HomeMy WebLinkAboutResolution #3064
RE9Ol.UT I aN ND. 3064
A iRE9OUJT 1 aV APPFrJ1/ I NG A LOAN ~(~vINf BE iVVEFN TF-E C i TY OF CAM~V
AND QOLEIW W Pf~IT I AC, BU I CK, C~HC, INC. , AND D I ERECT 1 NG TI-E OiAAYOR AND
C 1 TY CLERK TO De~CIJf E AND DEL 1 VER SA I D AL~iEE]uETlf aV BEHALF OF TI-E
C 1 TY OF CANffi'+ON, 1 LL I ND I S.
WfiREAS, the Loan Committee and the Community and Industrial
Development Committee has determined that it is necessary and in
the best interest of the City of Canton to enter into a loan
agreement with Coleman Pontiac, Buick, CAC, Inc., hereto attached
and herein incorporated as Exhibit "A"; and
W-EREAS, the Canton City Council has made a similar
determination.
NOW, T~aRE, BE I T RESOLVED BY TI-E CITY OOINC I L aF TI-E
CITY ~' CJW'T'OV, Fu I ton County, I I I i no i s as fo I I ows
1. That the Loan Agreement hereto attached as Exhibit "A"
between the City of Canton and Coleman Pontiac, Buick, C~vIC, Inc.
is hereby approved.
2. That the Mayor and City Clerk are hereby authorized and
directed to execute and deliver said agreement on behalf of the
City of Canton, Illinois.
3. That this Resolution shall be in full force and effect
immediately upon its passage by the City Council of the City of
Canton, Illinois.
PASSED by the City Council of the City of Canton, Fulton
County, Illinois at a regular meeting this 20th day of August,
1991, upon a roll call vote as follows:
AYES: Alde~z Molleck, Coay, Saxe, Steck, Meade, Barnett, May,
~~ ~ None .
Aldermaiz Bohler .
APPF~IJNm:
C ~
Donal E. dw ds, Mayor
ATTEST:
d Y _~~~
Nancy Whites City Clerk
LUNV ~iBuE]YT
This Agreement dated as of September ~ 3 R , 1991 is between
the City of Canton, an Illinois municipal corporation (hereinafter
called "Lender"), and Coleman Pontiac, Buick, GivC, Inc., an
Illinois corporation (hereinafter called "Borrower"). In
consideration of the mutual covenants and agreements contained
herein, Lender and Borrower agree as follows:
1. Loan Terms:
Lender agrees to loan the principal
Dollars ($7,000.00) (hereinafter referred
disbursed as hereinafter provided, bearing
5.0 percent per annum from the date funds
The term of the loan is for five (5)
sum of Seven Thousand
to as "Loan"), to be
interest at the rate of
are advanced hereunder.
years from the above
mentioned date.
This loan is evidenced by a promissory note of even date
herewith (Exhibit 1) made payable to the City of Canton, an
Illinois municipal corporation. Borrower agrees to use the loan
and its proceeds solely for activities as set forth in Lender's
Revolving Loan Fund Guidelines and in accordance with Lender's
loan terms and conditions relating thereto.
2. Repayment:
Repayment of this loan shall
2.1 Principal shall be
installments of One Hundred
each commencing on the 18th
every month thereafter until
be made as fol lours:
paid in sixty (60) equal monthly
Sixteen and 67/100 Dollars (116.67)
day of October, 1991 and continuing
said principal is fully paid.
2.2 Interest shall be paid on the unpaid principal balance at the
rate of 5.0 percent per annum with the first payment due on
October 18th, 1991 and then continuing every month thereafter
until said interest and principal is fully paid.
2.3 Unpaid interest shall be added to principal and bear interest
at the same rate as noted above for said principal. Interest
shall be considered unpaid if not received by Lender within 7
calendar days following the due date.
2.4 Borrower shall pay a late charge of 6% of the payment due of
principal or interest if payment for any of these is not received
within 7 calendar days following the due date.- The late charge
shall be considered unpaid if not received within 15 calendar days
of the missed due date for which it was imposed. Any unpaid late
charge shall be added to principal and bear interest at the same
rate as noted above for said principal. Acceptance of a late
charge by Lender does not constitute a waiver of default.
2.5 Borrower shall have the right to prepay any and all interest
and principal at any time without penalty or additional interest.
3. Certifications:
On or before the date of the loan disbursement, the Borrower
shall submit the following documentations to Lender:
3.1 A current copy of the borrower's articles of incorporation or
charter.
3.2 Certifications that .t here has been no material adverse change
in Borrower's financial condition or any condition which would
adversely affect the Borrower's ability to carry out the terms and
conditions of this agreement.
3.3 If a corporation, a certified copy of Borrower's corporate
resolution authorizing the directing the execution and delivery by
Borrower to Lender of this agreement and all related documents.
4. Disbursement Procedure:
4.1 Disbursement shall take place after this loan agreement and
the promissory note (Exhibit 1) are executed, and the
documentation called for in paragraph 3 above and any other
conditions precedent to disbursement of funds under this award are
fully satisfied.
4.2 In addition to any of the foregoing, loan funds will only be
disbursed upon corr~letion of all of the following in form and
substance satisfactory to the Lender:
(a) Collateral security agreement(s) specified in paragraph 8;
(b) Evidence of compliance with other terms and conditions
specified in paragraph 18.
4.3 Borrower shall maintain a separate ledger for funds obtained
hereunder.
5. Reporting and Access Requirements:
Borrower understands that Lender is required to make annual,
semi-annual, and other periodic reports and audits to the
Department of Conrnerce and CornTiunity Development (DOCA) pursuant
to Lender's agreement with DO:A. Borrower agrees to make all of
its books, accounts and other financial data available to Lender,
or, Lender's authorized agents (to include Lender's auditors) in
support of Lender's requirement to make such reports and audits.
Borrower agrees at borrower's expense, to provide Lender with
certified abstracts of any such books, accounts, or other
financial data within five (5) working days of Lender's written
request therefor.
6. Relending and Assignment:
6.1 Borrower shall not assign any right, title or interest in and
to this agreement, or, to any security pledged in repayment of
this loan, or, relend any portion of the loan funds received or to
be received from Lender, without first obtaining Lender's written
consent thereto.
7. Default:
On the occurrence of any event of default as described below,
Lender may declare all or any portion of the debt and interest
created hereby to be immediately due and payable and may proceed
to enforce its rights under this Loan Agreement or any other
instruments securing or relating to this Loan and in accordance
with the law and regulations applicable hereto. Any of the
following may, without limitation, be regarding as an "event of
default" in the sole discretion of the Lender:
(A) Failure, inability or unwillingness of Borrower to carry
out or comply with the specific activities in its loan application
as approved by Lender, or Lender's loan terms and conditions, or
any terms or conditions of this Loan Agreement, or any applicable
federal or state laws, or with such DCCA regulations as may become
applicable at any time.
(B) Failure of Borrower to pay any installment of principal
or interest on its promissory note to Lender when due as specified
in paragraph 2 above.
(C) The occurrence of: (1) Borrower's becoming insolvent or
bankrupt, or ceasing, being unable, or admitting in writing its _
inability, to pay its debts as they mature, or making a general
assignment with creditors; (2) proceedings for the appointment of
a receiver, trustee or liquidator of Borrower, of of a substantial
part of its assets, being authorized or instituted by or against
it; or (3) proceedings under any bankruptcy, reorganization,
readjustment of debt, insolvency, dissolution, liquidation or
other similar law of any jurisdiction being authorized or
instituted by or against this Borrower.
(D) Submission or making of any report, statement, warranty,
or representation by Borrower or agent on its behalf to Lender or
DCCA in connection with the financial assistance awarded hereunder
which is false, incomplete or incorrect in any material respect.
(E) Failure of Borrower to remedy any material adverse change
in its financial or other condition arising since the date of this
agreement, which conditions was an inducement to this loan.
(F) Any attempt by Borrower to assign any right, title or
interest in and to this Agreement, or, to any security pledged in
repayment of this loan without first obtaining Lender's written
consent thereto.
8. Collateral:
The Borrower pledges as collateral to secure its indebtedness
under this Loan Agreement, together with such other security as
Lender may require, not to exceed in value 133;'0 of principal and
interest due under this agreement.
(A) The full and complete personal guarantees of Guy E. Coleman
and Allison A. Coleman per Exhibit 1 hereto attached and herein
incorporated by reference.
(B) Per itemization of building equipment as set forth in the
attached Exhibit 2 hereto attached and herein incorporated by
reference.
9. Other Parties:
This Loan Agreement is not for the benefit of third parties.
Lender shall not be under any obligation to any such parties,
whether directly or indirectly interested in the Loan Agreement,
to pay any charges or expenses incident to compliance by Borrower
with any of the duties or obligations imposed hereby.
10. Costs and Expenses:
Borrower agrees to reimburse Lender .for costs and expenses,
court cost, reasonable attorney fees, and all other out-of-pocket
expenses paid by Lender in enforcing the terms and conditions of
_ this agreement occasioned by Borrower's failure to comply with
such terms and conditions. Borrower hereby irrevocably consents
that all such attorney fees, costs and expenses, and out-of-pocket
expenses may be included in any judgment awarded to Lender in any
proceeding at law or in equity to enforce this agreement.
Borrower hereby irrevocably empowers any attorney at any time
hereafter to appear for Borrower in any court in term time or
vacation, and confess judgment against Borrower, each or any of
us, (as applicable), including any guarantor(s) hereof, without
process of this Loan Agreement in favor of any, legal reasonable
attorney's fees, and to waive all right of appeal, release all
errors and consent to immediate execution.
11. Retention and Creation of Jobs:
Lender and Borrower recognize and agree that the loan provided
by Lender to Borrower is in direct support of Borrower's expressed
intention of purchasing real property and improvements thereto,
industrial machinery and equipment, and other diverse property to
be located within Lender's corporate limits. Both Lender and
Borrower recognize and agree that presently existing jobs are
expected to be retained hereby and new jobs created. Borrower
covenants and agrees to not remove jobs retained or created by use
of this loan from Lender's corporate limits during the term of the
loan as expressed in Paragraph 1 eventhough Borrower may sooner
pay all interest and principal hereunder without first obtaining
Lender's written consent.
12. Notice:
Notice shall be given to any party hereto by United States
mail, certified mail, return receipt requested, and directed to
the following addresses:
To Lender: City Clerk
City Building
210 East Chestnut Street
Canton, Illinois 61520
Any notice given to the Lender shall include an informational
copy, mailed as aforesaid, and addressed to the attention of the
City Attorney at the above stated address.
To the Borrower: Coleman Pontiac, Buick, Cam, Inc.
2051 North Main Street
Canton, Illinois 61520
13. Successors and Assigns:
The Loan Agreement shall be binding upon Borrower and its
successors and assigns and upon Lender and its successors and
assigns, and shall survive the closing of the Loan and
disbursement of proceeds.
14. Applicable Laws:
Interpretation of the Loan Agreement shall be governed by the
laws of the State of Illinois.
15. Management of Borrower:
Except as provided to the contrary in this loan agreement, the
Borrower shall have the right: (i) to merge with or into any other
corporation with Lender's prior written consent, (ii) to make a
public offering of its stock, or, (iii) to take any other
corporate action that the borrower deems to be in the best
interest.
16. Insurance:
Borrower agrees to keep the improvements now and hereafter
upon the premises set forth in Exhibit 2 insured against damage by
fire, windstorm, and such other hazards as the Lender may required _
to be insured against until the loan is paid in full, or, in the
case of foreclosure until expiration of the period of redemption.
The aggregate amount of such insurance shall not be less than the
aggregate sum of the unpaid principal of this loan and accrued
interest and penalties thereto appertaining. Borrower shall
provide Lender with a copy of such insurance policy or policies
and shall show the Lender as mortgagee and loss payee thereon.
1T. Retention of Records:
Borrower hereby agrees to retain intact all of its books,
accounts, and other financial data relating to this loan for a
period of four (4) years following the end of Borrower's fiscal
year of the last entry therein and, further, agrees to make the
same available for Lender's inspection upon the same terms and
conditions as set forth in numerical paragraph 5 of this loan
agreement.
18. Other Terms and Conditions:
(A) No person in the United States shall on the grounds of
race, color, religion, sex, age, handicap, martial status, or
national origin, be denied the proceeds of, or be subject to
discrimination under the activities approved as a result of this
loan. Borrower agrees to comply with the applicable regulations
promulgated by the Civil Rights Act of 1964 and Section 623 of the
Economic Opportunity Act of 1964, as amended, 42. U.S.C., S
2971c.
tN WIITESS111FEAEQF, Lender and Borrower have executed this
Agreement as of the date ffrst above-mentioned.
LF]~fDQ2: ,
Co I eman Pontiac, Buick, CAC,
Inc., an Illinois corporation,
City of Canton, an Illinois
municipal corporation,
BY:
Its Mayor
Date:
Address: 2051 North Main Street
Canton, III. 61520
Telephone: (309) 647-1212
ATTEST:
Date:
Address: 210 East Chestnut St.
Canton, II1. 61520
Telephone: (309) 647-0065/0020
ATTEST:
Corporate Secretary City Clerk
~E~C~~ (/
FoR VALIE RECEIVED, the undersigned, Guy E. Coleman and
Allison A. Coleman, individually and collectively, hereby
guarantee payment of the foregoing Note at maturity or at any time
thereafter, with interest as specified therein, waiving
presentment, demand, notice, protest, and diligence in collecting,
and we each of us hereby irrevocably empower any attorney at any
time thereafter to appear for us, either or any of us, in any
court in term time or in vacation, and confess judgment against
us, each or any of us, including any within maker or makers,
guarantor or guarantors hereof, without process on this Note in
favor of the legal holder, for said within sum, interest, costs,
and reasonable attorney's fees, and to waive all right of appeal,
to release all errors and consent to immediate execution.
GATED: Th i s _~'~day of ,SEt~t. , 1991 .
A~ti~~~ ~ . ~~-~~~~
uy E. Coleman Allison A. Coleman
(EXHIBIT 1)
Coleman Pontiac, Buick, (~, Inc., an Illinois corporation
promises to pay to the order of the CITY OF CJ~1TgV, an Illinois
municipal corporation, the sum of Seven Thousand ($7,000.00),
together with interest, thereon at the rate of Five Percent (5%)
per annum from the date hereof to and including September 18,
1996.
PAYNENfi 90-mla~
(a) PRINCIPAL: Principal shall be paid in sixty (60) equal
monthly installments of $116.67 each corm~encing on the 18th day of
October, 1991, and continuing every month thereafter until the
principal is paid in full.
(b) INTEREST: Interest shall be paid on the unpaid
principal balance at the rate of five percent (5°'0) per annum with
the first payment due on October 18, 1991 and then continuing
every month thereafter until said interest and principal is fully
paid.
Unpaid interest shall be added to principal and bear interest
at the same rate as noted above for the principal. Interest shalt
be considered unpaid if not received by the City of Canton within
7 calendar days following the due date. Coleman Pontiac, Buick,
C~'C, Inc. shall have the right to prepay any and all interest and
principal at any time without penalty or additional interest.
This Note is specifically made subject to the terms and
conditions of a certain "Loan Agreement" between Coleman Pontiac,
Buick, C~vC, I nc. and the City of Canton, dated as of ~~~E,~1rs~,~c
Z ~ 1991, and approved by City of Canton Resolution Number 3064
on August 20, 1991 (as amended) as fully as though all the terms
and conditions of said Loan Agreement were fully set forth at this
place verbatim.
To secure the payment of this Note, Coleman Pontiac, Buick,
C~'IC, Inc. hereby irrevocably empowers any attorney at any time
hereafter to appear for us in any court in term time or vacation,
and confess judgment against us, each or any of us, including any
guarantor(s) hereof, without process of this Note in favor of any
legal holder, for all sums owing hereon, interest, costs, and
reasonable attorney's fees, and to waive all ,right of appeal,
release all errors and consent to immediate execution.
DATED: Th i s ~ ~ day of S~~M~tEz 1991 .
ay : ~~..
Its President and
~-l -L~.~~J l:..r~-L~-y-,.-~,,cr-.~f
Corporate Secretary
(Cp~~-pora.t~: Seal )
EXHIBIT 1
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FAX: 70!/377.6601
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QW36 KNOLL CREEK DRIVE, ST. CFIARLE8. IWN018 A0176
COLEMAN PONTIAC
2051 N. MAIN STREET
CANTON IL 61520
August 23, 1991
~° E-0811
~~ ~.
~~
Termc Net 30 Deye
J
FOR THE FOLLOWING EQUIPMENT:
EQUIPMENT: (Used where possible) S 8,675.12
59 Small parts bins 36"x12"x7'1"(Common Back)
59 H/D mezzanine tops
34 Back panels
590 Interm. shelves 36"x12"
590 Label holders 3"
1770 Shelf dividers
354 Plasti-built drawers 12"
1062 Drawer dividers
8 Bulk bins 36"x24"x7'1"
20 Strvtig box posts 7' 1"
40 Bulk shelves 36"x24"
8 H/D mezzanine top shelves
40 Label holders 36"
Necessary bracing
736 Square ft. bar gr~-tinq 1"xl/8"
1 Stairway 36" wide 7' rise
120 Linear ft. H/D support angle
Illinois Sales Tax 6.So 563.88
LABOR: To deliver, assemble, and install above
listed equipment per planograph. Transfer
all parts from existing bins into new bins
and move old bins *_o mezzanine. 3,261.00
S 12,500.00