===== PDF PAGE 32 ===== [Extraction: OCR (rendered-page OCR)] CITY OF WEST CHICAGO FINANCE COMMITTEE AGENDA ITEM SUMMARY ITEM TITLE: AGENDA ITEM NUMBER: 5.C, Resolution No. 19-R-0033 — Accepting the Terms and Conditions Associated with a Line of Credit — Fifth Third FILE NUMBER: Bank COMMITTEE AGENDA DATE: 3/14/19 COUNCIL AGENDA DATE: 5/20/19 & 6/17/19 STAFF REVIEW: SIGNATURE APPROVED BY CITY ADMINISTRATOR: SIGNATURE ITEM SUMMARY: On May 20", the City Council approved a Resolution commenced the establishment of a Line of Credit with Fifth Third Bank. The attached Resolution includes the terms and conditions and finalizes that process. STAFF RECOMMENDATION: Staff recommends approval of Resolution No. 19-R-0033. COMMITTEE RECOMMENDATION: The Finance Committee unanimously recommended approval of the establishment of the Line of Credit with Fifth Third Bank. The City Council unanimously approved the first step in May 2019. ===== PDF PAGE 33 ===== [Extraction: OCR (rendered-page OCR)] RESOLUTION NO. 19-R-0033 A RESOLUTION ACCEPTING THE TERMS AND CONDITIONS ASSOCIATED WITH A LINE OF CREDIT IN THE AMOUNT OF $3,500,000 — FIFTH THIRD BANK BE IT RESOLVED by the City Council of the City of West Chicago, in regular session assembled, that the City accepts the terms and conditions associated with a Line of Credit with Fifth Third Bank in the amount of $3,500,000, in substantially the form attached hereto and incorporated herein as Exhibit “A”. APPROVED this 17" day of June, 2019. AYES: NAYES: ABSTAIN: ABSENT: Mayor Ruben Pineda ATTEST: City Clerk Nancy M. Smith ===== PDF PAGE 34 ===== [Extraction: OCR (rendered-page OCR)] FIFTH THIRD BANK Summary Terms and Conditions Fifth Third Bank (“Bank”) Guarantor(s): None Facility Type: $3,500,000 Taxable Revolving Line of Credit (“LOC”) Tenor/Maturity: One (1) year from the closing date Repayment Schedule: mest will be due monthly. Any amounts outstanding upon maturity will be payable in Sentnith: General obligation of the City, secured by a pledge of its full faith and credit as a Home ¥: Rule unit of government. (i) Maintain minimum Public Debt Rating of A/A2 (S&P/Moody’s). (ii) Taxable Revolving Line of Credit will be paid in full by maturity and remain at zero for a 30-day period. (iii) | Updated Budget/Forecast will be required at the time of renewal outlining how future advances will be repaid. (iv) | Other information as requested by the Bank from time to time. Reporting Recuiremeants: (i) Annual audited financial statements within 210 days of fiscal year-end. P 9 q ‘ (ii) Budgets and forecasts as necessary. (i) Minimum Draw Requirement: $100,000 Fees: (ii) Termination or Reduction Fee: None (iii) Upfront Fees: None Other Expenses: (i) Legal Fees of bank selected counsel. Additional Bank Services: alls shall maintain its existing banking services currently provided by Fifth Third (i) The Bank shall have the benefit of all current and future financial covenants, events of default and remedies (including acceleration and rights of repayment of other creditors with respect to the Borrower’s other general obligation debt) which are Additional Covenants: agreed to by the Borrower with any other lender, credit or liquidity provider or bond purchaser with respect to any such general obligation debt. (ii) Other terms, customary covenants, and conditions as required by the Bank and its legal counsel. Usual representations and warranties in connection with the LOC facility, including, without limitation, absence of material adverse change, absence of material litigation, absence of default or unmatured default and continued accuracy of representations. Financial Covenant(s): Representations and Warranties: ===== PDF PAGE 35 ===== [Extraction: OCR (rendered-page OCR)] Renewal Options: Renewable upon maturity with the Bank’s consent. Prepayment Penalty: None. i The LOC facility will include customary provisions relating to yield protection, Sean Cunt indemnification, and capital adequacy. To include without limitation: (i) nonpayment of principal, interest, fees or other amounts, (ii) inaccuracy of representations and warranties, (iii) cross-default to other agreements and indebtedness for the Borrower, including other agreements with the Bank (iv) bankruptcy and other insolvency events for the Borrower, (v) material judgments (vi) ERISA matters, (vii) actual or asserted invalidity of any loan documentation or (viii) breach of covenants. Usual conditions to the establishment of a credit facility including absence of default or unmatured default, absence of material litigation and lack of material adverse change from the City’s financial statements previously delivered to the Bank. Documents to be drafted by bank counsel. This proposal is dated June 13, 2019 and will expire July 13, 2019. This is not a commitment to lend. The above terms are for discussion purposes only, are subject to change at the sole and absolute discretion of the Bank, and do not bind the Bank to issue a commitment, to seek approval of such financing, or to enter into a loan transaction of any kind. No party may rely on the above terms as part of any commitment or binding contract. Events of Default: Conditions Precedent: FIFTH THIRD BANK