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HomeMy WebLinkAboutResolution #3503 RESOLUTION NO. 3503 A RESOLUTION AUTHORIZING THE PURCHASE BY THE CITY OF CANTON OF THE REAL ESTATE AND IMPROVEMENTS LOCATED AT THE SOUTHWEST CORNER OF THE PUBLIC SQUARE OF CANTON FROM THE NORWEST BANK ORGANIZATION WHEREAS, the Norwest Bank organization has determined that it wishes to sell its real estate located at the southwest corner of the public squaze in Canton, Illinois, and, WHEREAS, the property consists of all of the real estate known generally as Lots 19 and 22, also 44.55 feet of even width (east and west) immediately east of said Lot 22 of Nathan Jones' First Addition to the City of Canton, and which is commonly referred to as 2 North Main Street in said city, and, WHEREAS, the bank as seller has established that it will sell said real estate and other property as hereinafter specified for the sum of Six Hundred Seventy Five Thousand Dollazs ($675,000) on the following terms: One Hundred Seventy Five Thousand Dollazs ($175,000) at the time of closing and the balance of Five Hundred Thousand Dollars ($500,000) to be financed by Norwest at 4.95 % interest for a term of three yeazs from the date of closing, with no penalty for prepayment and, WHEREAS, in addition to the real estate, the seller will include all of the furniture which it now has in said facility, and also the telephone system to be included in the sale, and, WHEREAS, it is contemplated that the sale will be closed during the summer of 2000 dependent upon the date when the bank is able to relocate its operations to 245 North Main Street, Canton and WHEREAS, it will be necessary for formal documents to contract for, and consummate said sale, which must be approved by the attorneys for both parties, NOW THEREFORE, be it RESOLVED by the City Council of the City of Canton, Fulton County, Illinois as follows: 1. That the City of Canton shall purchase the real estate of the Norwest Bank located at the southwest corner of the Canton public square and commonly known as 2 North Main Street in said city, including all of the real estate and improvements, which appeaz to be legally known as Lots 19 and 22, also the 44.55 feet of even width (east and west) immediately east of said Lot 22 of Nathan Jones' First Addition to Canton for the total sum of Six Hundred Seventy Five Thousand Dollars ($675,000). [It is understood that this legal description is based upon plat maps. An exact legal description will be utilized in all legal documents contemplated hereunder.] 2. That said purchase price shall be paid as follows: One Hundred Seventy-five Thousand Dollars ($175,000) to be paid at the time of closing and the balance of Five Hundred Thousand Dollars to be financed by Norwest Bank to the City at the rate of interest of 4.95 % per annum on the unpaid balance, to be payable over a three year period, with no penalty for prepayment. 3. That included within the sale shall be all office furniture of the seller now within said building and the telephone system. 4. That said closing shall occur as reasonably proximate as possible to the date when Norwest moves its banking operations from 2 North Main Street to 245 North Main Street in Canton. 5. That said purchase and sale shall be subject to the written approval of the legal documents involved by the attorneys for both parties. 6. That Norwest Bank shall be allowed to remove any of its exterior signage from the walls of the building at 2 North Main Street. 7. That said sale shall be subject to the terms of any leases which Norwest Bank has with any tenants of said building. PASSED by the City Council of the City of Canton, Fulton County, Illinois, at a regular meeting this 1st day of February , 2000 upon a roll call vote as follows: AYES: Aldermen. May, Shores , Meade, Phillips , Sarff , Hartford, Molleck, NAYS: None, ABSENT: Alderm~ Nidiffer, ABSENT: [Mayor Donald E. Edwards did not participate in discussion or voting on this matter because his son, Bruce, is vice president of Canton's Norwest Bank.] APPROVED: gym' Sar ,Mayor Pro Tem Attest: ~ ~ ~~ PURCHASE AGREEMENT 1. PARTIES. This purchase agreement ("Purchase Agreement") is made on 19 , by and between WELLS FARGO PROPERTIES, INC., as agent for Norwest Bank Illinois, National Association, ("SELLER"), and City of Canton, of 210 E. Chestnut, Canton, IL 61520, ("BUYER"). 2. OFFER/ACCEPTANCE. Buyer offers to purchase and Seller agrees to sell the real property legally described on Exhibit A ("Real Property"), located at 2 North Main, City of Canton, County of Fulton, State of Illinois. 3. ACCEPTANCE DEADLINE. This offer to purchase, unless accepted sooner, shall be null and void at 11:59 P.M. February 9, 2000, and in such event all Earnest Money, as defined below, shall be refunded to Buyer. 4. PERSONAL PROPERTY INCLUDED IN SALE. The items of personal property that are presently on site and used in the operation of the Real Property are included in this sale. Bank equipment and bank fixtures are specifically excluded from the sale. Upon delivery of the deed, Seller shabll also deliver a bill of sale for the Personal Property. 5. PRICE AND TERMS. The price for the Real Property and Personal Property included in this sale is Six Hundred, Seventy-Five Thousand and no/100 Dollars ($675,000.00) which Buyer shall pay as follows: deposit of zero and no/100 Dollars ($0~ ("Earnest Money"), One Hundred , Seventy- Five Thousand and no/100 Dollars ($175,000.00) cash on the date Seller provides the Buyer a general warranty deed conveying title to the Real Property and a bill of sale for the Personal Property ("Date Of Closing"), and the balance to be paid over a period of three (3) years with interest at the rate of 4.95% per annum on the unpaid balance. (A) The Date of Closing shall occur thirty (30) days after the Seller gives the Buyer Notice, as defined in Article 15, of such. The estimated Date of Closing is September 1, 2000; in no event shall it be after December 31, 2000. (B) Under all circumstances, if the Date of Closing has not occurred by January 1, 2001, this Purchase Agreement will be null and void, and if the Buyer is not in default under this Purchase Agreement, the Earnest Money will be returned to the Buyer in exchange for a quit claim deed. (C) The Buyer acknowledges that the price is reflective of the Real Property not being used as a financial institution. (D) The Seller may operate the ATM presently located in the vestibule of the building on the Real Property for a period of ten (10) years starting on the Date of Closing. Seller may cease operating the ATM thirty (30) days after giving Notice of its intent to do so. If the Seller ceases to operate the ATM, it must remove the ATM and make all repairs to the Real Property reasonably necessitated as a result of damage caused by such removal. Such removal and repairs must be made within thirty (30) days of the date Seller ceases to operate PAGE 1 the ATM. (E) The ,Buyer will assume all tenant leases listed on Exhibit B. 6. DEED/MARKETABLE TITLE. Upon performance of Buyer, Seller shall execute and deliver a general warranty deed, conveying marketable title, subject to: (A) Building and zoning laws, ordinances, state and federal regulations. (B) Restrictions relating to use or improvement of the property without effective forfeiture provisions. (C) Reservation of any mineral rights by the State in which the Real Property is located. (D) Utility and drainage easements which do not interfere with existing improvements. (E) If the Buyer is intending to use the Real Property as a fmancial institution a deed restriction prohibiting the Real Property from being used for the operation of a financial institution for six (6) months after the Date of Close. (F) If the Buyer is not intending to use the Real Property as a financial institution, a deed restriction prohibiting the Real Property from being used for the operation of a financial institution for ten (10) years from the Date of Close. 7. REAL ESTATE TAXES AND SPECIAL ASSESSMENTS. Real estate taxes due and payable in and for the year of closing shall be prorated between Seller and Buyer on a calendar year basis to the actual date of closing. Buyer and Seller shall prorate as the Date of Closing all installments of special assessments certified for payment with the real estate taxes due and payable in the year of closing. Buyer shall assume all other special assessments levied as of the date of this agreement. Buyer shall pay special assessments pending as of the date of this agreement for improvements that have been ordered by the city council or other governmental assessing authorities. Buyer shall pay real estate taxes due and payable in the year following closing and thereafter and any unpaid special assessments payable therewith and thereafter, the payment of which is not otherwise provided herein. Seller makes no representation concerning the amount of future real estate taxes or of future special assessments. 8. DAMAGES TO REAL PROPERTY. If the Real Property, as improved, is substantially damaged prior to closing, this Purchase Agreement shall terminate and the earnest money shall be refunded to Buyer. If the Real Property is damaged materially but less than substantially prior to closing, Buyer may rescind this Purchase Agreement by notice to Seller within twenty-one (21) days after Seller notifies Buyer of such damage, during which twenty-one (21) day period Buyer may inspect the Real Property, and in the event of such rescission, the earnest money shall be refunded to Buyer. PAGE 2 9. CONDITION OF PROPERTY. The property is being sold "AS IS" with no expressed or implied representations or warranties by Seller as to physical condition, quality of construction, workmanship, or fitness for any particular purpose. The Seller shall provide the Buyer with a copy of any boundary surveys and environmental surveys that it has in its possession. 10. BUYER INSPECTION. Buyer shall be allowed thirty (30) days from the date of this Purchase Agreement to inspect the property ("Inspection Period"), including inspection by contractors or experts selected by Buyer and including review of building and zoning laws. If such inspections are not satisfactory to Buyer, in Buyer's sole discretion, then Buyer may elect to terminate this Agreement by giving the Seller written notice of such election prior to 5:00 P.M. on the last day of the Inspection Period. If the Buyer elects to terminate this agreement under this provision and has given Seller timely notice of such election all earnest money will be refunded to the Buyer. 11. BUYER'S INDEMNATION OF SELLER. Buyer shall indemnify Seller and hold Seller harmless from and against any claims or actions and all related expenses arising out of Buyer's or Buyer's agents' actions in performing the activities described in this Purchase Agreement. 12. POSSESSION. Seller shall deliver possession of the property not later than 11:59 P.M. on the Date of Closing. All charges for fuel oil, liquid petroleum gas, city water, city sewer, electricity, and natural gas shall be prorated between the parties as of the Date of Closing. 13. EXAMINATION OF TITLE. Within a reasonable time after acceptance of this Purchase Agreement Seller shall elect to provide Buyer, and furnish Buyer with, either a Commitment for Title Insurance or an Abstract of Title or a Registered Property Abstract certified to date including proper searches covering bankruptcies and State and Federal judgments, liens, and levied and pending special assessments. (A) If the Seller elects to provide the Buyer with a Commitment for Title Insurance, Buyer shall have thirty (30) business days after receipt of the Commitment for Title Insurance to provide Seller written objections. Buyer shall be deemed to have waived any title objections not made within the applicable thirty (30) day period, except that this shall not operate as a waiver of Seller's covenant to deliver a general warrant deed, unless a warranty deed is not specified above. (B) If the Seller elects to provide the Buyer with an Abstract of Title, or a Registered Property Abstract, Buyer shall have thirty (30) business days after receipt of the Abstract of Title or Registered Property Abstract either to have a Buyer's attorney examine the title, and provide Seller with written objections or, at Buyer's own expense, to make an application for a Title Insurance Policy and notify Seller of the application. If the Buyer elects to make an application for a Title Insurance Policy, Buyer shall have ten (10) business days after receipt of the Commitment .for Title Insurance to provide Seller with a copy of the Commitment and written objections. Buyer shall be deemed to have waived any title objections not made within the applicable ten (10) day period, except that this shall not operate as a waiver of Seller's covenant to deliver a general warrant deed, unless a warranty deed is not specified above. PAGE 3 14. TITLE CORRECTIONS AND REMEDIES. Seller shall have 120 days from receipt of Buyer's written title objections to make title marketable. Upon receipt of Buyer's title objections, Seller shall, within ten (10) business days, notify Buyer of Seller's intention to make title marketable within the 120-day period. Liens or encumbrances for liquidated amounts which can be released by payment, or escrow from proceeds of closing, shall not delay the closing. Cure of the defects by Seller shall be reasonable, diligent, and prompt. Pending correction of title, all payments required herein and the closing shall be postponed. (A) If Seller does not give notice of intention to make title marketable Buyer may: 1. Proceed to closing, or 2. Declare this Agreement null and void by notice to Seller, neither party shall be liable for damages hereunder to the other, and earnest money shall be refunded to Buyer. (B) If notice is given and Seller makes title marketable, then upon presentation to Buyer of documentation establishing that title has been made marketable, and if not objected to in the same time and manner as the original title objections, the closing shall take place within ten (10) business days or on the scheduled closing date, whichever is later. (C) If notice is given and Seller proceeds in good faith to make title marketable but the 120-day period expires without title being made marketable, Buyer may: Proceed to closing, or 2. Declare this Agreement null and void by notice to Seller, neither party shall be liable for damages hereunder to the other, and earnest money shall be refunded to Buyer. (D) If notice is given but the 120-day period expires without title being made marketable due to Seller's failure to proceed in good faith, Buyer may seek, as permitted by law, any one or more of the following: Proceed to closing. 2. Declare this Agreement null and void by notice to Seller, neither party shall be liable for damages hereunder to the other, and earnest money shall be refunded to Buyer. 3. Seek damages from Seller including costs and reasonable attorney's fees, as permitted by law. PAGE 4 (E) If title is marketable, or is made marketable as provided herein, and Buyer defaults in any of the agreements herein, Seller may elect either of the following options, as permitted by law. 1. Cancel this contract as provided by statute and retain all payments made thereunder as liquidated damages. 2. Seek specific performance within six months after such right of action arises, including costs and reasonable attorney's fees, as permitted by law. (F) If title is marketable, or is made marketable as provided herein, and Seller defaults in any of the agreements herein, Buyer may, as permitted by law: 1. Seek damages from Seller including costs and reasonable attorney's fees. 2. Seek specific performance within six months after such right of action arises. 15. NOTICES. All notices required herein shall be in writing and delivered personally or sent by United States mail, postage paid, certified and return receipt requested, to the address shown in Article 1 above and, if mailed, are effective as of the date of mailing. 16. LAW. This contract shall be governed by the laws of the State in which the Real Property is located. 17. CLOSING. Closing shall take place at the office of the Seller or such other place mutually agreed upon by the parties. 18. ADDENDA. Attached are -0- addenda which are made a part of this Purchase Agreement. PAGE 5 TIME IS OF THE ESSENCE FOR ALL PROVISIONS OF THIS CONTRACT. I agree to sell the property for the price and terms and conditions set forth above. I agree to purchase the property for the price and terms and conditions set forth above. WELLS FARGO PROPERTIES, INC. as agent for Norwest Bank Illinois, N.A. 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