HomeMy WebLinkAboutResolution #3337RESOLUTION NO. 3 3 3 7
A RESOLUTION APPROVING A REAL ESTATE PURCHASE AND SALE
AGREEMENT BETWEEN THE CITY OF CANTON AND BURLINGTON
NORTHERN RAILROAD COMPANY AND DIRECTING THE MAYOR TO
EXECUTE AND DELIVER SAID AGREEMENT ON BEHALF OF THE CITY OF
CANTON, ILLINOIS
WHEREAS, the City Council of the City of Canton, Illinois has reviewed the
terms of the proposed real estate purchase and sale agreement, a copy of which is attached
hereto and made a part hereof as Exhibit A; and,
WHEREAS, the City Council of the City of Canton, Illinois has determined that it
is in the best interest of the City of Canton to approve said Real Estate Purchase and Sale
Agreement.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCII. OF
THE CITY OF CANTON, Fulton County, Illinois as follows:
1. That the Real Estate Purchase and Sale Agreement, which is attached hereto
and made a part hereof as Exhibit A, is hereby approved, said agreement to be subject to
and effective pursuant to the terms and conditions set forth therein.
2. That the Mayor of the City of Canton, Illinois is hereby authorized and directed
to execute and deliver said Real Estate Purchase and Sale Agreement on behalf of the City
of Canton.
3. That this Resolution shall be in full force and effect immediately upon its
passage by the City Council of the City of Canton, Fulton County, Illinois and approval by
the Mayor thereof.
PASSED by the City Council of the City of Canton, Fulton County, Illinois, at a
regular meeting this 17th day of September, 1996, upon a roll call vote as follows:
AYES: Aldermen Molleck, Sarff, Phillips, Nidif.fer, Meade,
Shores, May.
NAYS: None .
ABSENT•Alderman Hartford.
APPROVED:
1~~~
Donald E. Edwards, Mayor
Attest:
P
.~~
ancy White City Clerk.
FORM APPROVED
BY LAW
BURLINGTON NORTHERN RAILROAD COMPANY
REAL ESTATE PURCHASE AND SALE AGREEMENT
Catellus Management Corporation
4545 Fuller Drive
Irving, TX 75038
August 23, 1996
BUYER'S OFFER
1. The undersigned, hereinafter called "Buyer", offers to purchase from Burlington Northern Railroad
Company, herein after called "Seller", all of Seller's right, title and interest in and to that parcel of land
situated in or near the City of Canton, County of Fulton and State of Illinois, shown hatched black on map
marked Exhibit "A", dated 8/15/96, attached hereto and made a part hereof (said parcel of land being
hereinafter called "the Property") at the price and upon the terms and conditions as follows.
PURCHASE PRICE AND PAYMENT
2. Seller may approve or disapprove this Agreement for any reason whatsoever, in Seller's sole and
absolute discretion, whether reasonable or unreasonable or whether arbitrary or capricious, subject to the
approval of this Agreement by Seller, Buyer agrees to pay to Seller the purchase price of $26,500.00 for
Property, of which the amount of 6 500.00 hereinafter called the "deposit", is paid to Seller, or Seller's
assignee, to be applied on the purchase price. Said deposit shall be refunded to Buyer if this offer is not
accepted by Seller within forty five (45) days from the date of said offer. The balance of said purchase price
shall be paid in cash or by certified check to Seller or wire transfer to Seller's account as designated by Seller
at the time Seller's deed to said property is delivered to Buyer. Notwithstanding anything set forth herein to
the contrary, the balance of the purchase price shall be due ten (10) days from notice that Seller's deed is
ready for delivery. Delivery of said deed shall be made at Seller's above stated office.
TAX-DEFERRED EXCHANGE
3. Seller reserves the right to assign this Agreement to Apex Property & Track Exchange, Inc. ("Apex").
Apex is a qualified intermediary within the meaning of Section 1031 of the Internal Revenue Code of 1986, as
amended, and Treas. Reg. § 1.1031(k)-1(g), for the purpose ofcompleting atax-deferred exchange under said
Section 1031. Seller shall bear all expenses associated with the use of Apex, or necessary to qualify this
transaction as atax-deferred exchange, and, except as otherwise provided herein, shall protect, reimburse,
indemnify and hold harmless Buyer from and against any and all reasonable and necessary additional costs,
expenses, including, attorneys fees, and liabilities which Buyer may incur as a result of Seller's use of Apex or
the qualification of this transaction as atax-deferred transaction pursuant to Section 1031. Buyer shall
cooperate with Seller with respect to this tax-deferred exchange, and upon Seller's request, shall execute such
documents as may be required to effect this tax-deferred exchange.
CONVEYANCE
4. Seller shall convey or caused to be conveyed, all of Seller's right, title and interest in the property, if
any, to Buyer by Quitclaim Deed subject to the exceptions and reservations, whether or not of record and in
accordance with the other terms conditions and reservations contained herein. Buyer shall, as soon as
possible after acceptance of this offer, advise the Seller of Buyer's intent to have the property surveyed. In the
event the Seller's description of the property used in the Deed and the use of an Exhibit map for reference in
the Deed is not acceptable to the Buyer, the Buyer shall so advise the Seller of their objections of said
description and within 15 days thereof, the Buyer shall, at their expense, arrange for a survey of the property
to be furnished to the Seller.
ACCEPTANCE CONSTITUTES AGREEMENT
5. This offer of the Buyer to purchase the property when duly accepted and signed by the Seller shall
constitute the entire agreement between the parties for the sale and purchase of the property and shall bind
and inure to the benefit of the Seller, the Buyer, and their heirs, executors, administrators, successors and
assigns.
LIQUIDATED DAMAGES AND SPECIFIC PERFORMANCE
6. Time is of the essence of this contract. If the Buyer shall fail to perform this contract within the time
limits herein specified, Seller may retain the deposit as liquidated damages, not as a penalty or forfeiture, and
declare this contract terminated, or Seller may proceed to have this contract specifically enforced.
SUCCESSORS IN INTEREST
7. Wherever referred to herein, the term Buyer shall imply, mean and apply to the Buyer, its successors,
assigns, heirs, executors, administrators, or designees, who shall be severally and collectively liable for any
and all performance hereunder. Wherever referred to herein the term Seller shall imply, mean and apply to the
Seller, its successors, assigns, heirs, executors, administrators, or designees, who shall be severally and
collectively liable for any and all performance hereunder.
THIS OFFER IS AND THE CONVEYANCE OF THE PROPERTY SHALL BE SUBJECT TO THE
FOLLOWING TERMS, CONDITIONS AND RESERVATIONS.
8. Easements--A reservation of the necessary right of way, to be determined by Seller, for the continued
maintenance, operation and use of all existing driveways, roads, utilities, tracks, wires and easements of any
kind whatsoever on the Property whether owned, operated, used or maintained by the Seller, Seller's
Licensees or other third parties and whether or not of records, and for the installation, construction and
situation of facilities necessary to or beneficial for, the operation of Seller's railroad, with reasonable right of
entry for the repair, reconstruction and replacement thereof, without limitation as a result of any fiuther
enumeration herein. In addition, reservation of anon-exclusive easement for the construction, maintenance
and operation of one or more pipelines or fiber optic lines as presently located or may be located in the future
on Property.
OTHER TERMS AND CONDITIONS
9. Title Defects--If, within the ten (10) day period following Seller's notice to Buyer that Seller's deed is
ready for delivery, Buyer notifies Seller that Buyer has requested evidence of title to the Property, Buyer shall
furnish to Seller at Buyer's expense such evidence of title within thirty (30) days of said notice from Buyer in
the form of an abstract of title or a title commitment, and a written statement specifying the matters or defects
other than said permitted exceptions and reservations and other than such usual exceptions contained in
Owner's policies and the matters to which this sale is subject by the terms hereof, the time of payment of the
balance of the purchase price shall be extended for a period of sixty (60) days after the receipt of said
evidence of title and statement. If Seller is unable or unwilling to cure such matter or defects within said sixty
(60) day period, and Buyer is unwilling to accept the deed subject to such matter or defects then either party
may terminate this Agreement by serving written notice of termination upon the other party within fifteen (15)
days thereafter and all further rights and liabilities under this Agreement shall cease and terminate except that
Seller shall return the deposit to Buyer and Seller shall reimburse Buyer for the actual amount paid by Buyer,
if any, to an abstractor for an abstract of title or to a title company for a title report (but not for title
insurance), provided that said abstract or title report shall be delivered and assigned to Seller. Otherwise,
Buyer shall remit to Seller, or Seller's assignee, the purchase price within ten (10) days or at closing,
whichever is earlier.
10. Real Estate Commissions--If any real estate broker or agent can establish a valid claim for commission
or other compensation as a result of Buyer having used their services in connection with the purchase of the
Property, all such commission or other compensation shall be paid by Buyer. Seller shall not be liable for any
real estate commissions or finders fees to any party with respect to the sale of the Property, except a
commission to Catellus Management Corporation ("Broker") pursuant to a separate agreement. On and prior
to the Date of this Agreement, Broker has advised, and hereby advises, Buyer, by this writing and by other
means, and Buyer hereby acknowledges that Buyer has been so advised, that the Broker is acting as the agent
of the Seller, with the duty to represent Seller's interest, and Broker is not the agent of the Buyer. If a policy
of title insurance is to be obtained, Buyer should obtain a commitment for title insurance which should be
examined prior to closing by an attorney of Buyer's choice. Prior to the execution of this Agreement, Broker
has advised and hereby advises the principals of this transaction, that this Agreement is binding on them, and
the principals hereby acknowledge that they have been so advised.
11. Liens of Seller's Mortgages--Seller shall deliver to Buyer, who shall place of record, good and
sufficient releases of the liens of Seller's mortgages, where required under the terms of any mortgage on the
Property, within one hundred eighty (180) days after the first meeting of Seller's Board of Directors held after
the conveyance contemplated herein. In the event Seller shall be unable to obtain said releases for any reason,
Seller shall have the right to ternnate this Agreement upon serving written notice of termination upon Buyer
within fifteen (15) days thereafter, and both parties shall thereupon be released and discharged from all
liabilities and obligations hereunder, except that Seller shall repay to Buyer any and all sums therefore paid by
Buyer to Seller upon a reconveyance of title to the Property to Seller free and clear of defects or objections to
the same extent as if no conveyance had been made to Buyer hereunder.
12. Other Liens--Any judgment against Seller which may appear of record as a lien against the Property
shall be settled and satisfied by Seller if and when it is judicially determined to be valid, and Seller hereby
indemnifies the Buyer for all loss arising out of Seller's failure to have a judgment lien so settled and satisfied.
All outstanding assessments levied or due in the year the deed is delivered shall be paid by Buyer.
13. General Real Estate Taxes--Real estate taxes or assessments payable or paid in the year the deed is
delivered shall be prorated by Seller and Buyer as of the date on which the deed is delivered on the basis of
the most recent ascertainable taxes assessed against the subject Property, or as may be equitably apportioned
thereto by the Seller if the Property is not separately assessed or unless the payment of same has been
assumed by a tenant under an existing lease to be assigned to Buyer.
14. Transfer Taxes--Buyer agrees to purchase, affix and cancel any and all documentary stamps in the
amount prescribed by statute, and to pay any and all required transfer taxes, excise taxes and any and all fees
incidental to recordation of the conveyance instrument. In the event of Buyer's failure to do so, if the Seller
shall be obligated so to do, the buyer shall be liable for all costs, expenses and judgments to or against the
Seller, including all of Seller's legal fees and expenses and same shall constitute a lien against the Property to
be conveyed until paid by the Buyer.
15. Notices and Demands--All notices, demands, payments and other instruments required or permitted to
be given or served by either party shall be in writing and deemed to have been given or served by either party
if sent by registered or certified mail, addressed to the other party at the address shown herein.
16. Governmental Approval--If the approval of any governmental agency is required for the sale of the
Property, it is understood and agreed that this Agreement is subject thereto and that both parties shall use
their best efforts to obtain such approval. The closing date shall be extended for such period as may be
required to obtain such approval. In the event said approval cannot be obtained, either party may terminate
this Agreement without liability to the other, except that Seller shall return the deposit to Buyer.
In the event a city, county, or other governing authority wherein said Property is located requires a
survey or plat or has a subdivision ordinance, the Buyer shall obtain such survey or plat, all at Buyer's sole
cost and expense. The survey or plat shall be submitted by Buyer to Seller for review and approval prior to
recording and within a period of forty five (45) days after the date of Seller's acceptance of this offer.
17. Deposit Authorization--Buyer hereby authorizes Seller to cash any checks that may be delivered to
Seller as a deposit or option payment, and to take the amount of any such deposit or option payment into its
accounts, with the understanding that it will not constitute acceptance of this offer; provided, however, that
such authorization is given with the understanding that in the event the offer is not accepted the Seller agrees
to refund the amount of any deposit in full.
18. Rail Service--Nothing in this Agreement shall prevent Seller from discontinuing service over any
railroad line or lines by which rail service may be provided to the Property.
19. Leases and License Prepayment Limitation -- Seller shall not refund any prepaid or unearned lease
rentals unless such prepaid or unearned rentals for each lease exceeds the sum of $500.00.
20. Lease Rentals Continuance Buyer's Lease -- Buyer agrees to keep rentals, taxes and other charges
payable to Seller under the terms of lease(s) 580,048 fully prepaid with any refund or adjustment of same to
be made on and as of the date of Closing. If a lease includes a site only partially located within the Property
being purchased, the refund, if applicable, shall be apportioned for that part of said lease site within the
Property. Cancellation of said lease shall be upon the date of conveyance of Property.
21. Leases Other than Buyer -- Lease(s) N/A_ (Lease No.), being in the name of other than Buyer,
shall be assigned to Buyer upon date of conveyance of the Property and will be subject to apportionment of
prepaid rental, payable to Buyer, as of date of conveyance.
22. Complete Agreement -- This Agreement contains the entire Agreement between Seller and Buyer with
respect to the Property and, except as set forth in this Agreement, neither Seller, nor Seller's agents or
employees, have made any agreements, covenants, warranties or representations of any kind or character,
express or implied, oral or written, with respect to the Property.
ADDENDUM PROVISIONS
23. Buyer shall within ninety (90) days of conveyence, at its sole cost and expense, construct a
protective chainlink fence a minimum of Four (4) feet in height upon, over and across the east side of the
premises as shown colored blue on the attached Exhibit "A" and by this reference made a part hereof. Buyer
shall thereafter repair, maintain and renew said fence, so as to keep same in good repair at the sole cost of the
Buyer. If fence is not constructed within this time frame, Grantor may construct said fence at the sole cost of
Buyer and Buyer shall pay Grantor all associated costs within ten (10) days of receipt of bills.
24. This Ageement relates only to land. Unless otherwise herein provided, any conveyance shall exclude
Seller's railroad tracks and appurtenances thereto, Seller's buildings and any other improvements on the
Property, all of which may be removed by Seller within 90 days following conveyance of the Property, and if
not removed, shall be deemed abandoned by the Seller without obligation on the Seller's part and shall
thereafter be and become the Property of the Buyer in place.]
25. A reservation to Seller of all coal, oil, gas, casing-head gas and all ores and minerals of every kind and
nature including sand and gravel underlying the surface of the Property, together with the full right, privilege
and license at any and all times to explore, or drill for and to protect, conserve, mine, take, remove and
market any and all such products in any manner which will not damage structures on the surface of the
Property, together with the right of access at all times to exercise said rights.
26. Seller is not a foreign person as the term is used and defined in Section 1445 of the Internal Revenue
Code of 1954, as amended and the regulations promulgated thereunder. Seller shall, upon request of Buyer,
complete an affidavit to this effect and deliver it to Buyer on or before closing of said sale.
27. It is specifically agreed and understood by the parties hereto that the Buyer shall, before September
30, 1996, accept and sign this Real Estate Purchase and Sale Agreement and return same together with the
$6,500.00 deposit named herein to Seller. Failure of the Buyer to perform within the time restrictions will
render this Agreement null and void in its entirety.
28. Buyer has/have been allowed to make an inspection of the property and has knowledge as to the past
use of the property. Based upon this inspection and knowledge, Buyer is/are aware of the condition of the
property and BUYER IS/ARE AWARE THAT BUYER IS/ARE PURCHASING THE PROPERTY IN
AN "AASIS WITH ALL FAULTS" BASIS WITH ANY AND ALL PATENT AND LATENT
DEFECTS AND THAT BUYER IS/ARE NOT RELYING ON ANY REPRESENTATION OR
WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND WHATSOEVER FROM SELLER AS TO
ANY MATTERS CONCERNING THE PROPERTY, including the physical condition of the property and
any defects thereof, the presence of any hazardous substances, wastes or contaminants in, on or under the
property, the condition or existence of any of the above ground or underground structures or improvements
in, of or under the property, the condition of title to the property, and the leases, easements or other
agreements affecting the property. Buyer is/aze awaze of the risk that hazardous substances and contaminants
may be present on the property, and indemnifies, holds harmless and hereby waives, releases and discharges
forever Seller from any and all present or future claims or demands, and any and all damages, loss, injury,
liability, claims or costs, including fines, penalties and judgments, and attorney's fees, arising from or in any
way related to the condition of the property or alleged presence, use, storage, generation, manufacture,
transport, release, leak, spill, disposal or other handling of any hazardous substances or contaminants in, on or
under the property. Losses shall include without limitation (a) the cost of any investigation, removal, remedial
or other response action that is required by any Environmental Law, that is required by judicial order or by
order of or agreement with any governmental authority, or that is necessary or otherwise is reasonable under
the circumstances, (b) capital expenditures necessary to cause the Seller remaining property or the operations
or business of the Seller on its remaining property to be in compliance with the requirements of any
Environmental Law, (c) Losses for injury or death of any person, and (d) Losses arising under any
Environmental Law enacted after transfer. The rights of Seller under this section shall be in addition to and
not in lieu of any other rights or remedies to which it may be entitled under this document or otherwise. This
indemnity specifically includes the obligation of Buyer to remove, close, remediate, reimburse or take other
actions requested or required by any governmental agency concerning any hazardous substances or
contaminants on the property.
The term "Environmental Law" means any federal, state or local statute, regulation, code, rule, ordinance,
order, judgment, decree, injunction or common law pertaining in any way to the protection of human health or
the environment, including without limitation, the Resource Conservation and Recovery Act, the
Comprehensive Environmental Response, Compensation and Liability Act, the Toxic Substances Control Act,
and any similaz or comparable state or local law.
The term "Hazazdous Substance" means any hazardous, toxic, radioactive or infectious substance, material or
waste as defined, listed or regulated under any Environmental Law, and includes without limitation petroleum
oil and any of its fractions.
29. RESERVING, however, unto Seller, its successors and assigns, the right, privilege and easement
to maintain an unobstructed sight zone or azea over that portion of the premises described as follows: as
shown highlighted Greea on attached Exhibit "A", including the right to remove any or all obstructions
thereon that would interfere with the view between the railroad tracks and right of way of Seller in the vicinity
of said premises and any pedestrian or vehiculaz traffic on the roads or passageways approaching said railroad
tracks or right of way, and the Buyer covenants and agrees to keep said azea free of all buildings, structures,
trees, shrubbery, fences or any other obstructions that will interfere in any way whatsoever with the view
across said azea, which covenant shall run with the land.
30. Buyer agrees, at Buyers costs and expense, to construct, reconstruct, renew, maintain and
operate, upon said premises to be conveyed hereby, such sewer line, ditches, culverts or flood plains as may
be required by Seller to release and discharge all water, whether created by nature or Sellers railroad
operations, from the land and trackage retained by Seller located adjacent to said premises.
If Buyer shall fail to construct, maintain or repair such drainage facilities, Seller shall have the right to enter
upon said premises to construct, maintain or repair such drainage facilities, and Buyer hereby agrees to pay to
Seller the costs of such construction, maintenance or repair.
ALL TERMS, CONDITIONS AND PROVISIONS OF THIS CONTRACT SHALL SURVIVE CLOSDVG.
BUYER MUST c'r,F.ART.y SET FORTH FULL AND CORRECT NAMES OR PARTY OR
PARTIES TO WHOM TITLE WILL BE CONVEYED, THEIR ADDRESS, THEIR
RELATIONSHIP, IF ANY, AND WHETHER CONVEYANCE IS TO BE IN JOINT TENANCY OR
OTHERWISE, AND IF A COMPANY, WHETHER IT IS A PARTNERSHIP, TRUST, TRUSTEE
OR CORPORATION, ADDRESS OF PRINCIPAL OFFICE AND STATE OF INCORPORATION
This offer consisting of pages and by said Exhibit "A" attached hereto, is made a part hereoiy has been
made, signed and sealed in duplicate by the Buyer this day of , 1996.
Buyer's name as it is to appear on deed:
(PRINTED/TYPED)
BY
NAME(PRINTED/TYPED)
X
SIGNATURE
TITLE (OR 2ND SIGNATURE IF PARTNERSHIP)
STATE OF INCORPORATION
ADDRESS OF BUYER CITY, STATE AND ZIP CODE TELEPHONE NO.
(INCLUDING AREA CODE)
The foregoing offer is Accepted by Seller BURLINGTON NORTHERN RAII.ROAD CO.
this day of , 1996.
BY
C A T E L
~~
I~~
L. U S
August 15, 1996
Don J. Bratton
214/ 719-6132
Ms. Linda Caudle
CITY OF CANTON
210 East Chestnut Street
Canton, IL 61520
Dear Ms. Caudle:
RE: City of Canton, IL interest in Burlington Northam (BN) property
covered under Lease 580,048
This letter is in response to yours dated August 6, 1996. I have received
approval from the Railroad to consider a sale of the above listed property and
provide you with a proposal. Please note that any sale proposal is subject to
review and approval of the Railroad's senior management. The price would be
$26,500.00. All railroad sales are by Quitclaim deed with the Buyer responsible
for all closing costs (ie: recording fees, title insurance, documentary stamps,
survey, transfer fees, etc.). We do not require title insurance or a survey. These
are your options.
I have attached a copy of our standard sale agreement. Please review, have
signed and return both copies to me along with a check payable to Burlington
Northern Railroad for $6,500.00 to cover the earnest deposit.
This offer is valid until September 20, 1996. Please note that the sale
agreement requires that the fence be constructed and maintained until the
Railroad no longer operates over the adjoining tracks and said tracks have been
completely removed. If you have any questions, please let me know.
Catellus Management Corporation is acting as agent for the Burlington Northern
Santa Fe Corporation.
Sincerely,
~~3-
Don J. Bratton,
Area Property Manager
CATELLUS MANAGEMENT CORPORATION
4545 FULLER DRIVE, SUITE goo IRVING, TEXAS 79o;H TEL zlq ~ ~q-or t ~ FAX ? 14 ,Iq-(~i I-
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QUITCLAIM DEED
TffiS INDENTURE WTINESSETH: That the Grantor, BURLINGTON
NORTHERN RAILROAD COMPANY, a Delawaze corporation, for Ten and No/100 Dollars
($10.00) and other good and valuable consideration in hand paid, CONVEYS and
QUITCLAIMS, without any covenants of warranty whatsoever and without recourse to the
Grantor, its successors and assigns, to CITY OF CANTON, a Municipal corporation of said
State of Illinois, of 210 East Chestnut Street, Canton, Illinois 61520, Grantee, all its right, title
and interest, if any, in and to that certain pazcel of land located in the County of Fulton, State of
Illinois, being more particularly described as follows:
All of Lots 26, 27, 28, 29, 30, 36 and 37 in Barnes & Jones Addition to the City of
Canton, Fulton County, Illinois.
SUBJECT, however, to all existing interests, including but not limited to all reservations,
rights-of--way and easements of record or otherwise.
EXCEPTING AND RESERVING, unto Grantor, its successors and assigns, all of the
coal, oil, gas, casing-head gas and all ores and minerals of every kind and nature, including sand
and gravel underlying the surface of the premises herein conveyed, together with the full right,
privilege and license at any and all times to explore, or drill for and to protect, conserve, mine,
take, remove and market any and all such products in any manner which will not damage
structures on the surface of the premises herein conveyed, together with the right of access at all
times to exercise said rights.
ALSO RESERVING, however, unto said Grantor, its successors and assigns, the right,
privilege and easement to maintain unobstructed 50.0' x 50.0' sight zones or azeas upon, over and
across the Southeasterly corner of said Lot 28 and the Northeasterly corner of said Lot 37 of
Barnes & Jones Addition to the City of Canton, Fulton County, Illinois, including the right to
remove any or all obstructions thereon that would interfere with the view between the railroad
tracks and right of way of Grantor in the vicinity of said premises and any pedestrian or vehicular
1
~- •
traffic on the roads or passageways approaching said railroad tracks or right of way, and the
Grantee covenants and agrees to keep said area free of all buildings, structures, trees, shrubbery,
fences or any other obstructions that will interfere in any way whatsoever with the view across
said area, which covenant shall run with the land.
Grantee has been allowed to make an inspection of the property and has knowledge as to
the past use of the property. Based upon this inspection and knowledge, Grantee is aware of the
condition of the property and GRANTEE ACKNOWLEDGES THAT GRANTEE IS
PURCHASING THE PROPERTY IN AN "AS-IS WITH ALL FAULTS" BASIS WITH
ANY AND ALL PATENT AND LATENT DEFECTS AND THAT GRANTEE IS NOT
RELYING ON ANY REPRESENTATION OR WARRANTIES, EXPRESS OR IlVIPLIED,
OF ANY KIND WHATSOEVER FROM GRANTOR AS TO ANY MATTERS
CONCERNING THE PROPERTY, including the physical condition of the property and any
defects thereof, the presence of any hazardous substances, wastes or contaminants in, on or under
the property, the condition or existence of any of the above ground or underground structures or
improvements in, on or under the property, the condition of title to the property, and the leases,
easements or other agreements affecting the property. Grantee is aware of the risk that hazardous
substances and contaminants may be present on the property, and indemnifies, holds harmless and
hereby waives, releases and discharges forever Grantor from any and all present or future claims
or demands, and any and all damages, loss, injury, liability, claims or costs, including fines,
penalties and judgments, and attorney's fees, arising from or in any way related to the condition of
the property or alleged presence, use, storage, generation, manufacture, transport, release, leak,
spill, disposal or other handling of any hazardous substances or contaminants in, on or under the
property. Losses shall include without limitation (a) the cost of any investigation, removal,
remedial or other response action that is required by any Environmental Law, that is required by
judicial order or by order of or agreement with any governmental authority, or that is necessary or
otherwise is reasonable under the circumstances, (b) capital expenditures necessary to cause the
Grantor's remaining property or the operations or business of the Grantor on its remaining
property to be in compliance with the requirements of any Environmental Law, (c) Losses for
injury or death of any person, and (d) Losses arising under any Environmental Law enacted after
transfer. The rights of Grantor under this section shall be in addition to and not in lieu of any
other rights or remedies to which it may be entitled under this document or otherwise. This
indemnity specifically includes the obligation of Grantee to remove, close, remediate, reimburse or
take other actions requested or required by any governmental agency concerning any hazardous
substances or contaminants on the property.
The term "Environmental Law" means any federal, state or local statute, regulation, code,
rule, ordinance, order, judgment, decree, injunction or common law pertaining in any way to the
protection of human health or the environment, including without limitation, the Resource
Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation and
Liability Act, the Toxic Substances Control Act, and any similar or comparable state or local law.
The term "Hazardous Substance" means any hazardous, toxic, radioactive or infectious
substance, material or waste as defined, listed or regulated under any Environmental Law, and
includes without limitation petroleum oil and any of its fractions.
BN 11752 Canton, IL 2
'~ rrantee agrees, at Grantees costs and expense, to construct, reconstruct, renew, maintain and
~` ~ operate, upon said premises to be conveyed hereby, such sewer line, ditches, culverts or flood
plains as may be required by Grantor to release and discharge all water, whether created by nature
or Grantor railroad operations, from the land and trackage retained by Grantor located adjacent to
said premises.
If Grantee shall fail to constrict, maintain or repair such drainage facilities, Grantor shall have the
right to enter upon said premises to construct, maintain or repair such drainage facilities, and
Grantee hereby agrees to pay to Grantor the costs of such construction, maintenance or repair.
TO HAVE AND TO HOLD the same unto the said Grantee, its successors and assigns,
forever.
IN WITNESS WHEREOF, the said Grantor has caused this instrument to be signed by
its authorized representative, attested by its Assistant Secretary, and its corporate seal to be
affixed hereto on the ~ ~ day of Oc ~o6er , 1996.
BURLINGTON NORTHERN
RAII..ROAD COMPANY
By:
D. P. Sc eider
Director Real Estate
" ATTEST:
,~ ? ~
,~'~~ ~ - • .' By: r', %; Yom, << << d ~ ~ C l~~ < <
~" ~,, "` `,~ . _ Margaret R. Aclin
"" "~; ~_' - Assistant Secretary
- " ti ~=' c'i .. -
c, - _~
'~ I ~-.
„v, •.,,, PnwvJsi~me of 1':~~ F( ~p~, Pe~~
Ut jta41 F:sWe 1'r++Leter Tuz Rat,
BN II7S2 Canton, IL 3
~rK .~. ~ ~ `r'PbGE ~' ~ G.°
A~.~.r.r t ~L:
~~%'- ~ ~~
Title: Donal ~. Edwards, ?~Sayor
Attest:
Title: Nancy P{"~~tites, City Clerk
r
STATE OF ILLINOIS
COUNTY OF FULTON
certify
ss.
I, Susan B, xenseler
that
a Notary Public in and for said County and State, do hereby
*Jt~nald F._ ^dwarAs_
:~:avor of CITY OF CANTON, a Municipal corporation
of said State of Illinois and Nancy t~lttites,
City Clerk of said CITY OF CANTON, personally known to
me to be the same persons whose names are subscribed to the foregoing instrument, and to me
personally known to be respectively the 2layor and
city Clerk of said corporation, appeared before me this
day in person and severally acknowledged that they signed, sealed and delivered said instrument
as their free and voluntary act, and as the free and voluntary act of said corporation, being
thereunto duly authorized for the uses and purposes therein set forth.
Given under my hand and notarial seal this ?4th day of October 1996.
Notary Public
My commission expires:_ .3~Co / y 9
i~)))))))))))))))))))))))))))))))))):
>~ "GFEICIAL SEAL" ;~
>~ Susan B. Henseler ~~
Notar~~ Public, State of Illinois ;~
,•,~ fiiq Commissicr, Expires 03/0(,/9) >':
li/lJJIJIIJIJJIJJJIJJIJJJJJJIJIJIJJii
BN I17S2 Canton, IL 4
.. c :•
.~ ~i ~~
1_ _\
STATE OF TE~'~~ ~ .
~ ~d {0-
COUNTY OF '~~ ~~~~ , ~ -~ary p~bb to of ~UC,,~``
~ a1 Esta u~~~`~~.
s ~~e of said F~ ~,~~~
I % ., : ~=~=_ etat`J hose r
do hereby ~~ '~~_: __ ,~ ..~afi g',~,~,e 4etsoes e t~vc~y t~^,
Company, and 1~~~~i ~,_ ,.,,, ~~' ~~ to bet ~e tt~~s `~
Company, Pers~--ti~ti~ `~' bef°te ttu~»er~
foregoing instni-~""" ~.... + Y r~q ~ ~eJ std ins
Assistant Secr~~-~-~ ~~ s... ~~ a4'~ae~~vetea betr~the ,
,. sC.c ~ ~~ cot4ot ti~on,
acknowledged ~~~'~~ ~~'
act, and as the n ~'-' --"a r~~ ~, ~ ~ day `.
uses and purp~p~'" ~ ham. r. '',.
~ ttvs
se
Given ui~~l-~~ m}~ s44r µ~ ~~ra~
! .~~ 'ice'
~~
~~f•
,,,~,~.
~'(rN~
___-
~~
.~'
p~b1~c
o~
_.,nR11Sj~0r ,
rS~
~/L~ ` r+ may„
This instrumerr~ ~'~ ~,., ~ ~~ =~
Catellus ManaYJ"~ ~ \ J`~~pt1
~_
4545 Fuller D~-'~~ ~ -
Irving, TX 75'~`~
,~ _ ' eYlat
This deed doc-x f'~ ,., -;-~ to g a=
Act by reason, '~~ - ~i -~=,.'~' 4~_~
exempt listed >'~ ~ ,-----~- - '9'
1-b.
Signed
Date __
BN 11752 Gv-~"'~ ^ _ ~ori,1L
~~~~
.~/~
/~/a `~
~, ~~~..
~`
r / ,
~~~ ~~
r
STATE OF TEXAS )
ss.
COUNTY OF TARRANT )
~ ry1
~uOK ~ ~ ;~ ~r` rAGE ~ -~ ~s,
I, Doris P Logics , a Notary Public in and for said County and State,
do hereby certify that D. P. Schneider, Director Real Estate of Burlington Northern Railroad
Company, and Margaret R. Aclin, Assistant Secretary of said Burlington Northern Railroad
Company, personally known to me to be the same persons whose names are subscribed to the
foregoing instrument, and to me personally known to be respectively the Director Real Estate and
Assistant Secretary of said corporation, appeared before me this day in person and severally
acknowledged that they signed, sealed and delivered said instrument as their free and voluntary
act, and as the free and voluntary act of said corporation, being thereunto duly authorized for the
uses and purposes therein set~forth.
Given under my hand and notarial seal this 28~ day of O~~o6er , 1996.
~,~~;~ Fi~~ pORiS ~ LODICS D .
~ :. MY COMMI ION p(PIRES
§'` ~ ,ianuary 17~ X00 otary Public
~~~,
My commission expires: ~ ~~" DOD
This instrument was drafted by:
Catellus Management Corporation
4545 Fuller Drive, Suite 100
Irving, TX 75038
This deed does not violate the Plat
Act by reason of Provision No. 3 as
exempt listed in Chap. 109, Paragraph
1-b.
Send Tax Statement to:
J~'~ - Gi
CITY OF CANTON 16
210 East Chestnut Street
Canton, Illinois 61520
Signed
Date
FORM APPROVED BYLAW
BN II7S2 Cairton, IL
APPROVED ~
LEGAL Q~~'
APPROVED „n_I
FORM (~"
APPROVED