HomeMy WebLinkAboutOrdinance #4506 - Conveyance of a City Owned Real Estate (920 W. Locust) Pursuant to 65ILCS 5/11-74.4-4 and Accepting Request for Proposal to Acquire Same 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 October 21. 2025. the City Council of such
municipality passed and approved Ordinance #4506 entitled:
AN ORDINANCE APPROVING CONVEYANCE OF CITY OWNED REAL ESTATE BY
CITY OF CANTON (920 W. LOCUST STREET, CANTON, IL 61520) PURSUANT TO 65
ILCS 5/11-74.4-4 AND ACCEPTING REQUEST FOR PROPOSAL TO ACQUIRE SAME
The ordinance attached is a true and correct copy of the ordinance adopted by Canton
City Council.
DATED AT CANTON, ILLINOIS, THIS 21st DAY OF OCTOBER, 2025
Seal
ndi Smith-Walters, City Clerk
City of Canton, Illinois
ORDINANCE NO. 4506
AN ORDINANCE APPROVING CONVEYANCE OF CITY OWNED REAL ESTATE BY
CITY OF CANTON (920 W. LOCUST STREET,CANTON, IL 61520) PURSUANT TO 65
ILCS 5/11-74.4-4 AND ACCEPTING REQUEST FOR PROPOSAL TO ACQUIRE SAME
WHEREAS, the City of Canton, Fulton County, Illinois("City"), is a non-home rule unit of
government;
WHEREAS, Section 11-74.4-4(c)of the Illinois Municipal Code (65 ILCS 5/11-74.4-4(c))
authorizes that a municipality may:
Within a redevelopment project area, acquire by purchase, donation, lease or eminent
domain; own, convey, lease, mortgage or dispose of land and other property, real or
personal, or rights or interests therein, and grant or acquire licenses, easements and options
with respect thereto, all in the manner and at such price the municipality determines is
reasonably necessary to achieve the objectives of the redevelopment plan and project. No
conveyance, lease, mortgage, disposition of land or other property owned by a municipality,
or agreement relating to the development of such municipal property shall be made except
upon the adoption of an ordinance by the corporate authorities of the municipality.
Furthermore, no conveyance, lease, mortgage, or other disposition of land owned by a
municipality or agreement relating to the development of such municipal property shall be
made without making public disclosure of the terms of the disposition and all bids and
proposals made in response to the municipality's request. The procedures for obtaining such
bids and proposals shall provide reasonable opportunity for any person to submit alternative
proposals or bids.
WHEREAS, the City currently owns certain real estate, as legally described in Exhibit
A,which is located at or about 920 W. Locust, Canton, IL 61520 (hereinafter the "Real Estate");
WHEREAS, the Real Estate is located within a redevelopment project area in the City,
known as the City of Canton Tax Increment Financing (TIF) District 2 (hereinafter the "TIF
District");
WHEREAS, pursuant to Section 11-74.4-4(c) of the Illinois Municipal Code, the City
issued "Requests for Proposals to Acquire City Owned Real Estate by City of Canton" on or
about September 5, 2025;
WHEREAS, the City received one (1) proposal (the "Proposal") to acquire the Real
Estate, which was provided by Spoon River Rentals, LLC d/b/a 309 Developments, LLC
(hereinafter the"Developer"), and is attached hereto as Exhibit B;
WHEREAS, the corporate authorities have determined that it is in the best interests of the
City to sell the Real Estate to Developer, subject to the terms and conditions set forth herein.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY
OF CANTON, FULTON COUNTY, ILLINOIS AS FOLLOWS:
1. That the Recitals set forth above, and all facts and statements contained therein, are
found to be true and correct and are hereby incorporated and adopted as part of this Ordinance;
2. The Proposal, attached hereto as "Exhibit A," to convey the Real Estate is hereby
ACCEPTED and APPROVED, subject to a negotiated agreement between Developer and the City
containing terms and conditions as deemed satisfactory to the City;
3. The Mayor or his designee, with consultation of the City's legal counsel, is
authorized to negotiate and execute an agreement to sell the Real Estate to Developer, for a sale
price of $5,000.00 plus other customary closing costs, and to take all other reasonable and
necessary actions, in order to sell the Real Estate consistent with the terms of the Proposal and the
terms of this Ordinance;
4. The Mayor or his designee, with consultation of the City's legal counsel, is further
authorized to negotiate a redevelopment agreement to be executed, on terms and conditions as
shall be approved by the corporate authorities by further ordinance, on or before closing on the
sale of the Real Estate;
5. Any Ordinances in conflict with this Ordinance are hereby repealed or otherwise
superseded.
6. 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 21st day of October, 2025.
Ayes: Alderpersons Chamberlin, Grimm, Lovell, Hale, Pickel, Ketcham, Gossett
Nayes: None
Absent: Alderperson Nelson
APPROVED:1�, Zr A-,
Kent X.171cDowell, Mayor
ATT ST:
drea J. S ith-Walters,
ity Clerk
EXHIBIT A
Legal Description
920 W.Locust Street,Canton,Illinois 61520
Tract 1
09-08-28404-001
A Part of the Southeast Quarter of Section 28,Township 7 North, Range 4 East of the Fourth Principal
Meridian in the County of Fulton and State of Illinois, more particularly described as follows and
bearings are for descriptive purposes:
Commencing at the Northwest corner of said Southeast Quarter marked by a drill hold, thence bearing
South 0 degrees 55 minutes 00 seconds West, a distance of 446.31 feet along the West line of said
Southeast Quarter to the Actual Point of Beginning;thence along the Southerly right-of-way line of State
Route 9 for the next four courses, bearing South 89 degrees 05 minutes 00 seconds East, a distance of
25.99 feet;thence bearing North 58 degrees 43 minutes 36 seconds East,a distance of 31.80 feet;thence
bearing South 63 degrees 16 minutes 24 seconds East,a distance of 145.10 feet;thence bearing South 57
degrees 22 minutes 24 seconds East,a distance of 28.50 feet;thence leaving said Southerly right-of-way
line, bearing South 0 degrees 55 minutes 00 seconds West, a distance of 158.62 feet; thence bearing
South 89 degrees 49 minutes 02 seconds West,a distance of 207.81 feet to said west Quarter Section line;
thence bearing North 0 degrees 55 minutes 00 seconds East, a distance of 223.83 feet along said West
Quarter Section line to the Point of Beginning containing 0.990 acres,subject to the rights, if any,of the
public for roadway purposes along the West side of the tract.
Tract 2
09-08-28404-002
Part of the Southeast Quarter, Section 28, Township 7 North, Range 4 East of the Fourth Principal
Meridian, Fulton County, Illinois, being more particularly described as follows: Commencing at the
Northwest corner of said Southeast Quarter marked by a drill hole; thence bearing South 0 degrees 55
minutes 00 seconds West, a distance of 670.14 feet along the West line of said Southeast Quarter to a
point; thence bearing North 89 degrees 49 minutes 02 seconds East, a distance of 207.81 feet to the
Actual Point of Beginning marked by an iron pin;thence bearing North 0 degrees 55 minutes 00 seconds
East,a distance of 158.62 feet to the South right of way line of Illinois State Route 9 marked by an iron
pin; thence bearing South 57 degrees 22 minutes 24 seconds East, a distance of 221.98 feet along said
right of way line to a point marked by an iron pin; thence bearing South 87 degrees 13 minutes 24
seconds East,a distance of 92.40 feet along said right of way line to a point marked by an iron pin;thence
bearing South 0 degrees 50 minutes 36 seconds West,a distance of 33.55 feet along said right-of-way line
to a point marked by an iron pin;thence bearing South 89 degrees 49 minutes 02 seconds West,a distance
of 281.29 feet to the Point of Beginning,containing 0.503 acre.
EXHIBIT B
September 30, 2025
To:
Mayor&City Council
City of Canton
c/o City Clerk's Office
2 North Main Street
Canton, IL 61520 1
Re: Proposal to Acquire City-Owned Real Estate at 920 W. Locust Street (PINs 09-08-28-404-001 and 09-
08-28-404-002)
Offered Price&Terms
• Purchase Price:$5,000(Five Thousand Dollars)
• Terms:Cash at closing
• Contingencies: None
Planned Use
Spoon River Rentals, LLC d/b/a 309 Developments, LLC has no immediate definitive use for the property.
Our initial intent is to assume ownership and responsibility for the site, and to begin progressive clean-
up efforts including:
• Removal of overgrown trees and brush
• Removal of remaining concrete and other debris
• General property improvements to restore marketability
Following clean-up, we would actively market the property to identify a suitable commercial end user
whose proposed development would comply with the City's zoning and land use ordinances.
Site Plan
Given the absence of a definitive end use at this time,we are not submitting a detailed site plan.Our
near-term plan is limited to site clean-up and stabilization as outlined above.Any future development
proposal would be submitted to the City for review in accordance with all applicable requirements.
Project Financials&Incentives
0 Financing:This purchase will be completed with cash funds.
• Incentives: No TIF or BDD funding is requested for this initial acquisition or clean-up. Depending
on the type of development ultimately secured for the site,we may explore project-specific
incentives at that time, in coordination with the City.
Project Team
• Purchaser/Developer:Spoon River Rentals,LLC d/b/a 309 Developments, LLC
• Principal Contact:
Jed Rhoades
Manager,Spoon River Rentals, LLC/309 Developments, LLC
130 N. Main Street,Canton, IL 61520
(309)333-0616
309Developments@gmail.com
Conclusion
We appreciate the City's consideration of this proposal. Our offer represents a guaranteed transfer of
ownership with immediate property clean-up and no upfront public incentive request,while leaving
open the opportunity for productive redevelopment in alignment with City priorities.
Respectfully submitted,
Spoon River Rentals, LLC d/b/a 309 Developments, LLC
By: ��&
Jed Rh a es, Manager
AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY
This agreement for purchase and sale of real property (the "Agreement") is dated as of
January 27, 2026 (the "Effective Date") by and between the City of Canton, an Illinois
municipal corporation (the "Seller"), and Spoon River Rentals LLC, an Illinois limited liability
company doing business as"309 Developments LLC"(the "Purchaser").
1. Sale Agreement. Seller hereby agrees to sell to Purchaser and Purchaser hereby
agrees to purchase from Seller, subject to all of the terms and conditions of this Agreement, the
real property commonly known as 920 W. Locust Street, Canton, Illinois 61520 (Fulton County
Tax Identification Nos. 09-08-28-404-001 and 09-08-28-404-002) and legally described on
Exhibit A attached hereto and incorporated herein, together with all buildings, improvements,
and fixtures located thereon and all privileges, rights, easements, hereditaments and
appurtenances thereunto belonging(the "Real Property"). Seller shall convey merchantable title
to the Real Property to Purchaser by a special warranty deed, 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, except for those title exceptions
accepted by Purchaser pursuant to Section 3.1.1 hereof and the restrictions set forth in Section
4.5.2 (collectively the"Permitted Objections").
2. Purchase Price. The purchase price of the Real Property("Purchase Price")shall
be Five Thousand and No/100 Dollars ($5,000.00), to be paid by Purchaser to Seller in the
following manner:
2.1 Earnest Money. Intentionally Omitted.
2.2 Payment at Closing. The balance of the Purchase Price (in excess of the
Earnest Money, if any) at Closing, plus or minus credits and prorations provided for
herein,by bank wire transfer of collected federal funds.
3. Conditions Precedent. Purchaser's obligations under this Agreement shall be
subject to the following condition precedent being satisfied to the satisfaction of the Purchaser
(or waived by Purchaser in writing):
3.1 Title Commitment and Policy. Seller, at Seller's sole cost and expense,
shall have fourteen (14) calendar days after the Effective Date to provide Purchaser with
a title commitment ("Title Commitment") for an ALTA Form B Owner's Title Insurance
Policy ("Title Policy"), issued by Advocus National Title Insurance Company /
McCarthy & Jackson, LLC or such other reputable title insurance company as may be
designated by the Seller in seller's sole discretion ("Title Insurer"), covering the Real
Property in the amount of the Purchase Price. Purchaser shall pay for any endorsements
or extended coverage to the Title Policy.
Page 1 of 13
3.1.1. Objections to Title of Record. Within ten (10) business days after
the date of Purchaser's receipt of the Title Commitment, Purchaser shall notify
Seller in writing 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 ten (10)
business 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, Seller shall have the right, at its election, to endeavor to cure such
objections to or defects in title set forth therein and shall notify Purchaser of such
election within five (5) business 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 ten (10) business days after
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 and Seller shall immediately return the
Earnest Money to Purchaser. In the event of termination,the parties shall have no
further rights or liabilities under this Agreement.
3.2 Access/Indemnity. Purchaser and 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 any surveys, tests or inspections of the Real
Property. Purchaser shall indemnify, defend, and hold Seller harmless from and against any and
all claims, losses, damages, liabilities,judgments, costs and expenses (including but not limited
to reasonable attorney's fees and court costs) incurred by Seller which relate to or otherwise arise
out of Purchaser's inspections or due diligence activities on the Real Property pursuant to this
Section 3. Purchaser's obligation to indemnify Seller herewith shall survive the Closing or earlier
termination of this Agreement.
3.3 Termination. If all of the conditions set forth in this Section 3 are not satisfied (or
waived in writing by Purchaser) on or before February 28, 2026, then Purchaser may terminate
this Agreement and obtain an immediate return of the Earnest Money by delivering written
notice of termination to Seller on or before February 28, 2026. Except as otherwise set forth
herein, in the event of such termination, the parties shall have no further rights or liability under
this Agreement. In the event this Agreement is not properly and timely terminated by Purchaser
as set forth herein, this Agreement shall continue to be in full force and effect and the Earnest
Money shall be non-refundable.
Page 2 of 13
4_ Closins. In the event that Purchaser does not terminate this Agreement as
provided in Section 3 above the purchase of the Real Property shall be consummated as follows:
4.1 Closing Date. The closing (the"Closing") shall occur on or before March
13, 2026, at time agreed upon by Purchaser and Seller in advance at the office of the Title
Insurer(the"Closing Date").
4.2 Seller's Deliveries. At Closing, Seller shall deliver or cause to be
delivered to Purchaser the following:
4.2.1 Deed. An executed special warranty deed to the Real Property
(required by Section 1 hereof) prepared by Seller and in a form reasonably
acceptable to Purchaser and subject to the restrictions contained in Section 4.5.2.
4.2.2 Title Policy. The Title Policy provided for in Section 3.1 hereof.
4.2.3 ALTA Statement. An executed ALTA Statement in the form
required by the Title Insurer.
4.2.4 Closing Date Certificate. An executed certificate from Seller
certifying that all Seller's representations, covenants and warranties contained in
this Agreement are true and correct as of Closing Date.
4.2.5 Evidence of Authorization. Evidence satisfactory to Purchaser and
the Title Insurer that Seller is authorized to execute this Agreement and proceed
with the transactions provided for herein.
4.2.7 Other Documents. Such other documents, instruments,
certifications and confirmations as may be reasonably required by Purchaser to
fully effect and consummate the transactions contemplated hereby.
4.3 Purchaser's Deliveries. At Closing, Purchaser shall deliver to Seller the
following:
4.3.1 Purchase Price. The Purchase Price, less the Earnest Money, plus
or minus prorations provided for herein.
4.3.2 ALTA Statement. An executed ALTA Statement in the form
required by the Title Insurer.
4.3.4 Evidence of Authorization. Evidence satisfactory to Seller and the
Title Insurer that Purchaser is authorized to execute this Agreement and proceed
with the transactions provided for herein.
Page 3 of 13
4.3.3 Other Documents. Such other documents, instruments,
certifications and confirmations as may reasonably be required by Seller to fully
effect and consummate the transactions contemplated hereby.
4.4 Joint Deliveries. At Closing, Seller and Purchaser shall jointly deliver to
each other the following:
4.4.1 Closing Statement. An executed agreed upon closing statement,
consistent with the terms and conditions set forth herein.
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; provided, however, said documents shall provide
that Seller be responsible for the payment of all state, county and local transfer
taxes.
4.5 Possession/Use.
4.5.1 Closing. Sole and exclusive possession of the Real Property shall be
delivered to Purchaser on the Closing Date.
4.5.2 Use. The Real Property shall be transferred subject to a restriction
that it may only be used for commercial and/or industrial purposes, consistent with the
ordinances of the City of Canton, including without limitation zoning ordinances, unless
otherwise permitted in writing by the City.
4.6 Property Taxes/Assessments. All installments of real property taxes on
the Real Property which are due and owing on or prior to the Closing Date shall be paid
by Seller prior to or at Closing. Purchaser shall be responsible for all real property taxes
and assessments due after the Closing Date.
4.7 Closing Costs. Seller shall pay the following costs: Seller's attorney's
fees, one-half of any closing fee, the insurance premium for the title policy issued
pursuant to the commitment for title insurance required by Section 3.1 hereof, any state,
county or local transfer taxes. Purchaser shall pay the following costs: Purchaser's
attorney's fees, any premium for extended coverage or any additional endorsements to
the title policy, all costs for the due diligence activities described in Section 3.1 hereof,
one-half of any closing fee and recording fees for recording the deed.
4.9 Brokerage/Transaction Coordination Fees. Purchaser represents to Seller
that no transaction coordinator or real estate broker has been engaged by Purchaser. Seller
represents to Purchaser that no transaction coordinator or real estate broker has been
engaged by Seller. Each party(the "Indemnifying Party") agrees to indemnify and hold
the other harmless against any fees due to any transaction coordinator, real estate broker
Page 4 of 13
or similar person or entity claiming to have been engaged by the Indemnifying Party with
regard to this transaction.
4.10 Utility Expenses. All utility expenses for the Real Property which are due
and owing on or prior to the Closing Date shall be paid by Seller prior to or at Closing.
All utility expenses for the Real Property that cannot be paid on or prior to the Closing
Date shall be prorated as of the Closing Date based on the meter reading on that date (or
as close to that date as possible by the utility company), and Seller shall give Purchaser a
credit at closing for the amount so calculated as due by Seller.
5. Seller's Representations, Warranties and Covenants. Seller hereby represents,
covenants and warrants that, as of the date hereof (which representations, covenants and
warranties shall,except as limited by the special warranty deed, survive closing in all instances):
5.1 Ownership. Seller is the sole owner of and has good and merchantable fee
simple title to the Real Property, free and clear of all liens, encumbrances, easements,
covenants, restrictions, dedications or rights-of-way, or other matters affecting title to the
Real Property or use of the Property, except the Permitted Objections and other matters
approved in writing by Purchaser.
5.2 Due Organization and Authority.
5.2.1 Seller is duly formed and validly existing non-home rule Illinois
municipality.
5.2.2 Seller has all requisite power and authority and is fully authorized
(pursuant to all necessary action) to enter into this Agreement and perform the
obligations under this Agreement and to carry out the transactions contemplated
hereby. Neither the execution or delivery of this Agreement nor the consummation
of the transactions provided for herein or the fulfillment of the terms and
conditions hereof shall result in a breach of any terms, conditions or provisions or
constitute a default under, with or without giving notice or lapse of time or both,
or conflict with any provision of law or of Seller's organizational documents or of
any other agreement, indenture or instrument to which Seller is a party or by
which it is bound.
5.3 Liens, Liabilities and Leases. Except for the Permitted Objections, the
Real Property is not subject to any liens, encumbrances, security interests, liabilities,
easements, covenants, restrictions, dedications, rights-of-way, leases or judgments of any
kind whatsoever.
5.3.2 Purchaser shall be responsible for all debts, claims, contracts and
liabilities in any way connected with the conduct of its operations on the Real
Property after the Closing Date.
Page 5 of 13
5.4 Notice of Litigation or Violation. Seller has received no notice, nor has
Seller any knowledge, of any actions or claims filed or threatened by anyone against the
Real Property in connection with any injury or damage sustained incidental to the use or
occupancy of the Real Property. Seller knows of no violation of any federal, state, county,
or municipal law, ordinance, order, rule or regulation affecting the Real Property, and
Seller has received no notice of any such violation issued by any governmental authority.
Except as expressly set forth in this Section 5, Seller makes no representation, express or
implied, at law or in equity, with respect to the Real Property or any liabilities or operations of
same, and any such other representations are hereby expressly disclaimed.
6. Purchaser's Representations, Warranties and Covenants. Purchaser hereby
represents, covenants and warrants that, as of the date hereof(which representations, covenants
and warranties shall, except as limited by the special warranty deed, survive closing in all
instances):
6.1 Purchaser is duly formed and validly existing Illinois limited liability
company.
6.2 Purchaser 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 Purchaser has been duly authorized to sign on behalf of
Purchaser. The execution, delivery and performance of this Agreement have been duly
authorized and no other action, consent, or approval of Purchaser or any other person or
entity is necessary. This Agreement has been duly executed and delivered by Seller, and
this Agreement is a valid and binding obligation of Purchaser, enforceable against it in
accordance with its terms.
7. CONDITION OF PROPERTY. THE REAL PROPERTY IS BEING, AND
SHALL BE, CONVEYED TO PURCHASER ON AN "AS-IS, WHERE-IS" BASIS WITH
ALL FAULTS AND WITHOUT (EXCEPT TO THE EXTENT EXPRESSLY SET FORTH IN
SECTION 5 ABOVE) ANY REPRESENTATIONS OF ANY KIND OR NATURE, EXPRESS
OR IMPLIED, ORAL OR WRITTEN, MADE BY SELLER OR ANY AGENT, EMPLOYEE,
REPRESENTATIVE, PARTNER OR PROPERTY OR ASSET MANAGER OF SELLER
(COLLECTIVELY, THE "SELLER PARTIES") WITH RESPECT TO THE PHYSICAL,
ENVIRONMENTAL, FINANCIAL OR OTHER CONDITION OF THE REAL PROPERTY OR
WITH RESPECT TO THE EXISTENCE OF HAZARDOUS, DANGEROUS OR TOXIC
SUBSTANCES, MATERIALS OR WASTES AT, IN, UPON OR UNDER THE REAL
PROPERTY.
EXCEPT TO THE EXTENT EXPRESSLY PROVIDED IN SECTION 5 ABOVE,
SELLER HAS MADE AND HEREBY MAKES NO REPRESENTATION WHATSOEVER
AND HEREBY DISCLAIMS ANY IMPLIED WARRANTY REGARDING THE FITNESS
Page 6 of 13
FOR PARTICULAR PURPOSE, QUALITY OR MERCHANTABILITY OF THE REAL
PROPERTY.
PURCHASER HEREBY ACKNOWLEDGES AND AGREES THAT IT IS
PURCHASING AND SHALL ACCEPT TITLE TO THE PROPERTY ON AN "AS-IS,
WHERE-IS" BASIS WITH ALL FAULTS AND WITH NO REPRESENTATIONS OF ANY
KIND OR NATURE, EXPRESS OR IMPLIED, ORAL OR WRITTEN, MADE BY SELLER
OR ANY SELLER PARTY WITH RESPECT TO ANY IMPLIED WARRANTY OF FITNESS
FOR A PARTICULAR PURPOSE, QUALITY OR MERCHANTIBILITY, WITH RESPECT TO
THE PHYSICAL OR OTHER CONDITION OF THE PROPERTY OR WITH RESPECT TO
THE EXISTENCE OF HAZARDOUS, DANGEROUS OR TOXIC SUBSTANCES,
MATERIALS OR WASTES AT, IN, UPON OR UNDER THE PROPERTY, EXCEPT TO THE
EXTENT EXPRESSLY PROVIDED IN SECTION 5 ABOVE.
PURCHASER, WITH ITS COUNSEL, HAS FULLY REVIEWED AND APPROVED
THE DISCLAIMERS, WAIVERS AND RELEASES SET FORTH IN THIS AGREEMENT.
8. General Release: Upon delivery of the Deed at Closing, Purchaser, on its own
behalf as well as on behalf of its partners, affiliates, parents, subsidiaries, predecessors,
successors, officers, directors, members, managers, shareholders, agents, attorneys, employees,
and contractors, releases, acquits and forever discharges the Seller, and its predecessors, City
Council members, Mayor, City Clerk, appointed and elected officials, officers, attorneys,
insurers, agents, employees, and contractors (collectively the "City") from any and all claims,
causes of action, suits, debts, sums of money, liabilities, obligations, controversies, damages,
judgments, and demands of whatever nature including, but not limited to, any rights or claims
under the Comprehensive Environmental Response Compensation and Liability Act, 42
U.S.C. 9601, et seq., as amended, the Resource Conservation and Recovery Act, 42 U.S.C. 6901,
et seq., as amended, the Illinois Environmental Protection Act, 415 ILCS 511, et seq., and any
other laws or regulations relating to environmental conditions or the presence of hazardous
substances or contaminants at or related to the Real Property.
This general release specifically includes claims that Purchaser might not now know
or expect to exist in its favor at the date hereof, even if knowledge of such claims might have
otherwise materially affected the granting of this general release. Purchaser represents and
warrants that this general release is executed and delivered by it based upon its independent
analyses of the facts and circumstances. Purchaser specifically acknowledges that such facts
might hereafter prove to be different from the facts that are known or believed to exist.
Purchaser expressly assumes the risk that any state of facts might be different from those
thought to exist by it or that such state of facts might hereafter change. Purchaser agrees that
the terms of this general release will be binding in all respects notwithstanding any mistake of
existing facts or subsequent change of facts, and this general release will not be subject to
termination or rescission for any reason whatsoever.
Page 7 of 13
This general release shall not apply to any claims to enforce the terms of this
Agreement.This general release shall survive the Closing indefinitely.
Purchaser further represents that it has consulted an attorney for purposes of
reviewing this entire Agreement, including but not limited to this general release section,
or Purchaser has otherwise knowingly waived its opportunity to do so, and further
represents that Purchaser has read and understands the terms and conditions of this
Agreement and is entering into it voluntarily,without coercion,and knowingly.
9. Default. If Seller wrongfully refuses to close the sale of the Real Property to
Purchaser after (7) days written notice from Purchaser or is unable to close the sale of the
Property under the terms of this Agreement after seven (7) days written notice from Purchaser,
the same shall constitute a breach of this Agreement and Purchaser shall be entitled to all
remedies under Illinois law at the time of the breach, including, without limitation, termination
of this Agreement and return of any Earnest Money; specific performance, with the rights, but
not the obligation,to perform Seller's covenants and agreements hereunder and to deduct the cost
and expense of such performance from the Purchase Price payable hereunder; and the right to
recover as an element of its damages, reasonable attorney's fees and court costs and all other
damages that Purchaser will suffer as a result of Seller's breach or default hereunder. If Purchaser
wrongfully refuses to close the purchase of the Real Property and pay the Purchase Price to
Seller after seven (7) days written notice from Seller, the same shall constitute a breach of this
Agreement and Seller shall be entitled to termination of this Agreement and the right to keep the
Earnest Money as its sole remedy herein.
10. Casualty. If the building and improvements forming a part of the Real Property
are damaged or destroyed by fire or other casualty from and after the date hereof and such
damage cannot be repaired to the reasonable satisfaction of Purchaser within thirty (30) days
thereafter as determined by Purchaser after consultation with Seller, Purchaser shall have the
right to either (i) accept the damaged Real Property without abatement of the Purchase Price or
(ii) terminate this Agreement. If Purchaser accepts the Real Property, any insurance or other
settlement proceeds collected by Seller(less all reasonable costs and expenses, including without
limitation, attorney's fees, expenses and court costs, incurred by Seller to collect such proceeds),
shall be credited to Purchaser on account of the Purchase Price. If Purchaser terminates this
Agreement, any Earnest Money shall be returned to Purchaser and the parties shall have no
further rights or liabilities under this Agreement. If it is determined that the damage to the
buildings and improvements forming a part of the Real Property can be repaired as aforesaid
within said thirty (30) day period, Seller shall promptly commence and diligently proceed with
the completion of such repairs to the extent of available insurance proceeds therefor (it being
recognized that Seller shall be entitled to collect for its own account and use in such work any
and all insurance or other settlement proceeds). If such work cannot be completed or a proposed
claim adjustment for insurance proceeds is not completed by the Closing Date anticipated
hereunder, then the Closing Date shall be extended by the parties hereto by the number of days
required for Seller to complete such work or obtain a final claim adjustment.
Page 8 of 13
11. 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 date
hereof, 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 any 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
Price all awards therefor collected by Seller (less all reasonable costs and expenses, including,
without limitation, attorney's fees, expenses and court costs incurred by Seller to collect such
awards).
12. Miscellaneous. It is further understood and agreed as follows:
12.1 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.
12.2. Assignment. Purchaser shall not assign its rights under this Agreement
without the prior written consent of Seller.
12.3. Severability. If any provision of this Agreement shall be held to be void
or unenforceable for any reason, the remaining terms and provisions hereof shall not be
affected thereby.
12.4. Time. Time is of the essence of this Agreement.
12.5. Binding Effect. The provisions of this Agreement shall inure to the benefit
of and bind the successors and assigns of the parties hereto.
12.6 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 hereunder, provided that
said waiver shall be in writing and executed by the party waiving the requirement.
12.7. lnte rah ted A erg ement. This Agreement constitutes the entire agreement
between Purchaser and Seller relating to the purchase of the Property, and there are no
agreements, understandings, restrictions,warranties or representations between Purchaser
and Seller other than those set forth herein.
Page 9 of 13
12.8. Choice of Law. It is the intention of Seller and Purchaser that the laws of
Illinois shall govern the validity of this Agreement, the construction of its terms and
interpretation of the rights and duties of Purchaser and Seller.
12.9. Notices.
12.9.1 All notices, requests and other communications required or
permitted by this Agreement shall be in writing and may be (1) personally
delivered, including by any nationally recognized courier service such as Federal
Express, (ii) mailed by certified or registered mail with first class postage prepaid
and a return receipt requested, or (iii) sent by electronic mail transmission ("E-
Mail") with delivery confirmation. "Business Day" shall mean any day of the
year, other than Saturday, Sunday or a state or federal holiday observed in the
place of sending or delivery of a notice, request or other communication required
or permitted under this Agreement.
12.9.2 A notice (i) delivered personally will be deemed received on the
date delivered or refused, (ii) mailed will be deemed received 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, (iii) E-Mailed will
be deemed received on the date of delivery to the recipient thereof if received
prior to 5:00 p.m. local time in the place of delivery and such day is a Business
Day in the place of delivery, otherwise any such notice, request or communication
shall be deemed not to have been delivered until the next succeeding Business
Day in the place of delivery.
12.9.3 All notices under this Agreement shall be addressed to the parties as
follows:
If to the Seller:
City of Canton
Attn: Kent A. McDowell,Mayor
2 N. Main Street
Canton, IL 61520
kmcdowel l(&cantoncityhall.ore
Copy to:
Davis &Campbell L.L.0
Attn: Christopher J.Jump
401 Main St., Suite 1600
Peoria, IL 61602
cj jumpfc�dcamplaw.com
Page 10 of 13
If to the Purchaser:
Spoon River Rentals LLC
Attn: Jed Rhoades, Manager
130 N. Main Street
Canton, IL 61520
309developments(�ginail.com
or to such other address as any party may designate by notice complying with the terms
of this Section 12.9.
12.10 Waiver of Tender. Formal tender of an executed deed and the Purchase
Price each is hereby waived.
12.11 Attorneys Fees. In the event Seller or Purchaser should find it necessary
to retain an attorney for the enforcement of any of the provisions hereof occasioned by
the fault of the other party, the prevailing party shall be entitled to recover reasonable
attorneys fees and court costs incurred as a result thereof, whether said attorneys fees are
incurred for the purpose of investigation, negotiation, trial, appellate proceedings or other
legal services.
12.12 Delivery by Facsimile or PDF. This Agreement, the agreements referred
to herein, and each other agreement or instrument entered into in connection with this
Agreement, to the extent signed and delivered by means of a facsimile machine or by
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 hereto or to any such
agreement or instrument shall raise the use of a facsimile machine or email to deliver a
signature or the fact that any signature or agreement or instrument was transmitted
through the use of a facsimile machine or email as a defense to the formation or
enforceability of a contract and each such party forever waives any such defense.
[The remainder of this page intentionally left blank.]
Page 11 of 13
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed, as of
the Effective Date.
PURCHASER: SELLER:
Spoon River Rentals LLC City of Canton
B : . 1/" v
Y
J iah T.Rhoades, Manager ent A. McDowell, Yor
`� .�� or .�/k��i? G,,� �i,..l A.— �w.•c,`t�P i..�.tc.tf iN �1''„
Pwti�s Si� C.��'r s�o.r /•nrt-A.-� I , kL Ga!`A J P
jR
(Signature page to Agreement for Purchase and Sale of Real Property
between the City of Canton and Spoon River Rentals LLC)
Page 12 of 13
EXHIBIT A
REAL PROPERTY
Tract 1
09-08-284(14-00 t
A Pact of the Southeast Quarter of Section 28.J'ownship 7 North,Range d East of the Fourth Principal
Meridian in the Count) of Fulton and State of Illinois, more particularl+ described as follows and
bcaarings are for descriptive purposes:
Commencing at the Northwest comer of said Southeast Quarter marked by a drill hold,thence bearing
South 0 degrees 55 minutes 00 scconds Wcst, a distance of 446.31 feet alone dte West line of said
Southeast Qltarier to the A.hual Pcint of Beginning;thence along Life Southerly right-of-way line of State
Route 9 for the next four courses,bearing South 89 degr;es 05 minutes 00 seconds East.'a distance of
25.99 feet;thcnce bearing North 58 degrees 43 minutes 36 scconds East,a distance of 31.80 feel;thence
bearing South 63 deems 16 minutes 24 scconds East,a distance of 145 10 feet:thence beating South 57
degree,.22 minutes 24 seconds East_a distance of 28.50 feet;thence leaving bard Southerly right-of-way
line, bearing South 0 degrees 55 minutes 00 second: West. a distance of 158 62 feet, thence bearing
South 89 degrees 49 minutes 02 seconds Wess,a distance nl'207.81 feet to said west Quarter Section line,
thcnce bearing forth 0 degrees 55 minutes 00 seconds East,a distance of 223.83 feet along said West
Quarter Stoctron line to the Point of BcSinrting containing n.99n acres. subject to the riglu6. if any,of the
public for roadway purposes along the West side of the trait.
Tract 2
09LOS-28404-002
Part of the Southeast Quarter, Station 28, Tr'wn:hip 7 North, Range 4 Last of the Fvurih Principal
Metidian. Fulton County, Illinois, being more particularly described as follows: Commencing at the
Northwest corner of-said Southeast Quarter marked by a drill hole; thence bearing South n degrees 55
minutes 00 cecorwis West,a distance of 670.14 feet along the West line of said Southeast Quarter to a
point; thence hearing North 89 degrees 49 minutes 02 scconds East a distance of 207.81 feet to the
Actual Point of Beginning marked by an iron pin;thence bearing North 0 degrres M miruan.nn yr frock
East,a distance of 152.62 feet to the South right of way line of lllinnis State Route 9 marked by an iron
pin; thence bearing South 57 degrees 22 mimrtcs 24 seconds Past, a distance of 221 98 feet along said
right of wav line to a point marked by an iron pin; thence hearing South 87 degrees 13 minutes 24
scconds East,a distance of 92.40 feat along said right of way line to a point nuirked by au iron pin:thence
bearing South 0 degrees 50 minutes 36 scconds West,a distance of 33.55 feet along said right-of-way line
to a point marked by an irnn pin;thence bearing loath 89 degrees 49 minutes 02 seconds West,a distance
of 281,29 feet to the Point of(ieginning,containing 0.503 acre.
Page 13 of 13