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HomeMy WebLinkAboutOrdinance #4490 - Purchase of 603 W. Chestnut STATE OF ILLINOIS). ) SS. COUNTY OF FULTON) CERTIFICATE I, Andi Smith-Walters, certify that I am the duly elected City Clerk of the CITY OF CANTON, FULTON COUNTY, ILLINOIS. I further certify that on August 5. 2025, the City Council of such municipality passed and approved Ordinance #4490 entitled: AN ORDINANCE AUTHORIZING THE PURCHASE OF 603 W. CHESTNUT, CANTON, IL 61520 The ordinance attached is a true and correct copy of the ordinance adopted by Canton City Council. DATED AT CANTON, ILLINOIS, THIS 5th DAY OF AUGUST, 2025 Seal = - Indii Smith-Walters, City Clerk City of Canton, Illinois ORDINANCE NO. 4490 AN ORDINANCE AUTHORIZING THE PURCHASE OF 603 W. CHESTNUT, CANTON,IL 61520 WHEREAS,the City of Canton,Fulton County, Illinois ("City"), is a non-home rule unit of government; WHEREAS, Section 11-61-3 of the Illinois Municipal Code (65 ILCS 5/11-61-3) provides, in part: The corporate authorities of each municipality having a population of less than 1,000,000 inhabitants shall have the express power to purchase or lease either real estate or personal property for public purposes through contracts which provide for the consideration for such purchase or lease to be paid through installments to be made at stated intervals during a certain period of time,but, in no case, shall such contracts provide for the consideration to be paid during a period of time in excess of 20 years nor shall such contracts provide for the payment of interest at a rate of more than that permitted in"An Act to authorize public corporations to issue bonds, other evidences of indebtedness and tax anticipation warrants subject to interest rate limitations set forth therein", approved May 26, 1970, as amended. The indebtedness incurred under this Section when aggregated with existing indebtedness may not exceed the debt limits provided in Division 5 of Article 8 of this Code; WHEREAS, the corporate authorities desire to acquire certain real estate located at 603 W. Chestnut Street, Canton, IL 61520 (P.I.N. 09-08-28-408-023) (the Property") from William Ashwood; WHEREAS, William Ashwood has offered to convey the Property to the City for $10,000.00,provided that the City pays all closing costs and other transaction fees; WHEREAS,the corporate authorities of the City have determined that it is necessary and in the best interest of the City to purchase the Property. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY .OF CANTON, FULTON COUNTY, ILLINOIS AS FOLLOWS: 1. That the City hereby finds as fact the recitals set forth above and incorporates said recitals herein as though fully set forth. 2. The Mayor is hereby authorized to purchase the Property for a purchase price not to exceed $10,000.00(plus all necessary closing costs,settlement fees,recording fees,and other costs or expenses related to closing)and to execute and deliver any and all purchase agreements, closing documents, or other documents necessary in order to accomplish same. 3. Prior to closing,the Mayor,or his designee,is further authorized to order any due diligence related to the Property, not to exceed $10,000.00. Page 1 of 2 4. This Ordinance shall be in full force and effective immediately upon its passage by the City Council of the City of Canton and approval by the Mayor thereof. PASSED AND APPROVED THIS 5th day of August,2025. AYES: Alderpersons Chamberlin Grimm Lovell Hale Pickel Ketcham Gossett NAYS:None ABSENT: Alderperson Nelson APPROVE : By: &34. ent Mc owell, Mayor ATTEST: AzrrLrj'_ Andrea J. Smith-Walters, City Clerk Page 2 of 2 AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY THIS AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY (this "Agreement") is made and entered into as of September 29, 2025 ("Effective Date"), by and between the City of Canton, an Illinois municipal corporation ("Purchaser"), and William Ashwood ("Seller"; and together with Purchaser, collectively, the "Parties"). WHEREAS, Purchaser desires to purchase real property, improvements, fixtures, and appurtenances thereto belonging and certain personal property described in Section 1 below, and in connection therewith, Seller and Purchaser desire to enter into this Agreement to set forth the terms and conditions of such purchase and sale. NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions contained in this Agreement and other good and valuable consideration,the receipt and sufficiency of which are acknowledged, the parties agree as follows: 1. Sale Agreement. 1.1 Subject to the terms and conditions hereinafter set forth, Seller agrees to sell and convey and Purchaser agrees to purchase the following: 1.1.1 the certain tracts or parcels of land locatd at 603 W.Chestnut Street,Canton, IL 61520 (P.I.N. 09-08-28-408-023), more particularly described on Exhibit A attached hereto and made a part hereof (the "Land"), together with all and singular the rights and appurtenances pertaining to such property, including any right, title and interest of Seller, if any, in and to minerals, adjacent streets, alleys or rights-of-way; 1.1.2 the buildings and other improvements on the Land (the "Improvements") (the Land and Improvements may hereinafter collectively be referred to as the "Real Property"); 1.1.3 the personal property and all rights thereto listed in Exhibit B (the"Personal Property"). 1.2 Seller shall convey merchantable title to the above-described property to Purchaser by (1) a general warranty deed conveying the Real Property, free and clear of all liens and encumbrances, and not subject to any easements, covenants, restrictions, dedications or rights of way, or other matters affecting title to the Real Property or use of the Real Property, except for those title exceptions accepted by Purchaser pursuant to Sections 3.1 and 3.2 of this Agreement (the "Permitted Exceptions"); and (2) a Bill of Sale conveying the Personal Property to Purchaser (or its designee) free and clear of all liens and encumbrances (if any). 1 2. Purchase Price. The purchase price of the Real Property ("Purchase Price") shall be Ten Thousand and No/100 Dollars ($10,000.00), to be paid by Purchaser to Seller at Closing, plus or minus credits and prorations provided for in this Agreement, in cash or by certified, cashier's or escrowee check or bank wire transfer of collected federal funds. Prior to or at Closing, the Seller and Purchaser shall mutually agree upon the allocation of the Purchase Price to the Real Property and Personal Property (if any). In the event the parties are unable to agree upon said allocation, the Purchaser's accountant shall establish the allocation of the Purchase Price for the Real Property and Personal Property, respectively. 3. Conditions Precedent - Purchaser. Purchaser's obligations under this Agreement shall be subject to the conditions precedent identified in this Section being satisfied to the reasonable satisfaction of Purchaser, in Purchaser's sole discretion (or waived by Purchaser in writing). If all of the conditions set forth in this Section are not satisfied(or waived by Purchaser in writing)on or before sixty(60)days from the Effective Date, or the earlier or later date identified with respect to each specific condition precedent below, or Purchaser elects to terminate this Agreement for any other reason on or before sixty (60) days of the Effective Date (collectively, the "Due Diligence Period"), then Purchaser may terminate this Agreement and obtain an immediate return of the Earnest Money(if any). In the event of any termination, the parties shall have no further rights or liability under this Agreement. 3.1. Title Commitment and Policy. If not already issued at the time of this Agreement, Seller, at Purchaser's sole cost and expense, shall have fifteen (15) days from the Effective Date to provide Purchaser with a title commitment ("Title Commitment") for the most current ALTA form Owner's Title Insurance Policy ("Title Policy"), issued by Advocus National Title Insurance Company(through Froehling,Weber&Schell,LLP) ("Title Insurer"),covering the Real Property in the amount of the Purchase Price showing merchantable record title to the Real Property to be in Seller. At Closing, Seller shall cause Title Insurer to issue the Title Policy to Purchaser (in accordance with the Title Commitment provided for in this Section 3.1), with all general exceptions deleted or endorsed over (including without limitation possession, encroachments, overlaps, boundary line disputes, matters of survey, easements, mechanic liens and taxes or special assessments not shown as existing by the public records exceptions), subject only to the Permitted Exceptions and other matters approved or waived in writing by Purchaser. 3.1.1. Objections to Title of Record. Within fifteen (15) days after Purchaser's receipt of the aforesaid Title Commitment, Purchaser shall furnish to Seller written notification of any objections to or defects in title of record set forth in the Title Commitment. If Purchaser fails to give said notice within said fifteen (15) day period, Purchaser shall be deemed to have accepted all matters then affecting title to the Real Property set forth in the Title Commitment. If Purchaser does give said notice, Purchaser shall be deemed to have accepted all matters set forth in the Title Commitment not set forth in the notice (provided Purchaser shall not be deemed to have waived any general exceptions). After receipt of said notice, 2 Seller shall have the right, at its election, to endeavor to cure such objections to or defects in title set forth in the notice and shall notify Purchaser of such election within ten (10) days. If Seller does elect to endeavor to cure such objections to or defects in title, it shall promptly commence and diligently pursue efforts to cure such objections. 3.1.2. Failure to Cure Objections. In the event Seller fails to cure Purchaser's objections to or defects in title within twenty (20) days of receiving notice of such objections to or defects in title, or if Seller shall determine that its efforts to cure will not be successful, Purchaser may either (i) waive such title objections to or defects in title and proceed with closing hereunder or(ii)terminate this Agreement as provided herein and obtain an immediate return of the Earnest Money. 3.2. ALTA Survey. Purchaser, at Purchaser's sole cost and expense, shall be permitted to obtain a current ALTA survey of the Real Property ("ALTA Survey"),to be certified by a professional surveyor licensed by the State of Illinois to Purchaser and Title Insurer (and other parties designated by Purchaser) and prepared in accordance with the standard for Land Title Surveys and the American Congress of Surveying and Mapping Class A survey, setting forth the legal description and street address of the Real Property and showing all buildings and other improvements (including fences) located on the Real Property,the number of stories in such buildings, easements(visible or recorded),building lines,curb cuts,party walls(if any),parking, sewage,water,electricity,gas and other utility facilities(together with recording information concerning the documents creating any such easements and building lines), roads and other rights-of-way and means of physical and record ingress and egress to and from the Real Property by public roads (including the dimension of abutting streets) and the net (after deduction of land dedicated or used or subject to easements for roads, highways, fire lanes, utilities, storm drains or any other public purpose) and gross area of the land included in the Real Property, and spotting improvements on adjoining property which are within five(5) feet of the property lines of the Real Property. In exercising this right, Purchaser, its surveyor or other agents shall be permitted to enter the Real Property in accordance with the provisions of Section 3.7 of this Agreement to conduct such survey as Purchaser, in its discretion, determines to be necessary. Alternatively, Purchaser, at Purchaser's sole cost and expense, shall also be permitted to obtain a current boundary survey of the Real Property ("Boundary Survey"), to be certified by a professional surveyor licensed by the State of Illinois to Purchaser.The ALTA Survey and/or Boundary Survey may collectively be referred to as the"Survey." 3.2.1. Objections to Title of Record. Within fifteen (15) days after Purchaser's receipt of the Survey, Purchaser shall furnish to Seller written notification of any objections to or defects set forth in title or the Survey. If Purchaser fails to give said notice within said fifteen (15) day period, Purchaser shall be deemed to have accepted all matters then affecting title to the Real Property set forth in the Survey (except those matters that were also identified in the Title Commitment and to which Purchaser has previously objected). If Purchaser does 3 give said notice, Purchaser shall be deemed to have accepted all matters set forth in the Survey not set forth in the notice(except those matters that were also identified in the Title Commitment and to which Purchaser has previously objected). After receipt of said notice, Seller shall have the right, at its election, to endeavor to cure such objections to or defects in title or the Survey set forth therein and shall notify Purchaser of such election within ten (10) days. If Seller does elect to endeavor to cure such objections to or defects in title or the Survey,it shall promptly commence and diligently pursue efforts to cure such objections. 3.2.2. Failure to Cure Objections. In the event Seller fails to cure Purchaser's objections to or defects in the Survey or title set forth in the Survey within twenty (20) days of receiving notice of such objections to or defects, or if Seller shall determine that its efforts to cure will not be successful, Purchaser may either(i) waive such title objections to or defects in title or the Survey and proceed with closing hereunder or (ii) terminate this Agreement as provided herein and obtain an immediate return of the Earnest Money. 3.3. Environmental Audit. Purchaser, at Purchaser's sole cost and expense, shall be permitted to conduct an environmental audit of the Real Property. Purchaser or its engineer or other agents shall be permitted to enter the Real Property in accordance with the provisions of Section 3.7 of this Agreement to conduct such samplings and tests of the surface, subsurface and improvements as Purchaser, in its discretion, determines to be necessary.At any time prior to Closing,Purchaser may (i)waive any environmental issues set forth in the environmental audit(or reports generated thereby)and proceed with closing hereunder;(ii)terminate this Agreement as provided herein and obtain an immediate return of the Earnest Money; or(iii) extend Closing to a date reasonably necessary for Purchaser to complete its environmental audit(including the review of any reports generated thereby) and determine whether it desires to proceed with closing or terminate this Agreement as provided herein and obtain an immediate return of the Earnest Money. 3.4. Appraisal. Purchaser, at Purchaser's sole cost and expense, shall be pennitted to obtain an appraisal of the Real Property. Purchaser or its appraiser or other agents shall be permitted to enter the Real Property in accordance with the provisions of Section 3.7 of this Agreement to conduct such inspections as Purchaser, in its discretion, detennined to be necessary. Notwithstanding the foregoing, nothing in this Section 3.4 shall affect the purchase price in the event the appraisal obtained by Purchaser under this Section 3.4 is less than the purchase price. 3.5 Financing. Intentionally Omitted. 3.6 Zoning/Approvals. Intentionally Omitted. 3.7. Inspection. Purchaser, its employees, agents, representatives and independent contractors shall have the right to enter upon the Real Property at any reasonable time during normal business hours and make all tests or inspections of the Real 4 Property(whether within or without the building or improvements)that they desire to make at Purchaser's sole cost and expense. Such tests and inspections shall not unreasonably interfere with Seller's business operations. Purchaser shall forever fully protect,defend and hold the Seller harmless from all reasonable losses, costs, damages, attorneys' fees and expenses of every kind and nature whatsoever which the Seller may suffer, expend or incur and which arise out of, relate to, or are in any way connected with the Purchaser's due diligence activities pursuant to this Section 3.7. Further, the Purchaser shall, within seven (7) days of recordation, pay and discharge of record or bond over all mechanics' and materialmen's liens which arise out of, relate to, or are in any way connected with the Purchaser's due diligence activities. 3.8. Additional Due Diligence Materials. Within ten (10) business days of the Effective Date, Seller shall tender to Purchaser any and all prior title commitments or policies, surveys,environmental reports, zoning reports, studies,reports,plans,foreclosure documents, and contracts related to or affecting the Real Property ("Prior Due Diligence Materials") in Seller's possession or control, if any. 4. Closing. The purchase of the Real Property shall be consummated as follows: 4.1. Closing Date. Unless otherwise agreed to in writing or extended pursuant to the terms of this Agreement, the closing (the "Closing') shall take place on or before fifteen (15) days after the expiration of the Due Diligence Period (the "Closing Date" or "Date of Closing"). 4.2. Seller's Deliveries. At Closing, Seller shall deliver to Purchaser the following: 4.2.1. Deed. Executed warranty deed to the Real Property (in the form required by Section 1 of this Agreement) prepared by Purchaser and in a form reasonably acceptable to Purchaser. 4.2.2. Evidence of Authorization. Evidence satisfactory to Purchaser and Title Insurer that Seller is authorized to execute this Agreement and proceed with the transactions provided for in this Agreement. 4.2.3. Title Policy. The Title Policy provided for in Section 3.1 of this Agreement. 5 4.2.4 Termination of Leases and Other Agreements. Fully executed terminations of any leases, service contracts, and/or other agreements affecting the Real Property, if any. 4.2.5 FIRPTA Statmenet. Fully executed FIRPTA statement / affidavit in form satisfactory to Purchaser. 4.2.6 Other Documents. Such other documents, instruments, certifications and confirmations as may be reasonably required by Purchaser or Title Insurer to fully effect and consummate the transactions contemplated by this Agreement. 4.3. Purchaser's Deliveries. At Closing, Purchaser shall deliver to Seller the following: 4.3.1. Purchase Price. The Purchase Price as set forth in Section 2 of this Agreement, reduced by the Earnest Money, plus or minus prorations provided for in this Agreement. 4.3.2. Evidence of Authorization. Evidence satisfactory to Seller and Title Insurer that Purchaser is authorized to execute this Agreement and proceed with the transactions provided for in this Agreement. 4.3.3. Other Documents. Such other documents, instruments, certifications and confirmations as may reasonably be required by Seller or Title Insurer to fully effect and consummate the transactions contemplated by this Agreement. 4.4. Joint Deliveries. At Closing, Seller and Purchaser shall jointly deliver to each other the following: 4.4.1. Closing;Statement: An agreed-upon closing statement. 4.4.2. Transfer Tax Filings. Executed documents complying with the provisions of all federal,state,county,and local law applicable to the determination of transfer taxes. 4.4.3. ALTA Statement. If required by Title Insurer, an ALTA Statement in the form required by Title Insurer. 4.5. Possession. Sole and exclusive possession of the Real Property shall be delivered to Purchaser on the Closing Date. 4.6. Property Taxes. 6 4.6.1. Payments by Seller. All installments of real property taxes on the Real Property which are due and owning on or prior to the Closing Date shall be paid by Seller prior to or at Closing. 4.6.2. Credits to Purchaser. Purchaser shall receive a credit against the Purchase Price for all installments of real property taxes on the Real Property for the calendar year immediately preceding the Closing Date which are not yet due and owning as of the Closing Date. If the tax bill for the calendar year immediately preceding the Closing Date is not yet available, then the credit shall be computed on 110% of the latest available assessment. Real property taxes for the calendar year of the Closing shall be prorated from January 1 of such calendar year to the Closing Date based on 110%of the latest available assessment, and Purchaser shall receive an additional credit against the Purchase Price for the amount so calculated. 4.7. Closin€,Costs. Seller shall pay the following costs: Seller's attorney's fees. Purchaser shall pay the following costs: Purchaser's attorney's fees, fees incurred in preparation of the Survey, fees incurred in performing due diligence, any city transfer or sales taxes (if any), the insurance premium for the title policy issued pursuant to the commitment for title insurance required by Section 3.1 of this Agreement, brokerage commissions or consultant fees set forth in Section 4.8 of this Agreement, any county and state transfer taxes or sales taxes, and the cost of documentary stamps, and recording fees for recording the deed. Except as otherwise provided in this Agreement, Purchaser shall pay any costs charged by the Title Insurer for closing. 4.8. Brokerage Commissions. There are no brokererage or consultant fees or commissions due in relation to this Agreement. Seller and Purchaser shall indemnify and hold harmless the other from any loss, liability, cost and expenses, including attorney's fees, arising from the breach of the foregoing representations in this Section 4.8. 4.9. SMcial Assessments. Seller will pay any unpaid special assessments confirmed prior to the Closing Date. Seller knows of no proceeding for special assessments against the Real Property. 5. Seller's Representations, Warranties and Covenants. In addition to all other representations, covenants and warranties by Seller in this Agreement, Seller represents,covenants and warrants, as of the Effective Date and as of the Closing Date, as follows: 5.1. Ownership. Seller owns the property in fee simple absolute and will convey good and indefeasible market title to the Property, free and clear of any liens or other encumbrances except for the Permitted Exceptions. Seller has full right, power and authority to enter into this Agreement and to consummate the sale contemplated hereby without the joinder of any other person, and the party signing on behalf of Seller has been duly authorized to sign on behalf of Seller. The execution, delivery and performance of this Agreement have been duly authorized and no other action, consent, or approval of Seller or any other person or entity is necessary. This Agreement has been duly executed 7 and delivered by Seller, and this Agreement is a valid and binding obligation of Seller, enforceable against it in accordance with its terms. 5.2. Leases and Other Rights in Real Property. As of the Closing Date, Seller will have the right to possession of all of the Real Property, and there will be no third party with the right to possession of any portion of the Real Property, whether pursuant to a written lease (including any option to extend a written lease), an oral lease, license, or as otherwise may be provided by law. There is no agreement affecting or restricting the Property, including its usage and development, and so long as this Agreement is in force Seller will not enter into any agreements affecting the Property without the prior written approval of Purchaser, in Purchaser's sole discretion. 5.3. Liens and Liabilities. Seller shall be responsible for all debts, claims, contracts and liabilities in any way connected with the conduct of its operations on the Real Property, and Purchaser shall have no liability for Seller's obligations or operations conducted on the Real Property or otherwise or for any liabilities, known, unknown, contingent or otherwise, of Seller. No portion of the Property is affected by any special assessments, whether or not constituting a lien thereon. Except the lien for real estate taxes not yet due at Closing, Seller will pay any and all liens so that the Property shall not be encumbered by any lien imposed prior to the Closing. 5.4. Litigation. There are no legal actions, suits, proceedings or claims pending or to the best of Seller's knowledge threatened, against or with respect to Seller or the Property, and Seiler is not aware of any facts which might result in any such action, claim, suit or proceeding. Seller is not subject to any judgment,order or decree entered in any suit or proceeding which will have an effect on the Property. There are no pending or, to best of seller's knowledge,threatened condemnation or similar proceeding or rezoning affecting the Property or any portion thereof, nor has Seller knowledge that any such action is presently contemplated. 5.5. Governmental Regulation. The Real Property complies in all respects with all statutes, ordinances, regulations and administrative or judicial orders or holdings, whether or not appearing in public records, and the consummation of the transactions contemplated by this Agreement shall not violate any such statutes,ordinances,regulations and administrative or judicial orders or holdings or any other agreement or indenture by which Seller is bound. 5.6. Hazardous Substances. No toxic waste or hazardous waste material have been stored or used on the Real Property and there is no toxic waste or hazardous material on or under the Real Property in violation of any applicable laws, rules, regulations or Ordinances. Seller shall promptly furnish Purchaser with a copy of any and all environmental reports and any certificates of compliance in Seller's possession, with the Prior Due Diligence Materials, which are not otherwise subject to any restriction on disclosure or are otherwise legally privileged. 8 5.7. Non-Foreign Person/Taxes. Seller is not a "foreign person"as that term is used and defined in the Internal Revenue Code,Section 1445,as the same may be amended. Seller also agrees that Seller as transferor will indemnify Purchaser as transferee and agrees to hold Purchaser harmless from any liability or cost which Purchaser may incur as a result of: (i) Seller's failure to pay any U.S. federal income tax which Seller is required to pay under applicable U. S. law, or (ii) any false or misleading statement contained in the non-foreign affidavit. 5.8. No Breach. No default has occurred under any document affecting the Property nor has Seller made any false or misleading representation or warranty to Purchaser or any other person or entity in connection with the transaction contemplated by this Agreement. 5.9. OFAC. Seller and all beneficial owners of Seller are in compliance with all laws, statutes, rules and regulations of any federal, state or local governmental authority in the United States of America applicable to such Persons (defined below), including, without limitation, the requirements of Executive Order No. 13224, 66 Fed. Reg. 49079 (Sept. 25, 2001) (the "Order") and other similar requirements contained in the rules and regulations of the Office of Foreign Asset Control, Department of the Treasury ("OFAC") and in any enabling legislation or other Executive Orders in respect thereof(the Order and such other rules, regulations, legislation, or orders are collectively called the "Orders". Neither Seller nor any beneficial owner of Seller: (i) is listed on the Specially Designated Nationals and Blocked Persons List maintained by OFAC pursuant to the Order and/or on any other list of terrorists or terrorist organizations maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable Orders (such lists are collectively referred to as the "Lists"); (ii) is a Person who has been determined by competent authority to be subject to the prohibitions contained in the Orders; (iii)is owned or controlled by, nor acts for or on behalf of, any Person on the Lists or any other Person who has been determined by competent authority to be subject to the prohibitions contained in the Orders. As used herein, the term "Person" means any individual, corporation, partnership, joint venture, association, joint stock company, trust, trustee, estate, limited liability company, unincorporated organization,real estate investment trust,government or any agency or political subdivision thereof, or any other form of entity. 5.10. Casualty Insurance. Until Closing and unless otherwise agreed by the parties, Seller shall, at its expense, keep the Real Property and the improvements on the Real Property and Personal Property constantly insured with an insurance company acceptable to Purchaser against loss by fire and other casualties with extended coverage in the same amounts as currently carried by Seller as of the Effective Date. Each of Seller's representations and warranties contained in this Section 5 shall be true and correct upon the execution of this Agreement and shall be deemed to be remade on and as of the Closing Date and shall survive the Closing hereunder for a period of twenty four(24)months. 9 Residential Disclosures. Intentionally Omitted. 6. Indemnity. 6.1. Indemnification by Seller. Seller shall indemnify, defend, and hold harmless Purchaser, its affiliates and subsidiaries, and their respective owners, general partners, partners, managers, members, controlling persons, directors, officers, employees, agents, attorneys, and their successors and assigns (collectively, the "Purchaser Indemnified Parties")from and against,and pay to Purchaser Indemnified Parties the amount of, all losses, claims, obligations, demands, assessments, penalties, fines, forfeitures, liabilities, costs, and other damages, including reasonable attorneys' fees and expenses, whether or not involving a third-party claim (collectively, "Losses"), arising, directly or indirectly, from, asserted against or incurred by reason of, resulting in any manner from, or relating in any manner to (i) the inaccuracy in any respect of any representation or warranty, or a breach of any covenant of Seller contained in this Agreement; (ii) any obligations, liabilities or charges of Seller not expressly assumed by Purchaser except to the extent that Purchaser receives a credit therefor on the closing statement; (iii) any misrepresentation in, or omission of a material fact from, any opinion, certificate or instrument of transfer or conveyance to be furnished to Purchaser by or on behalf of Seller under this Agreement; or (iv) the ownership or use of the Real Property prior to the Closing Date. 6.2. Indemnification by Purchaser. Purchaser shall indemnify, defend, and hold harmless Seller and Seller's owners, controlling persons, directors, officers, employees, agents, attorneys, and affiliates and their successors and assigns (collectively, the"Seller Indemnified Parties;"and together with Purchaser Indemnified Parties,the"Indemnified Parties")from and against, and pay to the Seller Indemnified Parties the amount of, all Losses arising, directly or indirectly, from, asserted against, or incurred by reason of, resulting in any manner from, or relating in any manner to (i) the inaccuracy in any respect of any representation or warranty, or a breach of any covenant of Purchaser contained in this Agreement; (iii) any misrepresentation in, or omission of a material fact from, any opinion, certificate or instrument of transfer or conveyance to be furnished to Seller by or on behalf of Purchaser under this Agreement; or (iv) the ownership or use of the Real Property on or after the Closing Date. 6.3. Expiration of Indemnification Obligations. The respective representations, warranties, covenants, and agreements of the Parties made in this Agreement and all related transaction documents will 10 survive the Closing for a period of one (1) year from the Closing Date ("Survival Period"). The foregoing notwithstanding, none of the provisions set forth in this Agreement, including but not limited to the provisions contained in this Section, shall be deemed to limit the time period during which a claim based on a Party's fraud (whether of commission or omission), criminal conduct, or intentional wrongdoing, or a claim for breach of any covenant, may be brought. 7. Default. If Seller wrongfully refuses to close the sale of the Real Property to Purchaser or is unable to close the sale of the Real Property under the terms of this Agreement,the same shall constitute a breach of this Agreement and Purchaser shall be entitled to all remedies under Illinois law or equity at the time of the breach, including, without limitation, breach of contract; termination of this Agreement and return of the Earnest Money; specific performance, with the rights, but not the obligation, to perform Seller's covenants and agreements under this Agreement and to deduct the cost and expense of such performance from the Purchase Price payable under this Agreement; and the right to recover as an element of its damages, reasonable attorneys fees and court costs and all other damages that Purchaser will suffer as a result of Seller's breach or default under this Agreement. If Purchaser wrongfully refuses to close the sale of the Real Property to Purchaser or is unable to close the sale of the Real Property under the terms of this Agreement, the same shall constitute a breach of this Agreement and Seller shall be entitled to all remedies under Illinois law or equity at the time of the breach, including, without limitation, breach of contract;termination of this Agreement and retention of the Earnest Money as liquidated damages; specific performance, with the rights, but not the obligation, to perform Seller's covenants and agreements under this Agreement and to deduct the cost and expense of such performance from the Purchase Price payable under this Agreement; and the right to recover as an element of its damages, reasonable attorneys fees and court costs and all other damages that Purchaser will suffer as a result of Seller's breach or default under this Agreement. 8. Assignment. Seller shall not assign this Agreement without prior written consent of the Purchaser. At any time prior to or on the Date of Closing, Purchaser may assign this Agreement without the prior written consent of the Seller. 9. Casualty. Intentionally omitted. 10. Condemnation. If any portion or portions of the Real Property shall be taken by condemnation or any other proceeding in the nature of eminent domain from and after the Effective Date, Purchaser, within fifteen (15) days after Purchaser receives notice of such taking, shall be entitled to declare this Agreement null and void upon fifteen (15) days' written notice to Seller. In the event of termination, the parties shall have no further rights or liabilities under this Agreement and the Earnest Money shall be returned to Purchaser. If Purchaser has not notified Seller of its election to terminate within the aforesaid time period, this Agreement shall continue in full force and effect and there shall be no abatement of the Purchase Price. Seller shall be relieved, however, of the duty to convey title to the portion or portions of the Real Property so taken, but Seller shall, at Closing, assign to Purchaser all of Seller's rights and claims in and to any unpaid awards arising from such taking and credit to Purchaser on account of the Purchase 11 Price all awards therefor collected by Seller (less all reasonable costs and expenses, including, without limitation, attorneys fees, expenses and court costs incurred by Seller to collect such awards). 12. Miscellaneous. It is further understood and agreed as follows: 12.1. MANDATORY ILLINOIS' RESIDENTIAL REAL PROPERTY DISCLOSURE ACT: The Illinois Residential Real Property Disclosure Act requires Sellers of residential real property (unless newly constructed and not previously occupied) to provide Purchaser with a prescribed Residential Real Property Disclosure Report. Seller certifies that there have been no material changes since Seller executed the disclosure report.In addition,Seller shall promptly notify Purchaser in writing of any material defects, of which Seller becomes aware, in the Premises until the date of possession. J�A (Initial)Purchaser acknowledges he has received a copy of the Residential Real operty Disclosure Report along with this Agreement. 12.2. MANDATORY RADON DISCLOSURE: Illinois law requires Seller to co lete the Disclosure of information on Radon Hazards. (Initial) Purchaser acknowledges he has received a copy of the Illinois Emergency Management Agency's "Radon Testing Guidelines for Real Estate Transactions"and the Illinois Disclosure of Information on Radon Hazards along with this Agreement. 12.3. MANDATORY LEAD-BASED PAINT DISCLOSURE: Federal law requires Sellers must complete the Disclosure of Information and Acknowledgment of Lead-Based Paint and/or Lead-Based Paint Hazards and agree that Purchaser, at Purchaser's expense, may have the property inspected for the presence of lead-based paint and/ r lead-based paint hazards. (Initial) Purchaser acknowledges he has received a copy of the Disclosure of In ormation and Acknowledgment of Lead-Based Paint and/or Lead-Based Paint Hazards and the U.S. Environmental Protection Agency's pamphlet entitled, "Protect Your Family From Lead in Your Home,"along with this Agreement. 12.4. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, and such counterparts together shall constitute one and the same instrument. 12.5. Survival. The representations, warranties, covenants and agreements contained in this Agreement shall survive the Closing and the delivery of the deed without limitation. 12 l 2.6. Severability. If any provision of this Agreement shall be held to be void or unenforceable for any reason, the remaining terms and provisions of this Agreement shall not be affected thereby. 12.7. Time. Time is of the essence of this Agreement. 12.8. Binding Effect. The provisions of this Agreement shall inure to the benefit of and bind the successors and assigns of the parties to this Agreement. 12.9. Amendment and Waiver. This Agreement may be amended at any time in any respect only by an instrument in writing executed by Seller and Purchaser. Either party may waive any requirement to be perfonned by the other under this Agreement, provided that said waiver shall be in writing and executed by the party waiving the requirement. 12.10. Integrated Agreement. This Agreement constitutes the entire agreement between Purchaser and Seller relating to the purchase of the Real Property, and there are no agreements, understandings, restrictions, warranties or representations between Purchaser and Seller other than those set forth in this Agreement. 12.11. Choice of Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS AND JUDICIAL DECISIONS OF THE STATE OF ILLINOIS.ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE RESOLVED A NON- JURY TRIAL AND EACH PARTY HERETO HEREBY WAIVES ITS RIGHT TO A TRIAL BY JURY, AND SUCH NON-JURY TRIAL SHALL BE HELD IN THE STATE OF ILLINOIS IN EITHER THE CIRCUIT COURT OF FULTON COUNTY, ILLINOIS OR THE UNITED STATES DISTRICT COURT FOR THE CENTRAL DISTRICT OF ILLINOIS. 12.12. Notices. All notices,requests,consents and other communications required or permitted under this Agreement shall be in writing (including email) and shall be (as elected by the person giving such notice) hand delivered by messenger or courier service, emailed, or mailed by registered or certified mail (postage prepaid), return receipt requested, addressed to: If to Seller: With a copy to: William Ashwood Nancy Schell 617 W. Chestnut Street Froehling, Weber& Schell, LLP Canton, IL 61520 167 W. Elm Street Canton, IL 61520 nschell@fwslawyers.com If to Purchaser: With a copy to: 13 City of Canton Christopher J. Jump ATTN: Mayor Davis & Campbell L.L.C. 2 N. Main Street 401 Main Street, Suite 1600 Canton, IL 61520 Peoria, IL 61602 kmcdowell(cucantoncityhail.or ci iump(iudcamplaw.com or to such other address as any party may designate by notice complying with the terms of this paragraph. Each such notice shall be deemed delivered (a) on the date delivered if by personal delivery; (b)on the date of transmission with a sent confirmation if by email; and (c)on the date upon which the return receipt is signed or delivery is refused, or the notice is designated by the postal authorities as not deliverable, as the case may be, if mailed. 12.13. Waiver of Tender. Formal tender of an executed deed and the Purchase Price each is hereby waived. 12.14. Delivery by Facsimile or PDF. This Agreement, the agreements referred to in this Agreement, and each other agreement or instrument entered into in connection with this Agreement, to the extent signed and delivered by means of emailed PDF, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. No party to this Agreement or to any such agreement or instrument shall raise the use of email to deliver a signature or the fact that any signature or agreement or instrument was transmitted through the use of email as a defense to the formation or enforceability of a contract and each such party forever waives any such defense. (SIGNATURE PAGE TO FOLLOW1 14 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed, as of the day and year first above written. SELLER: PURCHASER: William Ashwood City of Canton By: `L) By: William Ashwoo ent A. McD ell, Its Mayor EXHIBIT A The East 74.22 feet of Lots Numbered Seven(7)and Eight(8) in Homewood Addition to the City of Canton, situated in the County of Fulton, in the State of Illinois. Common Address: 603 W. Chestnut Street, Canton, IL 61520 PIN: 09-08-28-408-023 •auox g llgIHXa AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY THIS AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY (this "Agreement") is made and entered into as of September 29, 2025 ("Effective Date"), by and between the City of Canton, an Illinois municipal corporation ("Purchaser"), and William Ashwood ("Seller"; and together with Purchaser, collectively, the "Parties"). WHEREAS, Purchaser desires to purchase real property, improvements, fixtures, and appurtenances thereto belonging and certain personal property described in Section 1 below, and in connection therewith, Seller and Purchaser desire to enter into this Agreement to set forth the terms and conditions of such purchase and sale. NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions contained in this Agreement and other good and valuable consideration,the receipt and sufficiency of which are acknowledged, the parties agree as follows: 1. Sale Agreement. 1.1 Subject to the terms and conditions hereinafter set forth, Seller agrees to sell and convey and Purchaser agrees to purchase the following: 1.1.1 the certain tracts or parcels of land locatd at 603 W.Chestnut Street,Canton, IL 61520 (P.I.N. 09-08-28-408-023), more particularly described on Exhibit A attached hereto and made a part hereof(the "Land'), together with all and singular the rights and appurtenances pertaining to such property, including any right, title and interest of Seller, if any, in and to minerals, adjacent streets, alleys or rights-of-way; 1.1.2 the buildings and other improvements on the Land (the "Improvements") (the Land and Improvements may hereinafter collectively be referred to as the "Real Property"); 1.1.3 the personal property and all rights thereto listed in Exhibit B (the"Personal Property"). 1.2 Seller shall convey merchantable title to the above-described property to Purchaser by (1) a general warranty deed conveying the Real Property, free and clear of all liens and encumbrances, and not subject to any easements, covenants, restrictions, dedications or rights of way, or other matters affecting title to the Real Property or use of the Real Property, except for those title exceptions accepted by Purchaser pursuant to Sections 3.1 and 3.2 of this Agreement (the '`Permitted Exceptions"); and (2) a Bill of Sale conveying the Personal Property to Purchaser (or its designee) free and clear of all liens and encumbrances (if any). 1 2. Purchase Price. The purchase price of the Real Property ("Purchase Price") shall be Ten Thousand and No/100 Dollars (S10,000.00), to be paid by Purchaser to Seller at Closing, plus or minus credits and prorations provided for in this Agreement, in cash or by certified, cashier's or escrowee check or bank wire transfer of collected federal funds. Prior to or at Closing, the Seller and Purchaser shall mutually agree upon the allocation of the Purchase Price to the Real Property and Personal Property (if any). In the event the parties are unable to agree upon said allocation, the Purchaser's accountant shall establish the allocation of the Purchase Price for the Real Property and Personal Property, respectively. 3. Conditions Precedent- Purchaser. Purchaser's obligations under this Agreement shall be subject to the conditions precedent identified in this Section being satisfied to the reasonable satisfaction of Purchaser, in Purchaser's sole discretion (or waived by Purchaser in writing). If all of the conditions set forth in this Section are not satisfied(or waived by Purchaser in writing)on or before sixty(60)days from the Effective Date, or the earlier or later date identified with respect to each specific condition precedent below, or Purchaser elects to terminate this Agreement for any other reason on or before sixty (60) days of the Effective Date (collectively, the "Due Diligence Period"), then Purchaser may terminate this Agreement and obtain an immediate return of the Earnest Money(if any). In the event of any termination, the parties shall have no further rights or liability under this Agreement. 3.1. Title Commitment and Policy. If not already issued at the time of this Agreement, Seller, at Purchaser's sole cost and expense, shall have fifteen (15) days from the Effective Date to provide Purchaser with a title commitment ("Title Commitment") for the most current ALTA form Owner's Title Insurance Policy ("Title Policy"), issued by Advocus National Title Insurance Company(through Froehling, Weber& Schell,LLP) ("Title Insurer"),covering the Real Property in the amount of the Purchase Price showing merchantable record title to the Real Property to be in Seller. At Closing, Seller shall cause Title Insurer to issue the Title Policy to Purchaser (in accordance with the Title Commitment provided for in this Section 3.1), with all general exceptions deleted or endorsed over (including without limitation possession, encroachments, overlaps, boundary line disputes, matters of survey, easements, mechanic liens and taxes or special assessments not shown as existing by the public records exceptions), subject only to the Permitted Exceptions and other matters approved or waived in writing by Purchaser. 3.1.1. Objections to Title of Record. Within fifteen (15) days after Purchaser's receipt of the aforesaid Title Commitment, Purchaser shall furnish to Seller written notification of any objections to or defects in title of record set forth in the Title Commitment. If Purchaser fails to give said notice within said fifteen (15) day period, Purchaser shall be deemed to have accepted all matters then affecting title to the Real Property set forth in the Title Commitment. If Purchaser does give said notice, Purchaser shall be deemed to have accepted all matters set forth in the Title Commitment not set forth in the notice (provided Purchaser shall not be deemed to have waived any general exceptions). After receipt of said notice, 2 Seller shall have the right, at its election, to endeavor to cure such objections to or defects in title set forth in the notice and shall notify Purchaser of such election within ten (10) days. If Seller does elect to endeavor to cure such objections to or defects in title, it shall promptly commence and diligently pursue efforts to cure such objections. 3.1.2. Failure to Cure Objections. In the event Seller fails to cure Purchaser's objections to or defects in title within twenty (20) days of receiving notice of such objections to or defects in title, or if Seller shall determine that its efforts to cure will not be successful, Purchaser may either (i) waive such title objections to or defects in title and proceed with closing hereunder or(ii)terminate this Agreement as provided herein and obtain an immediate return of the Earnest Money. 3.2. ALTA Survey. Purchaser, at Purchaser's sole cost and expense, shall be permitted to obtain a current ALTA survey of the Real Property ("ALTA Survey"),to be certified by a professional surveyor licensed by the State of Illinois to Purchaser and Title Insurer (and other parties designated by Purchaser) and prepared in accordance with the standard for Land Title Surveys and the American Congress of Surveying and Mapping Class A survey, setting forth the legal description and street address of the Real Property and showing all buildings and other improvements (including fences) located on the Real Property,the number of stories in such buildings, easements(visible or recorded),building lines,curb cuts,party walls(if any),parking,sewage,water,electricity,gas and other utility facilities(together with recording information concerning the documents creating any such easements and building lines), roads and other rights-of-way and means of physical and record ingress and egress to and from the Real Property by public roads (including the dimension of abutting streets) and the net (after deduction of land dedicated or used or subject to easements for roads, highways, fire lanes, utilities, storm drains or any other public purpose) and gross area of the land included in the Real Property, and spotting improvements on adjoining property which are within five(5) feet of the property lines of the Real Property. In exercising this right, Purchaser, its surveyor or other agents shall be permitted to enter the Real Property in accordance with the provisions of Section 3.7 of this Agreement to conduct such survey as Purchaser, in its discretion, determines to be necessary. Alternatively, Purchaser, at Purchaser's sole cost and expense, shall also be permitted to obtain a current boundary survey of the Real Property(`Boundary Survey"), to be certified by a professional surveyor licensed by the State of Illinois to Purchaser.The ALTA Survey and/or Boundary Survey may collectively be referred to as the"Survey." 3.2.1. Objections to Title of Record. Within fifteen (15) days after Purchaser's receipt of the Survey, Purchaser shall furnish to Seller written notification of any objections to or defects set forth in title or the Survey. If Purchaser fails to give said notice within said fifteen (15) day period, Purchaser shall be deemed to have accepted all matters then affecting title to the Real Property set forth in the Survey (except those matters that were also identified in the Title Commitment and to which Purchaser has previously objected). If Purchaser does 3 give said notice, Purchaser shall be deemed to have accepted all matters set forth in the Survey not set forth in the notice(except those inatters that were also identified in the Title Commitment and to which Purchaser has previously objected). After receipt of said notice, Seller shall have the right, at its election, to endeavor to cure such objections to or defects in title or the Survey set forth therein and shall notify Purchaser of such election within ten (10) days. If Seller does elect to endeavor to cure such objections to or defects in title or the Survey,it shall promptly commence and diligently pursue efforts to cure such objections. 3.2.2. Failure to Cure Objections. In the event Seller fails to cure Purchaser's objections to or defects in the Survey or title set forth in the Survey within twenty (20) days of receiving notice of such objections to or defects, or if Seller shall determine that its efforts to cure will not be successful, Purchaser may either(i) waive such title objections to or defects in title or the Survey and proceed with closing hereunder or (ii) terminate this Agreement as provided herein and obtain an immediate return of the Earnest Money. 3.3. Environmental Audit. Purchaser, at Purchaser's sole cost and expense, shall be permitted to conduct an environmental audit of the Real Property. Purchaser or its engineer or other agents shall be permitted to enter the Real Property in accordance with the provisions of Section 3.7 of this Agreement to conduct such samplings and tests of the surface, subsurface and improvements as Purchaser, in its discretion, determines to be necessary. At any time prior to Closing,Purchaser may (i)waive any environmental issues set forth in the environmental audit(or reports generated thereby)and proceed with closing hereunder;(ii)terminate this Agreement as provided herein and obtain an immediate return of the Earnest Money; or(iii) extend Closing to a date reasonably necessary for Purchaser to complete its environmental audit(including the review of any reports generated thereby) and determine whether it desires to proceed with closing or terminate this Agreement as provided herein and obtain an immediate return of the Earnest Money. 3.4. Appraisal. Purchaser, at Purchaser's sole cost and expense, shall be permitted to obtain an appraisal of the Real Property. Purchaser or its appraiser or other agents shall be permitted to enter the Real Property in accordance with the provisions of Section 3.7 of this Agreement to conduct such inspections as Purchaser, in its discretion, determined to be necessary. Notwithstanding the foregoing, nothing in this Section 3.4 shall affect the purchase price in the event the appraisal obtained by Purchaser under this Section 3.4 is less than the purchase price. 3.5 Financing. Intentionally Omitted. 3.6 Zoning/Approvals. Intentionally Omitted. 3.7. Inspection. Purchaser, its employees, agents, representatives and independent contractors shall have the right to enter upon the Real Property at any reasonable time during normal business hours and make all tests or inspections of the Real 4 Property(whether within or without the building or improvements)that they desire to make at Purchaser's sole cost and expense. Such tests and inspections shall not unreasonably interfere with Seller's business operations. Purchaser shall forever fully protect,defend and hold the Seller harmless from all reasonable losses, costs, damages, attorneys' fees and expenses of every kind and nature whatsoever which the Seller may suffer, expend or incur and which arise out of, relate to, or are in any way connected with the Purchaser's due diligence activities pursuant to this Section 3.7. Further, the Purchaser shall, within seven (7) days of recordation, pay and discharge of record or bond over all mechanics' and materialmen's liens which arise out of, relate to, or are in any way connected with the Purchaser's due diligence activities. 3.8. Additional Due Diligence Materials. Within ten (10) business days of the Effective Date, Seller shall tender to Purchaser any and all prior title commitments or policies, surveys, environmental reports, zoning reports, studies,reports,plans, foreclosure documents, and contracts related to or affecting the Real Property ("Prior Due Diligence Materials") in Seller's possession or control, if any. 4. Closing. The purchase of the Real Property shall be consummated as follows: 4.1. Closing Date. Unless otherwise agreed to in writing or extended pursuant to the terms of this Agreement, the closing (the "Closing") shall take place on or before fifteen (15) days after the expiration of the Due Diligence Period (the "Closing Date" or "Date of Closing"). 4.2. Seller's Deliveries. At Closing, Seller shall deliver to Purchaser the following: 4.2.1. Deed. Executed warranty deed to the Real Property (in the form required by Section I of this Agreement) prepared by Purchaser and in a form reasonably acceptable to Purchaser. 4.2.2. Evidence of Authorization. Evidence satisfactory to Purchaser and Title Insurer that Seller is authorized to execute this Agreement and proceed with the transactions provided for in this Agreement. 4.2.3. Title Policy. The Title Policy provided for in Section 3.1 of this Agreement. 5 4.2.4 Termination of Leases and Other Agreements. Fully executed terminations of any leases, service contracts, and/or other agreements affecting the Real Property, if any. 4.2.5 FIRPTA Statmenet. Fully executed FIRPTA statement / affidavit in form satisfactory to Purchaser. 4.2.6 Other Documents. Such other documents, instruments, certifications and confirmations as may be reasonably required by Purchaser or Title Insurer to fully effect and consummate the transactions contemplated by this Agreement. 4.3. Purchaser's Deliveries. At Closing, Purchaser shall deliver to Seller the following: 4.3.1. Purchase Price. The Purchase Price as set forth in Section 2 of this Agreement, reduced by the Earnest Money, plus or minus prorations provided for in this Agreement. 4.3.2. Evidence of Authorization. Evidence satisfactory to Seller and Title Insurer that Purchaser is authorized to execute this Agreement and proceed with the transactions provided for in this Agreement. 4.3.3. Other Documents. Such other documents, instruments, certifications and confirmations as may reasonably be required by Seller or Title Insurer to fully effect and consummate the transactions contemplated by this Agreement. 4.4. Joint Deliveries. At Closing, Seller and Purchaser shall jointly deliver to each other the following: 4.4.1. Closing Statement: An agreed-upon closing statement. 4.4.2. Transfer Tax Filings. Executed documents complying with the provisions of all federal, state,county,and local law applicable to the determination of transfer taxes. 4.4.3. ALTA Statement. If required by Title Insurer, an ALTA Statement in the form required by Title Insurer. 4.5. Possession. Sole and exclusive possession of the Real Property shall be delivered to Purchaser on the Closing Date. 4.6. Property Taxes. 6 4.6.1. Payments by Seller. All installments of real property taxes on the Real Property which are due and owning on or prior to the Closing Date shall be paid by Seller prior to or at Closing. 4.6.2. Credits to Purchaser. Purchaser shall receive a credit against the Purchase Price for all installments of real property taxes on the Real Property for the calendar year immediately preceding the Closing Date which are not yet due and owning as of the Closing Date. If the tax bill for the calendar year immediately preceding the Closing Date is not yet available, then the credit shall be computed on 110% of the latest available assessment. Real property taxes for the calendar year of the Closing shall be prorated from January 1 of such calendar year to the Closing Date based on 110%of the latest available assessment, and Purchaser shall receive an additional credit against the Purchase Price for the amount so calculated. 4.7. Closing Costs. Seller shall pay the following costs: Seller's attorney's fees. Purchaser shall pay the following costs: Purchaser's attorney's fees, fees incurred in preparation of the Survey, fees incurred in performing due diligence, any city transfer or sales taxes (if any), the insurance premium for the title policy issued pursuant to the commitment for title insurance required by Section 3.1 of this Agreement, brokerage commissions or consultant fees set forth in Section 4.8 of this Agreement, any county and state transfer taxes or sales taxes, and the cost of documentary stamps, and recording fees for recording the deed. Except as otherwise provided in this Agreement, Purchaser shall pay any costs charged by the Title Insurer for closing. 4.8. Brokerage Commissions. There are no brokererage or consultant fees or commissions due in relation to this Agreement. Seller and Purchaser shall indemnify and hold harmless the other from any loss, liability, cost and expenses, including attorney's fees, arising from the breach of the foregoing representations in this Section 4.8. 4.9. Special Assessments. Seller will pay any unpaid special assessments confirmed prior to the Closing Date. Seller knows of no proceeding for special assessments against the Real Property. 5. Seller's Representations, Warranties and Covenants. In addition to all other representations, covenants and warranties by Seller in this Agreement,Seller represents,covenants and warrants, as of the Effective Date and as of the Closing Date, as follows: 5.1. Ownership. Seller owns the property in fee simple absolute and will convey good and indefeasible market title to the Property, free and clear of any liens or other encumbrances except for the Permitted Exceptions. Seller has full right, power and authority to enter into this Agreement and to consummate the sale contemplated hereby without the joinder of any other person, and the party signing on behalf of Seller has been duly authorized to sign on behalf of Seller. The execution, delivery and performance of this Agreement have been duly authorized and no other action, consent, or approval of Seller or any other person or entity is necessary. This Agreement has been duly executed 7 and delivered by Seller, and this Agreement is a valid and binding obligation of Seller, enforceable against it in accordance with its terms. 5.2. Leases and Other Rights in Real Property. As of the Closing Date, Seller will have the right to possession of all of the Real Property, and there will be no third party with the right to possession of any portion of the Real Property, whether pursuant to a written lease (including any option to extend a written lease), an oral lease, license, or as otherwise may be provided by law. There is no agreement affecting or restricting the Property, including its usage and development, and so long as this Agreement is in force Seller will not enter into any agreements affecting the Property without the prior written approval of Purchaser, in Purchaser's sole discretion. 5.3. Liens and Liabilities. Seller shall be responsible for all debts, claims, contracts and liabilities in any way connected with the conduct of its operations on the Real Property, and Purchaser shall have no liability for Seller's obligations or operations conducted on the Real Property or otherwise or for any liabilities, known, unknown, contingent or otherwise, of Seller. No portion of the Property is affected by any special assessments, whether or not constituting a lien thereon. Except the lien for real estate taxes not yet due at Closing, Seller will pay any and all liens so that the Property shall not be encumbered by any lien imposed prior to the Closing. 5.4. Litigation. There are no legal actions, suits, proceedings or claims pending or to the best of Seller's knowledge threatened, against or with respect to Seller or the Property, and Seller is not aware of any facts which might result in any such action, claim, suit or proceeding. Seller is not subject to any judgment,order or decree entered in any suit or proceeding which will have an effect on the Property. There are no pending or, to best of seller's knowledge,threatened condemnation or similar proceeding or rezoning affecting the Property or any portion thereof, nor has Seller knowledge that any such action is presently contemplated. 5.5. Governmental Regulation. The Real Property complies in all respects with all statutes, ordinances, regulations and administrative or judicial orders or holdings, whether or not appearing in public records, and the consummation of the transactions contemplated by this Agreement shall not violate any such statutes,ordinances,regulations and administrative or judicial orders or holdings or any other agreement or indenture by which Seller is bound. 5.6. Hazardous Substances. No toxic waste or hazardous waste material have been stored or used on the Real Property and there is no toxic waste or hazardous material on or under the Real Property in violation of any applicable laws, rules, regulations or Ordinances. Seller shall promptly furnish Purchaser with a copy of any and all environmental reports and any certificates of compliance in Seller's possession, with the Prior Due Diligence Materials, which are not otherwise subject to any restriction on disclosure or are otherwise legally privileged. 8 5.7. Non-Foreign Person/Taxes. Seller is not a"foreign person"as that term is used and defined in the Internal Revenue Code,Section 1445,as the same may be amended. Seller also agrees that Seller as transferor will indemnify Purchaser as transferee and agrees to hold Purchaser harmless from any liability or cost which Purchaser may incur as a result of (i) Seller's failure to pay any U.S. federal income tax which Seller is required to pay under applicable U. S. law, or (ii) any false or misleading statement contained in the non-foreign affidavit. 5.8. No Breach. No default has occurred under any document affecting the Property nor has Seller made any false or misleading representation or warranty to Purchaser or any other person or entity in connection with the transaction contemplated by this Agreement. 5.9. OFAC. Seller and all beneficial owners of Seller are in compliance with all laws, statutes,rules and regulations of any federal, state or local governmental authority in the United States of America applicable to such Persons (defined below), including, without limitation, the requirements of Executive Order No. 13224, 66 Fed. Reg. 49079 (Sept. 25, 2001) (the "Order") and other similar requirements contained in the rules and regulations of the Office of Foreign Asset Control, Department of the Treasury ("OFAC") and in any enabling legislation or other Executive Orders in respect thereof(the Order and such other rules, regulations, legislation, or orders are collectively called the "Orders". Neither Seller nor any beneficial owner of Seller: (i)is listed on the Specially Designated Nationals and Blocked Persons List maintained by OFAC pursuant to the Order and/or on any other list of terrorists or terrorist organizations maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable Orders (such lists are collectively referred to as the "Lists"); (ii) is a Person who has been determined by competent authority to be subject to the prohibitions contained in the Orders; (iii)is owned or controlled by, nor acts for or on behalf of, any Person on the Lists or any other Person who has been determined by competent authority to be subject to the prohibitions contained in the Orders. As used herein, the term "Person" means any individual, corporation, partnership,joint venture, association,joint stock company, trust, trustee, estate, limited liability company,unincorporated organization,real estate investment trust,government or any agency or political subdivision thereof, or any other form of entity. 5.10. Casualty Insurance. Until Closing and unless otherwise agreed by the parties, Seller shall, at its expense, keep the Real Property and the improvements on the Real Property and Personal Property constantly insured with an insurance company acceptable to Purchaser against loss by fire and other casualties with extended coverage in the same amounts as currently carried by Seller as of the Effective Date. Each of Seller's representations and warranties contained in this Section 5 shall be true and correct upon the execution of this Agreement and shall be deemed to be remade on and as of the Closing Date and shall survive the Closing hereunder for a period of twenty four(24)months. 9 Residential Disclosures Intentionally Omitted. 6. Indemnity. 6.1. Indemnification by Seller. Seller shall indemnify, defend, and hold harmless Purchaser, its affiliates and subsidiaries, and their respective owners, general partners, partners, managers, members, controlling persons, directors, officers, employees, agents, attorneys, and their successors and assigns (collectively, the "Purchaser Indemnified Parties") from and against,and pay to Purchaser Indemnified Parties the amount of, all losses, claims, obligations, demands, assessments, penalties, fines, forfeitures, liabilities, costs, and other damages, including reasonable attorneys' fees and expenses, whether or not involving a third-party claim (collectively, "Losses"),arising,directly or indirectly, from, asserted against or incurred by reason of, resulting in any manner from, or relating in any manner to (i) the inaccuracy in any respect of any representation or warranty, or a breach of any covenant of Seller contained in this Agreement; (ii) any obligations, liabilities or charges of Seller not expressly assumed by Purchaser except to the extent that Purchaser receives a credit therefor on the closing statement; (iii) any misrepresentation in, or omission of a material fact from, any opinion, certificate or instrument of transfer or conveyance to be furnished to Purchaser by or on behalf of Seller under this Agreement; or (iv) the ownership or use of the Real Property prior to the Closing Date. 6.2. Indemnification by Purchaser. Purchaser shall indemnify, defend, and hold harmless Seller and Seller's owners, controlling persons, directors, officers, employees, agents, attorneys, and affiliates and their successors and assigns (collectively, the "Seller Indemnified Parties;"and together with Purchaser Indemnified Parties,the"Indemnified Parties")from and against, and pay to the Seller Indemnified Parties the amount of, all Losses arising, directly or indirectly, from, asserted against, or incurred by reason of, resulting in any manner from, or relating in any manner to (i) the inaccuracy in any respect of any representation or warranty, or a breach of any covenant of Purchaser contained in this Agreement; (iii) any misrepresentation in, or omission of a material fact from, any opinion, certificate or instrument of transfer or conveyance to be furnished to Seller by or on behalf of Purchaser under this Agreement; or (iv) the ownership or use of the Real Property on or after the Closing Date. 6.3. Expiration of Indemnification Obligations. The respective representations, warranties, covenants, and agreements of the Parties made in this Agreement and all related transaction documents will 10 survive the Closing for a period of one (1) year from the Closing Date ("Survival Period"). The foregoing notwithstanding, none of the provisions set forth in this Agreement, including but not limited to the provisions contained in this Section, shall be deemed to limit the time period during which a claim based on a Party's fraud (whether of commission or omission), criminal conduct, or intentional wrongdoing, or a claim for breach of any covenant, may be brought. 7. Default. If Seller wrongfully refuses to close the sale of the Real Property to Purchaser or is unable to close the sale of the Real Property under the terms of this Agreement,the same shall constitute a breach of this Agreement and Purchaser shall be entitled to all remedies under Illinois law or equity at the time of the breach, including, without limitation, breach of contract; termination of this Agreement and return of the Earnest Money; specific performance, with the rights, but not the obligation, to perform Seller's covenants and agreements under this Agreement and to deduct the cost and expense of such performance from the Purchase Price payable under this Agreement; and the right to recover as an element of its damages, reasonable attorneys fees and court costs and all other damages that Purchaser will suffer as a result of Seller's breach or default under this Agreement. If Purchaser wrongfully refuses to close the sale of the Real Property to Purchaser or is unable to close the sale of the Real Property under the terms of this Agreement, the same shall constitute a breach of this Agreement and Seller shall be entitled to all remedies under Illinois law or equity at the time of the breach,including,without limitation, breach of contract;termination of this Agreement and retention of the Earnest Money as liquidated damages; specific performance, with the rights, but not the obligation, to perform Seller's covenants and agreements under this Agreement and to deduct the cost and expense of such performance from the Purchase Price payable under this Agreement; and the right to recover as an element of its damages, reasonable attorneys fees and court costs and all other damages that Purchaser will suffer as a result of Seller's breach or default under this Agreement. 8. Assiptriment. Seller shall not assign this Agreement without prior written consent of the Purchaser.At any time prior to or on the Date of Closing,Purchaser may assign this Agreement without the prior written consent of the Seller. 9. Casualty. Intentionally omitted. 10. Condemnation. If any portion or portions of the Real Property shall be taken by condemnation or any other proceeding in the nature of eminent domain from and after the Effective Date, Purchaser, within fifteen (15) days after Purchaser receives notice of such taking, shall be entitled to declare this Agreement null and void upon fifteen (15) days' written notice to Seller. In the event of termination, the parties shall have no further rights or liabilities under this Agreement and the Earnest Money shall be returned to Purchaser. If Purchaser has not notified Seller of its election to terminate within the aforesaid time period, this Agreement shall continue in full force and effect and there shall be no abatement of the Purchase Price. Seller shall be relieved, however, of the duty to convey title to the portion or portions of the Real Property so taken, but Seller shall, at Closing, assign to Purchaser all of Seller's rights and claims in and to any unpaid awards arising from such taking and credit to Purchaser on account of the Purchase 11 Price all awards therefor collected by Seller (less all reasonable costs and expenses, including, without limitation, attorneys fees, expenses and court costs incurred by Seller to collect such awards). 12. Miscellaneous. It is further understood and agreed as follows: 12.1. MANDATORY ILLINOIS' RESIDENTIAL REAL PROPERTY DISCLOSURE ACT: The Illinois Residential Real Property Disclosure Act requires Sellers of residential real property (unless newly constructed and not previously occupied) to provide Purchaser with a prescribed Residential Real Property Disclosure Report. Seller certifies that there have been no material changes since Seller executed the disclosure report. In addition,Seller shall promptly notify Purchaser in writing of any material defects, of which Seller becomes aware, in the Premises until the date of possession. (Initial)Purchaser acknowledges he has received a copy of the Residential Real operty Disclosure Report along with this Agreement. 12.2. MANDATORY RADON DISCLOSURE: Illinois law requires Seller to co lete the Disclosure of information on Radon Hazards. (Initial) Purchaser acknowledges he has received a copy of the Illinois Emergency Management Agency's "Radon Testing Guidelines for Real Estate Transactions"and the Illinois Disclosure of Information on Radon Hazards along with this Agreement. 12.3. MANDATORY LEAD-BASED PAINT DISCLOSURE: Federal law requires Sellers must complete the Disclosure of Information and Acknowledgment of Lead-Based Paint and/or Lead-Based Paint Hazards and agree that Purchaser, at Purchaser's expense, may have the property inspected for the presence of lead-based paint and/ r lead-based paint hazards. (Initial) Purchaser acknowledges he has received a copy of the Disclosure of In ormation and Acknowledgment of Lead-Based Paint and/or Lead-Based Paint Hazards and the U.S. Environmental Protection Agency's pamphlet entitled, "Protect Your Family From Lead in Your Home,"along with this Agreement. 12.4. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, and such counterparts together shall constitute one and the same instrument. 12.5. Survival. The representations, warranties, covenants and agreements contained in this Agreement shall survive the Closing and the delivery of the deed without limitation. 12 12.6. Severability. If any provision of this Agreement shall be held to be void or unenforceable for any reason, the remaining terms and provisions of this Agreement shall not be affected thereby. 12.7. Time. Time is of the essence of this Agreement. 12.8. Binding Effect. The provisions of this Agreement shall inure to the benefit of and bind the successors and assigns of the parties to this Agreement. 12.9. Amendment and Waiver. This Agreement may be amended at any time in any respect only by an instrument in writing executed by Seller and Purchaser. Either party may waive any requirement to be performed by the other under this Agreement, provided that said waiver shall be in writing and executed by the party waiving the requirement. 12.10. Integrated Agreement. This Agreement constitutes the entire agreement between Purchaser and Seller relating to the purchase of the Real Property, and there are no agreements, understandings, restrictions, warranties or representations between Purchaser and Seller other than those set forth in this Agreement. 12.11. Choice of Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS AND JUDICIAL DECISIONS OF THE STATE OF ILLINOIS.ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE RESOLVED A NON- JURY TRIAL AND EACH PARTY HERETO HEREBY WAIVES ITS RIGHT TO A TRIAL BY JURY,AND SUCH NON-JURY TRIAL SHALL BE HELD IN THE STATE OF ILLINOIS IN EITHER THE CIRCUIT COURT OF FULTON COUNTY, ILLINOIS OR THE UNITED STATES DISTRICT COURT FOR THE CENTRAL DISTRICT OF ILLINOIS. 12.12. Notices. All notices,requests,consents and other communications required or permitted under this Agreement shall be in writing (including email) and shall be (as elected by the person giving such notice)hand delivered by messenger or courier service, emailed, or mailed by registered or certified mail (postage prepaid), return receipt requested, addressed to: If to Seller: With a copy to: William Ashwood Nancy Schell 617 W. Chestnut Street Froehling, Weber& Schell, LLP Canton, IL 61520 167 W. Elm Street Canton, IL 61520 nschell@fwslawyers.com If to Purchaser: With a copy to: 13 City of Canton Christopher J. Jump ATTN: Mayor Davis & Campbell L.L.C. 2 N. Main Street 401 Main Street, Suite 1600 Canton, IL 61520 Peoria, IL 61602 kmcdo«vell (tcantoncit,,hall.or:T ci'lump t dcamplaw.com or to such other address as any party may designate by notice complying with the terms of this paragraph. Each such notice shall be deemed delivered (a) on the date delivered if by personal delivery; (b) on the date of transmission with a sent confirmation if by email; and (c) on the date upon which the return receipt is signed or delivery is refused, or the notice is designated by the postal authorities as not deliverable, as the case may be, if mailed. 12.13. Waiver of Tender. Formal tender of an executed deed and the Purchase Price each is hereby waived. 12.14. Delivery by Facsimile or PDF. This Agreement, the agreements referred to in this Agreement, and each other agreement or instrument entered into in connection with this Agreement, to the extent signed and delivered by means of emailed PDF, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. No party to this Agreement or to any such agreement or instrument shall raise the use of email to deliver a signature or the fact that any signature or agreement or instrument was transmitted through the use of email as a defense to the formation or enforceability of a contract and each such party forever waives any such defense. [SIGNATURE PAGE TO FOLLOW] 14 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed, as of the day and year first above written. SELLER: PURCHASER: William Ashwood City of Canton By: Ei ( , J�=By: 14� Q( WA 6%—rJ William Ashwoo ent 9. Mcl) ell, Its Mayor EXHIBIT A The East 74.22 feet of Lots Numbered Seven(7) and Eight(8) in Homewood Addition to the City of Canton, situated in the County of Fulton, in the State of Illinois. Common Address: 603 W. Chestnut Street, Canton, IL 61520 PIN: 09-08-28-408-023 •auON 9119IHXH