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Ordinance#4231 - Redevelopment Agreement between the City of Canton and Ben Hendricks Trucking
CITY OF CANTON, ILLINOIS ORDINANCE NO. 4231 AN ORDINANCE APPROVING AND AUTHORIZING THE EXECUTION OF A TIF REDEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF CANTON, FULTON COUNTY,ILLINOIS AND BEN HENDRICKS TRUCKING,INC. PASSED BY THE CITY COUNCIL OF THE CITY OF CANTON, FULTON COUNTY, ILLINOIS, ON THE 4TH DAY OF MAY, 2021. PUBLISHED IN PAMPHLET FORM BY AUTHORITY OF THE CITY COUNCIL OF THE CITY OF CANTON, FULTON COUNTY, ILLINOIS, THIS 4TH DAY OF MAY, 2021. EFFECTIVE: MAY 4, 2021 CITY OF CANTON, ILLINOIS: ORDINANCE NO. 4231 CANTON 2- RT. 9/CHESTNUT STREET TAX INCREMENT FINANCING (TIF) DISTRICT AN ORDINANCE APPROVING AND AUTHORIZING THE EXECUTION OF A REDEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF CANTON AND BEN HENDRICKS TRUCKING, INC. BE IT ORDAINED BY THE CITY OF CANTON, FULTON COUNTY, ILLINOIS THAT: 1. The Redevelopment Agreement with Ben Hendricks Trucking,Inc.,an Illinois Corporation (Exhibit A attached) is hereby approved. 2. The Mayor is hereby authorized and directed to enter into and execute on behalf of the City said Redevelopment Agreement and the City Clerk of the City of Canton is hereby authorized and directed to attest such execution. 3. The Redevelopment Agreement shall be effective the date of its approval on the 4th day of May, 2021. 4. This Ordinance shall be in full force and effect from and after its passage and approval as required by law. [the remainder of this page is intentionally blank] PASSED, APPROVED AND ADOPTED by the Corporate Authorities of the City of Canton, Fulton County, Illinois, on the 4th day of May 2021, and deposited and filed in the Office of the City Clerk of said City on that date. MAYOR&ALDERMEN AYE VOTE NAY VOTE ABSTAIN Angie Lingenfelter X Andra Chamberlin X Jeff Fritz X Craig West X Justin Nelson X John Lovell X Angela Hale X Kent A. McDowell,Mayor TOTAL VOTES 7 0 0 APPROVED: I `f - • '' Date 05 / 01Y1 /2021 M or,City of Can on ATTEST: ,? r / ��GL ,Date: / /2021 City Clerk, City of Canton ATTACHMENTS: EXHIBIT A. REDEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF CANTON AND BEN HENDRICKS TRUCKING,INC. TAX INCREMENT FINANCING DISTRICT REDEVELOPMENT AGREEMENT by and between CITY OF CANTON, FULTON COUNTY, ILLINOIS and BEN HENDRICKS TRUCKING, INC. CANTON 2 - RT. 9/CHESTNUT STREET TAX INCREMENT FINANCING (TIF) DISTRICT MAY 4, 2021 REDEVELOPMENT AGREEMENT by and between CITY OF CANTON and BEN HENDRICKS TRUCKING, INC. CANTON 2 - RT. 9/CHESTNUT STREET TAX INCREMENT FINANCING (TIF) DISTRICT THIS REDEVELOPMENT AGREEMENT(including Exhibits)is entered into this 4`"day of May, 2021,by and between the City of Canton(the"City"),an Illinois Municipal Corporation,Fulton County, Illinois,and Ben Hendricks Trucking, Inc., an Illinois Corporation (the "Developer"). PREAMBLE WHEREAS, the City has the authority to promote the health, safety and welfare of the City and its citizens,and to prevent the spread of blight and deterioration and inadequate public facilities,including sanitary sewer,by promoting the development of private investment in the marketability of property thereby increasing the tax base of the City and providing employment for its citizens; and WHEREAS, Pursuant to 65 ILCS 5/8-1-2.5, a municipality may appropriate and expend funds for economic development purposes, including without limitation for commercial enterprises that are deemed necessary or desirable for the promotion of economic development within the community;and WHEREAS,pursuant to the Tax Increment Allocation Redevelopment Act,65 ILCS 5/11-74.4 et seq., as amended (the "Act"), the City has the authority to provide incentives to owners or prospective owners of real property to redevelop, rehabilitate and/or upgrade such property by reimbursing the owner for certain costs from resulting increases in real estate tax revenues ("real estate tax increment") or from other City revenues; and WHEREAS, on February 6, 2012, recognizing the need to foster the development, expansion and revitalization of certain properties which are vacant,underutilized or undeveloped,the City adopted Tax Increment Financing under the Act,approved a Redevelopment Plan and designated a Redevelopment Area known as the Canton 2-Rt.9/Chestnut Street TIF District(hereinafter referred to as the"TIF District"); and; and WHEREAS,included in the Redevelopment Project Area is property to be acquired by the Developer, located within the Canton Industrial Park, Canton, Illinois, real estate tax property identification numbers 09-08-29-402-009 (the "Property"); and WHEREAS, the Developer will acquire said Property and is proceeding with plans to construct a commercial trucking building and truck scale thereon (the "Project"), and is doing so based on the availability of TIF incentives offered by the City;and WHEREAS,it is the intent of the City to encourage economic development which will increase the real estate tax revenue of the City,which increased incremental taxes will be used,in part, to finance incentives to assist development within the Tax Increment Financing District; and WHEREAS,the Developer's proposed Project is consistent with the TIF District Redevelopment Plan Canton TIF 2/ Ben Hendricks Trucking, Inc. Redevelopment Agreement Page 1 and Projects for the Redevelopment Project Area and further conforms to the land uses of the City as adopted;and WHEREAS, pursuant to Section 5/11-74.4-4(b) of the Act, the City may make and enter into all contracts with property owners, developers, tenants, overlapping taxing bodies, and others necessary or incidental to the implementation and furtherance of the Redevelopment Plan; and WHEREAS,pursuant to Section 5/11-74.4-4(j) of the Act,the City may incur project redevelopment costs and reimburse developers who incur redevelopment project costs authorized by a redevelopment agreement and further defined in Section 5/11-74.4-3(q) of the Act, including those Estimated TIF Eligible Project Costs as herein listed in the attached Exhibit "1"of this Redevelopment Agreement; and WHEREAS, the Developer requested that incentives for the development be provided by the City from incremental increases in real estate taxes of the City generated from its Project and the City agreed to such incentives;and WHEREAS, the City has determined that this Project required the incentives requested as set forth herein and that said Project will,as a part of the Plan,promote the health,safety and welfare of the City and its citizens by attracting private investment to prevent blight and deterioration and to generally enhance the economy of the City; and WHEREAS, the City has reviewed the conditions of the Property and has reason to believe that the costs of the necessary public and private improvements to be incurred by the Developer in furtherance of the Project are eligible project costs under the Act and are consistent with the Redevelopment Plan of the City; and WHEREAS,the Parties have agreed that the City shall reimburse the Developer Fifty Percent(50%) of the annual"net"incremental increase in real estate tax revenues derived from the Developer's Project for reimbursement of the Developer's Estimated TIF Eligible Project Costs as set forth in Exhibit"1" attached hereto. Such reimbursement shall commence with tax year 2021 payable 2022 real estate tax increment generated by the Project, and shall continue only for the current remaining life of the TIF District(tax year 2035 payable 2036),or upon the Developer's receipt of the maximum reimbursement amount of Fifty-One Thousand Three Hundred Dollars and No Cents ($51,300.00) as set forth in Exhibit "1"attached hereto,whichever occurs first. These funds are to be allocated to and when collected shall be paid to the City treasurer for deposit in a separate account within the Special Tax Allocation Fund for the Canton TIF District 2 designated as the "Ben Hendricks Trucking, inc. Special Account ("Special Account"). "Net" real estate tax increment is defined as real estate tax increment derived from the Developers's Project as previously described after a proportionate payment of administrative fees and costs. WHEREAS, in consideration of the execution of this Agreement, the Developer is completing the Project as set forth in Exhibit "1"; and WHEREAS, the City is entering into this Agreement having encouraged and induced the Developer to proceed with the Project located on said Property. Canton TIF 2/ Ben Hendricks Trucking, Inc. Redevelopment Agreement Page 2 AGREEMENTS NOW, THEREFORE, the Parties, for good and valuable consideration, the receipt of which is acknowledged, agree as follows: A. PRELIMINARY STATEMENTS 1. The Parties agree that the matters set forth in the recitals above are true and correct and form a part of this Agreement. 2. Any terms which are not defined in this Agreement shall have the same meaning as they do in the Act,unless indicated to the contrary. 3. The Developer shall remain in compliance with all municipal ordinances relating to property development, property condition, zoning, subdivision and building codes. Failure to cure the violation of any such ordinance within thirty(30) days upon being provided written notice of the same by the City shall be cause for th City to declare the Developer in Default and unilaterally terminate this Agreement,except where such failure is not reasonably susceptible to cure within such 30-day period, in which case the Developer shall have such additional time to cure as is reasonably necessary,provided that the Developer has commenced such cure within such 30-day period and continues to diligently prosecute the same to completion. 4. The Developer shall complete the Project within twelve (12) months from the date this Agreement is executed, subject to extension due to Force Majeure (defined below). 5. Each of the Parties represents that it has taken all actions necessary to authorize its representatives to execute this Agreement. B. ADOPTION OF TAX INCREMENT FINANCING The City has created a Tax Increment Financing District known as the"Canton 2-Rt.9/Chestnut Street TIF District"which includes the Developer's Property.The City has approved certain Redevelopment Project Costs,including the types described in Exhibit "1"for the Developer's Project. C. INCENTIVES In consideration for the Developer purchasing the Property and completing the Project as set forth herein, the City agrees to extend to the Developer the following incentives to assist the Developer's Project: 1. The City shall reimburse the Developer Fifty Percent (50%) of the annual "net" incremental increase in real estate tax generated over the base year by the Developer's Project for the reimbursement of the Developer's Eligible Project Costs (Exhibit "1' . Said reimbursements shall commence with the real estate tax increment derived from the real estate taxes assessed in year 2021 and paid in 2022,and continue for the current remaining life of the TIF District,which is tax year 2035 with final payment received in 2036, or until all TIF eligible project costs as described in Exhibit "1"are fully reimbursed, not to exceed a total of Fifty-One Thousand Three Hundred Dollars and No Cents ($51,300.00),whichever occurs first. These funds are to be allocated to and when collected shall be paid to the City Treasurer for deposit in a separate Canton TIF 2/ Ben Hendricks Trucking Inc. Redevelopment Agreement Page 3 account within the Special Tax Allocation Fund for the Canton TIF District 2 designated as the "Ben Hendricks Trucking, Inc. Special Account" (the "Special Account"). All monies deposited into the Special Account shall be used exclusively by the City for the purposes set forth in this Agreement. 2. "Net"real estate tax increment is defined as increases in annual real estate tax increment derived from the Developer's Project after payment of the proportionate amount of administrative fees and costs incurred by the City and payments pursuant to TIF District Intergovernmental Agreements, if any. The Developer's proportionate amount is calculated by dividing the increment generated by the Developer's Project by the total TIF District increment. 3. In the event the Developer sells or otherwise conveys the property,absent a written assignment that has been accepted by the Village pursuant to S ection N below,any reimbursements remaining to be paid to the Developer hereunder shall cease and this Agreement shall terminate. D. LIMITATION OF INCENTIVES TO DEVELOPER 1. The Developer shall be reimbursed by the City for all Eligible Project Costs permitted by the Act (subject to a limitation of$51,300.00) from the real estate tax increment generated by this Project located on the Property and deposited into the Special Account, but only for the term of the Agreement and only from the Property included in this Project and currently owned by the Developer at that location. The parties may add additional phases and eligible project in excess of the amount authorized by this Agreement upon mutual agreement. 2. It is not contemplated nor is the City obligated to use any of its proportionate share of the monies for any of the Developer's Eligible Project Costs but,rather, the City shall use its sums for any purpose under the Act as it may in its sole discretion determine. 3. The Developer agrees to substantially complete the project,subject to Force Majeure,as defined below. E. PAYMENT OF ELIGIBLE PROJECT COSTS 1. Payment to the Developer for TIF Eligible Project Costs as set forth by the Act, shall be made by a Requisition for Payment of Private Development Redevelopment Costs (Exhibit "2", "Requisition") submitted from time to time by the Developer to the City's TIF Administrator Jacob & Klein, Ltd., with copy to The Economic Development Group, Ltd. (collectively, the "Administrator"),and subject to the Administrator's approval of the costs and to the availability of funds in the Special Account. 2. All Requisitions must be accompanied by verified bills or statements of suppliers,contractors or professionals together with mechanic's lien waivers (whether partial or full) from each of the parties entitled to a payment that is the subject of the Requisition as required by the City. 3. In order for the Developer to receive reimbursement of Eligible Project Costs for costs it has incurred in any year as set forth in Paragraphs 1 and 2 above, the Developer must submit such proposed eligible costs to the City by March 1 of the following year. If there are no accumulated outstanding costs previously submitted and approved by the City and if the Developer does not submit such proposed eligible costs by this deadline, the Developer will forfeit reimbursement Canton TIF 2/ Ben Hendricks Trucking, Inc. Redevelopment Agreement Page 4 of such costs from the prior year's real estate tax increment to be paid in the current year. Any approved eligible costs submitted after this deadline will be eligible for reimbursement from the next year's real estate increment receipts. 4. Any real estate increment not required to be paid to the Developer under the terms of Paragraph 3 above shall be available to the City for any purpose set forth in the TIF Plan and allowed by the Act. 5. The Developer shall use such sums as reimbursement for Eligible Project Costs only to the extent permitted by law and the Act and may allocate such funds for any purpose for the terms of this Agreement or the term of the TIF District whichever is longer. 6. The Administrator shall approve or disapprove a Requisition by written receipt to the Developer within thirty(30) business days after receipt of the Requisition.Approval of the Requisition will not be unreasonably withheld. If a Requisition is disapproved by the Administrator the reasons for disallowance will be set forth in writing and the Developer may resubmit the Requisition with such additional information as may be required and the same procedures set forth herein shall apply to such re-submittals. 7. All TIF Eligible Project Costs approved shall then be paid by the City from the Special Account to the Developer,or to others as directed by the Developer,pursuant to the Redevelopment Plan and as allowed by Illinois Law. The City shall pay such approved eligible Costs annually, provided the Developer has satisfied the terms of this Agreement and costs which exceed the amount available to pay the Developer shall carry forward,until paid,without further action of the Developer. Payment shall be made within forty-five (45) days after approval subject to the terms if this Agreement and after receipt of the increment generated by the Developer's Redevelopment Project from the County. 8. The Parties acknowledge that the determination of Eligible Project Costs, and, therefore, qualification for reimbursement hereunder are subject to changes or interpretation made by amendments to the Act, administrative rules or judicial interpretation during the term of this Agreement. The City has no obligation to the Developer to attempt to modify those decisions but will assist the Developer in every respect as to obtaining approval of Eligible Project Costs. F. VERIFICATION OF TAX INCREMENT 1. It shall be the sole responsibility of the Developer or its designee to provide to the City, as requested in writing, copies of all PAID real estate tax bills,annually, for the Property. 2. The failure of Developer to provide any information required herein after written notice from the City,and the continued failure to provide such information within(30)days after such notice, shall be considered a breach of this Agreement and shall be cause for the City to deny payments hereunder to the Developer, which payments are conditional upon receipt of the foregoing information. Canton TIF 2/ Ben Hendricks Trucking, Inc. Redevelopment Agreement Page 5 G. REIMBURSEMENT OF THE DEVELOPER'S SHARE OF TAX OBJECTION REFUNDS If a refund of tax increment (including any accrued statutory interest thereon) is potentially due from the City's TIF Fund as the result of any tax objection, assessment challenge or formal appeal to the Illinois Property Tax Appeal Board (PTAB), issuance of a certificate of error or other such action, including any appeals therefrom,concerning the potential reduction of assessed value of the Property, the City may at its sole discretion withhold the Developer's share of any such possible refund(including any accrued statutory interest thereon) from future reimbursements calculated to be paid to the Developer under this Agreement. Furthermore,the Developer is hereby obligated to provide written notice to the City within five(5)days of filing any such objection,assessment challenge or formal appeal to the PTAB or other such action, including any appeals therefrom, that could potentially reduce the assessed value of the Property. Failure to provide such notice shall be considered a breach of this Agreement and shall be cause for the City to deny payments hereunder to the Developer. Any funds withheld by the City under this Section G shall be deposited by it into a separate interest bearing bank account. Upon final determination of the assessed value of the Property, the City shall pay to the Developer the principal amount due under this Agreement as recalculated. The City shall be entitled to retain any interest earned on the account as partial payment for the administration of the account due to the delay of the determination of the final evaluation and recalculation of the benefits due the Developer under this Agreement. If it appears to the City that it will be unable to recover the Developer's share of any such refund (including any accrued statutory interest thereon) from the remaining future reimbursements due the Developer under this Agreement,the Developer shall reimburse the City for the Developer's remaining unpaid share of such refund within thirty (30) days upon receiving written demand of the same from the City. Notwithstanding anything contained in this Agreement to the contrary,the obligations contained in this Section G shall remain in effect for the remaining life of the TIF District, whether the TIF District expires upon the current expiration of the Redevelopment Plan and Projects adopted by the City (tax year 2035 payable 2036);at an earlier time if the City passes an ordinance terminating the TIF District; or at a later time if the TIF District is legislatively extended. Furthermore, the obligations set forth in this Section G shall survive the expiration of the TIF District if a tax objection or other such action taken by the Developer is pending prior to the expiration of the TIF District and shall continue until final disposition of such action. H. LIMITED OBLIGATION The City's obligation hereunder to pay the Developer for Eligible Project Costs is a limited obligation to be paid solely from the Special Account. Said obligation does not now and shall never constitute an indebtedness of the City within the meaning of any State of Illinois constitutional or statutory provision and shall not constitute or give rise to a pecuniary liability of the City or a charge or lien against any City fund or require the City to utilize its taxing authority to fulfill the terms of this Agreement. I. CITY PUBLIC PROJECTS The City intends to use part or all of its share of the Project's real estate increment for other public projects within the TIF District or within contiguous TIF Districts as allowed by law. The City shall Canton TIF 2 / Ben Hendricks Trucking,Inc. Redevelopment Agreement Page 6 be eligible for reimbursement of the cost of doing so,as well as other eligible costs incurred by the City in the TIF District. J. LIMITED LIABILITY OF CITY TO OTHERS FOR DEVELOPER'S EXPENSES There shall be no obligation by the City to make any payments to any person other than the Developer, nor shall the City be obligated to make direct payments to any other contractor,subcontractor,mechanic or materialman providing services or materials to the Developer for the Developer's Project. K. COOPERATION OF THE PARTIES 1. The City and the Developer agree to cooperate fully with each other when requested to do so concerning the development of the Developer's Redevelopment Project. This includes without limitation the City assisting or sponsoring the Developer, or agreeing to jointly apply with the Developer,for any grant,award,subsidy or additional funding which may be available from other governmental sources as the result of the Developer's or City's activities. This also includes without limitation the Developer assisting or sponsoring the City, or agreeing to jointly apply with the City, for any grant, award, or subsidy which may be available as the result of the City's or the Developer's activities. 2. The Parties agree to take such actions,including the execution and delivery of such documents, instruments,petitions,and certifications(and,in the City's case,the adoption of such ordinances and resolutions),as may be necessary or appropriate, from time to time,to carry out the terms, provisions, and intent of this Agreement and to aid and assist each other in carrying out said terms,provisions,and intent. 3. The Parties shall cooperate fully with each other in seeking from any or all appropriate governmental bodies all approvals (whether federal,state,county or local)required or useful for the construction or improvement of property and facilities in and on the Property or for the provision of services to the Property, including, without limitation, wetland mitigation, gas, telephone,and electric utility services,roads,highways,rights-of-way,water and sanitary sewage facilities, and storm water disposal facilities. L. DEFAULT; CURE; REMEDIES In the event of a default under this Redevelopment Agreement by any party hereto (the "Defaulting Party"),which default is not cured within the cure period provided for below,then the other Party(the "Non-defaulting Party"), may have an action for damages, or, in the event damages would not fairly compensate the Non-defaulting Parties for the Defaulting Party's breach of this Redevelopment Agreement, the Non-defaulting Party shall have such other equity rights and remedies as are available to them at law or in equity.Any damages payable by the City hereunder shall be limited to the real estate tax increment payable to the Developer under the terms of this Agreement. In the event a Defaulting Party shall fail to perform a monetary covenant which it is required to perform under this Redevelopment Agreement,it shall not be deemed to be in default under this Redevelopment Agreement unless it shall have failed to perform such monetary covenant within thirty (30) days of its receipt of a notice from a Non-defaulting Party specifying that it has failed to perform such monetary covenant. In the event a Defaulting Party fails to perform any nonmonetary covenant as and when it is required to under this Redevelopment Agreement,it shall not be deemed to be in default if it shall Canton TIF 2/ Ben Hendricks Trucking, Inc. Redevelopment Agreement Page 7 have cured such default within thirty (30) days of its receipt of a notice from a Non-defaulting Party specifying the nature of the default, provided, however, with respect to those nonmonetary defaults which are not capable of being cured within such thirty(30) day period,it shall not be deemed to be in default if it commences curing within such thirty (30) day period, and thereafter diligently and continuously prosecutes the cure of such default until the same has been cured. M. TIME; FORCE MAJEURE For this Agreement,time is of the essence. The Developer agrees to complete this Project within twelve (12) months following the date of execution of this Agreement. Failure to do so shall be cause for the City to declare the Developer in default and unilaterally terminate this Agreement. However, the Developer and the City shall not be deemed in default with respect to any obligations of this Agreement on its part to be performed if the Developer or City fails to timely perform the same and such failure is due in whole, or in part,to any strike,lock-out,labor trouble(whether legal or illegal),civil disorder, inability to procure materials,weather conditions wet soil conditions,failure or interruptions of power, restrictive governmental laws and regulations, condemnation, riots,insurrections,war, fuel shortages, accidents, casualties, Acts of God, acts caused directly or indirectly by the City (or the City's agents, employees or invitees) when applicable to Developer or third parties, or any other cause beyond the reasonable control of Developer or the City. N. ASSIGNMENT The rights (including, but not limited to, the right to payments contemplated by Section C of this Agreement) and obligations (or either of them) of the Developer under this Agreement shall be fully assignable by the Developer provided written notice is provided to the City and the City's consent is obtained prior to such assignment. The City's consent shall not be unreasonably withheld provided that the nature of the Project is not substantially changed,and further provided that the assignee is financially capable of fulfilling the obligations of the assignor. Any such assignment shall be subject to all the terms and conditions contained in this Agreement. Further, no such assignment shall be deemed to release the assignor of its obligations to the City under this Agreement unless the consent of the City to the release of the assignor's obligations is first obtained. O. PREPAYMENTS Should the annual incremental tax revenue generated by the Project be sufficient to pay all cost eligible expenses prior to the expiration of the term of the Agreement,the City may,in its sole discretion,elect to pay all then remaining payments in a single lump sum payment. P. WAIVER Any party to this Agreement may elect to waive any remedy it may enjoy hereunder,provided that no such waiver shall be deemed to exist unless the party waiving such right of remedy does so in writing. No such waiver shall obligate such party to waive any right of remedy hereunder, or shall be deemed to constitute a waiver of other rights and remedies provided said party pursuant to this Agreement. Q. SEVERABILITY If any section,subsection,term or provision of this Agreement or the application thereof to any party or circumstance shall, to any extent, be invalid or unenforceable, the remainder of said section, Canton TIF 2/ Ben Hendricks Trucking, Inc. Redevelopment Agreement Page 8 subsection,term or provision of this Agreement or the application of same to parties or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby. R. NOTICES All notices,demands,requests,consents,approvals or other instruments required or permitted by this Agreement shall be in writing and shall be executed by the party or an officer,agent or attorney of the party, and shall be deemed to have been effective as of the date of actual delivery, if delivered personally, or as of the third (3rd) day from and including the date of posting,if mailed by registered or certified mail,return receipt requested,with postage prepaid addressed as follows: TO CITY: TO DEVELOPER: City Clerk, City of Canton Ben Hendricks Trucking,Inc. 2 N. Main Street c/o Ben Hendricks, Owners Canton, IL 61520 4600 W.Vine Street Telephone: (309) 647-0020 Canton,IL 61520 Fax: (309) 647-1310 With Copy to: Jacob&Klein,Ltd. The Economic Development Group,Ltd. 1701 Clearwater Avenue Bloomington, IL 61704 Telephone: (309) 664-7777 Fax: (309) 664-7878 S. SUCCESSORS IN INTEREST Subject to the provisions of Section N, above, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. T. NO JOINT VENTURE,AGENCY, OR PARTNERSHIP CREATED Neither anything in this Agreement nor any acts of the parties to this Agreement shall be construed by the parties or any third person to create the relationship of a partnership, agency, or joint venture between or among such parties. U. INDEMNIFICATION OF CITY It is the understanding of the Parties that the position of the Illinois Department of Labor is that the Illinois Prevailing Wage Act does not apply to TIF Increment received by private developers for private TIF Eligible Project Costs. This position of the Department of Labor is stated as an answer to a FAQ on its website at:http://www.illinois.gov/idol/FAQs/Pages/prevailing-wage-faq.aspx. The Developer shall indemnify and hold harmless the City, and all City elected or appointed officials, officers, employees, agents,representatives, engineers, consultants and attorneys (collectively, the Indemnified Parties), from any and all claims that may be asserted against the Indemnified Parties or one or more of them,in connection with the applicability,determination,and/or payments made under the Illinois Prevailing Wage Act (820 ILCS 130/0.01 et. seq.), the Illinois Procurement Code,and/or any similar State or Federal law or regulation. In addition, the Developer agrees to indemnify and hold harmless the City for any claim asserted against the City arising from the Developer's Project and/or this Canton TIF 2/ Ben Hendricks Trucking, Inc. Redevelopment Agreement Page 9 .\greetnrttt or any'challenge to the eligibility of project cr>sts reimbursed to the Dcucluper hereunder. fins obligation to indemnify and bold harmless obligates Developer to defend any such claim and/or action,pay any liabilities and/or penalties unposed,and pay all defense costs of City,including but not limited to the reasonable attorney fees of City. V. ENTIRE AGREEMENT The terms and conditions set forth in this Agreement and exhibits attached hereto supersede all prior oral and written understandings and constitute the entire agreement between the City and the Developer with respect to the subject(natter hereof. W. TITLES OF PARAGRAPHS Thies est the several parts,paragraphs,sectiaons or articles of this.\grccutent arc inserted fin convenience of reference only,and shall be tlisreganled in construing or interpreting any provisions hereof. X. WARRANTY OF SIGNATORIES l'hc signatories of Developer warrant full authority to both execute this Agreement and to hind the entity in which they arc signing on behalf of. Y.TERM OF THE AGREEMENT Notwithstanding anything contained herein to the contrary,this Agreement shall expire upon the first to tweet of the current expiration of the Catmnso Tit.'l)iso rice 2,rax year 2035 payable 21f36,or upon the Developer receiving all meet tives uicluded herein. 1'1w Agreement shall expire s+sorter lithe Developer files for bankruptcy or otherwise becomes insolvent,the Property becomes the subject of foreclosure proceedings,or upon default by the Developer of this Agreement. IN WITNESS WHEREOF the Parties hereto have caused this Agreement to be executed by their duly authorized officers on the above date at Canton,Illinois. CITY DEVELOPER Canton,Illinois,a Municipal Corporation Ben Hendricks Trucking, Inc., an Illinois Corporation BY: . 1i\ 4,4,- Mayor, , 4._......... ha}or,City of CantonBY: L::,,,, R ,,: l. City t:Icr-,City of Canton Tri`.1'.: e+1 % -4L1 Canton TIF 2/Ben Hendricks Trucking,Inc.Redevelopment Agreement Page 10 i t Agreement or any challenge to the eligibility of project costs reimbursed to the Developer hereunder. This obligation to indemnify and hold harmless obligates Developer to defend any such claim and/or action,pay any liabilities and/or penalties imposed,and pay all defense costs of City,including but not limited to the reasonable attorney fees of City. V. ENTIRE AGREEMENT The terms and conditions set forth in this Agreement and exhibits attached hereto supersede all prior oral and written understandings and constitute the entire agreement between the City and the Developer with respect to the subject matter hereof. W. TITLES OF PARAGRAPHS Titles of the several parts,paragraphs,sections or articles of this Agreement are inserted for convenience of reference only, and shall be disregarded in construing or interpreting any provisions hereof. X. WARRANTY OF SIGNATORIES The signatories of Developer warrant full authority to both execute this Agreement and to bind the entity in which they are signing on behalf of. Y. TERM OF THE AGREEMENT Notwithstanding anything contained herein to the contrary, this Agreement shall expire upon the first to occur of the current expiration of the Canton TIF District 2,tax year 2035 payable 2036,or upon the Developer receiving all incentives included herein. The Agreement shall expire sooner if the Developer files for bankruptcy or otherwise becomes insolvent, the Property becomes the subject of foreclosure proceedings, or upon default by the Developer of this Agreement. IN WITNESS WHEREOF the Parties hereto have caused this Agreement to be executed by their duly authorized officers on the above date at Canton, Illinois. CITY DEVELOPER Canton, Illinois, a Municipal Corporation Ben Hendricks Trucking, Inc., an Illinois Corporation BY: ii 1(14.&;1- y City or,—r aof Canton BY: ATT :T: ) i NAME: City Cler-, City of Canton TITLE: Canton TIF 2/ Ben Hendricks Trucking, Inc. Redevelopment Agreement Page 10 EXHIBIT 1 SUMMARY OF ESTIMATED TIF ELIGIBLE PROJECT COSTS Ben Hendricks Trucking, Inc. Redevelopment Project Canton TIF District 2 in the City of Canton, Fulton County, Illinois Project Description: The Developer will acquire the Property and proceed with plans to construct a commercial trucking building and truck scale located thereon. Street Location: Canton Industrial Park, Canton, Illinois PIN#s: 09-08-29-402-009 Estimated TIF Eligible Project Costs: Land and Building Acquisition $5,000 Site Preparation and Demolition $17,300 Public Infrastructure/Utilities Extensions $25,000 Professional Fees (Accounting,Legal,Engineering,Architectural, etc.) $4,000 Total Estimated TIF Eligible Project Costs* $51,300 *The City's reimbursement of Eligible Project Costs to the Developer shall not exceed$51,300.00,as set forth in this Redevelopment Agreement. Canton TIF 2/ Ben Hendricks Trucking, Inc. Redevelopment Agreement Page 11 EXHIBIT 2 CITY OF CANTON, ILLINOIS CANTON 2 - RT. 9/CHESTNUT STREET TAX INCREMENT FINANCING (TIF) DISTRICT PRIVATE PROJECT REQUEST FOR REIMBURSEMENT BY BEN HENDRICKS TRUCKING, INC. Date Attention: City TIF Administrator, City of Canton, Illinois Re: TIF Redevelopment Agreement, dated May 4,2021 by and between the City of Canton, Illinois, and Ben Hendricks Trucking, Inc. (the "Developer") The City of Canton is hereby requested to disburse funds from the Special Tax Allocation Fund pursuant to the Redevelopment Agreement described above in the following amount(s), to the Developer and for the purpose(s) set forth in this Request for Reimbursement. The terms used in this Request for Reimbursement shall have the meanings given to those terms in the Redevelopment Agreement. 1. REQUEST FOR REIMBURSEMENT NO. 2. PAYMENT DUE TO: Ben Hendricks Trucking,Inc. 3. AMOUNTS REQUESTED TO BE DISBURSED: Description of TIF Eligible Project Cost Amount Total 4. The amount requested to be disbursed pursuant to this Request for Reimbursement will be used to reimburse the Developer for Redevelopment Project Costs for the Project detailed in Exhibit "1" Canton TIF 2/ Ben Hendricks Trucking, Inc. Redevelopment Agreement Page 12 of the Redevelopment Agreement. 5. The undersigned certifies and swears under oath that the following statements are true and correct: (i) the amounts included in(3) above were made or incurred or financed and were necessary for the Project and were made or incurred in accordance with the construction contracts,plans and specifications heretofore in effect; and (ii) the amounts paid or to be paid, as set forth in this Request for Reimbursement, represent a part of the funds due and payable for TIF Eligible Redevelopment Project Costs; and (id) the expenditures for which amounts are requested represent proper Redevelopment Project Costs as identified in the"Limitation of Incentives to Developer"described in Section 'D' of the Redevelopment Agreement: have not been included in any previous Request for Reimbursement; have been properly recorded on the Developer's books; are set forth with invoices attached for all sums for which reimbursement is requested; and proof of payment of the invoices; and (iv) the amounts requested are not greater than those necessary to meet obligations due and payable or to reimburse the Developer for its funds actually advanced for Redevelopment Project Costs; and (v) the Developer is not in default under the Redevelopment Agreement and nothing has occurred to the knowledge of the Developer that would prevent the performance of its obligations under the Redevelopment Agreement. Any violation of this oath shall constitute a default of the Redevelopment Agreement and shall be cause for the Village to unilaterally terminate the Redevelopment Agreement. 6. Attached to this Request for Reimbursement is Exhibit "1' of the Redevelopment Agreement, together with copies of invoices, proof of payment of the invoices, and Mechanic's Lien Waivers relating to all items for which reimbursement is being requested. BY: (Developer) TITLE: APPROVED BY CITY OF CANTON,ILLINOIS BY: TITLE: DA 1'h: REVIEWED BY JACOB&KLEIN,LTD. &THE ECONOMIC DEVELOPMENT GROUP,LTD. BY: TITLE: DATE: Canton TIF 2/ Ben Hendricks Trucking, Inc. Redevelopment Agreement Page 13 MIDAMERICA NATIONAL BANK 8959 ATTORNEYS'TITLE GUARANTY FUND, INC. www.midnetbank.com AGENCY ESCRQW DISBURSEMENT ACCOUNT �o z2ann BARNHART,TINSMAN&ASSOCIATES, LTD., (�jCHCK AB�II TITLE INSURANCE AGENT 05/14/2021 121 W.ELM STREET,P.O.BOX 478 PAY TO THE City of CANTON,IL 61520 ORDER OF Canton,an Illinois municipality 4,540.75 Four Thousand Five Hundred Forty and 75/100 Dollars DOLLAR City of Canton,an Illinois municipality 2 N.Main Street / Canton,IL 61520 1414164 ,,MEMO4b. 1140100.~410 File No.210391601275 in Memo: 111008959116 I:0 ? / 1022381: 0 1 2093880■ ATTORNEYS'TITLE GUARANTY FUND,INC. AGENCY ESCROW DISBURSEMENT ACCOUNT �.� 8959 Z O ',\P7. File: 210391601275 Buyer: Ben Hendricks Trucking,Inc.,an Illinois corporation Seller: City of Canton,an Illinois municipality Property Address: Outlot 1 Enterprise Industrial District Date Canton,IL 61520 05/14/2021 P03 Proceeds of Sale $4,540.75 Total: $4,540.75 Payable to: City of Canton,an Illinois municipality 0,^! ju-IG Closing Protection Letter Seller ATTORNEYS'TITLE GUARANTY FUND, INC. Addressee: City of Canton, an Illinois municipality Date: May 13,2021 Name of Issuing Agent: Barnhart Tinsman&Associates LTD 3916 121 W. Elm Street Canton, IL 61520 or Attorneys'Title Guaranty Fund, Inc., 1 South Wacker Drive,24th Floor, Chicago, Illinois,60606-4654,or both. TRANSACTION (the"Real Estate Transaction"): Attorneys'Title Guaranty Fund, Inc.,Commitment for Title Insurance Number:210391601275 Buyer: Ben Hendricks Trucking,an Illinois corporation Seller: City of Canton,an Illinois municipality Property Address: Outlot 1 Enterprise Industrial District Canton, IL 61520 Lender: N/A Re:Closing Protection Letter Dear City of Canton, an Illinois municipality: In consideration of Your acceptance of this letter,Attorneys'Title Guaranty Fund, Inc. ("ATG®"),agrees to indemnify You for actual loss of Funds incurred by You in connection with the closing of the Real Estate Transaction conducted by the Issuing Agent on or after the date of this letter,subject to the Conditions and Exclusions set forth below and provided: (A) ATG issues or is contractually obligated to issue a Policy for Your protection in connection with the closing of the Real Estate Transaction; (B) You are to be the seller of the Title; (C) the aggregate of all Funds transmitted to the Issuing Agent for the Real Estate Transaction does not exceed$2,000,000;and (D) Your loss is solely caused by: 1. failure of the Issuing Agent to comply with Your written closing instructions that relate to: (a) the disbursement of Funds necessary to establish the status of the Title;or (b) the obtaining of any document, specifically required by You, but only to the extent that the failure to obtain the document affects the status of the Title;or 2. fraud,theft,dishonesty, negligence, or misappropriation of the Issuing Agent in handling Your Funds or documents in connection with the closing, but only to the extent that the fraud, theft, dishonesty, negligence, or misappropriation relates to the status of the Title. Conditions and Exclusions 1. Your transmittal of Funds or documents to the Issuing Agent constitutes Your acceptance of this letter. 2. For purposes of this letter: One South Wacker Drive 241h Floor Chicago,IL 60606-4654 Phone:312.372.8361 Fax:312.372.9509 ATG FORM 4129-B Toll Free:800.252.0402 Offices throughout the Chicago area, ©Arc(REV.3/20) www.atgf.com Metro East and Champaign,Illinois,and Waukesha,Wisconsin. FOR USE IN:IL,IN a. "Commitment"means ATG's written contractual agreement to issue the Policy. b. "Funds"means the money received by the Issuing Agent for the Real Estate Transaction. c. "Policy"or"Policies"means the contract or contracts of title insurance,each in a form adopted by the American Land Title Association, issued or to be issued by ATG in connection with the closing of the Real Estate Transaction. d. "You"or"Your"means the Addressee of this letter. e. "Indebtedness," "Insured Mortgage," "Land," and "Title" have the same meaning given them in the American Land Title Association Loan Policy(06-17-06). 3. ATG shall have no liability for loss arising out of: a. failure of the Issuing Agent to comply with Your closing instructions that require title insurance protection inconsistent with that set forth in the Commitment. Your written closing instructions received and accepted by the Issuing Agent after issuing the Commitment that require the removal, where allowed by state law, rule, or regulation, of specific Schedule B Exceptions from Coverage or compliance with the requirements contained in the Commitment shall not be deemed to require inconsistent title insurance protection; b. loss or impairment of Your Funds in the course of collection or while on deposit with a bank due to bank failure, insolvency, or suspension, except loss or impairment resulting from failure of the Issuing Agent to comply with Your written closing instructions to deposit the Funds in a bank that You designated by name; c. any constitutional or statutory lien or claim of lien that arises from services, labor, materials, or equipment, if any Funds are to be used for the purpose of construction, alteration, or renovation. This subsection does not affect the coverage, if any,as to any lien for services,labor, materials,or equipment afforded in the Policy; d. fraud,theft, misappropriation,dishonesty,or negligence of Your employee, agent,attorney,or broker; e. Your settlement or release of any claim without ATG's written consent; f. any matters created,suffered, assumed,or agreed to or actually known by You; g. the periodic disbursement of Funds to pay for construction, alteration, or renovation on the Land relating to the Real Estate Transaction;or h. the Issuing Agent acting in the capacity of a qualified intermediary or facilitator for tax deferred exchange transactions as provided in Section 1031 of the Internal Revenue Code. 4. When ATG shall have indemnified You pursuant to this letter, it shall be subrogated to all rights and remedies You have against any person or property had You not been indemnified.ATG's liability for indemnification shall be reduced to the extent that You have impaired the value of this right of subrogation. 5. ATG's liability for loss under this letter shall not exceed the least of the amount of Your Funds. 6. The Issuing Agent is ATG's agent only for the limited purpose of issuing Policies.The Issuing Agent is not ATG's agent for the purpose of providing closing or settlement services. ATG's liability for Your loss arising from closing or settlement services is strictly limited to the contractual protection expressly provided in this letter. Other than as expressly provided in this letter,ATG shall have no liability for loss resulting from the fraud, theft, dishonesty, misappropriation, or negligence of any party to the Real Estate Transaction. 7. In no event shall ATG be liable for a loss if the written notice of a claim is not received by ATG within one year from the date of the transmittal of Funds.The condition that ATG must be provided with written notice under this provision shall not be excused by lack of prejudice to ATG. 8. You must promptly send written notice of a claim under this letter to ATG at P. O. Box 9136, Champaign, Illinois 61826-9136. If ATG is prejudiced by Your failure to provide prompt notice, ATG's liability to You under this letter shall be reduced to the extent of the prejudice. 9. ATG shall have no liability under this letter if: a. the Real Estate Transaction has not closed within one year from the date of this letter;or b. at any time after the date of this letter, but before the Real Estate Transaction closes,ATG provides written notice of termination of this letter to the Addressee at the Property Address set forth above. 10. The protection of this letter extends only to real estate in Illinois and Indiana, and any court or arbitrator shall apply the law of the jurisdiction where the Land is located to interpret and enforce the terms of this letter. In neither case shall the court or arbitrator apply its conflicts of law principles to determine the applicable law.Any litigation or other proceeding under this letter must be filed only in a state or federal court within the United States of America or its territories having appropriate jurisdiction. 11. Either ATG or You may demand that any claim arising under this letter be submitted to arbitration pursuant to the Title Insurance Arbitration Rules of the American Land Title Association, unless You have a Policy for the Real Estate Transaction with an Amount of Insurance greater than $2,000,000.There shall be no right for any claim under this letter to be arbitrated or litigated on a class action basis. If You have a Policy for the Real Estate Transaction with an Amount of Insurance greater than $2,000,000, a claim arising under this letter may be submitted to arbitration only when agreed to by both ATG and You. If the Real Estate Transaction solely involves a one-to-four family residence and You are the purchaser or borrower, ATG will pay ATG FORM 4129-B FOR USE IN:IL,IN ©ATG(REV..3/20) Page 2 of 3 the costs of arbitration. This closing protection letter supersedes and cancels any previous letter or similar agreement for closing protection that applies to the Real Estate Transaction. .4J\ATTORNEYS' TITLE GUARANTY FUND, INC. By /. eeborah l.&J Fra 4Feinen1/, .ce P sident ATG FORM 4129-B FOR USE IN:IL,IN ©ATG(REV.3/20) Page 3 of 3 American Land Title Association ALTA Settlement Statement-Cash Adopted 05-01-2015 File No./Escrow No.:210391601275 Barnhart Tinsman &Associates LTD Print Date&Time:05/13/21 1:52 PM ALTA Universal ID: 1126131 Officer/Escrow Officer: 121 W. Elm Street Settlement Location:Barnhart Tinsman Canton, IL 61520 &Associates LTD 121 W. Elm Street Canton,IL 61520 Property Address: Outlot 1 Enterprise Industrial District Canton, IL 61520 Buyer: Ben Hendricks Trucking, Inc.,an Illinois corporation 460 West Vine St. Canton, IL 61520 Seller: City of Canton,an Illinois municipality 2 N. Main Street Canton, IL 61520 Settlement Date: 05/14/2021 Disbursement Date: Additional dates per state requirements: 7`�i'�yy� '�. N" � 4► 0.91:. '�; '�Deiaiition f. ,:- ,� 's : .,, '';. 11,06. oin7`ef/Buy0r:, • }M y r , ��aC {ijt,'�• Cr f it :.TT � 't� t, ,.N� 4r: � ..<< .� � . . ! _�D `b t•• , i t . edit Financial $5,000.00 Sale Price of Property $5,000.00 Title Charges&Escrow/Settlement Charges $50.00 Title-Closing Protection Letter to ATG Fees&Transfers $25.00 $181.25 Title-Owner's Title Insurance to Barnhart Tinsman& Associates LTD $3.00 Title-State Regulatory Fee to AIG Fees&Transfers Government Recording and Transfer Charges Recording Fee(Deed)to Fulton County Recorder $77.00 Miscellaneous $100.00 Closing Fee to Barnhart Tinsman&Associates LTD $100.00 $62.50 Prepare Closing Documents to Barnhart Tinsman& $62.50 Associates LTD $62.50 Search Fee to Barnhart Tinsman&Associates LTD $62.50 . •: I Borrower/Buyer. �=' ; „Seiler j.: .. .. �fy. � , �. . '' �,� .r Y� t � � r.., . ; Credit 'Debit ,_ ' Grdd�t",; ,.. �. ., .-V . =1 Debit, $459.25 $5,000.00 Subtotals $5,327.00 Due From Borrower $5,327.00 $4,540.75 Due To Seller Copy- File#210391601275 All rights s 2015American Land Title Association. Page 1 of 3 Printed on:05/13/21 1:52 PM All rights reserved. Descriptio. Borrower/Bayer Debit . > Credtt Debit • Credit. $5,000.00 $5,000.00 Totals $5,327.00 $5,327.00 Copyright 2015 American Land Title Association. File#210391601275 All rights reserved. Page 2 of 3 Printed on:05/13/21 1:52 PM Acknowledgement • We/I have carefully reviewed the ALTA Settlement Statement and find it to be a true and accurate statement of all receipts and disbursements made on my account or by me in this transaction and further certify that I have received a copy of the ALTA Settlement Statement.We/I authorize Barnhart Tinsman&Associates LTD to cause the funds to be disbursed in accordance with this statement. Ben Hendricks Trucking, Inc.,an Illinois corporation City of Canton,an Illin is municipality -2 / /zt/ By Date y Escrow Officer Date Copyright 2015 American Land Title Association. File#210391601275 All rights reserved. Page 3 of 3 Printed on:05/13/21 1:52 PM Corporate Resolution for Pen k€c\Ac\c S Trock't i.9 { Ln c. We, the undersigned, being all of the directors of this Corporation, consent and agree that the following corporate resolution was made on 51'112021 [date] at N�OO fp\ [time] at y(,p Wes+ U i n2 Sf ., 1 +en ,T L 6CSzv [location] We do hereby consent to the adoption of the following decision: Pu r c\n 0.S42 9-)CU 'len -�L-e C►+c� of C_cnd`cN1 . Now, therefore, it is resolved, that the Corporation shall: m. 'eta C.c Ck 000 +0 e% d 132.A. ge.,dr'cti "rn.Ae Tn c .15 b s i na.c 5 O,pe c sci- S. The Officers of this Corporation are hereby authorized to perform the acts to carry out this Resolution. We, the undersigned directors of this Corporation constituting a quorum of the Board, consent and agree to all of the above on this 7, day of 4i..c,,l 20/-1 . Director Signature Printed Name Date The Secretary of the Corporation certifies that the above is a true and correct copy of the Resolution that was duly adopted at a meeting of the Board of Directors. gefrt itee-re-/A/C4 S7— zi Secretary Signature Printed Name Date )1.* ATG ATTORNEYS'TITLE GUARANTY FUND, INC. Commitment No. 210391601275 CHAMPAIGN, ILLINOIS COMMITMENT FOR TITLE INSURANCE American Land Title Commitment for Title Insurance—adopted August 1, 2016 NOTICE IMPORTANT—READ CAREFULLY: THIS COMMITMENT IS AN OFFER TO ISSUE ONE OR MORE TITLE INSURANCE POLICIES. ALL CLAIMS OR REMEDIES SOUGHT AGAINST ATTORNEYS' TITLE GUARANTY FUND, INC., (ATG®) INVOLVING THE CONTENT OF THIS COMMITMENT OR THE POLICY MUST BE BASED SOLELY IN CONTRACT. THIS COMMITMENT IS NOT AN ABSTRACT OF TITLE, REPORT OF THE CONDITION OF TITLE, LEGAL OPINION, OPINION OF TITLE, OR OTHER REPRESENTATION OF THE STATUS OF TITLE. THE PROCEDURES USED BY ATG TO DETERMINE INSURABILITY OF THE TITLE, INCLUDING ANY SEARCH AND EXAMINATION, ARE PROPRIETARY TO ATG, WERE PERFORMED SOLELY FOR THE BENEFIT OF ATG, AND CREATE NO EXTRACONTRACTUAL LIABILITY TO ANY PERSON, INCLUDING A PROPOSED INSURED. ATG'S OBLIGATION UNDER THIS COMMITMENT IS TO ISSUE A POLICY TO A PROPOSED INSURED IDENTIFIED IN SCHEDULE A IN ACCORDANCE WITH THE TERMS AND PROVISIONS OF THIS COMMITMENT. ATG HAS NO LIABILITY OR OBLIGATION INVOLVING THE CONTENT OF THIS COMMITMENT TO ANY OTHER PERSON. COMMITMENT TO ISSUE POLICY Subject to the Notice; Schedule B, Part I—Requirements; Schedule B, Part II—Exceptions; and the Commitment Conditions, Attorneys' Title Guaranty Fund, Inc., (ATG) commits to issue the Policy according to the terms and provisions of this Commitment. This Commitment is effective as of the Commitment Date shown in Schedule A for each Policy described in Schedule A, only when ATG has entered in Schedule A both the specified dollar amount as the Proposed Policy Amount and the name of the Proposed Insured. If all of the Schedule B, Part I—Requirements have not been met within six months after the Commitment Date, this Commitment terminates and ATG's liability and obligation end. This page is only a part of a 2016 ALTA®Commitment for Title Insurance. This Commitment is not valid without the Notice;the Commitment to Issue Policy;the Commitment Conditions;Schedule A;Schedule B,Part I—Requirements; Schedule B, Part Il—Exceptions;and a counter-signature by ATG or its issuing agent that may be in electronic form]. ATG FORM 1000-16 ©ATG(REV.10/17) "ATG"is a registered trademark of Attorneys'Title Guaranty Fund,Inc. Page 1 of 3 COMMITMENT CONDITIONS 1. DEFINITIONS (a) "Knowledge" or"Known": Actual or imputed knowledge, but not constructive notice imparted by the Public Records. (b) "Land": The land described in Schedule A and affixed improvements that by law constitute real property. The term "Land" does not include any property beyond the lines of the area described in Schedule A, nor any right, title, interest, estate, or easement in abutting streets, roads, avenues, alleys, lanes, ways, or waterways, but this does not modify or limit the extent that a right of access to and from the Land is to be insured by the Policy. (c) "Mortgage": A mortgage, deed of trust, or other security instrument, including one evidenced by electronic means authorized by law. (d) "Policy": Each contract of title insurance, in a form adopted by the American Land Title Association, issued or to be issued by ATG pursuant to this Commitment. (e) "Proposed Insured": Each person identified in Schedule A as the Proposed Insured of each Policy to be issued pursuant to this Commitment. (f) "Proposed Policy Amount": Each dollar amount specified in Schedule A as the Proposed Policy Amount of each Policy to be issued pursuant to this Commitment. (g) "Public Records": Records established under state statutes at the Commitment Date for the purpose of imparting constructive notice of matters relating to real property to purchasers for value and without Knowledge. (h) "Title": The estate or interest described in Schedule A. 2. If all of the Schedule B, Part I—Requirements have not been met within the time period specified in the Commitment to Issue Policy, this Commitment terminates and ATG's liability and obligation end. 3. ATG's liability and obligation is limited by and this Commitment is not valid without: (a) the Notice; (b) the Commitment to Issue Policy; (c) the Commitment Conditions; (d) Schedule A; (e) Schedule B, Part I—Requirements; (f) Schedule B, Part II—Exceptions; and (g) a counter-signature by ATG or its issuing agent that may be in electronic form. 4. ATG'S RIGHT TO AMEND ATG may amend this Commitment at any time. If ATG amends this Commitment to add a defect, lien, encumbrance, adverse claim, or other matter recorded in the Public Records prior to the Commitment Date, any liability of ATG is limited by Commitment Condition 5. ATG shall not be liable for any other amendment to this Commitment. 5. LIMITATIONS OF LIABILITY (a) ATG's liability under Commitment Condition 4 is limited to the Proposed Insured's actual expense incurred in the interval between ATG's delivery to the Proposed Insured of the Commitment and the delivery of the amended Commitment, resulting from the Proposed Insured's good faith reliance to: (i) comply with the Schedule B, Part I—Requirements; (ii) eliminate, with ATG's written consent, any Schedule B, Part II—Exceptions; or (iii) acquire the Title or create the Mortgage covered by this Commitment. (b) ATG shall not be liable under Commitment Condition 5(a) if the Proposed Insured requested the amendment or had Knowledge of the matter and did not notify ATG about it in writing. ATG FORM 1000-16 ©ATG(REV.10/17) Page 2 of 3 (c) ATG will only have liability under Commitment Condition 4 if the Proposed Insured would not have incurred the expense had the Commitment included the added matter when the Commitment was first delivered to the Proposed Insured. (d) ATG's liability shall not exceed the lesser of the Proposed Insured's actual expense incurred in good faith and described in Commitment Conditions 5(a)(i) through 5(a)(iii) or the Proposed Policy Amount. (e) ATG shall not be liable for the content of the Transaction Identification Data, if any. (f) In no event shall ATG be obligated to issue the Policy referred to in this Commitment unless all of the Schedule B, Part I—Requirements have been met to the satisfaction of ATG. (g) In any event, ATG's liability is limited by the terms and provisions of the Policy. 6. LIABILITY OF THE COMPANY MUST BE BASED ON THIS COMMITMENT (a) Only a Proposed Insured identified in Schedule A, and no other person, may make a claim under this Commitment. (b) Any claim must be based in contract and must be restricted solely to the terms and provisions of this Commitment. (c) Until the Policy is issued, this Commitment, as last revised, is the exclusive and entire agreement between the parties with respect to the subject matter of this Commitment and supersedes all prior commitment negotiations, representations, and proposals of any kind, whether written or oral, express or implied, relating to the subject matter of this Commitment. (d) The deletion or modification of any Schedule B, Part II—Exception does not constitute an agreement or obligation to provide coverage beyond the terms and provisions of this Commitment or the Policy. (e) Any amendment or endorsement to this Commitment must be in writing and authenticated by a person authorized by ATG. (f) When the Policy is issued, all liability and obligation under this Commitment will end and ATG's only liability will be under the Policy. 7. IF THIS COMMITMENT HAS BEEN ISSUED BY AN ISSUING AGENT The issuing agent is ATG's agent only for the limited purpose of issuing title insurance commitments and policies. The issuing agent is not ATG's agent for the purpose of providing closing or settlement services. 8. PRO-FORMA POLICY • ATG may provide, at the request of a Proposed Insured, a pro-forma policy illustrating the coverage that ATG may provide. A pro-forma policy neither reflects the status of Title at the time that the pro-forma policy is delivered to a Proposed Insured, nor is it a commitment to insure. 9. ARBITRATION The Policy contains an arbitration clause. All arbitrable matters when the Proposed Policy Amount is$2,000,000 or less shall be arbitrated at the option of either ATG or the Proposed Insured as the exclusive remedy of the parties. A Proposed Insured may review a copy of the arbitration rules at www.alta.org/arbitration. ATG FORM 1000-16 ©ATG(REV.10/17) Page 3 of 3 ATTORNEYS' TITLE GUARANTY FUND, INC. and Affiliated Companies PRIVACY POLICY NOTICE This Notice sets forth the privacy policies and practices of Attorneys' Title Guaranty Fund, Inc. (ATG®) and its affiliated companies, ATG Trust Company, NLT Title, and The Judicial Sales Corporation. This Notice identifies the sources of nonpublic, personal information we collect regarding our customers,and specifies what measures we take to secure that information. The words"you"and"your"mean all of our consumer customers who have a business relationship with us,such as: • Insureds under ATG title insurance policies; • Parties to real estate transactions; • Persons with a trust account;and • Borrowers who have a loan account or who have applied for a loan. "We,""our," and"us"mean ATG and its affiliated companies listed above. "Nonpublic personal information" means information about you that we collect in connection with providing a financial product or service to you.Non-public personal information does not include information that is available from public sources, such as telephone directories or government records. An"affiliate" is a company we own or control, a company that owns or controls us, or a company that is owned or controlled by the same company that owns or controls us. Ownership does not mean complete ownership, but means owning a sufficient share to have control. A"nonaffiliated third party"is a company that is not an affiliate of ours. THE INFORMATION WE COLLECT We collect nonpublic,personal information about you from the following sources: • Information we receive from you on title insurance applications or other forms associated with your transaction with us; • Information from a consumer reporting agency; • Miscellaneous information about your transaction that becomes part of our file on your transaction with us;and • Information about your transactions with nonaffiliated third parties. We do not disclose any nonpublic,personal information about you to anyone,except as authorized by law. THE CONFIDENTIALITY,SECURITY,AND INTEGRITY OF YOUR NONPUBLIC PERSONAL INFORMATION We restrict access to nonpublic, personal information about you to only those employees who need to know that information in order to provide products or services to you. We maintain physical, electronic, and procedural safeguards that comply with federal regulations to protect your nonpublic personal information from unauthorized use. NONPUBLIC PERSONAL INFORMATION AND NONAFFILIATED THIRD PARTIES You have entrusted us with important personal information about you,and we will not disclose your nonpublic,personal information to nonaffiliated third parties,except as permitted by law. NONPUBLIC PERSONAL INFORMATION AND FORMER CUSTOMERS We do not disclose nonpublic,personal information about former customers,except as permitted by law. © 3037 ATG(REV 10/15) Prepared by ATG REsource® FOR USE IN: ALL STATES 0-ATTORNEYS' TITLE GUARANTY FUND, INC. ATG® COMMITMENT FORM-SCHEDULE A Transaction Identification Data for reference only: Commitment No.: 210391601275 Issuing Agent: Barnhart Tinsman&Associates LTD Issuing Office's ALTA®Registry ID: 1126131 Issuing Office File No.: 21-1275 Property Address: Outlot 1 Enterprise Industrial District Canton,IL 61520 ATG licenses: Illinois:TU.0000002 Wisconsin: 000-51560 1. Commitment Date: May 12,2021 at 8:00 am 2. Policy or policies to be issued: a. X 2006 ALTA Owner's Policy Proposed Insured: Ben Hendricks Trucking,an Illinois corporation Proposed Policy Amount: $5,000.00 b. 2006 ALTA Loan Policy Proposed Insured: Proposed Policy Amount: $0.00 3. The estate or interest in the Land described or referred to in this Commitment: is a Fee Simple 4. The Title is,at the Commitment Date,vested in: City of Canton,an Illinois municipality 5. The Land is described as follows: Outlot 1 of the Subdivision of Enterprise Industrial District, as set forth in the Plat recorded in the Recorder's Office of Fulton County,Illinois,as Document No. 84-8960,containing 6.529 acres,more or less,subject to all present and future easements, covenants,and restrictions,all situated in the City of canton,County of Fulton, State of Illinois. This page is only a part of a 2016 ALTA®Commitment for Title Insurance. This Commitment is not valid without the Notice;the Commitment to Issue Policy; the Commitment Conditions;Schedule A;Schedule B,Part I—Requirements;Schedule B, Part II—Exceptions;and a counter-signature by ATG or its issuing agent that may be in electronic form. Barnhart Tinsman&Associates LTD 121 W.Elm Street e Canton,IL 61520 G`�j�_��,, 309-647-0100 3916 Member No. Signature of Member or Authorized Signatory ATG FORM 1001-16 Commitment No.:210391601275 FOR USE IN: ALL STATES ©ATG(REV.4/18) Date Printed:May 12,2021 Prepared by ATG Resource® Page 1 of 1 *I\ TITLE GUARANTY FUND, INC. ATG® COMMITMENT FORM—SCHEDULE B Commitment No.:210391601275 Commitment Date: May 12,2021 at 8:00 am State Issued: IL File Name: 21-1275 PART I Requirements All of the following Requirements must be met: 1. The Proposed Insured must notify ATG® in writing of the name of any party not referred to in this Commitment who will obtain an interest in the Land or who will make a loan on the Land. ATG may then make additional Requirements or Exceptions. 2. Pay the agreed amount for the estate or interest to be insured. 3. Pay the premiums, fees,and charges for the Policy. 4. Documents satisfactory to ATG that convey the Title or create the Mortgage to be insured, or both, must be properly authorized,executed,delivered,and recorded in the Public Records. 5. The following additional requirements must be satisfied at or prior to the closing: a. The borrower and seller must bring a valid government issued photo ID bearing their signature to the closing. b. Each seller must provide a valid forwarding address and social security number to be submitted to the IRS for 1099 purposes. c. Payoff letters must be current and not subject to additional terms. We reserve the right to verify payoff figures prior to disbursement.Any additional funds required to satisfy a lien in full must be deposited by the parties involved immediately. d. All funds brought to closing must be in the form of wire transfer, certified check, or cashier's check. 6. If the Property is Commercial and Extended Coverage over the five General Exceptions is requested, ATG should be furnished with the following: a. A current ALTA/ASCM or Illinois Land Title Survey Certified to Attorneys'Title Guaranty Fund,Inc.; b. A Properly executed ALTA Statement; Matters disclosed by the above documentation will be shown specifically on Schedule B. NOTE: There will be an additional charge for this coverage. 7. The Good Funds provision of the Illinois Title Insurance Act (215 ILCS 155/26) became effective January 1, 2010. This law imposes stricter rules on the type of funds that can be accepted for real estate closings and requires wired funds in many circumstances. Contact your settlement agent to confirm the type of funds that are required for your transaction. 8. Per Illinois law,for closings on or after January 1,2011,ATG will issue Closing Protection Letters to the parties to the transaction if it is closed by ATG or its approved title insurance agent. 9. If you are a lender,your ATG Closing Protection Letter will be valid only if you receive it in one of the following two ways: (1)as an email from the domain"@atgf.com,"or (2)as a fax from fax number 312.372.9509 or 217.403.7401. 10. Execution of COVID-19 Indemnity and Hold Harmless Agreement by the parties to the transaction. This page is only a part of a 2016 ALTA®Commitment for Title Insurance. This Commitment is not valid without the Notice;the Commitment to Issue Policy;the Commitment Conditions;Schedule A;Schedule B, Part I—Requirements;Schedule B,Part 11—Exceptions;and a counter-signature by ATG or its issuing agent that may be in electronic form. Barnhart Tinsman&Associates LTD 121 W.Elm Street , • Canton,IL 61520 309-647-0100 3916 Member No. Signature of Member or Authorized Signatory ATG FORM 1002-16 Commitment No.:210391601275 FOR USE IN:ALL STATES ©ATG(REV.3/18) Date Printed:May 14,2021 Prepared by ATG REsource® Page 1 of 3 PART II' Exceptions THIS COMMITMENT DOES NOT REPUBLISH ANY COVENANT, CONDITION, RESTRICTION, OR LIMITATION CONTAINED IN ANY DOCUMENT REFERRED TO IN THIS COMMITMENT TO THE EXTENT THAT THE SPECIFIC COVENANT, CONDITION, RESTRICTION, OR LIMITATION VIOLATES STATE OR FEDERAL LAW BASED ON RACE, COLOR, RELIGION, SEX, SEXUAL ORIENTATION, GENDER IDENTITY, HANDICAP, FAMILIAL STATUS, OR NATIONAL ORIGIN. The Policy will not insure against loss or damage resulting from the terms and provisions of any lease or easement identified in Schedule A,and will include the following Exceptions unless cleared to the satisfaction of ATG: Standard Exceptions 1. Rights or claims of parties in possession not shown by the Public Records. 2. Any encroachment, encumbrance, violation, variation, or adverse circumstance that would be disclosed by an inspection or an accurate and complete land survey of the Land. 3. Easements,or claims of easements,not shown by the Public Records. 4. Any lien, or right to a lien, for services, labor, or material heretofore or hereafter furnished, imposed by law and not shown by the Public Records;and 5. Taxes or special assessments that are not shown as existing liens by the Public Records. Special Exceptions 1. Defects, liens, encumbrances, adverse claims, or other matters, if any, created, first appearing in the Public Records, or attaching subsequent to the Commitment Date hereof but prior to the date the proposed Insured acquires for value of record the estate or interest or mortgage thereon covered by this Commitment. 2. Any Loan Policy issued pursuant to this Commitment will be subject to the following exceptions(a)and(b), in the absence of the production of the data and other matters contained in the ATG ALTA Statement form or an equivalent form: a. Any lien, or right to a lien, for services, labor, or material heretofore or hereafter furnished, imposed by law and not shown by the Public Records; b. Consequences of the failure of the lender to pay out properly the whole or any part of the loan secured by the mortgage described in Schedule A, as affecting: (i) the validity of the lien of said mortgage; and (ii) the priority of the lien over any other right,claim, lien, or encumbrance that has or may become superior to the lien of said mortgage before the disbursement of the entire proceeds of the loan. 3. Any Owner's Policy issued pursuant to this Commitment will be subject to the following exception: The property address listed on Schedule A is provided solely for informational purposes, without warranty as to accuracy or completeness,and is not hereby insured and is not included in the Land as defined in Condition 1. 4. Some counties are experiencing delays in recording of documents that will prevent timely recording of the transaction documents and issuance of the title policies. ATG will provide Gap Coverage to the proposed insureds upon satisfaction of the following requirements: a. If e-recording or drop off recording is available in the county and the documents have met all of the requirements for recording(inspections,transfer stamps,etc.),nothing else is required from the buyer,seller,or lender. b. If e-recording or drop off recording is not available in the county or the documents have not met all of the recording requirements,then the following will be required: 1). Execution of the COVID-19 Indemnity and Hold Harmless Agreement(ATG Forms 3077 or 3077-B and 3077-S)by the buyers and sellers,and ATG FORM 1002-16 Commitment No.:210391601275 FOR USE IN ALL STATES ATG(REV.3/18) Date Printed:May 14,2021 Prepared by ATG REsource® Page 2 of 3 2). Acknowledgement by the lender, either in its closing instructions, separate communication, or by execution of ATG Form 4266, that neither ATG nor its title agents can provide any estimate as to the date of recordation of such title documents and issuance of the final title insurance policies. Upon request by the lender,ATG will issue an ALTA Short Form Loan policy immediately after closing. Cook County, Illinois, Residential transactions do not require any documentation at the present time to waive this exception. 5. Real Estate Taxes are$0.00 due to the City of Canton's exemption status. 2022 taxes payable in 2023 taxes will not be on the exemption status. Permanent Index No. 09-08-29-402-009 6. Certification,recorded in the Fulton County Land Records on October 27,2016 as Document No. 1673274. The Department of Commerce and Economic Opportunity certifies that portions of the City of Canton are awarded an Enterprise Zone. 7. Ordinance#308,recorded in the Fulton county Land Records on November 18,2014,as Document No. 1462719.An Ordinance designated an area within the City of Canton and the County of Fulton as an Enterprise Zone. 8. Ordinance#1551, Covenants and Restrictions,recorded in the Land Records on July 18, 1997,as Document No.9782755 in Book 3 Page 288. 9. Plat of Subdivision of Enterprise Industrial District,recorded in the Fulton county land Records on October 26, 1984,as Document No. 84-8960, Slide 215. 10. Matters not shown of record,namely,rights or claims of parties in possession;easements or claims of easements;any lien,or right to a lien,for services,labor or material heretofore or hereinafter furnished imposed by law;taxes or special assessments which are not shown as existing liens;encroachments, overlaps,boundary line disputes,and any matters which would be disclosed by an accurate survey and inspection of the premises. 11. Rights of the Public,the State of Illinois and the municipality in and to that part of the premises in question taken,used or dedicated for streets, alleys,roads and/or highways. 12. Rights of way for drainage ditches,drain tiles,feeders,laterals and underground pipe,if any. 13. Any lien,or claim for lien,for services rendered or expenses incurred in favor of a property manager imposed by law and not shown by the public records. NOTE: This exception will be deleted on each final policy pending execution at closing and return to the undersigned of ALTA Statement on the fund form of Attorneys'Title Guaranty Fund,Inc. furnished herewith,showing none. 14. Filings under the Uniform Commercial Code with the Office of the Secretary of State of Illinois,if any. 15. Zoning and/or other restrictions and prohibitions imposed by governmental authority. 16. Rights of any tenant and/or tenants in possession in and to any part of that real estate described herein. 17. Easements,covenants, conditions,restrictions and reservations not of record. End of Schedule B ATG FORM 1002-16 Commitment No.:210391601275 FOR USE IN:ALL STATES ©ATG(REV.3/18) Date Printed:May 14,2021 Prepared by ATG REsource® Page 3 of 3