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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 P S~Q r L ~~E Fltonet 700/377416 FAX: 70!/377.6601 /!'!~~~t~dI~~1GGt~~G ~e~IV' wr' '~i .' ~~ Iwoewooriee • A~oderwtsiw0 • Alebaltdtwa • Plawo~ropAtwo • A~b Btw Se/ee 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