Page E-15
Exhibit 10.11
GUARANTY
THIS GUARANTY is given as of the ___ day of February, 2001, by Integrated
Spatial Information Solutions, Inc., a Colorado corporation having its
administrative offices at Plaza Center, 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000,
Xxxxxx, Xxxxxxxx 00000 ("ISIS"), in favor of Human Vision L.L.C., a Maryland
limited liability company having its principal office at 0000 Xxxxxxxxxxxx
Xxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxxx 00000 ("Human Vision").
RECITALS:
A. ISIS is the sole shareholder of PlanGraphics, Inc., a Maryland
corporation having its principal office at 000 Xxxx Xxxx Xxxxxx, Xxxxxxxxx,
Xxxxxxxx 00000 ("PlanGraphics").
B. PlanGraphics desires to extend its financing arrangement ("Loan") with
National City Bank of Kentucky ("Bank") under that certain loan agreement,
security agreement and related instruments between PlanGraphics and the Bank
dated November 5, 1999 ("Loan Documents") for financing the operation of its
business.
C. As a condition to extending the Loan, the Bank has required that
PlanGraphics obtain a letter of credit in the amount of $325,000 that will be
available to the Bank if an event of default occurs under the Loan Documents or
if the Loan is not repaid in full by April 30, 2001 ("Letter of Credit").
D. Human Vision is willing to obtain the Letter of Credit from its banking
sources, but only if, among other things, (i) PlanGraphics will indemnify Human
Vision against any draws or other claims that may be presented under the Letter
of Credit and (ii) ISIS will guarantee PlanGraphics' indemnification as set
forth in this Guaranty.
Page E-16
E. The providing of the financing is of substantial benefit to ISIS, as the
sole shareholder of PlanGraphics, and therefore ISIS desires to guarantee
PlanGraphics' obligations to indemnify Human Vision.
WITNESSETH:
Now, therefore, in consideration of the foregoing and other good and
valuable consideration, the receipt of which is hereby acknowledged, ISIS agrees
as follows:
1. Obligation. ISIS hereby guarantees, absolutely and unconditionally, to
Human Vision, the prompt and complete payment by PlanGraphics of all amounts,
including without limitation principal, interest, penalties, attorney fees,
costs and expenses ("Indemnity Obligations"), that become due under that certain
indemnity agreement of even date herewith between PlanGraphics and Human Vision
("Indemnity Agreement").
2. Consideration. As consideration for obtaining the Letter of Credit, ISIS
shall pay to Human Vision the consideration set forth in the Consideration
Agreement for Standby Letter of Credit and Loan to ISIS dated February ___, 2001
and executed by ISIS and PlanGraphics, which is incorporated herein by
reference.
3. Limit. ISIS's maximum liability under this Guaranty shall be an amount
equal to PlanGraphics' maximum liability under the Indemnity Agreement, plus
costs of collecting the Indemnity Obligations, including without limitation
reasonable attorneys' fees.
Page E-17
4. Security. ISIS shall secure its obligations under this Guaranty by
pledging its one share of common stock of PlanGraphics, which ISIS represents
and warrants is all of the issued and outstanding stock of PlanGraphics, in
accordance with the terms and conditions of that certain stock pledge agreement
of even date herewith between ISIS and Human Vision ("Stock Pledge Agreement").
5. Term of Guaranty. This Guaranty shall terminate upon the earlier of (a)
the date on which the Indemnity Agreement terminates, provided no Indemnity
Obligations are unpaid at that time, or (b) the date on which all the Indemnity
Obligations have been paid or otherwise discharged. However, termination shall
not affect ISIS's liability for any obligation which accrued prior the
termination date.
6. Modification. PlanGraphics may enter into any modification of the
Indemnity Agreement without first obtaining ISIS's written consent, and no such
modification shall in any manner affect the liability of ISIS under this
Guaranty. ISIS shall have the benefit of any modification of the obligations of
PlanGraphics under the Indemnity Agreement, and shall also have the benefit of
any settlement, compromise, or adjustment of any Indemnity Obligations arising
out of such modification.
7. Effect. This is a guarantee of payment and not merely a guarantee of
collection. ISIS's liability under this Guaranty is not contingent upon the
pursuit of any remedies against PlanGraphics or any other person.
Page E-18
8. Waiver. ISIS hereby waives: (a) notice of acceptance of this Guaranty by
Human Vision, or of Human Vision' reliance upon this Guaranty; (b) protest,
presentment, demand for payment, notice of default or nonpayment, notice of
dishonor; and (c) nonperformance or nonpayment by PlanGraphics of any of the
Indemnity Obligations.
9. Investigation. ISIS has been furnished with all information relating to
PlanGraphics and its financial condition that it has requested, and ISIS has had
an opportunity to obtain such information as it considers desirable for an
independent verification of the accuracy of any information furnished to it.
ISIS warrants that it has relied exclusively on its own investigation of these
matters for its decision to guarantee the Indemnity Obligations.
10. Binding Effect. This Guaranty shall inure to the benefit of Human
Vision and its successors and assigns, and shall be binding upon ISIS and its
successors and assigns.
11. Construction and Interpretation.
(a) This Guaranty shall be construed pursuant to and governed by the laws
of the State of Maryland.
(b) The headings of the various sections of this Guaranty are inserted for
the convenience of the parties and shall not affect the meaning, construction,
or interpretation of this Guaranty.
(c) Any provision of this Guaranty which is determined by a court of
competent jurisdiction to be prohibited, unenforceable, or not authorized or an
unreasonable restriction in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition, unenforceability,
nonauthorization, or restriction without invalidating the remaining provisions
Page E-19
of this Guaranty or affecting the validity, enforceability, or legality of such
provision in any other jurisdiction. In any such case, such determination shall
not affect any other provision of this Guaranty, and the remaining provisions of
this Guaranty shall remain in full force and effect. If any provision or term of
this Guaranty is susceptible to two or more constructions or interpretations,
one or more of which would render the provision or term void or unenforceable,
the parties agree that a construction or interpretation which renders the term
or interpretation valid shall be favored.
IN WITNESS WHEREOF, ISIS has signed this Guaranty as of the date above.
Attest/Witness:
Integrated Spatial Information Solutions, Inc.
By:________________________ By:__________________________________
Its:________________________ Its:___________________________________
STATE OF KENTUCKY
COUNTY OF FRANKLIN
The foregoing Guaranty was acknowledged before me this _____ day of
February, 2001, by _______________, ______________ of Integrated Spatial
Information Solutions, Inc., a Colorado corporation, on behalf of the
corporation.
My commission expires:___________________
----------------------------
Notary Public State-at-Large
