HomeMy WebLinkAboutResolution #1022';
RESOLUTION NO. 1022
A RESOLUTION APPROVING A "LOAN AGREEMENT" AND A "NOTE", BY AND
BETWEEN THE CITY OF CANTON, AS BORROWER, AND THE DEPARTMENT OF
HEALTH AND HUMAN SERVICES/OFFICE OF COMMUNITY SERVICES, LENDER
WHEREAS, the City of Canton is the recipient of a One Million
Dollar loan from the RDLF Development Loan Fund with such amount
to be reloaned by the City to business and industry in the Enterprise
Zone in furtherance of economic development; and,
WHEREAS, it is necessary that the City enter into a certain Loan
Agreement and a certain Note providing for repayment by the City of
said amount and outlining the terms and conditions placed upon the
City in reloaning said amount.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
CANTON, Fulton County, Illinois, as follows:
1. That the Loan Agreement, hereto attached as Exhibit "A", and
the Note, hereto attached as Exhibit "B", are each approved by the
Canton City Council.
2. That the Mayor and City Clerk are hereby authorized and
directed to execute and deliver originals of said documents as the
true and lawful act of the City of Canton.
3. That this Resolution shall be in full force and effect
immediately upon its passage by the City Council of the City of
Canton, Fulton County, Illinois, and approval by the Mayor thereof.
PASSED by the City Council of the City of Canton, Fulton County,
Illinois, at a regular meeting this 7th day of February ,
1984, upon a roll call vote as follows:
AYES: Aldermen Horr, May, Carl, Workman, Sarff, Savill,
Hammond, Kovachevich.
NAY5: None.
ABSENT: None.
APPR ED:
`L ,
Donald E. Edwards, Mayor.
ATTEST:
v
Nan Whit s, City Clerk. ~
RUR~.L DEVELOPMENT LOAN FUND
LOAN AGREEMENT
This agreement dated as of December 30, 1983 is between the Department
.of health and Human Services/Office of Community Services (hereinafter
called OCS), a federal agency, and City of Canton, Illionis
(hereinafter called "Borrower"), In consideration
of the mutual covenants and agreements contained herein, the parties agree
as follows:
1. Loan Terms:
OCS agrees to loan the principal sum of
one million dollars
($ 1,000,000 ) (hereinafter referred to as "Loan"), to be disbursed
as hereinafter provided, bearing interest at the rate of 7 3/4 percent
per annum from the date funds are advanced hereunder up to and including
December 31, 1988, and at the rate of 11 3/4 percent per annum thereafter
for the remaining term of this loan as more specifically set forth
in paragraph 2 below. The term of the loan is for 30 years fron
December 30, 1983.
This loan is evidenced by a promissory note of even date herewith
(Exhibit ~1) made payable to the. Department of Health and Human Services/
Office of Community Services. Borrower agrees to use the loan and its
proceeds solely for activities as set forth in its Rural Development Loan
Fund (RDLF) application ("approved program") submitted to OCS (including
any supplements or modifications thereof agreed to by both parties) and
in accordance with the Loan Terms and Conditions, the terms and conditions
of this Loan Agreement and the Rules and Regulations (as they may be amended)
governing the RDLF (45 CFR 1076.50). EXHIBIT "A",
RESOLUTION N0.
2. Repayment:
• Repayment of this loan shall be made as follows:
2.1 Principal shall be paid in f frT (5n) equal
semi-annual installments of (S ~n,.pnn ) each commencing on the
30th of day of June 1989 and continuing every six months thereafter
until said principal is fully paid, except that the final payment
will be on December 29, 2013
2.2 Interest shall be paid on the unpaid principal balance at the
rate of 7 3/4 percent per annum with the first payment due on
June 30, 1984 and then on December 31st, and June 30th of each
year until and including December 31, 1988. After said period,
interest shall be paid on the unpaid principal balance in semi-
annual installments at the rate of 11 3/4 percent per
annum 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 OCS within 15
calendar days following the due date.
2.4 Borrower shall pay a late charge of 4y of the payment due of
principal or interest if payment for any of these is not
received within 15 calendar days following the•due date. The
late charge shall be considered unpaid if not received within
30 calendar days of the missed due date for which it was imposed.
Any unpaid late charge shall be added to principal and bear
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interest at the same rate as noted above for said principal.
Acceptance of a late charge by OCS does not constitute a waiver
of default.
3. Certifications:
On or before the date of the loan disbursement or drawdown, the
Borrower shall submit the following documentations to OCS:
3.1 A current copy of the borrower's articles of incorporation
or charter.
3.2 Certification that there 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 its approved
program, or if there has been an adverse change, that it has been
remedied to the satisfaction of OCS.
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 Thereafter, OCS immediately shall cause to be issued a Letter-
of-Credit in the principal amount noted in paragraph 1 of this
agreement.
4.3 OCS shall release funds by a Letter-of-Credit to a commercial
bank designated by the borrower.
4.4 Borrower may draw down under this award such funds as are
necessary to implement its approved work program. The date
of such draw down shall constitute'~the date the funds are
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advanced under this Loan Agreement for purposes of computing
interest payments as set forth in paragraphs 2.1 and 2.2
above. Borrower shall notify the Director, OCS, of such
date of draw down in writing within five (5) days of such
date.
4.5 Borrower shall maintain a separate ledger and segregated
account for RDLF funds obtained under its Letter-of-Credit
as required in 45 CFR 1076.50.10(d).
4.6 Funds and other assets of the RDLF program shall retain their
Federal character while in the possession of the Borrower.
5. Reporting Requirements
Borrower shall provide OCS with the following reports as required
bylaw or as deemed appropriate by OCS, plus any other report as
OCS shall from time to time require:
• 5.1 Annual audit in accordance with 45 CFR Part 74; dates of
audit report period need not necessarily coincide with other
reports on the RDLF program. Audits shall be due 90 days
following the audit period.
5.2 Semi-annual reports for periods ending June 30 and December 31
(due 30 days after the end of the period) as follows:
A. RDLF Lending and Guaranteeing Activity Report
B. .RDLF Income and Expense Statement
C. RDLF Balance Sheet
D. RDLF Summary of Lending Program
E. RDLF Summary of Loan Guarantees
F. RDLF Impact Report
G. RDLF Project Progress Review Narrative
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These reports, including audits, shall contain information only on the
RDLF loan funds, or if other funds are included, the RDLF loan program
portion shall be segregated from the others; and in the case
where the Borrower has more than one RDLF loan from OCS, a separate
report shall be made for each of these RDLF loans.
6. Relending
6.1 Before making any loan or guarantee of funds disbursed hereunder,
Borrower must obtain written OCS approval of:
A. All forms to be used for relending purposes, including
application forms, loan agreements, promissory notes,
guarantee agreements, and security instruments.
B. Borrower's binding policy with regard to the amount
and form of security to be required for loans and
guarantees under the principal sum of $ 100.000
6.2 Before making any loan or guarantee of funds disbursed hereunder
over the principal sum of $ 100,000 Borrower must
obtain specific written approval of OCS. „ ~ - -•~ ~ ~ ,,
~~ ~~~
7. Default
On the occurrence of any event of default as described below, OCS 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 be regarded as an "event of default" in the
sole discretion of the Director, OCS:
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(A) Failure, inability or unwillingness of Borrower to carry out
or comply with the specific activities in its loan application
as approved by OCS, or Loan Terms and Conditions, or any terms or
conditions of this Loan Agreement, or any applicable federal or
state laws, or with such HHS or OCS regulations as may become
generally applicable at any time.
(B) Failure of Borrower to pay any installment of principal or ~
interest on its promissory note to OCS 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
for the benefit of, or entering into any composition or arrangement
with creditors; (2) proceedings for the appointment of a
receiver, trustee or liquidator of Borrower, or 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 HHS or OCS
in, connection with the financial assistance awarded hereunder
which is false, incomplete or incorrect in any material respect.
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(E) Failure of Borrower to remedy any material adverse change in its
financial or other condition (such as the representational character
of its board of directors or policymaking body) arising since the
date of OCS's award of assistance hereunder, which condition was
' an inducement to OCS's original award.
8. Collateral
The borrower pledges as collateral to secure its indebtedness under this
Loan Agreement, its portfolio of investments derived from the proceeds
of this loan award, and~its real property, rights and interests equivalent
in dollar value to the amount o.f this loan together with such interest as
may be due the Office of Community Services. '
9. Other Parties
This Loan Agreement is not for the benefit of third parties. OCS
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. Successors and Assigns:
The Loan Agreement shall be binding upon Borrower and its successors
and assigns and upon OCS and its successors and assigns, and shall
survive the closing of the Loan and disbursement of proceeds.
11. Applicable Laws:
Interpretation of this Loan Agreement shall be governed by the laws
of the District of Columbia.
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IN WITNESS WHEREOF, OCS and Borrower have executed this Agreement
as of the date first above-mentioned.
BORROWER
OCS '
BY:
Title:
Date:
Address:
Telephone:
BY:
Title:
Date:
Address:
Telephone:
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Exhibit I
RDLF DEVELOPMENT LOAN FUND
NOTE
AT: Washington, D. C.
AMOUNT: .$1,000,000
TERM: 30 years
DATED: December 30, 1983
1. FOR VALUE RECEIVED, the undersigned promises to pay to the order
of the Department of Health and Auman Services/Office of Community Services
(OCS) an Agency of the Federal Government through its principal office
at 1200 Nineteenth Street, Northwest, Washington, District of Columbia,
or through such other place as the holder may designate in writing, the
principal sum of one million dollars
($ 1,000,000 ), or so much thereof as may have been advanced
hereunder together with interest on the unpaid portion thereof at the
rate of ~ 3/4 percent per annum from the date(s) funds are advanced
hereunder up to and including December 31, 1988, and thereafter at the
rate of 11 3f4 percent per annum until maturity. Poore specifically,
principal and interest are payable in lawful money of the United States
as follows:
Principal shall be paid in fifty (SO) equal semi-annual
installments of twenty thousand dollars ($ 20,000 )
each, commencing on the 30th day of June, 1989 and continuing
every six months thereafter until said principal is fully paid,
except that the final payment shall be on December 29, 2013
Interest shall be paid on the unpaid principal balance at the
rate of 7 3/4 percent per annum with the first payment due sig"
months from the date of this agreement and then on June 30 and
December 31 of each year until and including December 31, 1988,
EXHIBIT "B",
RESOLUTION N0.~ a a
after said period, interest shall be paid on the unpaid principal
balance in semi-annual installments at the rate of 11 3/4 percent
per annum until said interest and principal is fully paid. The
final payment shall be due on December 29, 2013 •
Unpaid interest shall be added to principal and bear interest at
the same rate as noted above for said principal. Interest will
be considered unpaid if not received by OCS within 15 calendar
days following the due date.
Borrower shall pay a late charge of 4y of the payment due of
principal or interest if payment for any of these is not
received within 15 calendar days following the due date. The
late charge shall be considered unpaid if not received within
30 calendar days of the missed due date for which it was imposed,
and any unpaid late charge shall be added to principal and bear
interest at the same rate as noted above for said principal.
Payment of any installment of principal or interest owing on this
note may be made prior to the maturity date thereof without penalty.
2. The term, "Indebtedness", shall mean the indebtedness evidenced
by this Note, including principal, interest, and expenses, whether now
due, or thereafter to become due.
3. If payment of the indebtedness evidenced by this Note, or any
part thereof, shall not be made when due and at maturity, by acceleration
or otherwise, the undersigned hereby authorize and empower any attorney
of any court of record in the United States to appear for the undersigned
in court, or before any clerk thereof, and confess judgment against the
undersigned in favor of the Holder of this Note for the amount then due
with interest and costs.
4. Holder may, at its option, declare all or any part of the
Indebtedness immediately due and payable upon the happening of any of the
following events:
(1) Failue to pay any part of the Indebtedness due;
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(2) Default under, noncompliance with, or nonperformance
of any term or condition of that certain Loan Agreement,
of even date herewith, by and between the undersigned and
OCS;
(3 ), Holder's discovery of the undersigned's failure, in any
application, report, or warranty of the undersigned to
the Holder to disclose any fact deemed by the Holder to
be material, or of the making in any of said documents of
any misrepresentation by, or on behalf of', or for the
benefit of the undersigned;
(4) The undersigned's failure to comply in a way deemed by
the Holder to be material with rules pertaining to the
Rural Development Loan Fund as such rules may be published
from time to time by HIiS or OCS in the Federal Register.
Holder's failure to exercise its right to accelerate the due date
of its payments shall not constitute a waiver thereof.
S. The Indebtedness shall immediately become due and payable,
without notice or demand, upon the appointment of a receiver or liquidator,
whether voluntary or involuntary, for the undersigned or for any of its
property, or upon the filing of a petition by or against the undersigned
under the provisions of any State insolvency law or under the provisions
of the Bankruptcy Act of 1978, as amended, or upon the mailing by the
undersigned of an assignment for the benefit of its creditors.
6. The undersigned shall pay all expenses, whether incurred in or
out of court, and whether incurred before or after this Note shall become
due at its maturity date or otherwise, which Holder may deem necessary or
proper in connection with obtaining satisfaction of the Indebtedness,
including but not limited to reasonable attorneys fees. Holder is
authorized to pay at any time and from time to time any and all of such
expenses, add the amount of such payment to the indebtedness, and charge
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interest thereon at the then applicable rate of interest specified herein
with respect to the principal amount to this Note.
7. The rights of the Holder or its assigns hereunder shall not be
impaired~by Holder's sale, hypothecation, or rehypothecation of any note
of the undersigned, or by any indulgence including but not limited to any
renewal, extension or modification which Holder may grant with respect to
the Indebtedness or any part thereof, or any indulgence granted in respect
of any endorser, guarantor, or surety, except of course to the extent of
such indulgence. The purchaser, assignee, transferee, or pledgee of this
Note, any guarantee, and any other document (or any of them), sold assigned,
transferred, pledged or repledged; shall forthwith become vested with and
entitled to exercise all the powers and rights given by this Note and by
the aforesaid Loan Agreement and all applications of the undersigned to
the Holder as if said purchaser, assignee, transferee, or pledgee were
originally named as Payee in this Note and in said Loan Agreement and in
said application or applications, and subject to any claims and defenses
of the debtor under such note, guarantee, loan agreement and any other
document.
8. This Note is given to evidence a loan made by OCS in connection
with the implementation of the Rural Development Loan Fund program. This
instrument is to be construed according to pertinent Rules and Regulations
of HHS and OCS and to be enforced in accordance with applicable Federal Law.
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9. In the event that any provision or clause in this Note is not
enforceable in a court of law, all other provisions and clauses shall
continue to remain in effect.
ATTEST:
(SEAL)
BY:
Title:
Date:
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