09-111 Resolution No. 09-111
RESOLUTION
REPEALING RESOLUTION NO. 09-51 AND AUTHORIZING A LOAN AGREEMENT
WITH THE HISPANIC HERITAGE COALITION
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,ILLINOIS,that is
hereby repeals its Resolution No. 09-51 passed on March 4,2009 entitled"Resolution Authorizing a
Loan Agreement with the Hispanic Heritage Coalition".
BE IT FURTHER RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,
ILLINOIS, that Olufemi Folarin, City Manager, be and is hereby authorized to enter into a Loan
Agreement with the Hispanic Heritage Coalition, providing for a loan of funds to the Hispanic
Heritage Coalition in the amount of$44,436.60, a copy of which is attached hereto and made a part
hereof by reference.
s/Ed Schock
Ed Schock, Mayor
Presented: April 29, 2009
Adopted: April 29, 2009
Vote: Yeas: 7 Nays: 0
Attest:
s/Diane Robertson
Diane Robertson, City Clerk
•
°F Ft.0 City of Elgin
' 7 Mayor
r Ed Schock
r6 41°`.IrED4Eary Council Members
Juan Figueroa
Robert Gilliam
David J. Kaptain
F. John Steffen
John Walters
City Manager
May 4, 2009 Olufemi Folarin
Mr. John F. Hurlbut, Esq.
Hurlbut &Hurlbut, P.C.
574 N. McLean Blvd., Suite 100
Elgin, IL 60123
RE: Lin Agreement between the Hispanic Heritage
Coalition and the City of Elgin
Dear John:
Enclosed find returned to you an original fully executed copy of the above-referenced agreement
dated April 29, 2009.
Very truly yours,
VV
rV1 /
William A. Cogl=
Corporation Cou IMF
WAC/mg
Enclosure
cc: James R. Nowicki (w/attachment)
150 Dexter Court• Elgin, IL 60120-5555 • Phone 847/931-6100• Fax 847/931-5610•TDD 847/931-5616
www.cityofelgin.org
G: Printed on recycled paper
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LOAN AGREEMENT
THIS LOAN AGREEMENT made and entered into this 29th day of April, 2009, by and
between the City of Elgin,Illinois, a municipal corporation,organized and existing under the laws of
the State of Illinois (hereinafter referred to as the "City") and the Hispanic Heritage Coalition, an
Illinois not for profit corporation, (hereinafter referred to as "HHC").
WITNESSETH:
WHEREAS,HHC proposed to conduct a special event in the form of a festival called Fiesta
Salsa for September 13, 2008 (hereinafter referred to as the "Subject Special Event"); and
WHEREAS, the City and HHC entered into a Special Event Co-sponsorship Agreement
dated August 17, 2008, relating to the Subject Special Event; and
WHEREAS, the Special Event Co-sponsorship agreement for the Subject Special Event
provided in part that the City has determined that the Subject Special Event would attract additional
interest in the Center City Area and will assist in promoting further redevelopment of the Center City
Area; and
WHEREAS, HHC was unable to conduct the majority of the Subject Special Event due to
inclement weather; and
WHEREAS,HHC incurred substantial costs and expenses in connection with the planning of
the Subject Special Event; and
WHEREAS, given the unexpected loss of revenues due to the cancellation of the Subject
Special Event, HHC has requested that the City provide to HHC a loan of funds to be utilized by
HHC to pay certain individuals who have advanced funds for costs and expenses and vendors who
have supplied services related to the Subject Special Event; and
WHEREAS,the City of Elgin is a home rule unit which may exercise any power and perform
any function pertaining to its government and affairs; and
WHEREAS,HHC conducts a variety of activities which benefit the City of Elgin including,
but not limited to, activities such as the Subject Special Event, which promotes the further interest
and redevelopment of the City's Center City Area; and
WHEREAS, providing a loan of funds to HHC will facilitate the continued operations of
HHC, including certain activities of HHC which benefit the City of Elgin, and therefore pertains to
the government and affairs of the City; and
WHEREAS,the City has agreed to provide to HHC a loan of funds pursuant to the terms and
conditions of this Loan Agreement.
NOW,THEREFORE, for and in consideration of the mutual undertakings as set forth herein,
the parties hereto agree as follows:
1. The foregoing recitals are incorporated into this agreement.
2. The City hereby agrees to loan to HHC the total sum of Forty-Four Thousand Four
Hundred Thirty-Six and 60/100ths Dollars($44,436.60)(such$44,436.60 loan from the City to HHC
is hereinafter referred to as the "Subject Loan"). The City shall provide the funds for the Subject
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Loan on behalf of HHC within thirty(30)days of the date of this Loan Agreement(except in the case
of the funds referred to in subparagraph f below which the City has previously provided to HHC)as
follows:
a. A payment to Armida Dominguez in the amount of$14,938.80 (such
person having previously paid costs and expenses on behalf of HHC for
the Subject Special Event).
b. A payment to vendor Fiesta Express in the amount of$2,570.00.
c. A payment to vendor Holiday Inn in the amount of$1,427.80.
d. A payment to Maria Alvarez in the amount of$15,000, (such person
having previously paid costs and expenses on behalf of HHC for the
Subject Special Event).
e. A payment to Ivan DeLeon in the amount of$500,(such person having
previously paid costs and expenses on behalf of HHC for the Subject
Special Event).
f. $10,000 of funds the City of Elgin previously advanced to HHC for
costs and expenses in connection with the Subject Special Event.
3. In return for the City's providing on behalf of HHC the monies for the Subject Loan as
described in the preceding Section 2, HHC promises to repay to the City the sum of Forty-Four
Thousand Four Hundred Thirty-Six Dollars and 60/100ths ($44,436.60). HHC will make all
payments under this agreement in the form of United States Dollars in cash, check or money order.
HHC will repay to the City in full the Subject Loan amount of Forty-Four Thousand Four Hundred
Thirty-Six Dollars and 60/100ths($44,436.60)on or before June 30, 2010. Payments will be made
and delivered to the City in the name of the City of Elgin at 150 Dexter Court, Elgin, Illinois 60120
sent to the attention of the City Manager.
4. HHC shall immediately upon the entry into this agreement undertake all reasonable
fund raising efforts to secure additional funds for its costs and expenses related to the Subject Special
Event. In the event HHC receives such additional funds HHC will immediately upon receipt of any
such funds pay over to the City of Elgin such funds to be applied by the City against the then
remaining current then due and owing by HHC for the Subject Loan.
5. No interest will be charged on the unpaid balance of the Subject Loan prior to the
maturity date of June 30,2010. Notwithstanding the foregoing,in the event HHC has not repaid the
Subject Loan to the City in full by June 30, 2010, then thereafter interest will be charged on the
unpaid balance of the Subject Loan at the yearly rate of nine percent (9%) until the full amount of
principal of the Subject Loan has been repaid to the City.
6. HHC has the right to make payments of principal of the Subject Loan at any time
before they are due. HHC may make a full prepayment or partial prepayments without paying a
prepayment charge. Notwithstanding anything to the contrary in this agreement, no partial
repayments by HHC of the Subject Loan shall constitute or be construed as a waiver by the City of
the right to receive the full repayment of the Subject Loan in the amount of$44,436.60.
7. If HHC does not pay the full amount of the Subject Loan by the maturity date of
June 30, 2010, HHC will be in default. If HHC is in default, the City may send a written notice
telling HHC that if they do not pay the overdue amount by a certain date,the City may require HHC
to immediately pay the full amount of the principal which has not been paid and all interest that it
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owes on that amount. That date must be at least thirty(30)days after the date on which the notice is
mailed to HHC or delivered by other means. If the City has required HHC to pay immediately in full
as described in this Section,the City will have the right to be paid back by HHC for all its costs and
expenses in enforcing this agreement to the extent not prohibited by applicable law. Those expenses
include, for example, but are not limited to, reasonable attorney's fees.
8. Unless applicable law requires a different method, any notice that must be given to
HHC under this agreement will be given by delivering it or by mailing it by first class mail to HHC
to the attention of John Hurlbut, Attorney at Law, Hurlbut and Hurlbut, P.C., 574 N. McLean
Boulevard, Suite 100, Elgin, Illinois 60123-3259, or at a different address if HHC gives the City a
notice of a different address for HHC. Any notice that must be given to the City under this
agreement will be given by delivering it or by mailing it by first class mail to the City of Elgin at City
of Elgin, 150 Dexter Court, Elgin, Illinois 60120, Attention: City Manager, with a copy to
Corporation Counsel,City of Elgin, 150 Dexter Court,Elgin,Illinois 60120,or at a different address
if HHC is given a notice of that different address of the City.
9. HHC and any other entity which has obligations under this agreement waive the rights
of Presentment and Notice of Dishonor("Presentment"means the right to require the City to demand
payment of amounts due. "Notice of Dishonor" means the right to require the City to give notice to
other persons that amounts due have not been paid.)
10. This agreement shall not be construed so as to create a partnership,joint venture,
employment or other agency relationship between the parties hereto.
11. This agreement constitutes the entire agreement of the parties and the subject matter
hereof and may not be changed,modified,discharged or extended except by written amendment duly
executed by the parties. Each party agrees that no representations or warranties shall be binding on
the other party unless expressed in writing herein or in a duly executed amendment hereof.
12. This agreement shall be deemed to have been made in and shall be construed in
accordance with the laws of the State of Illinois. Venue for the resolution of any disputes or the
enforcement of any rights pursuant to this agreement shall be in the Circuit Court of Kane County.
13. This agreement is and shall be deemed and construed to be a joint and collective work
product of the City and HHC, and, as such, this agreement shall not be construed against the other
party, as the otherwise purported drafter of same,by any court of competent jurisdiction in order to
resolve any inconsistency, ambiguity, vagueness or conflict, if any, of the terms and provisions
contained herein.
14. This agreement shall be binding on the parties hereto and their respective successors
and permitted assigns. This agreement and the obligations herein may not be assigned by HHC
without the express written consent of the City which consent may be withheld at the sole discretion
of the City.
15. The undersigned officers of HHC hereby represent and warrant to the City that they
have been duly authorized and have the authority to execute and enter into this Loan Agreement on
behalf of HHC.
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IN WITNESS WHEREOF,the undersigned have entered into and executed this agreement on
the date and year first written above.
CITY OF ELGIN HISP: • HERITAGE COA TION
By i `� By ,
I n olarin, ►.tyManager Its'President
Attest: Attest:
Diane Robertson, City Cl k Its Di'ector
STATE OF ILLINOIS )
COUNTY OF K AN E ) SS.
I,the undersigned, a Notary Public,in and for the County and State aforesaid,DO HEREBY
CERTIFY that Olufemi Folarin,City Manager of the City of Elgin,an Illinois municipal corporation,
and Diane Robertson, City Clerk of said municipal corporation, and personally known to me to be
the same persons whose names are subscribed to the foregoing instrument, appeared before me this
day in person and severally acknowledged that as such City Manager and City Clerk,they signed and
delivered the said instrument as City Manager and City Clerk as their free and voluntary act,and free
and voluntary act and deed of said corporation, for the uses and purposes therein set forth.
Given under my hand and official seal this o2 / day of April, 2009.
IMPRESS NOTAR • L "OFFICIAL SEAL" •
SEAL
MARY t,jFFORT
EAL HERE
Public,State at Illinois /A,/_1.,is_1:I:C/C
My Commission Expires 06113!2012 Notary '
STATE OF ILLINOIS )
COUNTY OFKANE ) SS.
I,the undersigned, a Notary Public,in and for the County and State aforesaid,DO HEREBY
CERTIFY that John F.Hurlbut,Vice President of Hispanic Heritage Coalition and Richard Grieger,
Director of said corporation, and personally known to me to be the same persons whose names are
subscribed to the foregoing instrument, appeared before me this day in person and severally
acknowledged that as such Vice President and Director, they signed and delivered the said
instrument as Vice President and Director as their free and voluntary act, and free and voluntary act
and deed of said corporation, for the uses and purposes therein set forth.
Given under my hand and official seal this 3°day of April, 2009, "OFFICIAL SEAL"
", '3 y Pubic. Slate;.,
IMPRESS NOTARIAL
SEAL HERE ,� • • t ,,�
Notary Public
F.lLegal Dept\Agreement\Hispanic Heritage Coalition-Loan Agrt-clean 3-25-09 doc
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