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HomeMy WebLinkAboutResolution #30291 RESOLUTION ND. 3029 A RESOLUTION APPROVING AN AGREEMENT BETWEEN T1-~ C I TY OF CAdVT'ON AND CANTON INDUSTRIAL OORPORATION AND DIRECTING Tl-~ MAYOR AND CITY CLERK TO EXECUTE AND DELIVER SAID AGREEMENT ON BEHALF OF TF-E CITY OF CAM'ON . ( DCCA ) Vul-EREAS, the City of Canton has entered into negotiations with Canton Industrial Corporation; and, Vul-EREAS, the City Council of the City of Canton has reviewed the terms of the proposed agreement, a copy of which is hereto attached and made a part hereof as Exhibit A; and, WI-EREA~S, the Canton City Council has determined that it is desirable and in the best interest of the City of Canton to approve said agreement. NOJV, T1~REFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CAf~ffON, Fulton County, Illinois as follows: 1. That the Agreement between the City of Canton and Canton Industrial Corporation, 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 therein set forth. 2. That the Mayor and City Clerk are hereby authorized and directed to execute and deliver said Agreement on behalf of the City of Canton. 3. That this Resolution shall be in full force and effect 1 i 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 18th day of December ~ 19 90 upon a roll call vote as follows: AYES: Aldermen May, Boh.ler, Meade, Fuller, Kovachevich. NAYS: Alderman Steck, ABSENT: Aldermen Chapman, Sarft. APPF~/ED : Donald E. Edwards, Mayor ATTEST: Nancy Whites City Clerk 2 AGRSE~NT This Agreement made and entered into this 1st day of November, 1990 by and between the City of Canton, Illinois (hereafter designated "City") and Canton Industrial Corporation (hereafter designated "CIC") to adjust and resolve the DCCA debt obligations which heretofore obligated CIC to City. NOW, THEREFORE, in consideration of the mutual promises and covenants made herein and for good consideration the parties agree as follows: 1. City agrees to forgive and release CIC from any and all obligations otherwise due and owing City by reason of loan(s) in the principal amount of $400,000.00 provided to CIC through the Illinois Department of Commerce and Community Affairs (DCCA) in consideration for which CIC agrees to pay consideration to the City as hereinafter set forth. This forgiveness and release shall not operate to forgive, release or discharge Harriett L. Schleich or any other previous officer or director of CIC from any obligation she or they may have to City and/or CIC. Notwithstanding, this agreement shall operate to release the 160,416.7 shares of CIC stock pledged by Schleich to CIC and City shall physically return such shares to CIC. By this agreement, the City assigns unto CIC any and all rights which it has against Harriett L. Schleich, by reason of its pledge agreement, and CIC in turn, agreed to hold the City whole and harmless from any claim which Harriett L. Schleich may choose to assert against the City with regard to said stock and agrees to undertake, at its sole expense, any and all defense of the City with respect to any and all claims asserted against the City by reason of this agreement. 2. CIC agrees to pay City the sum of $400,000.00 by transfer by general warranty deed merchantable title free and clear of all liens to the below described property at the time of execution of this agreement: a. CIC transfers by general warranty deed merchantable title to the following described real property to the City: Lot # Location 44 4th and Elm 57 E. Pine and 4th 58 4th and mid-block 61 4th 232 & 235 E. Oak & 3rd 37 & 44 Vanburen to 2nd 37 & 44 Vanburen to 2nd 53 Maple & 2nd 5 Walnut, Vanburen & 2nd 12 2nd & Vanburen 21 2nd & Vanburen 28 2nd & Vanburen 70 Vanburen & Walnut 69 Vanburen 75 Vanburen, 2nd & Walnut 74 Vanburen & 2nd 74 Vanburen & 2nd 74 Vanburen & 2nd 73 Vanburen & 2nd 73 Vanburen & 2nd 72 2nd 72 2nd 71 2nd & Pine A more precise legal description of the involved properties shall be furnished by CIC to City hereafter and, of course, will be contained in the deeds to be given by CIC to City. CIC shall, at its sole expense and on a one-time basis, provide the City with a Commitment To Insure Title to be issued by Fulton County Abstract Company, Lewistown, Illinois, in the amount of $400,000.00. The City shall have a reasonable period of time to examine said commitment and to make written objection to status -2- of title; thereupon, CIC shall, at its sole expense, cure any such defect which renders title non-merchantable. 3. The parties agree that this agreement shall be submitted to the Bankruptcy Court for its approval. The City agrees to reasonably cooperate to obtain approval of the Bankruptcy Court. This Agreement shall not be binding upon the parties unless or until it be approved by the Federal Bankruptcy Court sitting in Peoria, Illinois. 4. The parties agree that the City~s approval of this Agreement is made conditional, and is predicated upon the City~s receipt of written approval of this Agreement and each and every term of this Agreement by the Illinoid Department of Commerce and Community Affairs (DCCA). The parties further agree to incorporate any additions, deletions, or changes which DCCA may, in writing, require of the City. Failure to incorporate or to agree upon any such addition, deletion, or change shall cause this Agreement to be null and void by operation of law. The City shall not be required to perform hereunder until such full and final, written approval is received by the City from DCCA. 5. It is understood and agreed that time is of the essence of this agreement and each and every term and provision thereof, and that failure to make payment when the same is due or to keep any other term or provision of this agreement shall constitute a default of this agreement, provided, that the waiver of any default shall not constitute the waiver of any subsequent default of any of the terms or provisions of this agreement; and the parties may, at their option, declare a cancellation of this agreement by giving the other 30 days notice in writing that it is -3- in default under the terms and conditions of this agreement. Any notice to be given hereunder may be served upon either party personally or by certified mail addressed as follows: Office of the Mayor Canton Industrial Corporation City of Canton 260 East Elm Street 210 East Chestnut Canton, IL 61520 Canton, IL 61520 6. The parties agree to execute and deliver in timely fashion all other documents reasonably necessary to give full force and effect to this agreement. 7. This agreement shall be binding upon the successors and assigns of each of the City and CIC. CITY OF CANTON, ILLINOIS BY: ~ Donald E. Edwards, Mayor ATTEST: Nancy Whites, City Clerk. CANTON INDUSTRIAL CORPORATION BY: , Its: ATTEST: - 4-