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HomeMy WebLinkAbout#5103 RHC Investments & P. Vohb LLC RESOLUTION NO. 5103 A RESOLUTION APPROVING AN ASSIGNMENT OF REAL ESTATE PURCHASE AGREEMENT BETWEEN RHC INVESTMENTS LLC. AND PHILLIPS VOHB LLC-CANTON FACILITY SERIES WHEREAS, on April 18, 2017, the City Council of the City of Canton, Illinois, voted to approve a Real Estate Purchase Agreement between RHC Investments, LLC ("RHC") and the City of Canton regarding the 6.153 acres of the northwest development block of the former International Harvester site; WHEREAS, since that time, it has been determined by RHC that given the property is deemed a Brownfield by the Illinois Environmental Protection Agency, it is in RHC's best interest to assign the property to a separate legal entity identified as Phillips VOHB LLC-Canton Facility Series ("VOHB"), which has the same ownership as RHC; WHEREAS, the Real Estate Purchase Agreement allows RHC to assign the Agreement with the City's approval; and WHEREAS,the City Council has determined that it is in the best interests of the citizens of Canton to agree to the assignment of the Real Estate Purchase Agreement between RHC Investments, LLC and Phillips VOHB LLC-Canton Facility Series. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF CANTON, ILLINOIS, AS FOLLOWS: 1. That the Assignment of Real Estate Purchase Agreement related to 6.153 acres on the northwest development block of the former International Harvester site, Canton, Illinois is attached hereto and incorporated herein as Exhibit "A" is hereby approved by the Canton City Council. 2. That the Mayor for the City of Canton, Illinois, or his designee, is hereby authorized and directed to execute said assignment on behalf of the City of Canton. 3. That this Resolution shall be in full force and effect immediately upon its passage by the City Council of the City of Canton, Illinois and approval by the Mayor thereof. 1 NLR Documents/Resolution 04/24/2017 PASSED by the City Council of the City of Canton, Illinois this 25TH day of April 2017. AYES: Aldermen Mayhew, West, Hale, Lovell, Ellis NAYS: None ABSTAIN: Alderman Putrich ABSENT: Alderman Nelson APPROVED: Jeffrey A Fri , ayor 4, . Dt• a Pay ey-`ock, City Clerk 2 NLR Documents/Resolution 04/24/2017 ASSIGNMENT OF REAL ESTATE PURCHASE AGREEMENT FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged,RHC Investments,LLC,an Illinois limited liability company ("Assignor") hereby assigns, transfers and conveys unto Phillips VOHB LLC—Canton Facility Series, a series of an Illinois limited liability company ("Assignee") all of the undersigned's right, title and interest in and to that certain Real Estate Purchase Agreement dated April 18, 2017 ("Agreement") by and between City of Canton,Illinois("Seller")and Assignor. This Assignment of Real Estate Purchase Agreement shall be effective as of the date hereof,and shall entitle Assignee to all of the benefits accruing to Assignor under the Agreement. IN WETNESS WHEREOF,this instrument was executed this day of April,2017. RHC Investments,LLC By: Reginald H.Phillips,Manager ACCEPTANCE OF ASSIGNMENT OF REAL ESTATE PURCHASE AGREEMENT THE UNDERSIGNED,Phillips VOHB LLC—Canton Facility Series, a series of an Illinois limited liability company hereby accepts the foregoing assignment and agrees to assume all obligations of Assignor pursuant to the terms of the Agreement. IN WITNESS WHEREOF,this instrument was executed this day of April,2017. Phillips VOHB LLC—Canton Facility Series By: Reginald H.Phillips,Manager CONSENT TO ASSIGNMENT OF TIP REDEVELOPMENT AGREEMENT THE UNDERSIGNED, the City, hereby consents to the foregoing Assignment and Acceptance of Real Estate Purchase Agreement. Qa WITNESS WHEREOF, this instmment was executed this 25 day of ( peal ,2017. City of Canton,Illinois By: t Mayor, caseiTirtoe ATTEST: �`1�C1' Canton I REAL ESTATE PURCHASE AGREEMENT THIS REAL ESTATE PURCHASE AGREEMENT ("Agreement") is made this /5 day of April, 2017, by and between RHC Investments, LLC, an Illinois limited liability company ("Buyer"), whose address is 2402 18th Street, Charleston, IL 61920, and City of Canton, Illinois ("Seller"),an Illinois municipal corporation,whose address is 2 North Main Street,Canton,Illinois 61520. WITNESSETH WHEREAS, Seller owns 6.153 acres of real estate located in Canton, Illinois, more particularly described on Exhibit "A" attached hereto and by reference made a part hereof, together with all easements, rights of way and appurtenances thereto and all improvements thereon (collectively the"Real Estate"). WHEREAS, Buyer desires to purchase and Seller desires to sell the Real Estate; NOW, THEREFORE, in consideration of the premises and recitals set forth previously herein and in consideration of the mutual covenants hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Purchase Price. The total purchase price for the Real Estate shall be One Hundred Dollars ($100.00) for the Real Estate (the"Purchase Price"). The Purchase Price shall be paid as follows: 1.1 Consideration. In consideration of Ten Dollars ($10.00) paid by Buyer to Seller ("earnest money") upon the parties' execution of this Agreement and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Seller and Buyer hereby agree to the terms of this Contract. 1.2 Payment on Closing. At the Closing, Buyer shall pay the Purchase Price, less credits and pro rations as herein provided, in immediately available funds, to Seller. 1.3 Acceptance Date. The date upon which the last of Buyer or Seller executes this Agreement is the"Acceptance Date." 2. Conditions of Closing. Buyer shall have through the Closing Date within which Buyer may perform its general due diligence responsibilities(the"Due Diligence Period"), including but not limited to: (a) Buyer shall have confirmed that the current zoning classification and/or covenants and/or commitments affecting the Real Estate are sufficient to permit Buyer's anticipated use; (b) Buyer shall have obtained all licenses and approvals necessary for Buyer's anticipated use. Seller will reasonably cooperate with Buyer in all such proceedings to secure such permits and approvals, including filing any applications or actions therefore or joining with Buyer therein; (c) Buyer shall have determined, in its NLR Documents/1H Development 04/18/2017 sole discretion,that the Real Estate is adequate for Buyer's anticipated use;(d)All utilities, including without limitation, water, electric, telephone, gas, sanitary and drainage sewers, are available to the Real Estate at a reasonable cost and in sufficient size and capacity to adequately serve Buyer's anticipated use; (e) Buyer shall have confirmed that the environmental conditions of the Real Estate are reasonably satisfactory to the Buyer. In addition, Seller has provided, and Buyer acknowledges receipt thereof, a draft No Further Remediation ("NFR") letter from the Illinois Environmental Protection Agency ("IEPA") with regard to the Real Estate and will provide the final NFR to Buyer once received from the IEPA. Buyer will cooperate fully with Seller, IEPA, and Navistar, if necessary, to finalize the NFR,including providing information needed to complete the Remedial Action Completion Report, including but not limited to: installation and maintenance (in perpetuity) of engineered barriers noted in the approved draft NFR; construction of building on full concrete slab on grade with all utility openings sealed;proper management and handling of any excess soils from excavations for foundations, footings, or any other purpose; final survey of locations and types of engineered barriers as installed (building; pavement including parking, sidewalks, curbs, patios, etc.; and landscaped engineered barriers consisting of impermeable or permeable geotextile membranes, as appropriate, covered with clean soil fill; landscaped engineered barriers with impermeable membranes will require a drainage system above the membrane); evidence that the proper materials were installed (type of membrane liners, laboratory analytical testing of clean fill, installation parameters and methods and pictures of membrane liners being installed); verify depths of clean fill engineered barrier (survey shots creating a grid that locate the liner after installation and the top of the clean fill-create a table showing this grid and confirmation that depths were obtained); etc.; (I) Buyer shall have received final approval for any and all economic incentives from Seller(including but not limited to Section 11(f) herein below)and the State of Illinois that Buyer deems necessary to utilize the Real Estate, in Buyer's sole discretion; and (g) Buyer confirms or obtains any and all environmental and/or other insurance pertaining to Buyer's intended development or otherwise as determined by Buyer in Buyer's sole discretion. If for any reason,or no reason at all,Buyer chooses to not proceed with the purchase prior to the end of the Due Diligence Period, Buyer shall so notify Seller, and the earnest money shall be promptly returned to Buyer and the parties shall be relieved from all further liability or obligation under this Contract. 3. Survey. Within twenty (20) days from the Acceptance Date, Seller, at Seller's expense, shall deliver to Buyer a survey of the Real Estate which shall comply with Minimum Standard Detail Requirements for ALTA Land Title Surveys (the "Survey"). The legal description of the Real Estate shown on the Survey shall be attached as Exhibit "A"to the Deed. If within the Due Diligence Period Buyer determines that the Survey is not satisfactory to Buyer in its sole discretion, Buyer may terminate this Agreement. If Seller fails to deliver to Buyer the Survey within said twenty (20) day period, the Due Diligence Period shall be extended for each day that passes thereafter until such time as Buyer has received the Survey. 4. Title. Within twenty (20) days from the Acceptance Date, Seller, at Seller's expense shall deliver to Buyer a commitment for an ALTA Owner's Policy of Title Insurance(the"Commitment")prepared by John J.McCarthy,as agent for Attorneys' Title 2 NLR Documents/1H Development 04/18/2017 Guaranty Fund, Inc. (the "Title Company") which shall insure marketable title to the Real Estate(including any appurtenant easements necessary for the full utilization thereof),free and clear of all liens and encumbrances of any nature whatsoever in the amount of $100,000.00 after delivery of the Deed to Buyer from Seller. The expense of the Commitment and premium for the Owner's Policy of Title Insurance shall be paid by Seller. Any endorsements requested by Buyer shall be at Buyer's expense. The Title Company shall furnish Buyer with copies of all recorded documents shown on the Commitment. If Seller fails to deliver to Buyer the Commitment and title exception documents within said twenty (20) day period,the Due Diligence Period shall be extended for each day that passes thereafter until such time as Buyer has received the Commitment and title exception documents. If Buyer has an objection to items disclosed in the Commitment, Buyer shall make written objections to Seller within 15 days after Buyer's receipt of the Survey, the Commitment, copies of all exception documents and all such other instruments. Seller shall then have 15 days from the date such objections are disclosed to cure the same. Seller agrees to utilize reasonable efforts to cure such objections, if any. If the objections are not cured within such time period, or in the event any title objections arise or are discovered after the expiration of the Due Diligence Period, Buyer may (i) terminate this Agreement, (ii) cure such objections on behalf of Seller(and Seller shall reasonably cooperate with Buyer in connection therewith) and Seller shall reimburse Buyer for the cost of such cure, or (iii) waive the uncured objections and close the transaction. 5. Seller's Deliveries. Seller shall, to the extent such documents are in Seller's possession or reasonable control, provide access to the following documents to Buyer within ten(10)days from the Acceptance Date: (i)all environmental inspection reports and tests regarding the Real Estate; (ii) all agreements and reports by and among Seller, the State of Illinois (including, without limitation, the Illinois Environmental Protection Agency), the United States Environmental Protection Agency and/or International Truck and Engine Corporation, (iii) geotechnical, soil, engineering, feasibility, wetlands and other studies and reports regarding the Real Estate; and (iv) governmental consents, approvals, zoning information and permits affecting the Real Estate, including but not limited to, information regarding whether the Real Estate is located in an Enterprise Zone which permits sales tax exemptions on building materials. If Seller fails to deliver to Buyer the documents set forth under this Section 5 within said ten (10) day period, the Due Diligence Period shall be extended for each day that passes thereafter until such time as Buyer has received such documents from Seller. 6. Real Estate and Other Taxes. Seller shall pay all assessments, whether general or special, assessed against the Real Estate prior to Closing. All real estate taxes for the Real Estate assessed for any prior calendar year and remaining unpaid shall be paid by Seller, and all real estate taxes for such Real Estate assessed for the current calendar year shall be prorated between Seller and Buyer on a calendar year basis as of the day of the Closing. Any taxes and assessments not assumed by Buyer shall be paid by Seller at or prior to Closing. NLR Documents/IH Development 04/18/2017 • 7. Condemnation. If at any time after the Acceptance Date: (a) the Real Estate shall be condemned, in whole or in part, or (b) any notice of condemnation shall be given, then Buyer, at its sole option, may terminate this Agreement or waive the same and proceed with the Closing, If Buyer elects to proceed with the Closing, then Buyer may (i)apply the proceeds of any condemnation award to reduce the Purchase Price, or (ii) accept an assignment of such proceeds from Seller without any reduction in Purchase Price. In furtherance of the above, Buyer shall have the right to appear and defend in any such condemnation proceedings in connection with the Real Estate. 8. Right of Entry. On and after the Acceptance Date, Buyer shall have the right to enter and inspect the Real Estate, to permit surveyors, engineers, soil testing companies and other agents to enter upon the Real Estate for the purpose of obtaining surveys, soil tests, inspection reports and other information. Buyer shall indemnify and hold Seller harmless from and against any loss, damage or injury of any nature whatsoever arising as a direct result of Buyer's (or its agents') exercise of the right of entry under this Section 8. Buyer shall notify Seller at least 24 hours prior to any access the Buyer may want to the Real Estate. 9. Closing and Possession. 9.1 Closing. If this offer is accepted as herein provided,the transaction shall be closed (the "Closing") at City Hall, 2 North Main Street, Canton, Illinois, on or before thirty (30) days after Seller's approval and execution of the TIF Redevelopment Agreement and building permit for Buyer's intended development issued and delivered to Buyer by Seller (the "Closing Date"). In the event Buyer's due diligence set forth under this Agreement is not completed by the Closing Date, the Closing Date may be extended by Buyer to such extended Closing Date as determined by Buyer, in Buyer's sole discretion. In the event the transaction does not close on the Closing Date and Buyer does not elect to extend the Closing Date after the initial Closing Date, this Agreement shall be deemed terminated as of the initial Closing Date. Seller shall not agree to or execute any agreements concerning the Real Estate or any portion thereof from the Acceptance Date to the time of the Closing except upon the prior written approval of Buyer. At the Closing, Seller shall execute and deliver to Buyer the following items: (a) A general warranty deed from Seller to Buyer, in a form approved by Buyer(the"Deed") Deed in recordable form conveying the Real Estate to Buyer; (b) An Owner's Affidavit sufficient to cause the Title Company to remove the standard exceptions from the owner's title policy; (c) A certificate reaffirming as of the date of the Closing each and all of the Seller's representations and warranties set forth in this Contract; (d) A Closing Statement; 4 NLR Documents/IH Development 04/18/2017 (e) Documentation indicating Buyer is named as an additional insured on the "Environmental Insurance Policy" (as defined in the Settlement Agreement) and amends the Environmental Insurance Policy to include (i) coverage for Buyer's intended use of the Real Estate as an assisted living facility and/or memory care facility ("Intended Use"), (ii) coverage for such loss Buyer may incur as set forth in Section 10(e)herein below or otherwise and(iii)expiration of the Environmental Insurance Policy to be no less than five (5) years after Buyer receives its license from State of Illinois and otherwise to operate Buyer's intended business on the Real Estate; and (I) Any other instrument as reasonably required or requested by Buyer or the Title Company. At the Closing, Buyer shall pay the balance of the Purchase Price in cash and execute and deliver a Closing Statement, and any other instrument as reasonably required or requested by Seller or the Title Company. Seller and Buyer shall each be responsible for one-half of the Closing costs. 9.2 Possession. Possession of the Real Estate shall be delivered to Buyer at time of the Closing. However, Seller shall have right to enter Real Estate as needed to continue clean up and facilitate obtaining the draft NFR and final NFR;provided at least seventy-two (72) hour prior notice is provided to Buyer and Buyer gives written approval therefor. 10. Buyer's Obligations. Buyer understands and acknowledges that Seller has disclosed that the Real Estate has been designated as a Brownfield site by the U.S. Environmental Protection Agency. During the Due Diligence Period, Seller and Buyer shall enter into a TIF redevelopment agreement(`Redevelopment Agreement")which shall include but not be limited to the following terms: (a) Buyer acknowledges that Seller is currently working with the IEPA to obtain a final NFR and agrees to continue to cooperate with Seller and the IEPA to obtain the final NFR. Buyer acknowledges and Seller agrees to provide access to and/or copies of any and all investigative environmental reports upon Buyer's request to see such documents. (b) Buyer agrees that it will leave the fence around the Real Estate in place during construction if the IEPA requires it to be in place or Buyer will construct a barrier around the property that the IEPA finds is sufficient to prohibit unauthorized access to the property. (c) Buyer acknowledges that engineered barriers will be needed over portions of the Real Estate. Buyer will provide the adequate barriers as required and approved by the IEPA. Buyer acknowledges that it is required to maintain those barriers in perpetuity. 5 NLR Documents/IH Development 04/18/2017 (d) Seller has disclosed and Buyer acknowledges that underground storage tanks were previously located and removed on the Real Estate and that there is a possibility that there are additional tanks that Seller is unaware of Seller has disclosed that any underground storage tanks that are discovered are the responsibility of Navistar. Buyer and Seller agree that they will work with Navistar to clean up any underground storage tank that is discovered during the construction period; provided such clean-up is at no cost or liability to Buyer. (e) Seller has disclosed and Buyer acknowledges that there is residual petroleum contamination in soils remaining at the Real Estate. Buyer shall immediately notify Seller in the event that unknown environmental conditions are discovered at the Real Estate during construction, such as the aforementioned underground storage tanks, underground vaults, soils with unusually strong odors or large amounts of oily contamination,or other unknown conditions. If these conditions are encountered, work shall be halted in the immediate vicinity,at Seller's sole cost and expense for such halting(including such costs incurred or will be incurred by Buyer due to such delay which is estimated to be $2,000.00 per day) until the Seller has evaluated the conditions and determined that work may proceed. In the event Buyer's work cannot proceed within 15 days after such encountering, Seller shall immediately reimburse Buyer (but in any event within thirty (30)days from expiration of said 15 day period) for all costs and expenses incurred by Buyer or Buyer's agent related to the Real Estate, and Buyer will quitclaim the Real Estate to Seller. (f) Buyer shall obtain soil samples of clean fill that will be used as earthen engineered barrier. Buyer shall take soil samples to a NELAP accredited laboratory and have it tested per IEPA requirements. Seller shall provide Buyer with sampling and testing requirements upon request. Buyer is responsible for all costs related to soil sampling and testing. Soil test reports shall be provided to the Seller for their files. (g) Buyer shall provide the Seller with shop drawings/cut sheets and samples of the geomembrane liners (pervious and impervious). (h) Buyer shall provide Seller with a PDF of a topographic survey showing survey shots taken in a grid pattern of the top of the geomembrane liner and the top of the clean fill used as an earthen engineered barrier. Location numbers should be used to identify each location within the grid. (i) Buyer shall provide Seller with documentation in tabular format listing location number, elevation of top of geomembrane liner, elevation of top of clean fill used in earthen engineered barrier, and distance between two elevations. 6 NLR Documents/IH Development 04/18/2017 (j) Buyer shall maintain the integrity of the wall (as agreed to and approved by Seller and Buyer, and commercially reasonable), including a 36" high 2 tube horizontal rail system, on the east side of 2nd Avenue from Elm Street to the southern-most border of the Real Estate where the concrete retaining wall is currently located. Seller acknowledges and agrees no variance will be required for any and all fencing or such other work which may be performed pursuant to this Section 10(j). (k) According to the Illinois Department of Labor's Opinion issued on May 12, 2015, a TIP project is not covered by the Prevailing Wage Act. Therefore, Buyer does not need to require the contractor to pay prevailing wage or provide certified payroll. (1) Seller shall provide to Buyer a"Construction Worker Notification"concerning the contaminants at the Real Estate. Buyer shall provide the "Construction Worker Notification" to their Contractors and Subcontractors that perform subsurface work at the Real Estate, including but not limited to excavation, earth moving, utility installation, etc. The Contractors and Subcontractors shall utilize their own Safety Plans; the"Construction Worker Notification"is not meant to he a substitute for the Safety Plans. (m)Buyer shall properly manage and handle all excess soils that are excavated and not returned to excavations at the Real Estate. Excess soils shall be disposed at a licensed landfill as "Special Waste" soil. Excess soils may also be placed within the cistern existing on the Real Estate, after the Seller has rendered the cistern usable for this purpose. Soils may not be considered "clean fill" for off-site disposal without additional testing that shows that soils meet the TEPA definition of clean fill". 11. Seller's Obligations. Seller shall perform and/or comply with the following obligations(collectively, "Seller's Obligations"), which shall expressly survive the Closing and will also be included in the Redevelopment Agreement: (a) On or before the Closing Date, and during and throughout Buyer's construction period, Seller shall make available to Buyer, without cost to Buyer, 3,000 cubic yards of clean fill and/or dirt to develop the Real Estate. (b) On or before Closing Date, Seller, at Seller's sole cost and expense, shall be responsible for making water, electric, telephone, gas and sanitary and drainage sewers available to the Real Estate in sufficient capacity to adequately serve Buyer's anticipated use. Seller shall confirm that (i) the currently existing storm water drainage system serving the Real Estate has sufficient capacity to serve the Real Estate as will be improved by Buyer, (ii) all storm water from the Real Estate shall drain directly into the currently existing storm water drainage system,and(iii) no storm water from the Real Estate shall be diverted into any other adjacent real estate. 7 NLR Documents/IH Development 04/18/2017 (c) Seller has cleared and removed concrete from the Real Estate prior to the acceptance of this Agreement up to a total cost of$60,000.00 for such removal. (d) Seller shall, at its sole cost and expense, apply for and obtain a NFR from the IEPA and shall supply Buyer with the same when obtained from the IEPA even if the final NFR is received after Closing. Seller's Obligations shall survive the Closing. Seller shall defend and hold harmless Buyer from and against any and all claims, demands, liabilities, damages, suits, actions, judgments, fines, penalties, loss, costs and expenses (including, without limitation, reasonable attorneys' fees) arising or resulting from, or suffered, sustained or incurred by Buyer as a result of Seller's breach of any of Seller's Obligations. (f) On or before Closing, Seller and Buyer shall enter into a TIF Redevelopment Agreement mutually agreeable to the parties and that which will include, but not be limited to giving or reimbursing Buyer for all costs (for maximum reimbursement amount of $2,000,000.00) involved for engineering, interest, subgrade work (including any fill), utilities to the Real Estate and underground work for Buyer's Intended Use of the Real Estate. 12. Seller Representations and Warranties. Seller represents and warrants to Buyer that: 12.1 Authority to Enter into Agreement. Seller has full right and authority to enter into and carry out the terms and provisions of this Agreement and the transactions contemplated hereby, including the sale, transfer, conveyance and delivery of the Real Estate to Buyer, without obtaining the approval or consent of any other party. Seller's execution, delivery and performance of this Agreement and all other agreements or instruments contemplated hereby will be legal, valid and binding obligations of Seller, enforceable in accordance with their respective terms. 12.2 Lineation. Seller has no knowledge of, has no reason to believe of,and has not been served with notice of, any actual or threatened litigation, action or legal, administrative, arbitration, condemnation, assessment or other proceeding against the Real Estate or any part thereof, other than the mediation and arbitration pending with Navistar, Inc. regarding the environmental issues which Buyer is aware. 12.3 Compliance with Laws. To Seller's knowledge, the Real Estate is (i) in compliance with applicable statutes, laws, codes, ordinances, regulations and requirements relating to zoning,subdivision,planning,building,fire,safety,health, insurability or environmental matters, (ii) in compliance with covenants,conditions and restrictions (whether or not of record)pertaining to the title to the Real Estate, and (Hi) in compliance with all other local, municipal, regional, state or federal 8 NLR Documents/IH Development 04/18/2017 statutes, laws, codes, ordinances, regulations and requirements affecting the Real Estate. 12.4 Contracts and Agreements. Seller is not a party to any contract or agreement to sell the Real Estate other than this Agreement. Further, Seller is not a party to any contract, agreement, lease or other commitment which is related to the Real Estate which will be binding following Closing. 12.5 Title. (i) Seller is the sole owner of the Real Estate, (ii) Seller owns fee simple title to the Real Estate, and (iii) no party other than Seller is in possession or occupancy of the Real Estate or claims any unrecorded or undisclosed legal or equitable interest therein. 12.6 Environmental. Except as indicated in the environmental reports listed on Schedule 8.6 attached hereto and by reference made a part hereof, to Seller's knowledge (i)the Real Estate is not contaminated on the surface or subsurface with any hazardous substance, hazardous waste, pollutant or contaminant(as defined by any federal, state or local environmental law, ordinance, rule or regulation); (ii) there has been no release of any hazardous substance, hazardous waste, pollutant or contaminant on the Real Estate; (iii)the Real Estate is not subject to any federal, state or local "superfund" or other environmental lien, proceeding, claim, liability or action or the threat or likelihood thereof,for the clean-up,removal or remediation of any hazardous substances, hazardous waste, pollutant or contaminant from the Real Estate; (iv) there is no asbestos on the Real Estate; (v) there are no underground storage tanks on the Real Estate; or (vi) the Real Estate has not been used to dispose of any hazardous substances, hazardous wastes, toxic substances, pollutants or contaminants of any kind. 12.7 Access. The Real Estate has full and free access to and from public highways, streets, or roads and there is no pending proceeding that would impair or result in the termination of such access. 12.8 Conditions. Except as set forth in this Agreement, with respect to the Real Estate, Seller has no knowledge nor has Seller received notice, of(i)any condition, defect or inadequacy which, if not corrected, would result in termination of insurance coverage or increase its cost; (ii) any violations of building codes and/or zoning ordinances or other governmental laws, regulations or orders; (iii)pending condemnation proceedings; (iv) any proceedings which could cause the change, redefinition or other modification of the zoning classification or of other legal requirements applicable to the Real Estate or any part thereof or to the permitted uses of the Real Estate; (v) special tax or assessment to be levied against the Real Estate; (vii) change in the tax assessment of the Real Estate or (vii) any other matters material to the Real Estate or the use thereof. Seller has not knowingly withheld from Buyer information relating to any material defects in the Real Estate or any matters which might adversely affect the development of the Real Estate. 9 NLR Documents/1H Development 04/182017 12.9 Settlement Agreement. Seller, at Seller's sole cost and expense, shall fully comply with all of Seller's obligations under the settlement agreement it has with Navistar ("Settlement Agreement"), including without limitation, completing all SRP Closure Activities (as defined in the Settlement Agreement), and all other activities necessary to obtain a NFR letter from IEPA for the Real Estate. All of the foregoing representations and warranties shall be considered to be true and correct as of the Acceptance Date and Closing Date, and shall survive the Closing and shall not merge with the recording of the Deed. Seller shall indemnify, defend and hold harmless Buyer from and against any and all claims, demands, liabilities, damages, suits, actions,judgments, fines, penalties, loss, cost and expense (including, without limitation, reasonable attorneys' fees) arising or resulting from, or suffered, sustained or incurred by Buyer as a result of or related in any way to (i) the misrepresentation or breach of any of the foregoing representations or warranties by Seller to Buyer; or (ii) any unknown pre- existing environmental condition. 13. Brokers. Seller and Buyer represent to each other that they have not used any real estate brokers or agents with respect to this transaction who would have a right to any broker's or finder's fee or commission, and each agrees to defend, indemnify and hold harmless the other against and from any liability (including reasonable attorneys' fees) resulting from a claim of any broker or agent claiming through the indemnifying party. 14. Recording. This document shall not be recorded. At the option of either party, Seller and Buyer shall enter into a written memorandum in recordable form setting forth the terms and conditions of this document, except for the Purchase Price, which may be recorded by either party, at its expense. 15. Notices. All notices required under this Agreement shall be deemed to be properly served if personally delivered, or sent by registered or certified mail with return receipt requested, postage prepaid, or sent by recognized overnight courier, to Seller or Buyer at the address as specified on the first page of this Agreement, or to such other addresses which Seller or Buyer may designate in writing delivered to the other party for such purpose. Date of service of a notice served by mail or overnight delivery shall be the date on which such notice is deposited in a post office of the United States Postal Service Date or with the overnight courier. Any notice sent to Buyer shall also be sent to: Reginald H. Phillips RHC Investments, LLC 2402 18th Street Charleston, IL 61920 Any notices sent to Seller shall be sent to: City of Canton, Illinois 2 North Main Street Canton, Illinois 61520 10 NLR Documents/TH Development 04/18/2017 Attention: 16. Time of the Essence. Time for the performance of the obligations of the parties is of the essence of this Agreement. 17. Assignment; Succession of Obligations. The rights and obligations of Buyer under this Agreement may not be assigned by Buyer without Seller's consent, which shall not to be unreasonably withheld; provided, however, Buyer may assign this Agreement without Seller's consent to an entity which is controlled by member or members of Buyer or an affiliate of Buyer. All terms of this Agreement shall be binding upon the parties hereto, their successors and permitted assignees. 18. Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable, said provision shall be fully severable;this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement;and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement. 19. Counterparts and Copies. This Agreement may be executed in one or more counterpart signature pages(including facsimile or electronic [PDF] counterpart signature pages),each of which shall be deemed an original,and all of which together shall constitute one and the same instrument. 20. Attorneys' Fees. The party who is the prevailing party in any legal or equitable proceeding against the other party in connection with this Agreement shall be entitled to recover from the non-prevailing party reasonable attorneys' fees and expenses incurred. 21. Miscellaneous. This document including all attachments fully sets forth all agreements and understandings of the parties to this Agreement with respect to the subject matter hereof. Whenever used herein,the singular shall indicate the plural,the plural shall include the singular, the plural and singular and any gender shall include all genders and the neuter. Captions to the provisions of this Agreement are intended and used solely for purposes of identification and do not limit or enlarge upon the written provisions of this Agreement. The language of this Agreement represents the mutual intent of the parties, and shall not be construed more strictly against any party. No term or provision hereof shall be deemed waived and no performance shall be excused hereunder unless prior waiver or consent shall be given in writing signed by the party against whom it is sought to be enforced. Any waiver of any default by either party shall not constitute a waiver of the same or different default on a separate occasion. This Agreement shall apply to, inure to the benefit of and be binding upon and enforceable against the parties hereto and their permitted successors, permitted assigns, heirs, executors, administrators and legal representatives to the same extent as if specified at length throughout this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois. Neither this Agreement nor any provision hereof may be altered, amended, 11 NLR Documents/1H Development 04/18/2017 modified, waived, discharged or terminated orally, but such may be accomplished only by an instrument in writing signed by the party against whom it is sought to be enforced. 22. Remedies. In the event of a default by Seller hereunder, in addition to all other rights and remedies available at law or in equity, Buyer shall have the right of specific performance. In the event of a default by Buyer hereunder, the earnest money shall be forfeited to Seller as liquidated damages which shall be Seller's sole and exclusive remedy at law or in equity. IN WITNESS WHEREOF, the parties hereto have signed their names, all as of the date first written above. SELLER: BUYER: City of Canton, Illinois RHC Investments, LLC By. By. Printed: S A . .r>e Printed: .w/d tia L.or Title: •01,,,,,a4.- Title: L"ber 12 NLR Documents/IH Development 04/18/2017 EXHIBIT A LEGAL DESCRIPTION A part of the Southeast Quarter of Section 27, Township 7 North, Range 4 East of the Fourth Principal Meridian, Fulton County, Illinois, further described as follows: Beginning at a PK nail marking the northwest corner of a 28.892 acre tract shown on a Nat of Survey recorded as Document No. 0927160, Slide 425, Fulton County Recorder's Office, said corner also being the intersection of the south right of way line of Elm Street and the east right of way line of Second Avenue as shown on said Plat of Survey; thence North 89°-38'-02" East (bearings based on said Plat of Survey) along the north line of said 28.829 acre tract and said south right of way line of Elm Street 410.26 feet to the west right of way line of Third Avenue as shown on a Plat of Survey recorded as Document No. 0927239, Slide 426, Fulton County Recorder's Office; thence South 45°-00'-15" East along said west right of way line 19.58 feet; thence South 000-20'-55"West continuing along said west right of way line 625.00 feet; thence South 89°-38'- 02" West 415.20 feet to the west line of said 28.892 acre tract and said east right of way line of Second Avenue; thence North 000-27'-30" West along said west line and said east right of way line 638.89 feet to the Point of Beginning. Said Parcel contains 6.153 acres, more or less. 13 NLR Documents/IH Development 04/18/2017 REAL ESTATE PURCHASE AGREEMENT THIS REAL ESTATE PURCHASE AGREEMENT ("Agreement") is made this fS'1dlay of April, 2017, by and between RHC Investments, LLC, an Illinois limited liability company ("Buyer"), whose address is 2402 18th Street, Charleston, IL 61920, and City of Canton, Illinois ("Seller"),an Illinois municipal corporation,whose address is 2 North Main Street,Canton,Illinois 61520. WITNESSETH WHEREAS, Seller owns 6.153 acres of real estate located in Canton, Illinois, more particularly described on Exhibit "A" attached hereto and by reference made a part hereof, together with all easements, rights of way and appurtenances thereto and all improvements thereon(collectively the"Real Estate"). WHEREAS, Buyer desires to purchase and Seller desires to sell the Real Estate; NOW, THEREFORE, in consideration of the premises and recitals set forth previously herein and in consideration of the mutual covenants hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Purchase Price, The total purchase price for the Real Estate shall be One Hundred Dollars ($100.00) for the Real Estate (the "Purchase Price"). The Purchase Price shall be paid as follows: 1.1 Consideration. In consideration of Ten Dollars ($10.00) paid by Buyer to Seller ("earnest money") upon the parties' execution of this Agreement and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Seller and Buyer hereby agree to the terms of this Contract. 1.2 Payment on Closing. At the Closing, Buyer shall pay the Purchase Price, less credits and pro rations as herein provided, in immediately available funds, to Seller. 1.3 Acceptance Date. The date upon which the last of Buyer or Seller executes this Agreement is the"Acceptance Date." 2. Conditions of Closing. Buyer shall have through the Closing Date within which Buyer may perform its general due diligence responsibilities(the"Due Diligence Period"), including but not limited to: (a) Buyer shall have confirmed that the current zoning classification and/or covenants and/or commitments affecting the Real Estate are sufficient to permit Buyer's anticipated use; (b) Buyer shall have obtained all licenses and approvals necessary for Buyer's anticipated use. Seller will reasonably cooperate with Buyer in all such proceedings to secure such permits and approvals, including filing any applications or actions therefore or joining with Buyer therein; (c) Buyer shall have determined, in its NLR Documents/IH Development 04/18/2017 sole discretion,that the Real Estate is adequate for Buyer's anticipated use;(d)All utilities, including without limitation, water, electric, telephone, gas, sanitary and drainage sewers, are available to the Real Estate at a reasonable cost and in sufficient size and capacity to adequately serve Buyer's anticipated use; (e) Buyer shall have confirmed that the environmental conditions of the Real Estate are reasonably satisfactory to the Buyer. In addition, Seller has provided, and Buyer acknowledges receipt thereof, a draft No Further Remediation ("NFR") letter from the Illinois Environmental Protection Agency ("IEPA") with regard to the Real Estate and will provide the final NFR to Buyer once received from the IEPA. Buyer will cooperate fully with Seller, IEPA, and Navistar, if necessary, to finalize the NFR,including providing information needed to complete the Remedial Action Completion Report, including but not limited to: installation and maintenance (in perpetuity) of engineered barriers noted in the approved draft NFR; construction of building on full concrete slab on grade with all utility openings sealed;proper management and handling of any excess soils from excavations for foundations, footings, or any other purpose; final survey of locations and types of engineered barriers as installed (building; pavement including parking, sidewalks, curbs, patios, etc.; and landscaped engineered barriers consisting of impermeable or permeable geotextile membranes, as appropriate, covered with clean soil fill; landscaped engineered barriers with impermeable membranes will require a drainage system above the membrane); evidence that the proper materials were installed (type of membrane liners, laboratory analytical testing of clean fill, installation parameters and methods and pictures of membrane liners being installed); verify depths of clean fill engineered barrier (survey shots creating a grid that locate the liner after installation and the top of the clean fill-create a table showing this grid and confirmation that depths were obtained); etc.; (I) Buyer shall have received final approval for any and all economic incentives from Seller(including but not limited to Section 11(0 herein below)and the State of Illinois that Buyer deems necessary to utilize the Real Estate, in Buyer's sole discretion; and (g) Buyer confirms or obtains any and all environmental and/or other insurance pertaining to Buyer's intended development or otherwise as determined by Buyer in Buyer's sole discretion. If for any reason,or no reason at all,Buyer chooses to not proceed with the purchase prior to the end of the Due Diligence Period, Buyer shall so notify Seller, and the earnest money shall be promptly returned to Buyer and the parties shall be relieved from all further liability or obligation under this Contract. 3. Survey. Within twenty (20) days from the Acceptance Date, Seller, at Seller's expense, shall deliver to Buyer a survey of the Real Estate which shall comply with Minimum Standard Detail Requirements for ALTA Land Title Surveys (the "Survey"). The legal description of the Real Estate shown on the Survey shall be attached as Exhibit "A"to the Deed. If within the Due Diligence Period Buyer determines that the Survey is not satisfactory to Buyer in its sole discretion, Buyer may terminate this Agreement. If Seller fails to deliver to Buyer the Survey within said twenty (20) day period, the Due Diligence Period shall be extended for each day that passes thereafter until such time as Buyer has received the Survey. 4. Title. Within twenty (20) days from the Acceptance Date, Seller, at Seller's expense shall deliver to Buyer a commitment for an ALTA Owner's Policy of Title Insurance(the"Commitment")prepared by John J. McCarthy,as agent for Attorneys'Title 2 NLR Documents/1H Development 04/18/2017 Guaranty Fund, Inc. (the "Title Company")which shall insure marketable title to the Real Estate(including any appurtenant easements necessary for the full utilization thereof), free and clear of all liens and encumbrances of any nature whatsoever in the amount of $100,000.00 after delivery of the Deed to Buyer from Seller. The expense of the Commitment and premium for the Owner's Policy of Title Insurance shall be paid by Seller. Any endorsements requested by Buyer shall be at Buyer's expense. The Title Company shall furnish Buyer with copies of all recorded documents shown on the Commitment. If Seller fails to deliver to Buyer the Commitment and title exception documents within said twenty(20)day period,the Due Diligence Period shall be extended for each day that passes thereafter until such time as Buyer has received the Commitment and title exception documents. If Buyer has an objection to items disclosed in the Commitment, Buyer shall make written objections to Seller within 15 days after Buyer's receipt of the Survey, the Commitment, copies of all exception documents and all such other instruments. Seller shall then have 15 days from the date such objections are disclosed to cure the same. Seller agrees to utilize reasonable efforts to cure such objections, if any. If the objections are not cured within such time period, or in the event any title objections arise or are discovered after the expiration of the Due Diligence Period, Buyer may (i)terminate this Agreement, (ii) cure such objections on behalf of Seller(and Seller shall reasonably cooperate with Buyer in connection therewith) and Seller shall reimburse Buyer for the cost of such cure, or (iii) waive the uncured objections and close the transaction. 5. Seller's Deliveries. Seller shall, to the extent such documents are in Seller's possession or reasonable control, provide access to the following documents to Buyer within ten(10)days from the Acceptance Date: (i)all environmental inspection reports and tests regarding the Real Estate; (ii) all agreements and reports by and among Seller, the State of Illinois (including, without limitation, the Illinois Environmental Protection Agency), the United States Environmental Protection Agency and/or International Truck and Engine Corporation, (iii) geotechnical, soil, engineering, feasibility, wetlands and other studies and reports regarding the Real Estate; and (iv) governmental consents, approvals, zoning information and permits affecting the Real Estate, including but not limited to, information regarding whether the Real Estate is located in an Enterprise Zone which permits sales tax exemptions on building materials. If Seller fails to deliver to Buyer the documents set forth under this Section 5 within said ten (10) day period, the Due Diligence Period shall be extended for each day that passes thereafter until such time as Buyer has received such documents from Seller. 6, Real Estate and Other Taxes. Seller shall pay all assessments, whether general or special, assessed against the Real Estate prior to Closing. All real estate taxes for the Real Estate assessed for any prior calendar year and remaining unpaid shall be paid by Seller, and all real estate taxes for such Real Estate assessed for the current calendar year shall be prorated between Seller and Buyer on a calendar year basis as of the day of the Closing. Any taxes and assessments not assumed by Buyer shall be paid by Seller at or prior to Closing. 3 NLR Documents/IH Development 04/18/2017 7. Condemnation. If at any time after the Acceptance Date: (a)the Real Estate shall be condemned, in whole or in part, or (b) any notice of condemnation shall be given, then Buyer, at its sole option, may terminate this Agreement or waive the same and proceed with the Closing. If Buyer elects to proceed with the Closing, then Buyer may (i) apply the proceeds of any condemnation award to reduce the Purchase Price, or (ii)accept an assignment of such proceeds from Seller without any reduction in Purchase Price. In furtherance of the above, Buyer shall have the right to appear and defend in any such condemnation proceedings in connection with the Real Estate. 8. Right of Entry. On and after the Acceptance Date, Buyer shall have the right to enter and inspect the Real Estate, to permit surveyors, engineers, soil testing companies and other agents to enter upon the Real Estate for the purpose of obtaining surveys, soil tests, inspection reports and other information. Buyer shall indemnify and hold Seller harmless from and against any loss, damage or injury of any nature whatsoever arising as a direct result of Buyer's (or its agents') exercise of the right of entry under this Section 8. Buyer shall notify Seller at least 24 hours prior to any access the Buyer may want to the Real Estate. 9. Closing and Possession. 9.1 Closing. If this offer is accepted as herein provided,the transaction shall be closed (the "Closing") at City Hall, 2 North Main Street, Canton, Illinois, on or before thirty (30) days after Seller's approval and execution of the TIF Redevelopment Agreement and building permit for Buyer's intended development issued and delivered to Buyer by Seller(the "Closing Date"). In the event Buyer's due diligence set forth under this Agreement is not completed by the Closing Date, the Closing Date may be extended by Buyer to such extended Closing Date as determined by Buyer, in Buyer's sole discretion, In the event the transaction does not close on the Closing Date and Buyer does not elect to extend the Closing Date after the initial Closing Date,this Agreement shall be deemed terminated as of the initial Closing Date. Seller shall not agree to or execute any agreements concerning the Real Estate or any portion thereof from the Acceptance Date to the time of the Closing except upon the prior written approval of Buyer. At the Closing, Seller shall execute and deliver to Buyer the following items: (a) A general warranty deed from Seller to Buyer, in a form approved by Buyer (the "Deed") Deed in recordable form conveying the Real Estate to Buyer; (b) An Owner's Affidavit sufficient to cause the Title Company to remove the standard exceptions from the owner's title policy; (c) A certificate reaffirming as of the date of the Closing each and all of the Seller's representations and warranties set forth in this Contract; (d) A Closing Statement; 4 NLR Documents/IH Development 04/18/2017 (e) Documentation indicating Buyer is named as an additional insured on the "Environmental Insurance Policy" (as defined in the Settlement Agreement) and amends the Environmental Insurance Policy to include (i) coverage for Buyer's intended use of the Real Estate as an assisted living facility and/or memory care facility("Intended Use"), (ii) coverage for such loss Buyer may incur as set forth in Section 10(e) herein below or otherwise and(iii) expiration of the Environmental Insurance Policy to be no less than five (5) years after Buyer receives its license from State of Illinois and otherwise to operate Buyer's intended business on the Real Estate; and (f) Any other instrument as reasonably required or requested by Buyer or the Title Company. At the Closing, Buyer shall pay the balance of the Purchase Price in cash and execute and deliver a Closing Statement, and any other instrument as reasonably required or requested by Seller or the Title Company. Seller and Buyer shall each be responsible for one-half of the Closing costs. 9.2 Possession. Possession of the Real Estate shall be delivered to Buyer at time of the Closing. However, Seller shall have right to enter Real Estate as needed to continue clean up and facilitate obtaining the draft NFR and final NFR;provided at least seventy-two (72) hour prior notice is provided to Buyer and Buyer gives written approval therefor. 10. Buyer's Obligations. Buyer understands and acknowledges that Seller has disclosed that the Real Estate has been designated as a Brownfield site by the U.S. Environmental Protection Agency. During the Due Diligence Period, Seller and Buyer shall enter into a TIF redevelopment agreement("Redevelopment Agreement")which shall include but not be limited to the following terms: (a) Buyer acknowledges that Seller is currently working with the IEPA to obtain a final NFR and agrees to continue to cooperate with Seller and the IEPA to obtain the final NFR. Buyer acknowledges and Seller agrees to provide access to and/or copies of any and all investigative environmental reports upon Buyer's request to see such documents. (b) Buyer agrees that it will leave the fence around the Real Estate in place during construction if the IEPA requires it to be in place or Buyer will construct a barrier around the property that the IEPA finds is sufficient to prohibit unauthorized access to the property. (c) Buyer acknowledges that engineered barriers will be needed over portions of the Real Estate. Buyer will provide the adequate barriers as required and approved by the IEPA. Buyer acknowledges that it is required to maintain those barriers in perpetuity. 5 NLR Documents/IH Development 04/18/2017 (d) Seller has disclosed and Buyer acknowledges that underground storage tanks were previously located and removed on the Real Estate and that there is a possibility that there are additional tanks that Seller is unaware of Seller has disclosed that any underground storage tanks that are discovered are the responsibility of Navistar. Buyer and Seller agree that they will work with Navistar to clean up any underground storage tank that is discovered during the construction period; provided such clean-up is at no cost or liability to Buyer. (e) Seller has disclosed and Buyer acknowledges that there is residual petroleum contamination in soils remaining at the Real Estate. Buyer shall immediately notify Seller in the event that unknown environmental conditions are discovered at the Real Estate during construction, such as the aforementioned underground storage tanks, underground vaults, soils with unusually strong odors or large amounts of oily contamination,or other unknown conditions. If these conditions are encountered, work shall be halted in the immediate vicinity,at Seller's sole cost and expense for such halting(including such costs incurred or will be incurred by Buyer due to such delay which is estimated to be $2,000.00 per day) until the Seller has evaluated the conditions and determined that work may proceed. In the event Buyer's work cannot proceed within 15 days after such encountering, Seller shall immediately reimburse Buyer (but in any event within thirty (30) days from expiration of said 15 day period) for all costs and expenses incurred by Buyer or Buyer's agent related to the Real Estate, and Buyer will quitclaim the Real Estate to Seller. (f) Buyer shall obtain soil samples of clean fill that will be used as earthen engineered barrier. Buyer shall take soil samples to a NELAP accredited laboratory and have it tested per IEPA requirements. Seller shall provide Buyer with sampling and testing requirements upon request. Buyer is responsible for all costs related to soil sampling and testing. Soil test reports shall be provided to the Seller for their files. (g) Buyer shall provide the Seller with shop drawings/cut sheets and samples of the geomembrane liners(pervious and impervious). (h) Buyer shall provide Seller with a PDF of a topographic survey showing survey shots taken in a grid pattern of the top of the geomembrane liner and the top of the clean fill used as an earthen engineered barrier. Location numbers should be used to identify each location within the grid. (i) Buyer shall provide Seller with documentation in tabular format listing location number, elevation of top of geomembrane liner, elevation of top of clean fill used in earthen engineered barrier, and distance between two elevations. 6 NLR Documents/1B Development 04/18/2017 (j) Buyer shall maintain the integrity of the wall (as agreed to and approved by Seller and Buyer, and commercially reasonable), including a 36" high 2 tube horizontal rail system, on the east side of 2"d Avenue from Elm Street to the southern-most border of the Real Estate where the concrete retaining wall is currently located. Seller acknowledges and agrees no variance will be required for any and all fencing or such other work which may be performed pursuant to this Section 10(j). (k) According to the Illinois Department of Labor's Opinion issued on May 12, 2015, a TIF project is not covered by the Prevailing Wage Act. Therefore, Buyer does not need to require the contractor to pay prevailing wage or provide certified payroll. (1) Seller shall provide to Buyer a"Construction Worker Notification"concerning the contaminants at the Real Estate. Buyer shall provide the "Construction Worker Notification" to their Contractors and Subcontractors that perform subsurface work at the Real Estate, including but not limited to excavation, earth moving, utility installation, etc. The Contractors and Subcontractors shall utilize their own Safety Plans;the"Construction Worker Notification" is not meant to be a substitute for the Safety Plans. (m)Buyer shall properly manage and handle all excess soils that are excavated and not returned to excavations at the Real Estate. Excess soils shall be disposed at a licensed landfill as"Special Waste"soil. Excess soils may also be placed within the cistern existing on the Real Estate, after the Seller has rendered the cistern usable for this purpose. Soils may not be considered "clean fill" for off-site disposal without additional testing that shows that soils meet the IEPA definition of"clean fill". 11. Seller's Obligations. Seller shall perform and/or comply with the following obligations(collectively,"Seller's Obligations"),which shall expressly survive the Closing and will also be included in the Redevelopment Agreement: (a) On or before the Closing Date, and during and throughout Buyer's construction period, Seller shall make available to Buyer, without cost to Buyer, 3,000 cubic yards of clean fill and/or dirt to develop the Real Estate. (b) On or before Closing Date, Seller, at Seller's sole cost and expense, shall be responsible for making water, electric, telephone, gas and sanitary and drainage sewers available to the Real Estate in sufficient capacity to adequately serve Buyer's anticipated use. Seller shall confirm that (i) the currently existing storm water drainage system serving the Real Estate has sufficient capacity to serve the Real Estate as will be improved by Buyer, (ii) all storm water from the Real Estate shall drain directly into the currently existing storm water drainage system,and(iii) no storm water from the Real Estate shall be diverted into any other adjacent real estate. 7 NLR Documents/IH Development 04/18/2017 (c) Seller has cleared and removed concrete from the Real Estate prior to the acceptance of this Agreement up to a total cost of$60,000.00 for such removal. (d) Seller shall, at its sole cost and expense, apply for and obtain a NFR from the TEPA and shall supply Buyer with the same when obtained from the IEPA even if the final NFR is received after Closing. Seller's Obligations shall survive the Closing. Seller shall defend and hold harmless Buyer from and against any and all claims, demands, liabilities, damages, suits, actions, judgments, fines, penalties, loss, costs and expenses (including, without limitation, reasonable attorneys' fees) arising or resulting from, or suffered, sustained or incurred by Buyer as a result of Seller's breach of any of Seller's Obligations. (f) On or before Closing, Seller and Buyer shall enter into a TIF Redevelopment Agreement mutually agreeable to the parties and that which will include, but not be limited to giving or reimbursing Buyer for all costs (for maximum reimbursement amount of $2,000,000.00) involved for engineering, interest, subgrade work (including any fill), utilities to the Real Estate and underground work for Buyer's Intended Use of the Real Estate. 12. Seller Representations and Warranties. Seller represents and warrants to Buyer that: 12.1 Authority to Enter into Agreement. Seller has full right and authority to enter into and carry out the terms and provisions of this Agreement and the transactions contemplated hereby, including the sale, transfer, conveyance and delivery of the Real Estate to Buyer, without obtaining the approval or consent of any other party. Seller's execution, delivery and performance of this Agreement and all other agreements or instruments contemplated hereby will be legal, valid and binding obligations of Seller, enforceable in accordance with their respective terms. 12.2 Litigation. Seller has no knowledge of, has no reason to believe of,and has not been served with notice of, any actual or threatened litigation, action or legal, administrative, arbitration, condemnation, assessment or other proceeding against the Real Estate or any part thereof,other than the mediation and arbitration pending with Navistar, Inc. regarding the environmental issues which Buyer is aware. 12.3 Compliance with Laws. To Seller's knowledge, the Real Estate is (i) in compliance with applicable statutes, laws, codes, ordinances, regulations and requirements relating to zoning,subdivision,planning,building,fire,safety,health, insurability or environmental matters,(ii)in compliance with covenants,conditions and restrictions (whether or not of record) pertaining to the title to the Real Estate, and (iii) in compliance with all other local, municipal, regional, state or federal 8 NLR Documents/IH Development 04/18/2017 statutes, laws, codes, ordinances, regulations and requirements affecting the Real Estate. 12.4 Contracts and Agreements. Seller is not a party to any contract or agreement to sell the Real Estate other than this Agreement. Further, Seller is not a party to any contract, agreement, lease or other commitment which is related to the Real Estate which will be binding following Closing. 12.5 Title. (i) Seller is the sole owner of the Real Estate, (ii) Seller owns fee simple title to the Real Estate, and (iii) no party other than Seller is in possession or occupancy of the Real Estate or claims any unrecorded or undisclosed legal or equitable interest therein. 12.6 Environmental. Except as indicated in the environmental reports listed on Schedule 8.6 attached hereto and by reference made a part hereof, to Seller's knowledge CO the Real Estate is not contaminated on the surface or subsurface with any hazardous substance, hazardous waste,pollutant or contaminant(as defined by any federal, state or local environmental law, ordinance, rule or regulation); (ii) there has been no release of any hazardous substance, hazardous waste, pollutant or contaminant on the Real Estate; (iii)the Real Estate is not subject to any federal, state or local "superfund" or other environmental lien, proceeding, claim, liability or action or the threat or likelihood thereof,for the clean-up,removal or remediation of any hazardous substances, hazardous waste, pollutant or contaminant from the Real Estate; (iv) there is no asbestos on the Real Estate; (v) there are no underground storage tanks on the Real Estate; or (vi) the Real Estate has not been used to dispose of any hazardous substances, hazardous wastes, toxic substances, pollutants or contaminants of any kind. 12.7 Access. The Real Estate has full and free access to and from public highways, streets,or roads and there is no pending proceeding that would impair or result in the termination of such access. 12.8 Conditions. Except as set forth in this Agreement, with respect to the Real Estate, Seller has no knowledge nor has Seller received notice,of(i)any condition, defect or inadequacy which, if not corrected, would result in termination of insurance coverage or increase its cost; (ii) any violations of building codes and/or zoning ordinances or other governmental laws, regulations or orders; (iii) pending condemnation proceedings; (iv) any proceedings which could cause the change, redefinition or other modification of the zoning classification or of other legal requirements applicable to the Real Estate or any part thereof or to the permitted uses of the Real Estate; (v) special tax or assessment to be levied against the Real Estate; (vii) change in the tax assessment of the Real Estate or (vii) any other matters material to the Real Estate or the use thereof Seller has not knowingly withheld from Buyer information relating to any material defects in the Real Estate or any matters which might adversely affect the development of the Real Estate. 9 NLR Documents/IH Development 04/18/2017 12.9 Settlement Agreement. Seller, at Seller's sole cost and expense, shall fully comply with all of Seller's obligations under the settlement agreement it has with Navistar ("Settlement Agreement"), including without limitation, completing all SRP Closure Activities (as defined in the Settlement Agreement), and all other activities necessary to obtain a NFR letter from IEPA for the Real Estate. All of the foregoing representations and warranties shall be considered to be true and correct as of the Acceptance Date and Closing Date, and shall survive the Closing and shall not merge with the recording of the Deed. Seller shall indemnify, defend and hold harmless Buyer from and against any and all claims, demands, liabilities, damages, suits, actions,judgments, fines, penalties, loss, cost and expense (including, without limitation, reasonable attorneys' fees) arising or resulting from, or suffered, sustained or incurred by Buyer as a result of or related in any way to CO the misrepresentation or breach of any of the foregoing representations or warranties by Seller to Buyer; or (ii) any unknown pre- existing environmental condition. 13. Brokers. Seller and Buyer represent to each other that they have not used any real estate brokers or agents with respect to this transaction who would have a right to any broker's or finder's fee or commission, and each agrees to defend, indemnify and hold harmless the other against and from any liability (including reasonable attorneys' fees) resulting from a claim of any broker or agent claiming through the indemnifying party. 14. Recording. This document shall not be recorded. At the option of either party, Seller and Buyer shall enter into a written memorandum in recordable form setting forth the terms and conditions of this document, except for the Purchase Price, which may be recorded by either party, at its expense. 15. Notices. All notices required under this Agreement shall be deemed to be properly served if personally delivered, or sent by registered or certified mail with return receipt requested, postage prepaid, or sent by recognized overnight courier, to Seller or Buyer at the address as specified on the first page of this Agreement, or to such other addresses which Seller or Buyer may designate in writing delivered to the other party for such purpose. Date of service of a notice served by mail or overnight delivery shall be the date on which such notice is deposited in a post office of the United States Postal Service Date or with the overnight courier. Any notice sent to Buyer shall also be sent to: Reginald H. Phillips RHC Investments, LLC 2402 18th Street Charleston, IL 61920 Any notices sent to Seller shall be sent to: City of Canton, Illinois 2 North Main Street Canton, Illinois 61520 I0 NLR Documents/IN Development 04/18/2017 Attention: 16. Time of the Essence. Time for the performance of the obligations of the parties is of the essence of this Agreement. 17. Assignment; Succession of Obligations. The rights and obligations of Buyer under this Agreement may not be assigned by Buyer without Seller's consent, which shall not to be unreasonably withheld; provided, however, Buyer may assign this Agreement without Seller's consent to an entity which is controlled by member or members of Buyer or an affiliate of Buyer. All terms of this Agreement shall be binding upon the parties hereto, their successors and permitted assignees. 18. Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable, said provision shall be fully severable;this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement; and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement. 19. Counterparts and Copies. This Agreement may be executed in one or more counterpart signature pages(including facsimile or electronic [.PDF] counterpart signature pages),each of which shall be deemed an original,and all of which together shall constitute one and the same instrument. 20. Attorneys' Fees. The party who is the prevailing party in any legal or equitable proceeding against the other party in connection with this Agreement shall be entitled to recover from the non-prevailing party reasonable attorneys' fees and expenses incurred. 21. Miscellaneous. This document including all attachments fully sets forth all agreements and understandings of the parties to this Agreement with respect to the subject matter hereof. Whenever used herein,the singular shall indicate the plural,the plural shall include the singular, the plural and singular and any gender shall include all genders and the neuter. Captions to the provisions of this Agreement are intended and used solely for purposes of identification and do not limit or enlarge upon the written provisions of this Agreement. The language of this Agreement represents the mutual intent of the parties, and shall not be construed more strictly against any party. No term or provision hereof shall be deemed waived and no performance shall be excused hereunder unless prior waiver or consent shall be given in writing signed by the party against whom it is sought to be enforced. Any waiver of any default by either party shall not constitute a waiver of the same or different default on a separate occasion. This Agreement shall apply to, inure to the benefit of and be binding upon and enforceable against the parties hereto and their permitted successors, permitted assigns, heirs, executors, administrators and legal representatives to the same extent as if specified at length throughout this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois. Neither this Agreement nor any provision hereof may be altered, amended, II NLR Documents/IH Development 04/18/2017 modified, waived, discharged or terminated orally, but such may be accomplished only by an instrument in writing signed by the party against whom it is sought to be enforced. 22. Remedies. In the event of a default by Seller hereunder, in addition to all other rights and remedies available at law or in equity, Buyer shall have the right of specific performance. In the event of a default by Buyer hereunder, the earnest money shall be forfeited to Seller as liquidated damages which shall be Seller's sole and exclusive remedy at law or in equity. IN WITNESS WHEREOF, the parties hereto have signed their names, all as of the date first written above. SELLER: BUYER: City of Canton, Illinois RHC Investments,4.;-.0 LLC By: (� By: 31k,r Printed: ,qt.., �,2 Printed: Pe�;,..(1 QAtIGar Title: s-"yoc Title: ttk,.,ber 12 NLR Documents/IH Development 04/18/2017 EXHIBIT A LEGAL DESCRIPTION A part of the Southeast Quarter of Section 27, Township 7 North, Range 4 East of the Fourth Principal Meridian, Fulton County, Illinois, further described as follows: Beginning at a PK nail marking the northwest corner of a 28.892 acre tract shown on a Mat of Survey recorded as Document No. 0927160, Slide 425, Fulton County Recorder's Office, said corner also being the intersection of the south right of way line of Elm Street and the east tight of way line of Second Avenue as shown on said Plat of Survey; thence North 89°-38'-02" East (bearings based on said Plat of Survey) along the north line of said 28.829 acre tract and said south right of way line of Elm Street 410.26 feet to the west right of way line of Third Avenue as shown on a Plat of Survey recorded as Document No. 0927239, Slide 426, Fulton County Recorder's Office; thence South 45°-00'-15" East along said west right of way line 19.58 feet; thence South 00°-20'-55" West continuing along said west right of way line 625.00 feet;thence South 89°-38'- 02" West 415.20 feet to the west line of said 28.892 acre tract and said east right of way line of Second Avenue; thence North 00°-27'-30" West along said west line and said east right of way line 638.89 feet to the Point of Beginning. Said Parcel contains 6.153 acres, more or less. 13 NLR Documents/IH Development 04/18/2017