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HomeMy WebLinkAboutResolution #5066 RESOLUTION NO.5066 A RESOLUTION APPROVING A FINANCING AGREEMENT WITH MORTON COMMUNITY BANK(LENDER)AND THE CITY OF CANTON(BORROWER)TO FINANCE THE PURCHASE OF A STREET SWEEPER WHEREAS, the City Council has approved the purchase of a street sweeper and a certain amount of the purchase price needs to be financed;and WHEREAS, the City Council approved the bid of Morton Community Bank as the lowest bid the City of Canton received; and WHEREAS, the Morton Community Bank bid the $145,737.00 principal amount for 5 years at 2.25% interest with the first payment being due one (1) year after the origination of the financing agreement; and WHEREAS, the borrowing and expenditure of sums for such purpose is authorized by 65 ILCS 5/8-1-3.1 of the Illinois Municipal Code; and WHEREAS, the City Council of the City of Canton has made the determination that the borrowing of such funds is appropriate. NOW THEREFORE, IT IS RESOLVED BY THE CITY COUNCIL OF THE CITY OF CANTON, Fulton County, Illinois as follows: 1. That the Canton City Council hereby finds the foregoing recitals to be fact. 2. That the financing agreement attached to this Resolution as Exhibit A providing that the City of Canton borrow up to $145,737.00 from Morton Community Bank upon terms of 2.25% interest for five (5) years with the first payment being due one (1) year from the date of agreement origination and conditions set forth is said agreement is hereby approved. 3. That the Mayor and City Clerk or City Treasurer are hereby authorized and directed to execute and deliver said agreement on behalf of the City of Canton and to take such further acts as may be reasonably necessary to effectuate and conclude the contemplated transaction. 4. That this Resolution shall be in full force and effect immediately upon its passage by the City Council of the City of Canton, Illinois and approval by the Mayor thereof. PASSED by the City Council of the City of Canton, Illinois at a regular meeting this 4th day of October, 2016 upon a roll call vote as follows: AYES: Aldermen Justin Nelson, Gerald Ellis. John Lovell, Angela Hale, Craig West, Ryan Mayhew NAYS: None ABSTAIN: Alderman Tad Putrich 1 NLR Resolutions 09/28/2016 ABSENT: None APPROVED: JeffreyA. '�, Mayor ATj�CEST: 7 i Dian"aWvleyck;City Clerk NLR Resolutions 09/28/2016 11H1111111 PROMISSORY NOTE Principal Loan Date Maturity Loan No CaN/Coll Account Officer Initials 8145,737.00 10-13-2016 10-13-2021 1043031 117 References in the boxes above ere for Lender's use only and do not limit the applicability of this document to any particular loan or hem. Any item above containing has been omitted due to text length limitations. Borrower: City of Canton Lender: Morton Community Bank 2 N Main St Branch 639 Canton,IL 61520 PO Box 104 Morton,IL 61550 Principal Amount: 8145,737.00 Date of Note: October 13, 2016 PROMISE TO PAY. City of Canton("Borrower'I promises to pay to Morton Community Bonk Mender").or order,In lawful money of the United States of America, the principal amount of One Hundred Forty-five Thousand Seven Hundred Thirty-seven & 001100 Dollars 11145,737.00). together with retest on the unpaid principal balance from October 13. 2016, maculated as described In the 'INTEREST CALCULATION METHOD' paragraph using an Interest rate of 2.250%. until paid In tot The Interest tate may change under the terms and conditions of the "INTEREST AFTER DEFAULT-section. PAYMENT. Borrower will pay this loan in 5 payments of 031,112.90 each payment. Borrower's first payment is due October 13.2017,and all subsequent payments ere due on the same day of each year after that. Borrower's final payment will be due on October 13,2021, and wig be for all principal and all accrued interest not yet paid. Payments Include principal end Interest, Unless otherwise agreed or requited by applicable low,payments will be applied first to any accrued unpaid interest:then to principal:then to any escrow or reserve account payments as required under any mortgage, deed of trust, or other security Instrument or security agreement securing this Note: and then to any Nb charges. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing. INTEREST CALCULATION METHOD. interest on aids Note is computed on a 365/360 bate:that Is. by applying the ratio of the interest rate over a year of 360 days. multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. Al Interest payable under this Note Is computed using this method. TAX EXEMPT AND BANK QUALIFIED STATUS.Borrower represents and warrants to Lender that the obligation represented by this promissory note is both tax exempt and bank qualified. Concerning tax exempt status, Borrower agrees to timely file Form 8038-G or Form 8038-GC las applicable) with the Internal Revenue Service, as evidence of such tax exempt status, end promptly provide to Lender a copy of same. Concerning bank qualified status, Borrower agrees to provide Lander, as of the date of the promissory note, en executed form of Internal Revenue Code Section 2651b113}Designation,as evidence of such bank qualified status. Borrower further agrees to cooperate fully with Lender at all times concerning any Issues arising as to whether the obligation represented by this promissory note Is tax exempt or bank qualified. PREPAYMENT PENALTY. Upon prepayment of this Note. Lender is entitled to the following prepayment penalty: If this Note Is prepald,there will be a prepayment penalty of 2% of the princlpel prepaid. Penalty wM only be assessed if the loan Is paid through financing at another financial Institution. Except for the foregoing.Borrower may pay W or•portion of the amount owed earlier than it Is due. Early payments will not,unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments under the payment schedule. Rather,early Payments will reduce the principal balance due and may result in Borrower's making fewer payments. Borrower agrees not to send Lender payments marked "paid In full', "without recourse", or similar language. If Borrower sande such a payment, Lender may accept it without losing any of Lender's rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender. All written ommunications concerning damned amounts, including any check or other payment Instrument that Indicates that the payment constitutes `payment In hill"of the amount owed or Mat is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: Morton Community Bank,Branch 639,PO Box 104, Morton,IL 61550. LATE CHARGE. If a payment is 10 days or more late, Borrower will he charged 5.000% of the regularly scheduled payment or 810.00. whichever is greater. INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity,the Interest rate on this Note shall be Increased by 6.000 percentage points. However, in no event will the Interest rate exceed the maximum interest rate limitations under applicable law. DEFAULT. Each of the following shall constitute an event of default 1"Event of Default")under this Note: Payment Default. Borrower fails to make any payment when due under this Note. Other Defaults. Borrower falls to comply with or to perform any other term, obligation, covenant or condition contained in this Note or In any of the related documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower. Default M Favor of Third Pardee. Borrower or any Grantor defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, In favor of any other creditor or person that may materially affect any of Borrower'. property or Borrower's ability to repay this Note or perform Borrower's obligations under this Note or any of the related documents. False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Note or the related documents is false or misleading in any material respect,either now or at the time made or furnished or becomes false or misleading at any time thereafter. Insolvency. The dissolution or termination of Borrower's existence as a going business, the insolvency of Borrower, the appointment of a receiver for any pert of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the loan. This includes a garnishment of any of Borrower's accounts, Including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or e surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, In its sole discretion, as being an adequate PROMISSORY NOTE Loan No: 1043031 (Continued) Page 2 reserve or bond for the dispute. Events Affecting Guarantor. Any of the preceding events occurs with respect to any guarantor, endorser,surety, or accommodation party of any of the indebtedness or any guarantor, endorser, surety, or accommodation party dies or becomes incompetent, or revokes or disputes the validity of,or liability under,any guaranty of the Indebtedness evidenced by this Note. Change In Ownership. Any change in ownership of twenty-five percent(25%)or more of the common stock of Borrower. Adverse Change. A material adverse change occurs In Borrower's financial condition, or Lender believes the prospect of payment or performance of this Note le Impaired. Insecurity. Lender In good faith believes Itself insecure. LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal balance under this Note end all accrued unpaid interest immediately due,and than Borrower will pay that amount. ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect this Note If Borrower does not pay. Borrower will pay Lender that amount. This includes, subject to any limits under applicable law,Lender's attorneys' fees end lender's legal expanses,whether or not there is a lawsuit, including attorneys' fees, expenses for bankruptcy proceedings(including efforts to modify or vacate any automatic stay or injunction), and appeals. If not prohibited by applicable law, Borrower also will pay any court costs, in addition to ell other sums provided by law. JURY WAIVER, Lender and Borrower hereby waive the right to any fury trial N any action,proceeding,or counterclaim brought by ether Lender or Borrower agakw the other. GOVERNING LAW. Title Note will be governed by federal law applicable to Lender end,to the extern not preempted by federal law,the laws of the State of Imola without regard to its conflicts of law provisions. This Note has been accepted by Lender in the State of MInals. CHOICE OF VENUE. If there Is a lawsuit, Borrower agrees upon Lenders request to submit to the jurisdiction of the courts of Tazewell or Peoria County, State of Illinois. CONFESSION OF JUDGMENT. Borrower hereby Irrevocably authorizes and empowers any attorney-at-law to appear in any court of record and to confess judgment against Borrower for the unpaid amount of this Note as evidenced by an affidavit signed by an officer of Lender setting forth the amount then due, attorneys' fees plus cons of suit, and to release ell errors, and waive all rights of appeal. If a copy of this Note, verified by an affidavit, shall have been filed In the proceeding, it will not be necessery to file the original as a warrant of attorney. Borrower waives the right to any stay of execution and the benefit of all exemption laws now or hereafter in effect. No single exercise of the foregoing warrant and power to confess judgment will be deemed to exhaust the power, whether or not any such exercise shall be held by any court to be Invalid, voidable, or void; but the power will continue undiminished and may be exercised from time to time as Lender may elect until all amounts owing on this Note have been paid In full. Borrower hereby waives and releases any and all claims or causes of action which Borrower might have against any attorney acting under the terms of authority which Borrower has granted herein arising out of or connected with the confession of judgment hereunder. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right at setoff In all Borrower's accounts with Lender(whether checking, savings,or some other account). This Includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the debt against any and all such accounts, and,at Lender's option, to administratively freeze all such accounts to allow Lender to protect Lander's charge and setoff rights provided In this paragraph. REPORTING REQUIREMENTS.Borrower agrees to provide Lender, upon request any financial statement or information lender deems necessary, including but not limited to: personal financial statement, personal tax return, business profit and bee statement, business balance sheet and business tax return on an annual basis, when requested. Borrower warrants that the financial information provided to lender is or will be accurate, correct and complete. SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, end upon Borrower's heirs, personal representatives, successors and assigns, and shall Inure to the benefit of Lender and its successors and assigns. GENERAL PROVISIONS. If any part of this Note cannot be enforced, this fact will not affect the rest of the Note. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. Borrower end any other person who signs, guarantees or endorses this Note,to the extent allowed by law,waive presentment,demand for payment, and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan or release any party or guarantor or collateral;or impair, fail to realize upon or perfect Lender's security interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Note are joint and several. PRIOR TO SIGNING THIS NOTE. BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE. BORROWER AGREES TO THE TERMS OF THE NOTE. BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE. BORROWER: CITY OF CANTON By: By: J� /1 Jeffrey A .M City of Canton Crystal Treasurer of ton rr...w u,eo Ce.e,.we.^..w,e..<,s 42.4".....4 "It nwwuvrc nu,r,s,r