MOTION TO REINSTATE AND CONFESS JUDGMENT

M. DAVID WEISMAN, Magistrate Judge.

NOW COME Plaintiffs Laborers' Pension Fund, Laborers' Welfare Fund of the Health and Welfare Department of the Construction and General Laborers' District Council of Chicago and Vicinity, the Chicago Laborers' District Council Retiree Health and Welfare Fund, and Catherine Wenskus, Administrator of the Funds (collectively, "the Funds"), by and through their attorney, Katherine Mosenson, and hereby move this Court to reinstate this case and enter judgment on the amounts due on the accelerated Installment Note reached in settlement of this case. In support of this Motion, Plaintiffs state as follows:

1. On January 16, 2018, this matter was dismissed without prejudice and with the Court retaining jurisdiction up and through March 1, 2021 to enforce the terms of the Parties' Settlement Agreement. The Settlement Agreement, Installment Note, and Guaranty of Payment and Indemnification entered into by the Parties are attached hereto as Exhibits A, B, and C, respectively.

2. Paragraphs 7 and 8 of the Settlement Agreement require Dynamicx Enterprises, Inc. (hereinafter, "Dynamicx" or the "Company") to provide, and to continue to provide on a monthly basis during the pendency of the Note, a list of all current projects on which Dynamicx is currently working or from which Dynamicx continues to be owed money, as well as any projects bid upon by Dynamicx. See Exhibit A.

3. Paragraph 9 of the Installment Note requires the Company to stay current on all obligations with the Funds for the duration of the Note and further provides that the Funds can accelerate and collect all amounts due on the Note if the Company fails to stay current on its obligations to the Funds and the Union.

4. Dynamicx has failed to pay benefit reports for the months of August and September 2017 as well as February 2018. The Company has also failed to submit and pay dues reports for August 2017, and has submitted but not paid the February 2018 dues report. See Affidavit of Rocco Marcello ("Marcello Affidavit"), ¶ 4, attached hereto as Exhibit D.

5. The Company is further in default because it has failed to make its third installment payment, due March 1, 2018.

6. Pursuant to the Settlement Agreement, the Company also agreed to pay $32,000.00 as gross back wages to affected employees and December 15, 2017, March 1, 2018, June 1, 2018 and September 1, 2018. The Company made its first payment of $8,000.00, but has failed to submit the second payment due on March 1, 2018. See Affidavit of Martin Flanagan, ¶3, attached hereto as Exhibit E.

7. The Company is in default on the Installment Note and in breach of the Settlement Agreement, and Plaintiffs are within their right to reinstate this case and request that the Court enter judgment on the balance due on the Note. In addition, Plaintiffs are entitled to their attorneys' fees and expenses incurred in bringing this Motion.

8. The Company owes $144,689.80 on the Installment Note. See Marcello Affidavit, ¶ 2. In addition, the Funds have incurred $1,205.50 in attorneys' fees to enforce the terms of the Settlement Agreement and Installment Note. See Declaration of Katherine Mosenson, attached hereto as Exhibit F.

WHEREFORE, Plaintiffs respectfully request that this Court:

EXHIBIT A

SETTLEMENT AGREEMENT

This Settlement Agreement by and between Dynamicx Enterprises, Inc. ("Dynamicx"), and ND Group, Inc. ("ND Group") (collectively the "Defendants"), on the one hand, and the Laborers' Pension Fund, the Laborers' Welfare Fund of the Health and Welfare Department of the Construction and General Laborers' District Council of Chicago and Vicinity, the Chicago Laborers' District Council Retiree Health and Welfare Fund, and James S. Jorgensen, Administrator of the Funds (collectively the "Funds") and, solely for the purposes set forth in this Settlement Agreement, the Construction and General Laborers' District Council of Chicago and Vicinity (the "Union"), on the other hand, is hereby entered into;

WHEREAS, Dynamicx is and was at all times relevant a party to a Collective Bargaining Agreement ("CBA") with the Union pursuant to which it is obligated to pay wages in accordance with the terms of the CBA and any amendments thereto;

WHEREAS, pursuant to the CBA, Dynamicx also agreed to be bound to the terms the Funds' respective Agreements and Declarations of Trust, and is obligated on a monthly basis to submit payment of benefit contributions and withhold and remit dues from the paychecks of the Company's employees;

WHEREAS, Nicholas Diaz ("Diaz") was at all times relevant the president and sole shareholder of ND Group and an officer of Dynamicx, and is currently the president and majority shareholder of Dynamicx;

WHEREAS, the Funds filed a lawsuit to compel the Defendants to submit all their books and records to an audit and alleging an alter-ego/single employer relationship between Dynamicx and ND Group, seeking to impose liability for unpaid contributions, dues, interest, liquidated damages, and audit coats for all amounts due by Dynamicx and ND Group (Laborers' Pension Fund, et al. v. Dynamicx Enterprises, Inc. et al., Case No. 14 C 7881 pending in the Northern District of Illinois, Eastern Division (Weisman, J.) (hereinafter the "Lawsuit"));

WHEREAS, the Defendants filed an Answer denying the material allegations of the Funds' Complaint;

WHEREAS, fringe benefit audits of the Defendants' books and records for the time periods of December 1, 2011 through March 31, 2014 and April 1, 2014 through September 30, 2016 were conducted, both of which revealed alleged unpaid contributions, dues, interest, liquidated damages, and audit costs;

WHEREAS, corresponding wage audits of the Defendants' books and records for the time periods of December 1, 2011 through March 31, 2014 and April 1, 2014 through September 30, 2016 were conducted, both of which revealed alleged unpaid wages to the Defendants' employees;

WHEREAS, the Union filed Grievance Nos, 16-97 and 17-67 (hereinafter referred to collectively as the "Grievances") seeking wages, fringe benefits, and all associated fees and costs, due and owing pursuant to the audits of Defendants' books and records for the periods of December 1, 2011 through March 31, 2014 and April 1, 2014 through September 30, 2016.

WHEREAS, the Parties wish to resolve and settle the Lawsuit without any additional expense or litigation;

NOW THEREFORE, for and In consideration of the mutual promises contained in this Agreement, and for good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. Defendants shall pay the sum of One Hundred Sixty"Eight Thousand and 00/100 Dollars ($168,000.00) to address the alleged liabilities of the audits and to settle the Lawsuit and the Grievances: Of that amount, Thirty Two Thousand and 00/100 Dollars ($32,000.00) will be paid us gross back-wages to affected employees and wage audit costs expended as set forth in Paragraph 4 of this Agreement. The remaining One Hundred Thirty-Six Thousand and 00/100 Dollars ($136,000,00) will be paid to the Funds pursuant to an Installment Note, attached as Exhibit A and incorporated into this Agreement as though fully set forth herein (the "Note").

2. Defendants will submit a downstroke of twenty percent (20%) of the total settlement amount, Thirty-Three Thousand Six Hundred and 00/100 Dollars ($33,600.00), on or before December 15, 2017, Of that amount, Eight Thousand and 00/100 Dollars ($8,000,00) will be paid as gross back-wages to affected employees as set forth in Paragraph 4 of this Agreement. The remaining Twenty-Five Thousand Six Hundred and 00/100 Dollars ($25,600.00) will be paid to the Funds pursuant to the Note.

3. Monthly installments made pursuant to the Note shall begin on January 1, 2018 and be payable to the "Laborers' Pension and Welfare Funds" and sent to the attention of Fund Counsel Kate Mosenson, 111 West Jackson Boulevard, Suite 1415, Chicago, Illinois 60604.

4. Payments for wages shall be made payable to the appropriate payees as designated by the Union and as set forth in a wage payment schedule to be provided by the Union. Checks to the payees shall be delivered to the attention of Ms. Christina Wernick at the Chicago Laborers' District Council, 999 McClintock, Suite 300, Burr Ridge, IL 60527. Dynamics shall withhold and remit the appropriate amounts directly to the state and federal taxing authorities and shall withhold the appropriate Dues from the cheeks and submit payment of those Dues in a check made payable to the "Laborers' Work Dues' Fund" at the time the checks are delivered to Ms. Wernick, Wage audit costs shall be made payable to the "Laborers' District Council." Upon payment of the amounts due under this Settlement Agreement to the Union, the Union shall dismiss Grievance Nos, 16-97 and 17.67,

5. Diaz represents and agrees that ND Group has been dissolved and will remain dissolved. Diaz further agrees that should he obtain an ownership interest or officer position within any other company, he will provide notice of said ownership interest or officer position to the Union and Funds within-thirty (30) days.

6. This Settlement Agreement is conditioned upon Diaz executing on behalf of himself and the Defendants the Note, a personal Guaranty of Payment and Indemnification ("Guaranty"), and a Commereial Security Agreement.

7. Upon execution of this Agreement, Diaz will provide to the Union and Funds a list of all current projects on which Dynamicx is currently working or from which Dynamicx continues to be owed money. Diaz will also submit upon execution of this Agreement a list deli projects for which Dynamicx has submitted outstanding bids,

8. Diaz will continue to submit to the Union and Funds, on a monthly basis and due simultaneously with the submission of monthly Note payments, a list of all current projects on which Dynamicx is currently working or from which Dynamicx continues to be owed money, as well as any new bids submitted by Dynamicx,

9. When this Settlement Agreement, Note, Guaranty and the Affidavit and Agreement of Indemnification are signed, the Parties shall file a Stipulation of Dismissal with the District Court requesting that the Lawsuit be dismissed without prejudice to the rights of the Parties to enforce the terms of this Settlement Agreement and requesting that the Court retain Jurisdiction to enforce the terms of the Settlement Agreement up and through March 1, 2021, Thereafter, absent the filing of any motion, the Parties shall request that the matter be dismissed with prejudice except that the Funds and the Union shall have the right to enforce the terms of the Note, Guaranty, and Affidavit and Agreement of Indemnification. The dismissal shall further be without prejudice to the Funds' and the Union's right to conduct an audit of the Defendants' books and records for the period of October 1, 2016 forward and to collect any amounts revealed as due and owing therein including, but not limited to, unpaid wages, benefit contributions, dues, interest, liquidated damages, audit costs and any reasonable attorneys' fees and expenses incurred in collecting those amounts and without prejudice to any assessment of potential withdrawal liability,

10. The Parties to this Agreement recognize that any agreements made pursuant to this Agreement are not an admission by the Defendants of any liability or responsibility for any of the claims asserted by the Funds, but are made for purposes of avoiding the costs of litigation and to settle this matter.

11. This Agreement shall be binding upon the heirs, successors, and assigns of the Parties hereto, However, neither this Agreement nor its terms shall be construed as; or relied upon as, precedent as to the application of the relevant CBAs or future dealings between the parties.

12. The persons signing below represent that they are authorized to execute this Agreement and bind their respective entities and themselves to the terms hereof,

13. This Agreement constitutes and represents the complete and entire agreement between the Parties. The terms of this Agreement may not be altered, modified, or supplemented except by a writing signed by each of the Parties,

14. The Parties confirm and agree that: (a) this Agreement is the result of negotiation and compromise; (b) in interpreting this Agreement, no Party shall be considered to be the drafter of it; (c) no language shall be strictly construed against any Party; and (d) this Agreement shall be interpreted consistent with the ordinary and reasonable meaning of the words used in it.

15. This Agreement may be executed in multiple counter parts with a facsimile copy signature or scanned/emailed copy signature as binding as the original,

16, This Agreement shall be construed in Accordance with Illinois law without regard to choice of laws, except as preempted by applicable federal law,

SIGNATURE PAGE FOLLOWS

For the Laborers' Pension Fund, the Laborers' Welfare Fund of the Health and Welfare Department of the Construction and General Laborers' District Council of Chicago and Vicinity, the Chicago Laborers' District Council Retiree Health and Welfare Fund, and James S. Jorgensen, Administrator of the Funds.

For the Construction and General Laborers' District Council of Chicago and Vicinity

For Dynamicx Enterprises, Inc., an Illinois corporation

For ND Group, Inc., an involuntarily dissolved Illinois corporation.

For the Laborers' Pension Fund, the Laborers' Welfare Fund of the Health and Welfare Department of the Construction and General Laborers' District Council of Chicago and Vicinity, the Chicago Laborers' District Council Retiree Health and Welfare Fund, and James S. Jorgensen, Administrator of the Funds

For the Construction and General Laborers' District Council of Chicago and Vicinity

For Dynamicx Enterprises, Inc., an Illinois corporation

For ND Group, Inc., an involuntarily dissolved Illinois corporation

EXHIBIT B

INSTALLMENT NOTE

This Installment Note ("Note") is made between the Laborers' Pension Fund ("Pension Fund"), the Laborers' Welfare Fund of the Health and Welfare Department of the Construction and General Laborers' District Council of Chicago and Vicinity and the Retiree Health and Welfare Fund ("Welfare Funds" or collectively the "Funds"), the parties of the first part, and Dynamics Enterprises, Inc. (the "Company"), the parties of the second part.

WHEREAS, the Company has at all relevant times been party to a collective bargaining agreement ("CBA") with Local 2 of the Construction and General Laborers' District Council of Chicago and Vicinity ("District Council"), whereunder it is obligated to make certain contributions to the above-named Funds, as well as to the Training Fund, on behalf of its covered employees, and to submit payment of all employee union dues:

WHEREAS, the Company has failed to timely pay certain contributions owed to the Funds for the revised audit periods of December 1, 2011 through March 31, 2014 and April 1, 2014 through September 30, 2016,

WHEREAS, the Company has failed to remit all employee union dues to the Funds, as the designated collection agent for the District Council, for the revised audit periods of December 1, 2011 through March 31, 2014 and April 1, 2014 through September 30, 2016.

WHEREAS, the Company desires to pay all delinquencies owed to the Funds, to pay all union dues owed to the District Council, together with liquidated damages, and interest, as set forth below and further desires to remain current in Its obligation to pay contributions to the Funds.

THE PARTIES HEREBY AGREE as follows:

The Parties hereby agree to these terms by their execution hereof on the 14 day of the Nov., 2017. Dynamics Enterprises, Inc.

Laborers' Pension Fund, Laborers' Welfare Fund of the Health and Welfare Department of the Construction and General Laborers' District Council of Chicago and Vicinity, and the Laborers' District Council Retiree Health and Welfare Fund.

EXHIBIT C

GUARANTY OF PAYMENT AND INDEMNIFICATION

This Guaranty ("Guaranty") is made as of November ___, 2017, by the undersigned, Nicolas Diaz, (the "Guarantor"), to and for the benefit of THE LABORERS' PENSION FUND, THE LABORERS' WELFARE FUND OF THE HEALTH AND WELFARE DEPARTMENT OF THE CONSTRUCTION AND GENERAL LABORERS' DISTRICT COUNCIL OF CHICAGO AND VICINITY, THE LABORERS' DISTRICT COUNCIL RETIREE HEALTH AND WELFARE FUND, AND THE CONSTRUCTION AND GENERAL LABORERS' DISTRICT COUNCIL OF CHICAGO AND VICINITY (the "District Council") and any related ancillary Funds to which Dynamicx Enterprises, Inc. is obligated to pay contributions to by virtue of its Agreement with the District Council and the Funds' respective Agreements and Declarations of Trust (collectively the "Funds").

WHEREAS, Dynamicx Enterprises, Inc. (the "Company") has agreed to pay a total of $168,000.00 to the Funds and the District Council in settlement of the alleged delinquent contributions and wages owed to the Funds and District Council to be paid under the terms of a Settlement Agreement and Installment Note ("Note").

WHEREAS, the Funds are unwilling to enter into the Note unless the guarantor executes this Guaranty: and

WHEREAS, the Guarantor has a financial interest in the Company and will be benefited by the Note:

NOW THEREFORE, in consideration of the foregoing, the Guarantor agrees as follows:

1. Guaranty of Payment and Indemnification. The undersigned guarantees, absolutely and unconditionally: (a) the payment when due of the entire principal indebtedness and all interest evidenced by the Note during the thirty-six (36) month payment period including interest and liquidated damages for late or unpaid payments due on the Note; and (b) the full and complete payment of any and all fees and costs incurred pursuant to default under terms of the Note, whether litigation is involved or not, and if involved, whether at the trial or appellate levels or in pre- or post-judgment bankruptcy proceedings in enforcing or realizing upon the obligations of the Guarantor hereunder (the obligations of Guarantor under this Paragraph I are collectively hereinafter referred to as the "Obligations"). The Guarantor also agrees to be personally liable for all monthly benefit contributions, union dues and/or wages owed from the Company to the Funds, the District Council, all ancillary funds, and/or the participants that are due at the time the Note and Guaranty are entered into and/or are incurred and become due and owing for the duration of the Note, including all interest, liquidated damages, audit costs, attorneys' fees and costs.

2. Continuing Guaranty. This Guaranty shall be a continuing Guaranty, and shall not be discharged, impaired or affected by; (a) the existence or continuance of any obligation on the part of the Company with respect to the Note; (b) any forbearance or extension of the time of payment of the Note; (c) the validity or invalidity of the Note; (d) any defenses whatsoever that the Company or any of the party thereto may have to the performance or observance of any term, covenant or condition contained in the Note; (e) the existence or non-existence of the Company as a legal entity; (f) any limitation or exculpation of (other than the payment and performance in full of all of the Company's Obligations) that Guarantor may have as to his undertakings, liabilities and obligations hereunder, including any defenses based upon any legal disability of the Company or any discharge or limitation of the disability of the Company, whether consensual or arising by operation of law or any bankruptcy, insolvency or debtor-relief proceeding, or from any other cause, each and every such defense being hereby waived by the Guarantor.

3. Waivers, Guarantor waives diligence, presentment, protest, notice of dishonor, demand for payment, extension of time of payment, notice of acceptance of this Guaranty, non-payment at maturity and indulgences and notices of every kind not provided for under this Guaranty. It is the intention of this Guaranty that Guarantor shall remain liable as principal, notwithstanding any act, omission or thing that might otherwise operate as a legal or equitable discharge of Guarantor, until all of the Company's obligations shall have been fully paid and performed.

4. Subrogation. Notwithstanding anything to the contrary elsewhere contained herein or in the Note, the Guarantor(s) expressly waive with respect to the Company any and all rights at law or in equity to subrogation, to reimbursement, to exoneration, to contribution, to set off or to any other rights that could accrue to a surety against a principal, to the Guarantor against a maker or obligor, to an accommodation party against the party accommodated, or to a holder or transferee against a maker, and which the guarantor may have or hereafter acquire against the Company in connection with or as a result of Guarantor's execution, delivery and/or performance of this Guaranty or the Note. The Guarantor agrees that he or she shall not have or assert any such rights against the Company or its successors and assigns or any other party (including any surety), either directly or as an attempted set off to any action commenced against the Guarantor by the Company (as borrower or in any other capacity) or any other person.

5. Independent Obligations. The Funds may enforce this Guaranty without first resorting to or without first having recourse to the Note; provided, however, that nothing herein contained shall preclude the Funds from suing on the Note or from exercising any other rights; and the Funds shall note be required to institute or prosecute proceedings to recover any deficiency as a condition of any payment hereunder or enforcement hereof.

6. Acceleration, In the event that payments due under the Note shall be accelerated, the Guarantor's obligations hereunder shall also be accelerated without further notice from the Funds.

7. Effect of Bankruptcy. This Guaranty shall continue in full force and effect notwithstanding the institution by or against the Company of bankruptcy, reorganization, readjustment, receivership or insolvency proceedings of any nature, or the disaffirmance of the Note in any such proceedings, or others.

8. Termination. This Guaranty shall remain in full force and effect as to the Guarantor until all of the Company's Obligations under the Note outstanding shall be finally and irrevocably paid in full. Payment of all of the Company's Obligations from time to time shall not operate as a discontinuance of this Guaranty. If after receipt of any payment of all or any part of the Company's Obligations, the Funds are for any reason compelled to surrender such payment to any person or entity, because such payment is determined to be void or voidable as a preference, impermissible set off, or a diversion of trust fund, or for any reason, this Guaranty shall continue in full force notwithstanding any contract action which may have been taken by the Funds in reliance upon such payment, and any such contrary action so taken shall be without prejudice to the Funds' rights under this Guaranty and shall be deemed to have been conditioned upon such payment having become final and irrevocable.

9. The Company's Financial Condition. The guarantor assumes full responsibility for keeping fully informed of the Company's financial condition and all other circumstances affecting the Company's ability to perform its Obligations, and agree that the Funds will have no duty to report to Guarantor any information which the Funds receive about the Company's financial condition or any circumstances bearing on its ability to perform.

10. Expenses, The undersigned agrees to pay and reimburse the Funds for all cost and attorney's fees, which they may expend or incur in the enforcement of this Guaranty or any of the Company's Obligations under the Note.

11. Delay. Cumulative Remedies, No delay or failure by the Funds to exercise any right to remedy against the Company or Guarantor will be construed as a waiver of that right or remedy. All remedies of the Funds against the Company and the Guarantor are cumulative.

12. Binding Effect. This guaranty shall incur to the benefit of and may be enforced by the Funds, and shall be binding upon and enforceable against the Guarantor and Guarantor's heirs, legal representatives, successors and assigns. In the event of the death of the Guarantor, the obligations of such deceased Guarantor shall continue in full force and effect against his estate, personal representatives, successors and assigns. Without limiting the generality of the foregoing, the Funds (or their successors and assigns) may from time to time and without notice to undersigned, assign any and all of their rights under this Guaranty without in any way affecting or diminishing the obligations of the undersigned hereunder, who shall continue to remain bound by the obligated to perform under and with respect to this Guaranty as though there had been no such assignment.

13. Default, The Guarantor hereby authorizes irrevocably any attorney of any court of record to appear for him/her in such court, at any time after ten (10) days notice after default in any payment due under this Guaranty, and confess judgement against Guarantor, after service of notice of the claimed default, in favor of the Funds for such amount to be unpaid and owed thereon, including interest, liquidated damages and reasonable cost of collection including reasonable attorneys' fees. The Guarantor agrees to waive and release all errors which may intervene in any such proceedings, and consent to immediate execution upon such judgement, hereby ratify and confirming all that said attorney may do by virtue hereof.

14. Warranties. Guarantor makes to the Funds the following representations and warranties:

(a) Authorization. Guarantor has full right, power and authorization to enter into this Guaranty and carry out his obligations hereunder.

(b) No Conflict. The execution, delivery and performance by Guarantor of this Guaranty will not violate or be in conflict with, results In a breach of, or constitute a default under, any indenture, agreement or any other instrument to which Guarantor is a party or by which Guarantor or any of his assets or properties is bound, or any order, writ, injunction or decree of any court or governmental institute.

(c) Litigation, There are no actions, suits or proceedings pending, or to the knowledge of Guarantor, threatened against or adversely affecting any Guarantor at law of in equity or before or by governmental agency or instrumentality that involve any of the transactions herein contemplated, or the possibility of any judgment or liability that may result in any material and adverse change in the financial condition of any Guarantor. Guarantor is not in default with respect to any judgment, order, writ, injunction, decree, rule or regulation of any court.

(d) Enforceability. This guaranty is a legal, valid and binding obligation of Guarantor, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the rights of creditors generally.

15. Notices. An notices or other communications required or permitted hereunder shall be (a) in writing and shall be deemed to be given when either (I) delivered in person, (II) three (3) days after deposit in a regularly maintained receptacle of the United States mail as registered or Certified mail, postage prepaid, (III) when received if sent by private courier service, or (IV) on the day on which Guarantor refuses delivery by mail or by private courier service, and (b) addressed as follows:

or such other addresses as may from time to time be designated by the party to be addressed by notice to the other in the manner hereinabove provided. The Funds will use their best efforts to send courtesy copies of notices provided hereunder to Guarantor's attorney, Mario E. Utreras, Utreras Law Offices, Inc. But the failure by the Funds to send courtesy copies to Guarantor's attorney shall not limit or restrict the Funds' rights under this Guaranty in any manner nor relieve Guarantor of any obligations under this guaranty.

16. Additional Waivers. Guarantor expressly and unconditionally waives, in connection with any suit, action or proceeding brought by the Funds on this Guaranty, any and every right he or she may have to (1) injunctive relief, (II) a trial by jury, (III) interpose any counterclaim therein and (IV) seek to have the same consolidated with any other or separate suit, action or proceeding.

17. Severability. If all or any portion of any provision of this Guaranty is declared or found by a court of competent jurisdiction to be unenforceable or null and void, such provision or portion thereof shall be deemed stricken and severed from this Guaranty and the remaining provisions and portions hereof shall continue in full force and effect.

18. Applicable Law: Venue. This Guaranty and the transactions evidenced hereby shall he construed and interpreted under the laws of the State of Illinois. Guarantor, in order to induce the Funds to accept this Guaranty and inter into the loan agreement, and for other good and valuable consideration, the receipt and sufficiency of which hereby is acknowledged, agrees that all actions or proceedings arising directly, indirectly or otherwise in connection with, out of, related to or from this Guaranty shall be litigated, at the Fund's sole discretion and election, only in courts having a situs within the county of Cook, State of Illinois, Eastern Division. Guarantor hereby waives any right he or she may have to transfer or change the venue of any litigation brought against him by the Funds on this agreement in accordance with this paragraph.

19. Time is of the Essence. Time is of the essence of this Guaranty as to the performance of the undersigned.

20. Death of a Guarantor. In the event of the death of Guarantor, the Funds shall have the right to accelerate the indebtedness evidenced by the Note unless, within sixty (60) days of his death, Guarantor's estate assumes his obligations hereunder by an instrument satisfactory to the Funds and delivers to the Funds security for performance of such obligations satisfactory to the Funds.

IN WITNESS WHEREOF, the undersigned Guarantor has executed this instrument as of the date and year first above written.

EXHIBIT D

AFFIDAVIT OF ROCCO MARCELLO

ROCCO MARCELLO, being first duly sworn on oath, deposes and states as follows:

1. I am a Field Representative employed by the Laborers' Pension Fund, the Laborers' Welfare Fund of the Construction and General Laborers' District Council of Chicago and Vicinity, and the Chicago Laborers' District Council Retiree Health and Welfare Fund (hereinafter collectively referred to as the "Funds"), Plaintiffs in the above-referenced action. My responsibilities include oversight of the collection of amounts owed by Defendant Dynamicx Enterprises, Inc. (hereinafter "Dynamicx" or the "Company"). This Affidavit is submitted in support of Funds' Motion to Reinstate and Confess Judgment. I have personal knowledge regarding the statements contained herein.

2. The Company owes a balance of $144,689.80 in accelerated payments due on the Installment Note covering the audit periods of December 1, 2011 through March 31, 2014 and April 21, 2014 through September 30, 2016.

3. The Company has further failed to submit on a monthly basis a list of all jobs on which it was working and for which it continues to be owed money, as well as a list of all jobs to which the Company has submitted bids,

4. The Company has failed to fully pay fringe benefit contributions to the Funds for August and September 2017 and February 2018. The Company has further failed to pay the February 2018 dues contributions to the District Council, and has failed to submit and pay the August 2017 dues report to the District Council, All benefit and dues reports and payments are due by the 10th day following the month in which covered work is performed, e.g., the February 2018 report was due on March 10, 2018.

FURTHER AFFIANT SAYETH NOT.

EXHIBIT E

AFFIDAVIT OF MARTIN FLANAGAN

MARTIN FLANAGAN, being first duly sworn on oath, deposes and states as follows:

1. I am the Director of Grievances for the Construction and General Laborers' District Council of Chicago and Vicinity (hereinafter, the "Union"). My responsibilities include oversight of the collection of amounts owed by Defendant Dynamicx Enterprises, Inc. (hereinafter, the "Company"). This Affidavit is submitted in support of Laborers Funds' Motion to Reinstate and Confess Judgment. I have personal knowledge regarding the statements contained herein and am competent to testify on the matters stated.

2. Pursuant to the Settlement Agreement reached in Case No. 15 C 7881 of which the Union was a party solely for settlement purposes, the Company agreed to pay $32,000.00 as gross back wages to affected employees and wage audit costs, as set forth in a Wage Settlement Worksheet provided to the Company by the Union. A true and accurate copy of the Wage Settlement Worksheet is attached hereto as Exhibit A.

3. The Company made its first payment of $8,000.00, due December 15, 2017. However, it has not submitted its second installment of $8,000.00 due on or before March 1, 2018.

FURTHER AFFIANT SAYETH NOT.

EXHIBIT E-A

DYNAMICX ENTERPRISES, INC. Grievance No.: 16-97 Wage Settlement Worksheet

EXHIBIT F

DECLARATION OF KATHERINE MOSENSON

I, KATHERINE MOSENSON, declare and state as follows:

1. I am Fund Counsel for Plaintiffs Laborers' Pension Fund and Laborers' Welfare Fund of the Health and Welfare Department of the Construction and General Laborers' District Council of Chicago and Vicinity (hereinafter, the "Funds"), Plaintiffs in the above-referenced action. This Declaration is submitted in support of the Funds' Motion to Reinstate and Confess Judgment.

2. Shareholders of the law firm of Allison, Slutsky & Kennedy, out-of-house collection counsel for the Funds, bill the Funds at a rate of $225.00 per hour for shareholders, $195.00 per hour for associates, and $110.00 per hour for paralegals. Affiant, as in-house counsel for the Funds, has first-hand knowledge that the foregoing hourly rates have been found reasonable and have been awarded by many courts in collection proceedings.

3. Katherine Mosenson, in-house counsel for the Funds, received a Bachelor of Science Degree from the University of Illinois at Urbana-Champaign in 2009 and a Juris Doctor Degree from the John Marshall Law School in 2014. I was admitted to the bar of the State of Illinois in May 2014, and to the bar of the United States District Court for the Northern District of Illinois in May 2015. From November 2014 through April 2015, I was an administrative law judge at the Illinois Labor Relations Board. In May 2015, I became in-house counsel for the Funds.

4. Based on the foregoing, $195.00 represents a fair and reasonable market rate for my in-house legal services to the Funds in this matter.

5. Exhibit A attached hereto sets forth the time expended by Fund Counsel to enforce the terms of the settlement in this matter . As set forth in that Exhibit, we have expended 6.4 hours totaling $1,205.50 in attorneys' fees.

I, the undersigned, certify under penalty of perjury that the foregoing is true and correct.

EXHIBIT F-A