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Ordinance 2019-63 UNITED CITY OF YORKVILLE KENDALL COUNTY, ILLINOIS ORDINANCE NO. 2019-63 AN ORDINANCE OF THE UNITED CITY OF YORKVILLE,KENDALL COUNTY,ILLINOIS APPROVING A LOAN TO REDEEM A NOTE FOR THE PURCHASE AND SALE OF REAL ESTATE (185 Wolf Street) Passed by the City Council of the United City of Yorkville,Kendall County,Illinois This 12th day of November, 2019 Published in pamphlet form by the authority of the Mayor and City Council of the United City of Yorkville,Kendall County,Illinois on November 14,2019. Ordinance No. 2019-63 AN ORDINANCE OF THE UNITED CITY OF YORKVILLE,KENDALL COUNTY,ILLINOIS, APPROVING A LOAN TO REDEEM A NOTE FOR THE PURCHASE AND SALE OF REAL ESTATE WHEREAS, the United City of Yorkville (the "City") is a duly organized and validly existing non-home rule municipality created in accordance with the Constitution of the State of Illinois of 1970 and the laws of the State; and, WHEREAS,pursuant to Section 11-63-3 of the Illinois Municipal Code(65 ILCS 5/11-63-3),the City purchased approximately 3.54 acres (the "Subject Property"), in 2008 for the purpose of storing public works and maintenance equipment owned by the City and issued a Note in the principal amount of $937,500 for a term of twenty (20) years with an interest on the unpaid principal balance currently at 5.83%; and, WHEREAS, the City has determined it to be in its best interest to redeem the Note and replace it with a Promissory Note (the "Loan")payable to the First National Bank of Omaha, Branch 020, DeKalb, Illinois, in the principal amount to $548,272.64 with an annual interest rate of 3.6% for a term of nine (9) years. NOW, THEREFORE, BE IT ORDAINED by the Mayor and City Council of the United City of Yorkville, Kendall County, Illinois, as follows: Section 1. The above recitals are incorporated and made a part of this Ordinance. Section 2. The Corporate Authorities hereby approve the attached Promissory Note dated November Is , 2019, payable to the First National Bank of Omaha in the principal amount of $548,272.64 with an annual interest rate of 3.6%on the unpaid principal balance amortized over a period of nine (9) years; and the Mayor is hereby authorized to execute said Promissory Note and all other certificates as may be required in connection with this Loan. Section 3. This Ordinance shall be in full force and effect upon its passage, approval, and publication as provided by law. Passed by the City Council of the United City of Yorkville, Kendall County, Illinois,this 12th day of November, A.D. 2019. DANIEL TRANSIER AYE KEN KOCH AYE JACKIE MILSCHEWSKI AYE ARDEN JOE PLOCHER ABSENT CHRIS FUNKHOUSER AYE JOEL FRIEDERS AYE SEAVER TARULIS AYE JASON PETERSON AYE Ordinance No.2019-63 Page 2 APPROVED, by me, as Mayor of the United City of Yorkville, Kendall County, Illinois, this Ptf / day of 40VEr►4)5E4 ,A.D. 2019. J Mayor Attest: CIS (7 6e/ht City Clerk Ordinance No.2019-63 Page 3 I II I II II 11111111111111111111111111111 IMI 1I I IIII 111111111111111I I II I II I I1 l 111111111 IIII 111 I III IIilI IIII 1111 I I II II IIII IIII 1 Illi I III Il IIII '##>k######000020090291577811182019* øfnbo PROMISSORY NOTE Principal Loan DateMaturity Loan No Call/Coll Account Officer Initials $548,272.64 11-18-2019 111- 18-2028 References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing' **"has been omitted due to text length limitations. Borrower: The United City of Yorkville Lender: First National Bank of Omaha 800 Game Farm Road Branch#020 Yorkville,IL 60560 141 W.Lincoln Hwy DeKalb,IL 60115 Principal Amount: $548,272.64 Date of Note: November 18,2019 PROMISE TO PAY. The United City of Yorkville("Borrower")promises to pay to First National Bank of Omaha ("Lender"),or order,in lawful money of the United States of America,the principal amount of Five Hundred Forty-eight Thousand Two Hundred Seventy-two&64/100 Dollars ($548,272.64),together with interest on the unpaid principal balance from November 18, 2019,calculated as described in the"INTEREST CALCULATION METHOD"paragraph using an interest rate of 3.600%per annum based on a year of 360 days,until paid in full. The Interest rate may change under the terms and conditions of the"INTEREST AFTER DEFAULT"section. PAYMENT. Borrower will pay this loan in 107 payments of$5,964.18 each payment and an irregular last payment estimated at$5,964.58. Borrower's first payment is due December 18, 2019, and all subsequent payments are due on the same day of each month after that. Borrower's final payment will be due on November 18,2028,and will be for all principal and all accrued interest not yet paid. Payments include principal and interest. Unless otherwise agreed or required by applicable law, payments will be applied to interest,principal,and expenses owing under the Note in an order determined by Lender. 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 this Note Is computed on a 365/360 basis;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. All interest payable under this Note is computed using this method. PREPAYMENT. Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the date of the loan and will not be subject to refund upon early payment(whether voluntary or as a result of default), except as otherwise required by law. Except for the foregoing,Borrower may pay without penalty all or a 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 sends 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 communications concerning disputed amounts,including any check or other payment instrument that indicates that the payment constitutes "payment in full"of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: First National Bank of Omaha,Branch#020,141 W.Lincoln Hwy,DeKalb,IL 60115. LATE CHARGE. If a payment is 10 days or more late, Borrower will be charged 5.000% of the regularly scheduled payment or$25.00, 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('Event of Default")under this Note: Payment Default. Borrower fails to make any payment when due under this Note. Other Defaults. Borrower fails 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 In Favor of Third Parties. 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's 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,or made by Guarantor,or any other guarantor,endorser,surety,or accommodation party,under this Note or the related documents in connection with the obtaining of the loan evidenced by this Note or any security document directly or indirectly securing repayment of this Note 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. Death or Insolvency. The death of Borrower or the dissolution or termination of Borrower's existence as a going business,the insolvency of Borrower,the appointment of a receiver for any part 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 a surety bond for the creditor or forfeiture proceeding,in an amount determined by Lender,in its sole discretion,as being an adequate reserve or bond for the dispute. Execution;Attachment. Any execution or attachment is levied against the Collateral,and such execution or attachment is not set aside, discharged or stayed within thirty(30)days after the same is levied. Change in Zoning or Public Restriction. Any change in any zoning ordinance or regulation or any other public restriction is enacted,adopted or implemented,that limits or defines the uses which may be made of the Collateral such that the present or intended use of the Collateral, as specified in the related documents,would be in violation of such zoning ordinance or regulation or public restriction,as changed. Default Under Other Lien Documents. A default occurs under any other mortgage,deed of trust or security agreement covering all or any portion of the Collateral. Judgment Unless adequately covered by insurance in the opinion of Lender,the entry of a final judgment for the payment of money involving more than ten thousand dollars($10,000.00)against Borrower and the failure by Borrower to discharge the same,or cause it to be discharged,or bonded off to Lender's satisfaction,within thirty(30)days from the date of the order,decree or process under which or pursuant to which such judgment was entered. Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor,or any other guarantor,endorser,surety, or accommodation party of any of the indebtedness or any Guarantor,or any other 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. Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of this Note is 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 and all accrued unpaid interest immediately due,and then 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 PROMISSORY NOTE Loan No:20090291 (Continued) Page 2 Lender that amount. This includes,subject to any limits under applicable law,Lender's attorneys'fees and Lender's legal expenses,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 all other sums provided by law. JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any action,proceeding,or counterclaim brought by either Lender or Borrower against the other. GOVERNING LAW. This Note will be governed by federal law applicable to Lender and,to the extent not preempted by federal law,the laws of the State of Illinois without regard to its conflicts of law provisions. This Note has been accepted by Lender in the State of Illinois. CHOICE OF VENUE. If there is a lawsuit,Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of DeKalb 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 costs of suit,and to release all 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 necessary 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. DISHONORED ITEM FEE. Borrower will pay a fee to Lender of$30.00 if Borrower makes a payment on Borrower's loan and the check or preauthorized charge with which Borrower pays is later dishonored. RIGHT OF SETOFF. To the extent permitted by applicable law,Lender reserves a right of 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 Lender's charge and setoff rights provided in this paragraph. COLLATERAL. This loan is unsecured. FINANCIAL STATEMENTS. Borrower agrees to provide Lender with such financial statements and other related information at such frequencies and in such detail as Lender may reasonably request. ERRORS AND OMISSIONS. Borrower agrees, if requested by Lender, to fully cooperate in the correction, if necessary, in the reasonable discretion of Lender of any and all loan closing documents so that all documents accurately describe the loan between Lender and Borrower. Borrower agrees 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 Lender requests within thirty(30)days. U.S.A.PATRIOT ACT.To help the government fight the funding of terrorism and money laundering activities,the USA PATRIOT Act requires all banks to obtain and verify the identity of each person or business that opens an account. When Borrower opens an account Lender will ask Borrower for information that will allow Lender to properly identify Borrower and Lender will verify that information. If Lender cannot properly verify identity within 30 calendar days,Lender reserves the right to deem all of the balance and accrued Interest due and payable immediately. ELECTRONIC COPIES. Lender may copy, electronically or otherwise, and thereafter destroy,the originals of this Agreement and/or Related Documents in the regular course of Lender's business.All such copies produced from an electronic form or by any other reliable means(i.e., photographic image or facsimile) shall in all respects be considered equivalent to an original, and Borrower hereby waives any rights or objections to the use of such copies. CROSS DEFAULT.An Event of Default,beyond the applicable cure period,if any,or an Event of Default under any other Loan or any Related Document will constitute an Event of Default under this Agreement and a default and an Event of Default under any other agreement by Borrower or any affiliate or subsidiary of Borrower with or in favor of Lender and under any evidence of any Loan or Indebtedness held by Lender,whether or not such is specified therein.Borrower acknowledges that some Loan Documents will be preprinted forms and that it is the intent of Borrower and Lender that all Loans and Guaranties by Borrower or any affiliate or subsidiary of Borrower with or in favor of Lender be cross-defaulted with each other. CONSENT TO PARTICIPATION.Borrower agrees and consents to Lender's sale or transfer,whether now or later,or one or more participation interest in this loan to one or more purchasers,whether related or unrelated to Lender. Lender may provide,without any limitation whatsoever, to any one or more purchasers,or potential purchasers,any information or knowledge Lender may have about Borrower or about any other matter relating to the Loan,and Borrower hereby waives any rights to privacy it may have with respect to such matters.Borrower additionally waives any and all notices of sale of participation interest,as well as all notices of any repurchase of such participation interests.Borrower also agrees that the purchasers of any such participation interest will be considered as the absolute owners of such interests in the Loan and will have all the rights granted under the participation agreement or agreements governing the sale of such participation interests.Borrower further waives all rights of offset or counterclaim that it may have now or later against Lender or against any purchaser of such a participation interest and unconditionally agrees that either Lender or such purchaser may enforce Borrower's obligation under the Loan irrespective of the failure or insolvency of any holder of any interest in the Loan.Borrower further agrees that the purchaser of any such participation interests may enforce its interest irrespective of any personal claims or defenses that Borrower may have against Lender. SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and 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 and 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: • THE UNITED CITY OF YORKVILLE By: COPY John Purcell,Mayor of The United City of Yorkville PROMISSORY NOTE Loan No:20090291 (Continued) Page 3 LENDER: FIRST NATIONAL BANK OF OMAHA X COPY Jason Hanson,Advisor Commercial Banking usva,.V.,.19 3 0039 ce4,.34om uu ce.ee..w.1997,3319.a 7am.Reserved. -d 1.19911.91.1020 FC 33.290545 97.1490