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THIS AGREEMENT is made this ___th day of ______, 2_____ between ____________________________("Guarantor") and the City of Urbandale, Iowa ("Franchising Authority"), and ___________________________ ("Company").
WHEREAS, Guarantor is the parent of Company; and whereas, Guarantor has a substantial interest in the System and the conduct of the Company in complying with the Franchise and any and all amendments thereof and any agreements related thereto, which Franchise and amendments are hereby specifically referred to, incorporated herein, and made a part hereof; and
WHEREAS, the Guarantor desires to provide its unconditional guaranty to fulfill the faithful payment and performance of the Company's obligations under the Franchise; and
NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt, the receipt and sufficiency of which are hereby acknowledged, Guarantor hereby unconditionally guarantees the due and punctual payment and performance of all of the debts, liabilities and obligations of Company contained in the Franchise.
The Agreement, unless terminated, substituted, or canceled, as provided herein, shall remain in full force and effect for the duration of the term of the Franchise, except as expressly provided otherwise in the Franchise.
Upon substitution of another Guarantor reasonably satisfactory to the Franchising Authority, this Agreement shall be terminated, substituted, or canceled upon thirty (30) days prior written notice from Guarantor to the Franchising Authority and the Company.
Such termination shall not affect liability incurred or accrued under the Agreement prior to the effective date of such termination or cancellation.
The Guarantor shall pay or reimburse the Franchising Authority for all reasonable costs and expenses (including reasonable attorneys' fees and legal expenses) incurred by the Franchising Authority in connection with the protection, defense or enforcement of this guaranty in any arbitration, litigation or bankruptcy or insolvency proceedings.
The Guarantor will not assert, plead or enforce against the Franchising Authority any defense of discharge in bankruptcy of the Company, statute of frauds, or unenforceability of the Guaranty which may be available to the Company or any other person liable in respect of any Indebtedness, or any setoff available against the Franchising Authority to the Company or any such other person, whether or not on account of a related transaction.
Any notices given pursuant to this Agreement shall be addressed to the Guarantor and Company at _______________________________________________________________________ and the Franchising Authority at 3600 86th Street, Urbandale, IA 50322.
IN WITNESS WHEREOF, the Company, Franchising Authority, and Guarantor have executed this Corporate Guaranty as of the day, month and year first above written.
CITY OF URBANDALE, IOWA
(Ord. 2015-20, passed 11-10-2015)