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O-680-90 12/26/90VILLAGE HALL /HERITAGE BANK INSTALLMENT CONTRACT FOR VILLAGE HALL RENOVATION. ORIGINAL COPY OF THIS ORDINANCE IS WITH THE TREASURER. ORDINANCE NO. 680 AN ORDINANCE authorizing and providing for an installment contract and assignment agreement in connection with the purchase of certain improve- ments for the renovation of the Village Hall of the Village of Lemont, Cook and DuPage Counties, Illinois. WHEREAS, it is deemed advisable, necessary and in the best interests of the residents of the Village of Lemont, Cook and DuPage Counties, Illinois (the "Municipality "), that the Municipality purchase certain improvements for the renovation of the Village Hall, including interior demolition and remodeling, new windows and doors, washrooms, offices, council room, elevator and all new mechanicals, and other miscellaneous items incident to, including contingencies of, such purchase (collectively, the "Improvements "), all in accordance with the plans and specifica- tions therefor prepared for the President and Board of Trustees of the Municipality (the "Corporate Authorities ") by David J. Krope Architect, Ltd., Oak Brook, Illinois, approved by the Corporate Authorities and on file with the Village Clerk; and WHEREAS, pursuant to the provisions of Section 11 -61 -3 of the Illinois Municipal Code, as amended (the "Act "), the Municipality is authorized to purchase real or personal property for public purposes pursuant to contracts which provide for the consideration for such purchase to be paid in installments during a period not exceeding 10 years; and (EXHIBIT 1) INSTALLMENT CONTRACT in connection with the pur- chase of certain improvements for the renovation of the Village Hall of the Village of Lemont, Cook and DuPage Counties, Illinois. THIS INSTALLMENT CONTRACT, made as of this 16th day of January, 1991, by and between Policchio Brothers Co., Mokena, Illinois (the "Contractor "), and the Village of Lemont, Cook and DuPage Counties, Illinois, a municipal corporation duly organized under the laws of the State of Illinois (the "Municipality "); W I T N E S S E T H: WHEREAS, the President and Board of Trustees (the "Corporate Authorities ") of the Municipality have determined that it is necessary and desirable that the Municipality purchase certain improvements for the renovation of the Village Hall, including interior demolition and remodeling, new windows and doors, washrooms, offices, council room, elevator and all new mechanicals, and other miscellaneous items incident to, including contingencies of, such purchase (collectively, the "Improve- ments"), all in accordance with the plans and specifications therefor prepared for the Corporate Authorities by David J. Krope Architect, Ltd., Oak Brook, Illinois (the "Architect "), approved by the Corporate Authorities and on file with the Village Clerk; and WHEREAS, Section 11 -61 -3 of the Illinois Municipal Code, as amended (the "Act "), authorizes the Municipality to purchase real or personal property for public purposes pursuant to contracts which provide for the consideration for such purchase to be paid in installments during a period not exceeding 10 years; and WHEREAS, there are insufficient funds on hand to pay for the Improvements and it is deemed advisable, necessary and in the best interests of the Municipality and the residents thereof that the Improvements be purchased by installment contract entered into pursuant to the Act; and WHEREAS, the Contractor and the Municipality have entered into a contract, a copy of which is attached hereto as Exhibit 3 and made a part hereof, pursuant to which the Contractor has agreed to construct the Improvements for the Municipality; and WHEREAS, the Contractor and the Municipality have agreed that the costs of the Improvements, together with certain costs of the Municipality in connection therewith, are to be paid on an installment basis as hereinafter provided: NOW, THEREFORE, in consideration of the mutual cove- nants and agreements hereinafter contained, and other valuable considerations, it is mutually agreed between the Contractor and the Municipality as follows: 1. The Contractor agrees to construct the Improvements in accordance with the Standard Form of Agreement Between Owner and Contractor, dated December 19, 1990, between the Municipality and the Contractor, and attached hereto as Exhibit 3 (which, together with the contract documents listed in Article 9 of said Agreement are referred to herein as the "Contract Documents "), all of which Contract Documents are made a part hereof by reference, the same as if set out in full herein. 2. The Contractor agrees to convey the Improvements to the Municipality and to perform all work under the Contract Documents, and the Municipality agrees to purchase the Improve- ments from the Contractor and to pay for the Improvements the sum of Nine Hundred Sixty -One Thousand Dollars ($961,000), subject to additions and deductions as provided in the Contract Documents, to be paid in annual installments (subject to the right of prepayment as hereinafter set forth) on December 1 of each of the years and in the amounts as follows: Year 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 Principal Amount $ 76,000 75,000 80,000 85,000 90,000 95,000 105,000 110,000 120,000 125,000 This Installment Contract will bear interest from the date hereof at the rate of 6.80% per annum. Interest on this Installment Contract (calculated on the basis of a 360 -day year consisting.cf twelve 30 -day months) shall be payable on December 1, 1991, and semi - annually thereafter on June 1 and December 1 in each year, until the entire principal amount of this Installment Contract has been paid. Both principal hereof and interest hereon shall be paid by check or draft of the Municipality, payable upon presentation in lawful money of the United States of America, mailed to the Contractor or to such other person in whose name this Contract is registered at the opening of business on each principal and /or interest payment date. The principal amounts due on or after December 1, 1996 are subject to prepayment prior to maturity at the option of the Village in whole or in part, and if in part, in integral multiples of $5,000 in inverse order of maturity, on December 1, 1995 and on any interest payment date thereafter, at a price equal to the principal amount to be pre- paid plus accrued interest to the prepayment date. The Village shall send notice of such prepayment by first -class mail not less than 30 days nor more than 60 days prior to the date fixed for such prepayment to the registered owner of this Installment Con- tract at its address appearing on the registration books of the Village. This Installment Contract or portion hereof specified in such notice shall become due and payable on the applicable prepayment date, and monies for the prepayment of this Install- IC -4 mint Contract or portions hereof, together with interest to the prepayment date, shall be available for such prepayment on said date, and if notice of prepayment shall have been mailed as aforesaid (and notwithstanding any defect therein or the lack of actual receipt, thereof by the registered owner entitled thereto) then from and after the prepayment date interest on this Install - ment Contract or portions hereof to be prepaid shall cease to accrue and become payable. 3. Title in and to all of the Improvements, whether or not completed, during all states of construction and installation, shall and do vest immediately in the Municipality, and, in the event of a default hereunder by the Municipality, the Contractor shall not remove or take any action to remove any part or all of the materials theretofore delivered or erected in connection with the Improvements. The Contractor shall deliver to the Municipality all necessary contractors' and subcontrac- tors' affidavits and all necessary waivers and releases from all persons who have performed work and labor, furnished services or supplied equipment, materials or supplies to or in connection with the construction of the Improvements in such form and in such manner sufficient to enable the Municipality to determine that no mechanics' lien claims have been claimed or filed against the Improvements. 4. The Architect shall act as architect for the con- struction of the Improvements for and on behalf of the parties. If- the Architect refuses or is unable to act as such, the Contractor agrees to the designation by the Municipality of a person, firm or corporation recognized as being knowledgeable in architecture and qualified to supervise the work under this Installment Contract to act as Architect hereunder. The Archi- tect shall generally oversee the construction of the Improvements for and shall perform the duties and execute the certificates and other papers provided to be performed or executed by the Architect as in this Installment Contract provided. 5. The certificate of the Architect, addressed to the Contractor and the Municipality, certifying that the construction of the Improvements has been substantially completed in accor- dance with the plans and specifications referred to above, shall be binding on said parties for all purposes of this Installment Contract. 6. That the Municipality shall cause books for the registration of this Installment Contract to be kept at the office of the Village Treasurer, and there shall be attached hereto and made a part hereof, a form for such registration of ownership. This Installment Contract is transferable by the registered holder hereof in person or by his attorney duly authorized in writing at the office of the Village Treasurer. Such transfer shall be recorded in such registration books of the Municipality and upon the registration form attached hereto. The person in whose name this Installment Contract shall be registered shall be deemed and regarded as the absolute owner hereof for all purposes, and payment of the principal of or in- terest on this Installment Contract shall be made only to or upon the order of the registered owner hereof or his legal representa- tive. All such payments shall be valid and effectual to satisfy and discharge the liability upon this Installment Contract to the extent of the sum or sums so paid. 7. That the Municipality recognizes that Section 149(a) of the Internal Revenue Code of 1986 requires this Installment Contract to be issued and to remain in fully registered form in order for the interest hereon to be exempt from federal income taxation under the laws in force at the time this Installment Contract is delivered. In this connection, the Municipality agrees that it will not take any action to permit this Installment Contract to be issued in, or converted into, bearer or coupon form. 8. That the Municipality shall maintain a list of the names and addresses of the holders of this Installment Contract and upon any transfer shall add the name and address of the new holder of this Installment Contract and eliminate the name and address of the transferor. 9. That the Municipality shall have good title to the Improvements, or that porticn of the Improvements then existing, free and clear of all liens, not later than the dates of progress payments and the final payment to the Contractor provided for pursuant to the Contract Documents, and in the event of a default hereunder, the Contractor shall not remove or take any action to __move any part of the Improvements. 10. That it is understood and agreed by and between the parties hereto that to the extent of any conflict between the provisions hereof and the provisions of the Contract Documents, the provisions of this Installment Contract shall be controlling. 11. That it is hereby certified and recited that all conditions, acts and things required by law to exist or to be done precedent to and in the execution of this Installment Contract did exist, have happened, been done and performed in regular and due form and time as required by law. 12. That the Municipality and the Contractor recognize that there is no statutory authority for the levy of a separate tax in addition to other taxes of the Municipality or the levy of a special tax unlimited as to rate or amount to pay the principal hereof and interest hereon. 13. That the Municipality shall annually take all necessary action to budget and appropriate such funds as are necessary to make the principal and interest payments required under this Installment Contract. 14. That it is understood and agreed by and between the parties hereto that the payments required under the terms of this Installment Contract shall be a general obligation of the Municipality, and that the principal amount hereof, together with all other indebtedness of the Municipality, is within all limitations imposed by law. 15. That the Contractor shall have the right at any time or from time to time to assign this Installment Contract, representing the principal amount hereof then remaining unpaid anci the interest then or thereafter payable, as herein provided. The assignment shall be in the form approved by the Municipality and attached hereto as Exhibit 2. The Municipality may rely and shall be protected in acting upon any instrument of assignment or notice thereof believed by it to be genuine and shall have no duty to inquire into the authority for or the validity or effectiveness of any such assignment. If the Contractor assigns its rights under this Installment Contract, it shall do so subject to the following conditions: (a) The Contractor shall provide for the deposit of $961,000 into a special fund of the Municipality hereby created and to be designated as the "Construction Fund" (the "Construction Fund "). (b) If, and only if, (i) the Contractor assigns its rights as provided in this Section with payment into the Construction Fund and (ii) the amount so deposited in the Construction Fund by the Contractor or its assignee is not less than the amount of $961,000 then the Contractor's assignee shall take free of any and all the Municipality's defenses for the Contractor's lack of performance or negligent performance hereunder; otherwise, payment hereunder to any assignee is expressly made subject to all defenses the Municipality may assert against the Contractor. (c) Not more than $21,000 of the funds on deposit in the Construction Fund shall be disbursed to such parties as the Municipality may designate for the payment of costs incurred in connection with the execution and delivery of this Installment Contract. IC -9 (d) The balance of the funds on deposit in the Construction Fund shall be disbursed to the Contractor to pay the purchase price of the Improvements. Prior to each such disbursement from the Construction Fund, the Municipality shall be furnished witn such statements, waivers, affidavits, supporting waivers and releases of lien (if necessary) satisfactory to the Municipality. If the Municipality discovers a misstatement in an affidavit furnished by the Contrac:or, it may stop disbursement until the misstatement has been corrected. (e) If any funds remain in the Construction Fund after the final disbursement thereunder, any such amounts shall be applied by the Municipality solely to the payment when due of amounts under this Installment Contract. 16. Simultaneously with the execution and delivery of this Installment Contract there shall be delivered to the Contractor, and paid for as part of the costs of the Improvements, the opinion of Chapman and Cutler, Chicago, Illinois, to the effect that there is lawful authority for the Municipality to enter into this Installment Contract, that this Installment Contract is assignable in accordance with its terms, that this Installment Contract constitutes a valid and binding obligation of the Municipality in accordance with its terms and that, subject to compliance by the Municipality with certain covenants, under present law, interest on this Installment Contract is not includible in gross income of the owner thereof for federal income tax purposes, except to the extent that such interest will be taken into account in connection with the corporate environmental, branch profits and alternative minimum taxes described in said opinion. In addition, the Municipality agrees to supply, at no expense to Contractor, the opinion of IC -10 counsel :o the Municipality, in such form as required by Chapman and Cuter to enable said firm to render its opinion, as aforesaid. 18. That this Installment Contract may be executed in several counterparts, each of which shall be an original, and all of which shall constitute one and the same instrument. 19. That all notices and demands required hereunder shall be in writing and shall be deemed to have been given or made when delivered personally or when mailed by registered or certified mail, postage prepaid, addressed as follows: If to the Contractor, at Policchio Brothers Co. 8006 West 189th Street Mokena, Illinois 60448 If to the Municipality, at Village of Lemont 418 Main Street Lemont, Illinois 60439 20. That if the Contractor is no longer the registered holder hereof, notice shall also be given to the registered hold- er hereof in the same manner as set forth in paragraph 19 hereof, at the address of such registered holder shown on the registra- tion form which is a part hereof. IN WITNESS WHEREOF, the Contractor has-caused this Installment Contract to be executed by one of its officers and attested by one of its officers and its official seal to be hereunto affixed, and the Municipality has caused this Installment Contract to be executed by its President and attested by its Village Clerk, and its official seal to be hereunto affixed, all as of this 16th day of January, 1991. VILLAGE OF LEMONT COOK AND DU PAGE COUNTIES, ILLINOIS (SEAL) Attest: By M c 77,61 ine�i't- Village Clerk (SEAL) Attest By ,L --L)? d'vt- Title. St,-Cp, By POLICCHIO BROTHERS CO. MOKENA, ILLINOIS BY *L1--‘? Title: �,_. REGISTRATION OF OWNERSHIP Date of Name of Registered Reci.stration Owner ,Tan n:,ry 16. 1991 January 16. 1991 Policchio Brothers Co. Address of Registered Owner 8006 W. 189th St. Mokena, IL 60448 Heritage Bank of Lemont 1200 S. State St. Lemont, IL 60439 Signature cf Village Treasurer (EXHIBIT 2) ASSIGNMENT AGREEMENT relating to an installment contract in connection with the purchase of certain improvements for the renovation of the Village Hall of the Village of Lemont, Cook and DuPage Counties, Illinois. THIS ASSIGNMENT AGREEMENT, by and among Policchio Brothers Co., Mokena, Illinois (the "Contractor "), Heritage Bank of Lemont, Lemont, Illinois (the "Assignee "), and the Village of Lemont, Cook and DuPage Counties, Illinois (the "Municipality "): W I T N E S S E T H: WHEREAS, the Contractor and the Municipality have entered into a Construction Contract, a copy of which is attached hereto as Exhibit 3 and made a part hereof (the "Construction Contract "), pursuant to which the Municipality has agreed to purchase from the Contractor certain improvements for the renovation of the Village Hall (the "Improvements "); and WHEREAS, costs of acquiring the Improvements, including financing fees and costs, are to be paid on an installment basis as provided in the Installment Contract between the Contractor and the Municipality attached hereto as Exhibit 1 and made a part hereof (the "Installment Contract "); and WHEREAS, the Contractor wishes to assign and transfer to the Assignee all of its rights, title and interest in and to all of the payments to be made to the Contractor by the Munici- pality under the Installment Contract; and WHEREAS, the Municipality wishes to assist in this assignment to facilitate performance of the Installment Contract: NOW, THEREFORE, in consideration of the mutual cove- nants and agreements hereinafter contained, and other valuable considerations, it is mutually agreed among the Contractor, the Assignee and the Municipality as follows: 1. That the Contractor hereby assigns and transfers to the Assignee all of its rights, title and interest in and to all of the payments to be made to the Contractor by the Municipality under the Installment Contract, to have and to hold said rights to the Assignee, its successors and assigns, to their own use and benefit forever. 2. That the Contractor further agrees that it shall at any time hereafter, upon the request of the Assignee, make, do, execute and deliver all other documents, acts and things as may be necessary or proper to perfect said transfer and cause said payments to be made to the Assignee. 3. That the Contractor shall at all times remain lia- ble to the Municipality and the Municipality shall at all times remain liable to the Contractor under the Construction Contract and the Installment Contract to perform all duties and obliga- tions thereunder, to the same extent as if this Assignment had not been executed, except the Municipality shall make the payments to the Assignee instead of the Contractor as prescribed in the Installment Contract. AA -2 4. That the Assignee shall have_ no obligation or lia- ;,lity under the Construction Contract or the Installment Con - t;,ict by reason of, or arising out of, this Assignment, nor shall the Assignee be obligated to perform any of the obligations or thereunder of the Contractor or of the Municipality, e\,ept that as consideration for the purchase by assignment of the Installment Contract, the Assignee agrees to make the deposit required of the Contractor into the Construction Fund (as defined in the Installment Contract). 5. That neither the Contractor nor the Municipality :hall agree to any amendment or any departure from the Install - ment Contract without the prior written consent of the Assignee. 6. That the Contractor hereby grants to the Assignee full power and authority to collect, receive and give receipts ;;r all sums due, or to become due under the Installment Con- tract, and in the name of the Contractor, or otherwise, to take all actions that Contractor would be entitled to take thereunder. 7. That the Municipality hereby consents to and ;;proves the assignment of the rights of the Contractor under the : stallment Contract and agrees to make the payments required of the Municipality thereunder to the Assignee. That after the :zsignee has made full payment for the purchase by assignment of :he Installment Contract by making the deposit required of the ; tractor into the Construction Fund, if the Contractor should any ;ay default under the Construction Contract or the F.P.- 3 Installment Contract, the Municipality agrees and warrants that it will continue to make the payments provided in the Installment Contract to the Assignee, and to take only such other action against the Contractcr as the Municipality deems necessary that will not affect the right of the Assignee to receive full payment under the Installment Contract and this Assignment. 8. That the Contractor and the Municipality agree to supply the Assignee at or prior to its payment hereunder the opinion of Chapman and Cutler, Chicago, Illinois, stating that there is lawful authority for the Municipality to enter into the Installment Contract, that the Installment Contract is assignable in accordance with its terms, that the Installment Contract con- stitutes a valid and binding obligation of the Municipality in accordance with its terms and that, subject to compliance by the Municipality with certain covenants, under present law, interest on the Installment Contract is not includible in gross income of the owner thereof for federal income tax purposes, except to the extent that such interest will be taken into account in connec- tion with the corporate environmental, branch profits and alternative minimum taxes described in said opinion. In addi- tion, the Municipality agrees to supply at no expense to Contractor, the opinion of counsel to the Municipality in such form as required by Chapman and Cutler to enable said firm to render its opinion, as aforesaid. 9. That this Assignment may be executed in several counterparts, each of which shall be an original, and all of which shall constitute one and the same instrument. 10. That all notices and demands required hereunder shall be in writing and shall be deemed to have been given or made when delivered personally or when mailed by registered or certified mail, postage prepaid, addressed as follows: If to the Contractor, at Policchio Brothers Co. 8006 West 189th Street Mokena, Illinois 60448 If to the Assignee, at Heritage Bank of Lemont 1200 South State Street Lemont, Illinois 60439 If to the Municipality, at Village of Lemont 418 Main Street Lemont, Illinois 60439 IN WITNESS WHEREOF, the Contractor has caused this Assignment to be executed by one of its officers and attested by one of its officers and its official seal to be hereunto affixed, the Assignee has caused this Assignment to be executed by one of its officers and attested by one of its officers and its cor- porate seal to be hereunto affixed, and the Municipality has caused this Assignment to be executed by its President and attested by its Village Clerk, and its official seal to be hereunto affixed, all as of the lhrh day of January, 1991. (SEAL) At lest: By/,,, Title: (SEAL) Attest: l POLICCHIO BROTHERS CO. MOKENA, ILLINOOISn By Title: VILLAGE OF LEMONT COOK 'ND DU PAGE COUNTIES, ILLINOIS By •G_/�/ �.1�. P esident By (g /A�17 dix' -ezZg t_i Village Clerk (SEAL) Attest: By Title': 4 (I fiSHIZ HERITAGE BANK OF LEMONT LEMONT, ILLINOIS By 44,(4 Title: /W*(.1.