HomeMy WebLinkAboutResolution #5012 RESOLUTION NO.5012
A RESOLUTION APPROVING A LINE OF CREDIT AGREEMENT WITH IPAVA STATE
BANK(LENDER)AND THE CITY OF CANTON(BORROWER)
WHEREAS,the Finance Committee has determined that since the property tax allocations will be
late reaching the City this year, it is necessary and in the best interest of the City of Canton to seek a
temporary line of credit up to $600,000.00 for the payment of general expenses and in anticipation that
the property tax revenues will be received later in 2015; and
WHEREAS,the Canton City Council has made a similar determination;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.
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 line of credit agreement attached to this Resolution as Exhibit A providing that the city
of Canton borrow up to $600,000.00 from Ipava State Bank upon terms 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 6th day
of May, 2015 upon a roll call vote as follows:
AYES: Aldermen,Ellis,Justin Nelson,Lovell, Hale,West,Pickel
NAYS: None
ABSENT: Alderman Jim Nelson
ABSTAIN: Alderman Tad Putrich
APPROVED:
Jeffr ,ri or
A E T•
Pav rock, Clerk
NLR Resolutions
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LOAN NUMBER LOAN NAME ACCT.NUMBER NOTE DATE INITIALS
406871-15 City Of Canton 05/05/15 440260
NOTE AMOUNT INDEX(w/Margin) RATE MATURITY DATE LOAN PURPOSE
$600,000.00 Not Applicable 2.750% 11/05/15 Commercial
Creditor Use Only
PROMISSORY NOTE
(Commercial-Draw)
DATE AND PARTIES. The date of this Promissory Note(Note)is May 5, 2015. The parties and their addresses are:
LENDER:
IPAVA STATE BANK
123 E. Pine
Canton, IL 61520
Telephone: (309)647-3288
BORROWER:
CITY OF CANTON
2 N.Main St
Canton, IL 61520
1.DEFINITIONS. As used in this Note,the terms have the following meanings:
A. Pronouns. The pronouns "1," "me," and "my" refer to each Borrower signing this Note, individually and together with their heirs, successors and assigns,
and each other person or legal entity(including guarantors, endorsers, and sureties) who agrees to pay this Note. "You" and "Your" refer to the Lender, any
participants or syndicators,successors and assigns,or any person or company that acquires an interest in the Loan.
B.Note. Note refers to this document,and any extensions,renewals,modifications and substitutions of this Note.
C. Loan. Loan refers to this transaction generally, including obligations and duties arising from the terms of all documents prepared or submitted for this
transaction such as applications,security agreements,disclosures or notes,and this Note.
D.Loan Documents. Loan Documents refer to all the documents executed as a part of or in connection with the Loan.
E.Property. Property is any property,real,personal or intangible,that secures my performance of the obligations of this Loan.
F.Percent. Rates and rate change limitations are expressed as annualized percentages.
G.Dollar Amounts. All dollar amounts will be payable in lawful money of the United States of America.
2.PROMISE TO PAY. For value received, I promise to pay you or your order, at your address, or at such other location as you may designate, amounts advanced
from time to time under the terms of this Note up to the maximum total principal balance of $600,000.00(Principal), plus interest from the date of disbursement,
on the unpaid outstanding Principal balance until this Note is paid in full and you have no further obligations to make advances to me under the Loan.
3.ADVANCES. Advances under this Note are made according to the following terms and conditions.
A.Requests for Advances. My requests are a warranty that I am in compliance with all the Loan Documents. When required by you for a particular method of
advance, my requests for an advance must specify the requested amount and the date and be accompanied with any agreements,documents,and instruments
that you require for the Loan. Any payment by you of any check, share draft or other charge may, at your option, constitute an advance on the Loan to me.
All advances will be made in United States dollars. I will indemnify you and hold you harmless for your reliance on any request for advances that you
reasonably believe to be genuine. To the extent permitted by law, I will indemnify you and hold you harmless when the person making any request represents
that I authorized this person to request an advance even when this person is unauthorized or this person's signature is not genuine.
I or anyone I authorize to act on my behalf may request advances by the following methods.
(1)1 make a request in person.
(2)1 make a request by phone.
(3)1 make a request by mail.
(4)1 write a check or share draft.
B.Advance Limitations. In addition to any other Loan conditions,requests for,and access to,advances are subject to the following limitations.
(1)Discretionary Advances. You will make all Loan advances at your sole discretion.
(2)Advance Amount. Subject to the terms and conditions contained in this Note,advances will be made in exactly the amount I request.
(3) Cut-Off Time. Requests for an advance received before 3:00:00 PM will be made on any day that you are open for business, on the day for which
the advance is requested.
14)Disbursement of Advances. On my fulfillment of this Note's terms and conditions,you will disburse the advance in any manner as you and I agree.
(5)Credit Limit. I understand that you will not ordinarily grant a request for an advance that would cause the unpaid principal of my Loan to be greater
than the Principal limit. You may, at your option, grant such a request without obligating yourselves to do so in the future. I will pay any overadvances
in addition to my regularly scheduled payments. I will repay any overadvance by repaying you in full within days after the overadvance occurs.
(6)Records. Your records will be conclusive evidence as to the amount of advances,the Loan's unpaid principal balances and the accrued interest.
C.Additional Conditions. The conditions for future advances are as needed for business purposes and at the discretion of the Ipava State Bank
4.INTEREST. Interest will accrue on the unpaid Principal balance of this Note at the rate of 2.750 percent(Interest Rate).
A. Post-Maturity Interest. After maturity or acceleration, interest will accrue on the unpaid Principal balance of this Note at the Interest Rate in effect from
time to time,plus an additional 5.000 percent, until paid in full.
B. Maximum Interest Amount. Any amount assessed or collected as interest under the terms of this Note will be limited to the maximum lawful amount of
interest allowed by state or federal law, whichever is greater. Amounts collected in excess of the maximum lawful amount will be applied first to the unpaid
Principal balance. Any remainder will be refunded to me.
C.Statutory Authority. The amount assessed or collected on this Note is authorized by the Illinois usury laws under 815 ILCS 205.
D.Accrual. Interest accrues using an Actual/360 days counting method.
5.REMEDIAL CHARGES. In addition to interest or other finance charges, I agree that I will pay these additional fees based on my method and pattern of payment.
Additional remedial charges may be described elsewhere in this Note.
A.Minimum Finance Charge-Commercial/Ag. Alin) Minimum Finance Charge-Commercial/Ag equal to $25.00.
6. PAYMENT. I agree to pay this Note on demand, but if no demand is made, I agree to pay this Note in a single payment of all unpaid Principal and accrued
interest on November 5,2015.
Payments will be rounded to the nearest $.01. With the final payment I also agree to pay any additional fees or charges owing and the amount of any advances
you have made to others on my behalf. Payments scheduled to be paid on the 29th, 30th or 31st day of a month that contains no such day will, instead,be made
on the last day of such month.
7.PREPAYMENT. I may prepay this Loan in full or in part at any time. Any partial prepayment will not excuse any later scheduled payments until I pay in full.
City Of Canton
Illinois Promissory Note Initials
IL/4XJBISHOP00000000009462006N Wolters Kluwer Financial Services 11996,2015 Bankers SystemsTM Page 1
8.LOAN PURPOSE. The purpose of this Loan is for a tax anticipation loan to be repaid with tax revenues received in 2015 in full faith and credit from the City of
Canton.
9.DEFAULT. I understand that you may demand payment anytime at your discretion. For example,you may demand payment in full if any of the following events
(known separately and collectively as an Event of Default)occur:
A.Payments. I fail to make a payment in full when due.
B. Insolvency or Bankruptcy. The death, dissolution or insolvency of, appointment of a receiver by or on behalf of, application of any debtor relief law, the
assignment for the benefit of creditors by or on behalf of, the voluntary or involuntary termination of existence by, or the commencement of any proceeding
under any present or future federal or state insolvency, bankruptcy, reorganization, composition or debtor relief law by or against me or any co-signer,
endorser,surety or guarantor of this Note or any other obligations I have with you.
C.Failure to Perform. I fail to perform any condition or to keep any promise or covenant of this Note.
D.Other Documents. A default occurs under the terms of any other Loan Document.
E.Other Agreements. I am in default on any other debt or agreement I have with you.
F.Misrepresentation. I make any verbal or written statement or provide any financial information that is untrue, inaccurate, or conceals a material fact at the
time it is made or provided.
G.Judgment. I fail to satisfy or appeal any judgment against me.
H.Forfeiture. The Property is used in a manner or for a purpose that threatens confiscation by a legal authority.
I.Name Change. I change my name or assume an additional name without notifying you before making such a change.
J.Property Transfer. I transfer all or a substantial part of my money or property.
K.Property Value. You determine in good faith that the value of the Property has declined or is impaired.
L. Insecurity. You determine in good faith that a material adverse change has occurred in my financial condition from the conditions set forth in my most
recent financial statement before the date of this Note or that the prospect for payment or performance of the Loan is impaired for any reason.
10.WAIVERS AND CONSENT. To the extent not prohibited by law, I waive protest, presentment for payment,demand, notice of acceleration, notice of intent to
accelerate and notice of dishonor.
A.Additional Waivers By Borrower. In addition, 1, and any party to this Note and Loan, to the extent permitted by law, consent to certain actions you may
take,and generally waive defenses that may be available based on these actions or based on the status of a party to this Note.
(1)You may renew or extend payments on this Note,regardless of the number of such renewals or extensions.
(2)You may release any Borrower,endorser,guarantor,surety,accommodation maker or any other co-signer.
(3)You may release,substitute or impair any Property securing this Note,
(4)You,or any institution participating in this Note, may invoke your right of set-off.
(5)You may enter into any sales, repurchases or participations of this Note to any person in any amounts and I waive notice of such sales, repurchases
or participations.
(6) 1 agree that any of us signing this Note as a Borrower is authorized to modify the terms of this Note or any instrument securing, guarantying or
relating to this Note.
B.No Waiver By Lander. Your course of dealing,or your forbearance from,or delay in,the exercise of any of your rights,remedies, privileges or right to insist
upon my strict performance of any provisions contained in this Note,or any other Loan Document,shall not be construed as a waiver by you,unless any such
waiver is in writing and is signed by you.
11.REMEDIES. After I default,you may at your option do any one or more of the following.
A.Acceleration. You may make all or any part of the amount owing by the terms of this Note immediately due.
B.Sources. You may use any and all remedies you have under state or federal law or in any Loan Document.
C.Insurance Benefits. You may make a claim for any and all insurance benefits or refunds that may be available on my default.
D. Payments Made On My Behalf. Amounts advanced on my behalf will be immediately due and may be added to the balance owing under the terms of this
Note,and accrue interest at the highest post-maturity interest rate.
E.Termination. You may terminate my rights to obtain advances or other extensions of credit by any of the methods provided in this Note.
F.Set-Off. You may use the right of set-off. This means you may set-off any amount due and payable under the terms of this Note against any right I have to
receive money from you.
My right to receive money from you includes any deposit or share account balance I have with you;any money owed to me on an item presented to you or in
your possession for collection or exchange;and any repurchase agreement or other non-deposit obligation. "Any amount due and payable under the terms of
this Note" means the total amount to which you are entitled to demand payment under the terms of this Note at the time you set-off.
Subject to any other written contract, if my right to receive money from you is also owned by someone who has not agreed to pay this Note, your right of
set-off will apply to my interest in the obligation and to any other amounts I could withdraw on my sole request or endorsement.
Your right of set-off does not apply to an account or other obligation where my rights arise only in a representative capacity. It also does not apply to any
Individual Retirement Account or other tax-deferred retirement account.
You will not be liable for the dishonor of any check when the dishonor occurs because you set-off against any of my accounts. I agree to hold you harmless
from any such claims arising as a result of your exercise of your right of set-off.
G.Waiver. Except as otherwise required by law,by choosing any one or more of these remedies you do not give up your right to use any other remedy. You
do not waive a default if you choose not to use a remedy. By electing not to use any remedy, you do not waive your right to later consider the event a default
and to use any remedies if the default continues or occurs again.
12. COLLECTION EXPENSES AND ATTORNEYS' FEES. On or after the occurrence of an Event of Default, to the extent permitted by law, I agree to pay all
expenses of collection, enforcement or protection of your rights and remedies under this Note or any other Loan Document. Expenses include reasonable
attorneys' fees. These expenses are due and payable immediately. If not paid immediately,these expenses will bear interest from the date of payment until paid
in full at the highest interest rate in effect as provided for in the terms of this Note. All fees and expenses will be secured by the Property I have granted to you,if
any. In addition, to the extent permitted by the United States Bankruptcy Code, I agree to pay the reasonable attorneys' fees incurred by you to protect your
rights and interests in connection with any bankruptcy proceedings initiated by or against me.
13.COMMISSIONS. I understand and agree that you (or your affiliate) will earn commissions or fees on any insurance products, and may earn such fees on other
services that I buy through you or your affiliate.
14.WARRANTIES AND REPRESENTATIONS. I have the right and authority to enter into this Note. The execution and delivery of this Note will not violate any
agreement governing me or to which I am a party.
15. APPLICABLE LAW. This Note is governed by the laws of Illinois, the United States of America, and to the extent required, by the laws of the jurisdiction
where the Property is located,except to the extent such state laws are preempted by federal law. In the event of a dispute,the exclusive forum,venue and place
of jurisdiction will be in Illinois,unless otherwise required by law.
16.JOINT AND INDIVIDUAL LIABILITY AND SUCCESSORS. My obligation to pay the Loan is independent of the obligation of any other person who has also
agreed to pay it. You may sue me alone, or anyone else who is obligated on the Loan, or any number of us together,to collect the Loan. Extending the Loan or
new obligations under the Loan,will not affect my duty under the Loan and I will still be obligated to pay the Loan. This Note shall inure to the benefit of and be
enforceable by you and your successors and assigns and shall be binding upon and enforceable against me and my personal representatives, successors, heirs and
assigns.
17. AMENDMENT, INTEGRATION AND SEVERABILITY. This Note may not be amended or modified by oral agreement. No amendment or modification of this
Note is effective unless made in writing and executed by you and me. This Note and the other Loan Documents are the complete and final expression of the
agreement. If any provision of this Note is unenforceable, then the unenforceable provision will be severed and the remaining provisions will still be enforceable.
No present or future agreement securing any other debt I owe you will secure the payment of this Loan if,with respect to this loan,you fail to fulfill any necessary
requirements or conform to any limitations of Regulations Z and X that are required for loans secured by the Property or if, as a result, this Loan would become
subject to Section 670 of the John Warner National Defense Authorization Act for Fiscal Year 2007.
City Of Canton
Illinois Promissory Note Initials
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113.INTERPRETATION. Whenever used,the singular includes the plural and the plural includes the singular. The section headings are for convenience only and are
not to be used to interpret or define the terms of this Note.
19. NOTICE, FINANCIAL REPORTS AND ADDITIONAL DOCUMENTS. Unless otherwise required by law, any notice will be given by delivering it or mailing it by
first class mail to the appropriate party's address listed in the DATE AND PARTIES section, or to any other address designated in writing. Notice to one Borrower
will be deemed to be notice to all Borrowers. I will inform you in writing of any change in my name, address or other application information. I will provide you
any correct and complete financial statements or other information you request. I agree to sign,deliver,and file any additional documents or certifications that you
may consider necessary to perfect,continue,and preserve my obligations under this Loan and to confirm your lien status on any Property. Time is of the essence,
20.CREDIT INFORMATION. I agree to supply you with whatever information you reasonably request. You will make requests for this information without undue
frequency,and will give me reasonable time in which to supply the information.
21. ERRORS AND OMISSIONS. I agree, if requested by you, to fully cooperate in the correction, if necessary, in the reasonable discretion of you of any and all
loan closing documents so that all documents accurately describe the loan between you and me. I agree to assume all costs including by way of illustration and
not limitation,actual expenses,legal fees and marketing losses for failing to reasonably comply with your requests within thirty(30)days.
22.WAIVER OF JURY TRIAL. All of the parties to this Note knowingly and intentionally,irrevocably and unconditionally,waive any and all right to a trial by jury in
any litigation arising out of or concerning this Note or any other Loan Document or related obligation. All of these parties acknowledge that this section has either
been brought to the attention of each party's legal counsel or that each party had the opportunity to do so.
CONFESSION OF JUDGMENT. If I default, I authorize any attorney to appear in a court of record and confess judgment against me in favor of you. The
confession of judgment may be without process and for any amount due on this Note including collection costs and reasonable attorneys'fees. This is in addition
to other ramad*a,-
23.SIGNATURES. By signing,I agree to the terms contained in this Note. I also acknowledge receipt of a copy of this Note.
BORROWER:
City Of Canton
By Date� �[��3
Jeffrey or
By Date
Ka lean A.Luker,City Treasurer
City Of Canton
Illinois Promissory Note
IL/4XJBISHOP00000000009462006N Initials
Wolters Kluwer Financial Services°1996, 2015 Bankers SystemsT" Page 3
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