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1977-04-11 - Resolution 1977-23 - Agreement to purchase the Buffalo Grove Golf course / \ •r RESOLUTION NO. 77-23 WHEREAS , on December 1, 1976, the VILLAGE OF BUFFALO GROVE entered into a certain contract with the AMERICAN NATIONAL BANK & TRUST COMPANY OF CHICAGO, as Trustee, Trust No. 22598, dated December 16, 1965 for the purchase of the property and improvements thereon, commonly known as Buffalo Grove Golf Course, Village of Buffalo Grove, Cook and Lake Counties , Illinois ; and WHEREAS, there is due and owing to the Seller the principal sum of One Million Ninety Seven Thousand ($1,097 ,000. 00) Dollars ; and WHEREAS, the aforesaid American National Bank & Trust Company as Trustee, will, on April , 1977 , assign all of its rights , title and interest in and to the aforesaid contract to Allstate Insurance Company; and WHEREAS, the Village of Buffalo Grove wishes to assist the Seller in said sale and assignment and facilitate performance of the Purchase Installment Contract, a photostatic copy of which said assignment is attached hereto and made a part hereof as Exhibit "A". NOW THEREFORE BE IT RESOLVED by the President and Board of Trustees of the Village of Buffalo Grove, Cook and Lake Counties , Illinois evidence its consent and approval to the aforesaid sale and assignment; BE IT FURTHER RESOLVED that the President and Village Clerk are hereby authorized and directed to execute a duplicate assent to the Assignment Agreement. Passed �w/ // , 1977 Approved Cam' // , 1977 ecd/Oy/t‘C` `- i,//12,/ Village Presit ATTES Villag Clerk ASSIGNMENT AGREEMENT THIS AGREEMENT, made and entered into this day of April, 1977, by AMERICAN NATIONAL BANK & TRUST COMPANY OF CHICAGO, not individually but as Trustee under Trust No. 22598, dated December 16, 1965, (hereinafter called the "Seller") , ALLSTATE INSURANCE COMPANY (hereinafter called "Allstate") , and the VILLAGE OF BUFFALO GROVE, ILLINOIS (hereinafter called "Village") , WITNESSET H: WHEREAS, pursuant to Division 76 .1 of Article II of the Illinois Municipal Code, as amended, the Village has entered into a purchase installment contract with Seller for the payment of the contract sum for certain specific Real and Personal Prop- erty over a fifteen-year period; and -WHEREAS, Seller wishes to sell and assign its rights and benefits under said contract to Allstate, and Allstate is willing to buy same at par; and WHEREAS, the Village wishes to assist Seller in this sale and assignment to Allstate to facilitate performance of the purchase installment contract; NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, the parties hereto agree as follows: 1. Seller hereby assigns and transfers to Allstate all of its rights, title and interest in and to all of the payments to be made to Seller by the Village in accordance with the Agreement for the Purchase of Real and Personal Property between Seller and the Village, dated the 1st day of December, 1976, a copy of such Agreement being attached hereto as Exhibit "A" and made a part hereof, to have and to hold said rights to Allstate, its successors and assigns, to their own use and benefit forever. Seller further agrees that it shall at any time hereafter, upon the request of Allstate, make, do, execute, and deliver all other documents, acts and things as may be necessary or proper to per- fect said transfer and cause said payments to be made to Allstate. It is specifically understood, however, that other than as here- inabove provided, and delivery of good title, through a Trustee' s Deed of Conveyance to the subject Real Estate, and a bill of sale as to subject Personal Property, as in said Agreement pro- vided, neither Seller, nor the beneficiaries under Seller's Trust, shall have any further obligation, responsibility or liability to Allstate or the Village by reason of said Agreement or the assignment thereof. 2. The Village shall at all times remain liable to Allstate, as Seller' s Assignee, under the Agreement to perform all duties and obligations thereunder, to the same extent as if this Assign- -2- ment had not been executed, except the Village shall make the ' payments to Allstate instead of the Seller as prescribed in the Agreement. 3. Allstate shall have no obligation or liability under the Agreement by reason of, or arising out of, this Assignment, nor shall Allstate be obligated to perform any of Seller' s obligations or duties thereunder, or make any inquiry as to the sufficiency of any payment made to Seller, or present or file any claim or take any other action to enforce performance of the Agreement, or collect or enforce payment assigned hereunder. 4. Neither Seller nor the Village shall agree to any amend- ment of nor departure from the Agreement without the prior written consent of Allstate. 5. Seller hereby grants to Allstate full power and authority to collect, receive, and give receipts for all sums due, or to become due under the Agreement, and in Seller 's name, or other- wise, to take all actions that Seller would be entitled to take thereunder. 6. The Village hereby consents to and approves the assign- ment of Seller's rights under the Agreement and agrees to make the payments required by the Village thereunder to Allstate . This shall be a binding general obligation of the Village . The -3- • Village agrees to budget and appropriate such funds as are suf- ficient to pay the annual installments as they become due and payable to Allstate under the Agreement and this Assignment. 7. Allstate shall not be obligated hereunder to make any requested payment unless, as of the date of such requested pay- ment: (i) all of the Village' s warranties in Section 8 hereof shall be true as though made as of such date; (ii) no litigation or proceeding shall be pending against Seller or the Village which in Allstate ' s opinion will, to a material extent, adversely affect the financial condition of Seller or the Village; and (iii) the Agreement, or true copy thereof, shall be satisfactory in form and substance to Allstate, and shall be in full force and effect. 8. The Village warrants that: (i) no event of default, or event which with notice or passage of time or both would constitute an event of default, has occurred and is continuing; (ii) the Village is a municipal corporation duly organized and existing in good standing under the laws of the State of Illinois and duly empowered to carry on its present activities and the receipt by Allstate of the interest portion of payments prescribed by the Agreement and this Assignment are exempt from all present federal income taxes; (iii) this Assignment and the Agreement are the legal, valid, and binding obligations of the Village and enforce- able in accordance with the respective terms thereof, except as -4- limited by bankruptcy, insolvency, or similar laws affecting the rights of creditors generally; (iv) the Village has full power to execute and deliver the Agreement and to perform its obligations hereunder and thereunder; and (v) such actions have been duly authorized by all necessary corporate and governmental action. 9. A. The following shall be events of default hereunder: (i) default in any payment hereunder and continuance thereof for at least five days after notice thereof from Allstate to the Village; or (ii) any warranty made by the Village in this Assign- ment or any representation in any statement, report, schedule, notice or other writing furnished by the Village to Allstate in connection herewith is untrue in any material respect on the date as of which the facts set forth are stated; or (iii) default in the performance of any of the Village' s agreements herein set forth (and not constituting any event of default under any of the preceding clauses of this Section 9) and continuance thereof for 30 days after notice thereof from Allstate to the Village; or (iv) the interest portion of the payments required under the Agree- ment and this Assignment cease to be exempt from federal income taxes. The Village shall give Allstate prompt notice of any event of default and of any event which with notice or passage of time or both would constitute an event of default hereunder. -5- B. Upon any such event of default, Allstate shall (except to the extent otherwise required by law) be entitled to: (i) after notice to the Village, declare this Assignment as to the Village terminated without prejudice to Allstate' s rights in respect of obligations then accrued and remaining unsatisfied; or (ii) any indebtedness from Allstate to the Village may be set off and applied to payment as prescribed by the Agreement; or (iii) avail itself of any other remedy or remedies provided for by any statute or otherwise available at law, in equity, or in bankruptcy or insolvency proceedings . The remedies herein set forth or referred to shall be cumulative . 10 . A. Neither Allstate nor any of its directors, officers, employees or agents shall be liable as such for any action taken or omitted by it or them, except for its or their own willful misconduct, nor responsible for any recitals or warranties herein, nor for the execution or validity of this Assignment or the Agreement. B. Any assignee of an interest of Allstate in this Assignment shall have with respect to such interest all of the rights, privileges, authorities , duties and obligations of its assignor from and after the time that notice in writing of such assignment shall have actually been received by the Village . -6- • 11. If this Assignment or any provision hereof shall be deemed invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of this Assignment in other respects and other jurisdictions shall not be in any way impaired or affected thereby. This Assignment has been delivered in Chicago, Illinois, and shall be governed by the laws of the State of Illinois. IN WITNESS WHEREOF, the parties hereto have executed this Assignment on the day and year frist above written. AMERICAN NATIONAL BANK & TRUST COMPANY OF CHICAGO, not individually, but as Trustee under Trust No. 22598, dated December 16, 1965 ATTEST: By ALLSTATE INSURANCE COMPANY ATTEST: By VILLAGE OF BUFFALO GROVE, ILLINOIS A'T'TE � - g7 git"-etdVillage President ilif la e Clerk 7� g This instrument is executed by AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO, not personally but solely as Trustee, as aforesaid. All. the covenants and condi- tions to be performed hereunder by AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO are undertaken by it solely as Trustee, as aforesaid and not individually, and no personal liability shall be asserted or be enforceable against AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO by reason of any of the covenants, statements, repre- sentations or warranties contained in this instrument. -7-