity shall thereupon become vested with all the benefits in respect immunities of the City as set forth in Section 768.28, Florida thereof granted to ECF herein or otherwise. Statutes. SECTION 10. Governina Law. This Guaranty shall be govemed SECTION 6. Amendments. Etc. No amendment or waiver of any by, and construed in accordance with, the laws of the State of provision of this Guaranty, and no consent to any departure by the Florida,without regard to the conflict of laws principles thereof. Guarantor herefrom, shall in any event be effective unless the same shall be in writing and signed by ECF, and then such waiver or SECTION 11. Conditional Guaranty: Assumption of Credit consent shall be effective only in the specific instance and for the Aareements, Notwithstanding anything herein to the contrary, this specific purpose for which given. Guaranty shall be of no force and effect unless the Mayfair Country Club Operations Management Agreement, dated October 1, 2013, SECTION 7. Addresses for Notices. All notices and other expires or terminates, by reason of default, convenience, or communications provided for hereunder shall be in writing and otherwise, prior to its stated maturity of September 30, 2018. Upon mailed or delivered, if to the Guarantor, at its address set forth written notice to ECF, Guarantor may elect to satisfy its liability below, and if to ECF, at its address specified in the Credit hereunder by curing any default(s) of Obligor and assuming its Agreements, or, as to either party, at such other address as shall Obligations remaining under the Credit Agreements. be designated by such party in a written notice to the other party. IN WITNESS WHEREOF,the Guarantor has caused this Guaranty to be duly executed and delivered by'• o,icer thereunto duly authorized as of the date first above written. CITY OF SANFORD Guarantor Attested by: 0 By: /I re01111 Name: ay r rtv Print Name/Title: V, Ir * • t Ivor Title: C Address: ))UU M , Ptrk /Wad Tax Payer ID Number: kv00015 City of Sanford 1 fe EverBank CERTIFICATE OF INCUMBENCY COMMERCIAL FINANCE' CERTIFICATE OF INCUMBENCY ISSUED TO Lessor: EverBank Commercial Finance, Inc. Master Equipment Lease Number: 41010667 The undersigned hereby certifies that (1) he/she is the duly elected, qualified and acting Secretary of CITY OF SANFORD (Municipality), and in such capacity the Custodian of its municipal records, (2) the following person(s) are/is the duly elected, qualified and officers of said Municipality holding the office indicated opposite his/her respective name and the signature appearing opposite his/her respective name is the genuine sig .ture of such person and (3) he/she is duly empowered and authorized on behalf of the Municipality to negotiat: .rocure and execute such contracts, agreements and other documents as are necessary in his/her opinion to d. . .iness with the Lessor. NAME OFFICE SIGNA RE �4L Tri pie- , i OUmm�ssi��n -Fame I IF IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of this Corporation this day of 4.. , 20_) X gsAA Secretary CA-Tt. CA-a- C-1 C H.-4---1•-∎ f70- ri.r Print Name Certificate of Incumbency-MELA V22 01012012