1978-06-19 - Resolution 1978-23 - Amend the Contract with Chestnut Corporation and Centex Homes Midwest, Inc. assigned to assist and facilitate improvements of the Buffalo Grove Water System \—/ \./
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FINAL*
RESOLUTION NO, 78- �3
WHEREAS, on April 4, 1977, the VILLAGE OF BUFFALO GROVE as. Village/
Buyer, entered into a certain contract with the ill EAST CHESTNUT COR-
PORATION and CENTEX HOMES OF ILLINOIS, INC. (now known as CENTEX HOMES
MIDWEST, INC.) as Seller/Developer for the purchase of improvements of
the Buffalo Grove Water System, Village of Buffalo Grove, Cook and Lake
Counties, Illinois; and
WHEREAS, an Amendment to said contract, a photostatic copy of which
amendment is attached hereto and made a part hereof as Exhibit "A" is
deemed in the best interest of the Village, and;
WHEREAS, the aforesaid 111 E. CHESTNUT CORPORATION and CENTEX HOMES
MIDWEST, INC. (formerly known as CENTEX HOMES OF ILLINOIS, INC.) Developer/
Seller, on JUNE 30, 1978 shall assign all of its rights , title and in-
terest in and to the aforesaid contract to the BANK OF ELK GROVE: and
WHEREAS, the Village of Buffalo Grove wishes to assist the Developer/
Seller in said sale and assignment and facilitate performance of the
Installment Contract, as amended, a photostatic copy of which said
assignment is attached hereto and made a part hereof as Exhibit "B".
NOW THEREFORE BE IT RESOLVED by the President and Board of Trustees
of the Village of Buffalo Grove, Cook and Lake Counties, Illinois, that
the Village hereby evidences its consent and approval to the aforesaid
Amendment, sale and assignment;
BE IT FURTHER RESOLVED that the President and Village Clerk are hereby
authorized and directed to execute the Village's assent to the Amendment
and Assignment.Agreement.
4 - Marienthal , Stone,
AYES: Mendenhal 1 , Kandel NAYES : 0 - None ABSENT• 2 Rech, Bogart
PASSED: June 19 ,1978
APPROVED: June 19 ,1978
Clideteg,Rd , . . . .
ATTEST.
i_fir ill 1'
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h I
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A. ti
FINAL*
ASSIGNMENT AGREEMENT
THIS ASSIGNMENT AGREEMENT, made and entered into this 30th day of
June, 1978, by 111 E. CHESTNUT CORPORATION and CENTEX HOMES MIDWEST,
INC. (formerly known as CENTEX HOMES OF ILLINOIS, INC.) (hereinafter
called the "Seller") , the BANK OF ELK GROVE (hereinafter sometimes
called "Assignee") and the VILLAGE OF BUFFALO GROVE, ILLINOIS (herein-
after called the "Village") .
WITNESSETH:
WHEREAS, pursuant to Section 11-61-3 of the Illinois Municipal Code,
as amended, the Village has entered into an Installment Purchase Contract
for the sale and purchase of Water System dated April 4, 1977 and an
Amendment thereto dated June 30th, 1978 (both collectively hereinafter
referred to as Installment Contract) with Seller for the payment of the
contract sum for certain specific Real and Personal Property improvements
over a five year period; and
WHEREAS, Seller wishes to sell and assign its rights and benefits un-
der said contract to the Assignee, acid the Assignee is willing to buy
same at par; and
WHEREAS, the Village wishes to assist Seller in this sale and assign-
ment to Assignee to facilitate performance. of the purchase installment
contract as amended;
NOW, THEREFORE, in consideration of the premises and the mutual cove-
nants and agreements herein contained, the parties hereto agree as follows :
1. Seller hereby assigns and transfers to the BANK OF ELK GROVE, its
rights, title and interest, including, but not limited to, in and to all
of the payments to be made to Seller by the Village in accordance with
the Installment Contract, for the purchase of improvements to the Buffalo
Grove Water System and the Village, dated the 4th day of April, 1977, a
copy of such Agreements being attached hereto as Exhibit "A" and made a
part hereof, to have and to hold said rights to the BANK OF ELK GROVE,
successors and assigns , to their own use and benefit forever. Seller fur-
ther agrees that it shall at any time hereafter, upon the request of BANK
OF ELK GROVE, make, do, execute and deliver all other documents , acts and
things as may be necessary or proper to perfect said transfer. It is spe-
cifically understood, however, that other than as hereinabove provided,
"t
111.0/
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and delivery of a proper Bill of Sale, to the subject improvements , as
in said Installment .Contract provided, Seller shall not have any fur-
ther obligations , responsibility or liability to the BANK OF ELK GROVE
or the Village by reason of said Installment Contract, or the assignment
thereof.
2.The Village shall at all times remain liable to the BANK OF ELK GROVE
as Seller' s Assignee, under the Installment Contract, to perform all du-
ties and obligations thereunder, to the same extent as if this Assignment
had not been executed, and the Village shall make the payments to the
BANK OF ELK GROVE instead of the Seller as prescribed in the Installment
Contract.
3. THE BANK OF ELK GROVE shall have no obligations or liability under
the Installment Contract by reason of, or arising out of, this Assignment,
nor shall the BANK OF ELK GROVE be obligated to perform any of Seller's
obligations or duties thereunder, or make any inquiry as to the suffi-
ciency of any payment made to Seller, or present or file any claim or
take any other action to enforce performance of the Installment Contract
or collect or enforce payment assigned hereunder.
4. Seller hereby grants to the BANK OF ELK GROVE full power and au-
thority to collect, receive and give receipts for all sums due, or to
become due under the Installment Contract, to take all actions that
Seller would be entitled to take thereunder and can sue in Sellers name.
5. The Village hereby consents to and approves the assignment of
Seller's rights under the Installment Contract, and agrees to make the
payments required by the Village thereunder to the BANK,OF ELK GROVE.
This shall be a binding general obligation of the Village. The Village
agrees :to budget and appropriate such funds as are sufficient to pay
the annual installments as they become due and payable to the BANK OF
ELK GROVE under the Installment Contract, and this Assignment.
6. Assignee shall not be obligated hereunder to make any requested
payment, unless, as of the date of such requested payment: (i) all of
the Village' s warranties in Section 8 hereof shall be true and as though
made as of such date; (ii) no litigation or proceeding shall be pending
against Seller or the Village which in Assignee's opinion will, to a ma-
terial extent, adversely affect the financial condition of Seller or the
Village; and (iii) the Installment Contract, or true copy thereof, shall
be satisfactory in form and substance to Assignee, and shall be in full
force and effect.
U
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7 . 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 de-
fault, has occured 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 acti-
vities and the receipt by Assigneetiof the interest portion of payments
prescribed by the Installment Contract and this Assignment are exempt
from all present federal income taxes; (iii) this Assignment and the In-
stallment Contract, are the legal, valid and binding obligations of the
Village and enforceable in accordance with the respective terms thereof,
except as limited by bankruptcy, insolvency, or similiar laws affecting
the rights of creditors generally; (iv) the Village has full power to
execute and deliver the Installment Contract and to perform its obliga-
tions hereunder and thereunder; and (v) such actions have been duly
authorized by all necessary corporate and governmental action.
8.A. The following shall be events of default hereunder:
(i) default in any payment hereunder and continuance thereof for
at least five (5) days after notice thereof from Assignee to the Village;
or (ii) any warranty made by the Village in this Assignment or any repre-
sentation in any statement, report, schedule, notice or other writing
furnished by the Village to Assignee 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 8) and continuance
thereof for 30 days after notice thereof from Assignee to the Village,
or (iv) the interest portion of the payments required under the Install-
ment Contract, and this Assignment, cease to be exempt from federal in-
come taxes ,the Village shall give Assignee prompt notice of any event
of default and of any event of which with notice or passage of time or
both would constitute an event of default hereunder.
B. Upon any such event of default, Assignee 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 Assignee's rights in respect of obligations then accrued
and remaining unsatisfied; or (ii) any indebtedness from Assignee to the
Village may be set off and applied to payment as prescribed by the In-
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stallment Contract as amended; 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 set
forth or referred to shall be cumulative.
9. A. Neither Assignee 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 the execution or validity of
this Assignment or the Installment Contract.
B. Any Assignee of an interest of the BANK OF ELK GROVE 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.
10. If this Assignment or any provision hereof shall be deemed invalid,
illegal or unenforceable in any respect, the validity, legality, and en-
forceability of this Assignment in other respects and other jurisdictions
shall not be in any way impaired or affected thereby.
11. It is hereby understood that Seller simultaneously with the execu-
tion of the Assignment Agreement, will advance the full amount of monies
required from Seller by the Installment Contract and that all amounts re-
imbursable to Seller will be fully paid to Seller out of the proceeds of
this Assignment.
12. That notwithstanding Paragraph 8 of the Installment Contract or
this Assignment, Village shall hold all retainage (hold-back) amounts.
13. This Assignment is being executed by Seller, contingent upon re-
ceipt of all monies due and owing under the Installment Contract. In the
event that Seller does not receive the monies hereinbefore mentioned,
this Assignment shall be considered null and void and as if it had never
been entered into. The parties shall then be bound by the terms and pro-
visions of the Installment Purchase Contract for sale and purchase of the
Water System dated April 4, 1977.
14. From and after the date of this Assignment, the Village and the
BANK OF ELK GROVE agree that the Seller shall be released of all the
Sellers obligations contained in the Installment Contract and the Village
and BANK OF ELK GROVE acknowledge that, but for this release of liability,
Seller would not have entered into this Agreement.
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15. As additional consideration for Developer entering into this Assign-
ment and to the extent permitted by law, the Village hereby indemnifies.
and holds harmless and forever defends Developer against claims arising
out of: (i) death or bodily injury to persons which occur on or adjacent
to the Water System and/or Off-Site Pipeline, and (ii) damage to property
owned by any person or entity whatsoever occuring on or adjacent to the
Water System and/or Off-Site Pipeline; xiii) litigation, threatened liti-
gation or administrative action brought by any person or entity including
but not by way of limitation, adjoining or neighboring property owners ,
the BANK OF ELK GROVE or the Village arising out of involvement by Developer
in the Water System and the Off-Site Pipeline or arising out of the execu-
tion by Developer of the Installment Contract as amended, and (iv) any of
the matters relating to the Water System or the Off-Site Pipeline brought
or claimed by any person or entities, being the intent of the parties here-
to that Developer be fully and completely indemnified and protected against
all claims or threatened claims related to the subject matter of this
Assignment.
This Assignment has been delivered in Buffalo Grove, Illinois, 3 copies
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 first above written.
ATTEST:
By:
'BANK OF ELK GROVE (Assignee)
ATTEST:
A E VILL OF BUFFALO GRO` , ILLINOIS
By.• aleiG
Village Clerk V LLA E RESI'Ef
111 E. CHESTNUT CORPORATION(Seller)
By:
Seller
CENTEX HOMES MIDWEST, INC.
(formerly known as CENTEX HOMES OF
ILLINOIS , INC.) (Seller)
By:
Seller
1
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STATE OF ILLINOIS)
). S S.
COUNTY OF C 0 0 K)
I, the undersigned, a Notary Public, in and for the County and State
aforesaid, DO HEREBY CERTIFY that
personally known to me to be the
of CENTEX HOMES MIDWEST, INC. , whose name is subscribed to the foregoing
instrument, appeared before me this day in person and acknowledged that
as , signed and delivered the said
instrument as , of said corporation, and caused
the corporate seal of said corporation to be affixed thereto, pursuant
to authority given by the Board of Directors of said corporation, as
his free and voluntary act , and as the free and voluntary act and deed
of said corporation, for the uses and purposes therein set forth.
GIVEN under my hand and notarial seal this day of
1978.
NOTARY PUBLIC
My Commission Expires :
STATE OF ILLINOIS)
) SS.
COUNTY OF C 0 0 K)
I, the undersigned, a Notary Public, in and for the County and State
aforesaid, DO HEREBY CERTIFY that
personally known to me to be the Attorney and Agent in Fact of 111 EA
SY
CHESTNUT CORPORATION, whose name is subscribed to the foregoing instru-
ment, appeared before me this day in person and acknowledged that as such
Attorney and Agent in Fact, signed and delivered the said instrument as
Attorney and Agent in Fact, of said corporation, and caused the corporate
seal of said corporation to be affixed thereto, pursuant to authority
given by the Board of Directors of said corporation as his free and volun-
tary act, and as the free and voluntary act and deed of said corporation,
for the uses and purposes therein set forth.
GIVEN under my hand and notarial seal this day of
1978.
NOTARY PUBLIC
My Commission Expires :
FINAL*
AMENDMENT TO INSTALLMENT PURCHASE
CONTRACT FOR SALE AND PURCHASE OF
WATER SYSTEM
THIS AGREEMENT is made and entered into this 30th day of June, 1978,
by and between the VILLAGE OF BUFFALO GROVE, ILLINOIS, a municipal cor-
poration formed and operating pursuant to the Illinois Municipal Code
("Village" herein) and Ill E. CHESTNUT CORPORATION, an Illinois corpora-
tion and CENTEX HOMES MIDWEST, INC. (formerly known as CENTEX HOMES OF
ILLINOIS, INC. ) an Illinois Corporation (herein sometimes individually
and sometimes collectively referred to as "Developer") .
WHEREAS, pursuant to the provisions of Chapter 24, Section 11-61-3
of the Illinois Revised Statutes (1975) the parties hereto on April 4,
1977 entered into an Installment Purchase Contract for the sale of,
purchase of a water system, and;
WHEREAS, the Village has procured a commitment for a loan to reim-
burse Developer for monies due and owing under said Installment Purchase
Contract; and
WHEREAS, pursuant to the terms of the Installment Purchase Contract,
the Village agreed to reimburse the Developer, as part of the considera-
tion, $800,000.00; and
WHEREAS, the Developer has disbursed $720,000.00 under the Install-
ment Purchase Contract, and has a retainage of $80,000.00 and is in re-
ceipt of additional invoices ; and
WHEREAS, the Developer, in order to facilitate the hereinbefore men-
tioned loan and as part of the consideration for this Amendment, is
willing to advance an additional $250,000.00 for payment of the Water
System, contingent upon Developer being reimbursed said $250,000.00.
WHEREAS, the parties to said Installment Purchase Contract have de-
termined that it is essential and in the public interest to amend said
contract.
NOW, THEREFORE, in consideration of the mutual covenants and agreement
contained herein, and other good and valuable consideration, the Village
and the Developer mutually agree as follows :
1. That Paragraph 3 entitled Purchase Price of the Installment Pur-
chase Contract dated April 4, 1977 (hereinafter referred to as "Install-
ment Contract) is hereby deleted from said contract in its entirety and
the following Paragraph 3 is inserted in lieu thereof:
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3. PURCHASE PRICE
The purchase price for the Water System and the Off-Site Pipeline ..
shall be the total of (i) the cost to Developer of
all labor and materials needed to construct the Water System, plus (ii)
interest not to exceed nine (9) percent per annum (or the highest rate
permitted by law, whichever is less) on outstanding construction funds
borrowed by Developer from time to time during the period the Water Sys-
tem is under construction, plus (iii) $111,678.91 representing reimburse-
ment to Developer for the cost of construction of the Off-Site Pipeline,
plus (iv) interest on the Off-Site Pipeline cost of $111,678.91 accruing
from April 1, 1977 at the rate of six percent (670) per annum.
Village and Developer agree that the total cost of the Water System
should not exceed $1,050,000.00 which amount does not include the cost
of interest on borrowed construction sums at the rate of 97 per annum
or the cost of interest on the total amount at the rate of 6% per annum.
Notwithstanding anything contained herein to the contrary, Developer
shall not be obligated to advance more than $1 , 050,000.00 toward the
construction of the Water System; and the Village shall be solely re-
sponsible for all financing and construction costs in excess of $1,050,
000.00. In any event, if the cost of constructing the Water System ex-
ceeds $1,050,000.00, the Village shall be obligated to advance such
funds and complete construction of the Water System in a good and work-
manlike manner and in a timely fashion as required herein.
2. That Paragraph 4 entitled Terms of Payment of the Installment Con-
tract dated April 4, 1977, is amended by adding thereto the following:
"Village shall have the right to prepay the purchase
price or any part thereof, without penalty or pre-
mium, by paying the balance of the principal amount
then remaining or any part thereof unpaid on the date
of such prepayment plus the interest accrued thereon
(if paid in full) to the date of such prepayment. "
3. A. That as and for a restatement of all sums due and owing under
the Installment Contract and this Amendment thereto, as of June 30, 1978,
the following is set forth:
1. Off-Site Pipeline - Purchase Price of $111,678.91. Payments by
Village to Developer:
TOTAL
DATE INTEREST PRINCIPAL PAYMENT BALANCE
April 29, 1977 $550.74 $22,335 .78 $22,886.52 $89,343.13
April 24, 1978 $5,360.59 $22,335. 78 $27,696.37 $67,007.35
Interest from May 1, 1978 to June 30, 1978 at 6% 672.00
SUB TOTAL: $67,679.35
2. water System
Purchase Price $1,050,000.00
Cost of Handling 19,732.00
SUB TOTAL: $1,069, /32.00
3. On=Site Oversizing - Purchase Price of $23,763.00. Payments by
Village to Developer:
TOTAL
DATE INTEREST PRINCIPAL PAYMENT BALANCE
May 15,1978 $1,540.50 $9,504.00 $11 ,044.50 $14,259.00
Interest from May 1, 1978 to June 30, 1978 at 6% 143.00
SUB TOTAL:$14,402. 00
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B. That as and for a recapitulation of all sums due and owing as of
June 30, 1978 under- the Installment Contract and this Amendment thereto,
the following is set forth:
1. Off-Site Pipeline - $67,679.35
2. Water System - $1,069,732 .00
3. On-Site Oversizing S14,402.00
SUB TOTAL: $1,151,813.35
Less payment by Village to Developer - 1 ,813.35
TOTAL: $1,150,000.00
3. C. That the Village agrees to purchase all said improvements from
Developer and Developer agrees to sell said improvements for the sum of
ONE MILLION ONE HUNDRED FIFTY THOUSAND and NO/100ths DOLLARS ($1,150, 000.00)
(which sum allows for payments heretofore made) plus interest at the rate
of 5 .625 percent per annum from July 1, 1978, on the principal amount re-
maining unpaid from time to time. The Village will pay the Developer said
sum plus interest in Five (5) annual installments due the first day of
each July, beginning July 1, 1979 as follows :
TOTAL
DATE INTEREST PRINCIPAL PAYMENT BALANCE
7-1-79 $65,586. 85 $230,000.00 $295,586. 85 $920,000.00
7-1-80 $52,612.50 $230,000.00 $282,612.50 $690, 000.00
7-1-81 $39,350.65 $230,000.00 $269,350. 65 $460,000.00
7-1-82 $26,236.20 $230,000.00 $256,236.20 $230,000.00
7-1-83 $13,118.10 $230,000.00 $243,118.10 -0-
4. That the Completion Date as set forth in Paragraph 5 entitled Com-
pletion Date and Approval of Plans and Specifications of the Installment
Contract is hereby extended to July 31, 1978 with all other dates men-
tioned in Paragraph 5 adjusted accordingly.
5. That notwithstanding Paragraph 8 of the Installment Contract, Deve-
loper shall, upon receipt of all monies due and owing it, forward the
current retainage amount of $80,000.00 to the Village.
6. The Village acknowledges , pursuant to Paragraph 14 entitled, Title,
of the Installment Contract, receipt of a warranty deed dated March 29,
1978 and recorded as Document No. 1912423 in the Office of the Recorder
of Deeds, Lake County, Illinois , as and for the real property in question.
That Paragraph 15, entitled Assignment of Proceeds and Paragraph 16 en-
titled User Requirements , of the Installment Contract are hereby deleted
in their entirety and no provisions is made for their replacement.
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7. Pursuant to Paragraph 26 entitled MISCELLANEOUS, subparagraph C,
the Developer hereby gives its written consent to the Village to assign
the Installment Contract and this Amendment thereto to the BANK OF ELK
GROVE.
8. This Amendment is being executed by Developer contingent upon receipt
of all monies due and owing under the Installment Contract as amended by
this Amendment through a loan by BANK OF ELK GROVE schedules to close on
June 30, 1978. In the event the aforementioned loan does not close, and
Developer is not paid in full, this Amendment is null and void as if it
never had been entered into and the parties hereto shall be bound by the
terms and provisions of the Installment Contract.
9. Notwithstanding anything contained in the Installment Contract to
the contrary, the Village acknowledges that it has exercised sole dis-
cretion and onntrol with respect to the design specifications, archi-
tectural supervision, selection of materials and construction of the
Water System and in consideration of Developer entering into this Amend-
ment, the Village releases Developer from all obligations of Developer con-
tained in the Installment Contract.
10. As additional consideration for Developer entering into this Amend-
ment and to the extent permitted by law, the Village hereby indemnifies
and holds harmless and forever defends Developer against claims arising
out of: (i) death or bodily injury to persons which occur on or adjacent
to the Water System and/or Off-Site Pipeline, and; (ii) damage to proper-
ty owned by any person or entity whatsoever occuring on or adjacent to
the Water System and/or Off-Site Pipeline; (iii) litigation, threatened
litigation, or administrative action brought by any person or entity in-
cluding, but not by way of limitation, adjoining or neighboring property
owners, the BANK OF ELK GROVE or the Village arising out of involvement
by Developer in the Water System and the Off-Site Pipeline or arising
out of the execution by Developer of the Installment Contract as amended;
and (iv) any of the matters relating to the Water System or the Off-Site
Pipeline brought or claimed by any person or entities , being the intent
of the parties hereto that Developer be fully and completely indemnified
and protected against all claims or threatened claims related to the sub-
ject matter of the Installment Contract and of this Amendment.
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11. In all other respects, the parties hereto reaffirm and reacknowledge
the Installment Contract dated April 4, 1977.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
on the day and year first above written.
VILLAGE: DEVELOPER:
VILLAGE OF BUFFALO GROVE, a 111 E. CHESTNUT CORPORATION, an
Municipal Corporation Illinois Corporation
By: 42 hilt By:
ATTEST:
CENTEX HOMES MIDWEST, INC. , an
Illinois Corporation (formerly
known as CENTEX HOMES OF ILLINOIS
INC.)
By:
U �
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STATE OF ILLINOIS)
) SS.
COUNTY OF C 0 0 K)
I, the undersigned, a Notary Public, in and for the County and State
aforesaid, DO HEREBY CERTIFY that
personally known to me to be the
of CENTEX HOMES MIDWEST, INC. , whose name is subscribed to the foregoing
instrument, appeared before me this day in person and acknowledged that
as , signed and delivered the said
instrument as , of said corporation, and caused
the corporate seal of said corporation to be affixed thereto, pursuant
to authority given by the Board of Directors of said corporation, as
his free and voluntary act, and as the free and voluntary act and deed
of said corporation, for the uses and purposes therein set forth.
GIVEN under my hand and notarial seal this day of
1978.
NOTARY PUBLIC
My Commission Expires :
STATE OF ILLINOIS)
) SS.
COUNTY OF C 0 0 K)
I, the undersigned, a Notary Public, in and for the County and State
aforesaid, DO HEREBY CERTIFY that
personally known to me to be the Attorney and Agent in Fact of 111 Ets.:ST
CHESTNUT CORPORATION, whose name is subscribed to the foregoing instru-
ment, appeared before me this day in person and acknowledged that as such
Attorney and Agent in Fact, signed and delivered the said instrument as
Attorney and Agent in Fact, of said corporation, and -caused the corporate
seal of said corporation to be affixed thereto, pursuant to authority
given by the Board of Directors of said corporation as his free and volun-
tary act, and as the free and voluntary act and deed of said corporation,
for the uses and purposes therein set forth.
GIVEN under my hand and notarial seal this day of
1978.
• NOTARY P1BL!C
My Commission Expires :