HomeMy WebLinkAbout#5156 RHC Investments RESOLUTION NO 5156
A RESOLUTION APPROVING A RELEASE OF CLAIMS AND HOLD HARMLESS
AGREEMENT AMONG THE CITY OF CANTON, RHC,LLC,AND VOHB, LLC
WHEREAS, RHC INVESTMENTS, LLC (hereinafter "RHC"), an Illinois limited
liability company, 2402 18th Street, Charleston, Illinois 61920, entered into a Real Estate
Purchase Agreement with the City of Canton (hereinafter "City), an Illinois Municipal
Corporation, 2 North Main Street, Canton, Illinois 61520, on April 18, 2017;
WHEREAS, the property subject to the Real Estate Purchase Agreement was
approximately 6.153 acres of real estate located in Canton, Illinois (hereinafter "Property") and
more fully described as follows:
A part of the Southwest 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 Plat of Survey recorded as Document No. 0927160, Slide 425, Fulton Count
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 28.892 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 8g-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.
WHEREAS, RHC and City additionally entered into a Tax Increment Financing District
and Redevelopment Agreement on April 18, 2017 and same was approved by the City on April
18, 2017 via Ordinance with Ordinance No. 4073;
WHEREAS, subsequent to RHC and City's entry into the Real Estate Purchase
Agreement and Tax Increment Financing District and Redevelopment Agreement, RHC advised
City they wished to assign their rights in both Agreements to an entity named Phillips VOHB
LLC-Canton Facility Series (hereinafter"VOHB"), which was a related entity to that of RHC;
WHEREAS, on April 25, 2017 the City approved the Assignment of Real Estate
Purchase Agreement whereby RHC assigned all of its interests in the Property via the Real
Estate Purchase Agreement RHC acquired dated April 18, 2017 to VOHB via Resolution No.
5103;
WHEREAS, on April 25, 2017 the City approved the assignment of the Tax Increment
Financing District and Redevelopment Agreement dated April 18, 2017 whereby RHC assigned
all of its interests, terms and conditions in the Tax Increment Financing District and
Redevelopment Agreement to VOHB via Resolution No. 5104;
WHEREAS, the Property subject to the April 18, 2017 Real Estate Purchase Agreement
and Tax Increment Financing District and Redevelopment Agreement was never transferred to
RHC or VOHB and therefore, City is the legal title owner of the Property;
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WHEREAS, no Warranty Deed was executed and/or recorded conveying the Property to
RHC or VOHB and both parties failed to finalize and complete the terms, conditions and
requirements of the April 18, 2017 Real Estate Purchase Agreement and Tax Increment
Financing District and Redevelopment Agreement;
WHEREAS, RHC, VOHB and City desire to release each other from the terms,
conditions and requirements of the Real Estate Purchase Agreement and Tax Increment
Financing District and Redevelopment Agreement and hold each other harmless for same. RHC,
VOHB and City desire to rescind all terms of said Real Estate Purchase Agreement and Tax
Increment Financing District and Redevelopment Agreement and hold each other harmless from
said Agreements;
WHEREAS, execution of a Release of Claims and Hold Harmless Agreement would
allow the City to seek other interested parties for sale and development of the Property and same
is in the best interests of the City.
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL
OF THE CITY OF CANTON,ILLINOIS,AS FOLLOWS:
1. That the Release of Claims and Hold Harmless Agreement, attached hereto and
incorporated herein as Exhibit"A", is hereby approved by the Canton City Council.
2. 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.
PASSED by the City Council of the City of Canton, Illinois at a regular meeting this 3rd day of
July, 2018 upon a roll call vote as follows:
AYES: Aldermen Chris Jump, John Lovell, Craig West, Angela Hale, Tad Putrich
NAYS: None
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ABSENT: Aldermen Ryan Mayhew, Angela Lingenfelter, Justin Nelson
ABSTAIN: None
APPROVED:
q44 viy4-6ent . McDoweyor
ATTE'
Di. P. eye , y lerk
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RELEASE OF CLAIMS AND HOLD HARMLESS AGREEMENT
WHEREAS, RHC INVESTMENTS, LLC (hereinafter "RHC"), an Illinois limited
liability company, 2402 18th Street, Charleston,Illinois 61920,entered into a Real Estate Purchase
Agreement with the City of Canton(hereinafter"City),an Illinois Municipal Corporation,2 North
Main Street, Canton,Illinois 61520,on April 18, 2017;
WHEREAS, the property subject to the Real Estate Purchase Agreement was
approximately 6.153 acres of real estate located in Canton, Illinois (hereinafter "Property") and
more fully described as follows:
A part of the Southwest 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 Plat of Survey recorded as Document No. 0927160, Slide 425, Fulton Count
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 28.892 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.
WHEREAS, RHC and City additionally entered into a Tax Increment Financing District
and Redevelopment Agreement on April 18, 2017 and same was approved by the City on April
18, 2017 via Ordinance with Ordinance No. 4073;
WHEREAS,subsequent to RHC and City's entry into the Real Estate Purchase Agreement
and Tax Increment Financing District and Redevelopment Agreement, RHC advised City they
wished to assign their rights in both Agreements to an entity named Phillips VOHB LLC-Canton
Facility Series(hereinafter"VOHB"), which was a related entity to that of RHC;
WHEREAS,on April 25,2017 the City approved the Assignment of Real Estate Purchase
Agreement whereby RHC assigned all of its interests in the Property via the Real Estate Purchase
Agreement RHC acquired dated April 18, 2017 to VOHB via Resolution No. 5103;
WHEREAS, on April 25, 2017 the City approved the assignment of the Tax Increment
Financing District and Redevelopment Agreement dated April 18, 2017 whereby RHC assigned
all of its interests, terms and conditions in the Tax Increment Financing District and
Redevelopment Agreement to VOHB via Resolution No. 5104;
WHEREAS, the Property subject to the April 18, 2017 Real Estate Purchase Agreement
and Tax Increment Financing District and Redevelopment Agreement was never transferred to
RHC or VOHB and therefore, City is the legal title owner of the Property;
WHEREAS, no Warranty Deed was executed and/or recorded conveying the Property to
RHC or VOHB and both parties failed to finalize and complete the terms, conditions and
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requirements of the April 18, 2017 Real Estate Purchase Agreement and Tax Increment Financing
District and Redevelopment Agreement;
WHEREAS,RHC,VOHB and City desire to release each other from the terms,conditions
and requirements of the Real Estate Purchase Agreement and Tax Increment Financing District
and Redevelopment Agreement and hold each other harmless for same. RHC, VOHB and City
desire to rescind all terms of said Real Estate Purchase Agreement and Tax Increment Financing
District and Redevelopment Agreement and hold each other harmless from said Agreements.
NOW,THEREFORE,IT IS AGREED AS FOLLOWS:
RHC,VOHB and City desire to rescind all terms of said Real Estate Purchase Agreement
and Tax Increment Financing District and Redevelopment Agreement and hold each other
harmless from said Agreements. RHC,VOHB and City are release from all terms,conditions and
requirements of the Real Estate Purchase Agreement and Tax Increment Financing District and
Redevelopment Agreement entered into among the respective parties.
RHC,VOHB and City mutually do hereby agree that they will indemnify, defend and hold
RHC, VOHB, City, their agents, servants, employees, shareholders, directors, officers and
attorneys harmless of and from any claims, demands, controversies, actions, rights of action,
whether known or unknown pertaining to the terms,conditions and requirements of the Real Estate
Purchase Agreement and Tax Increment Financing District and Redevelopment Agreement and
anything related to said agreements additionally including,but not limited to attorney's fees,expert
witness fees, court costs and/or reasonable litigation expenses arising out of or in consequence of
the execution or this release of the Real Estate Purchase Agreement and Tax Increment Financing
District and Redevelopment Agreement and waive any and all actions, whether legal, equitable or
administrative brought,provoked,procured, caused or commenced,directly or indirectly by RHC,
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VOHB and/or City (hereinafter the released claims set forth in this paragraph are collectively
referred to as"Released Claims").
RHC,VOHB and City hereby represents that City is the owner of the real estate described
as follows:
A part of the Southwest 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 Count
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 87-38'-02" East (bearings based on said Plat of
Survey) along the north line of said 28.892 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 OU-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.
RHC, VOHB and City acknowledge that no further deeds or other documents are required
to vest City's interest in this Property as the Property was never transferred to RHC or VOHB.
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RI-IC, VOHB and City acknowledge that each respective party has the authority to enter into this
Release of Claims and Hold Harmless Agreement.
As further consideration for this Release of Claims and Hold Harmless Agreement, RHC,
VOHB and City each declare, acknowledge and agree that all of the agreements, understandings
and discussions between them with regarding the release of all terms and conditions found within
the Real Estate Purchase Agreement and Tax Increment Financing District and Redevelopment
Agreement are embodied herein and expressed herein and the terms of this Release are contractual
and not a mere recital.
RHC and VOHB acknowledges and agrees that no promise or agreement not herein
expressed has been made to it by City and RHC and VOHB has not relied upon any statement or
representation made by City, its agents, employees, servants, directors, officers, shareholders or
attorneys concerning the matter, but RHC and VOHB are relying upon its own and sole judgment
and advice in his determination to enter into this Release agreement.
THE UNDERSIGNED HAVE READ THE FOREGOING RELEASE AND FULLY
UNDERSTAND IT AND HAVE OBTAINED SUCH ADVICE AS [ DEEM APPROPRIATE
AND NECESSARY FOR THE COMPLETE AND FULL UNDERSTANDING OF THE TERMS
AND CONDITIONS OF THE FOREGOING RELEASE. I HAVE THEREFORE
VOLUNTARILY EXECUTED SAME AS MY FREE AND VOLUNTARY ACT FOR THE
PURPOSES HEREIN SET FORTH.
Dated this day of ,} 7 , 2018.
Lye/
RH , LC, Authorized Agent
VOHB, LLC, Authorized Agent
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YI.,4)\ 4 v/6/ A
City of Canton, Mayor
STATE OF ILLINOIS )
) SS.
COUNTY OF ( .6-6 Q )
The undersigned,a Notary Public in and for said County and State,does hereby certify that
, Authorized Agent of RHC, LLC appeared before me this day and affixed his
signature to the foregoing document and acknowledged at the time of execution that his signature
was given and made as his free and voluntary act for the uses and purposes therein set forth.
PPI-
Dated this 3 day of ILL , 2018.
OFFICIAL SEAL
KAT t1 a
NOUN(NAUC•STATE OF WHOM
MYCONSISSIONWPM AUGUST 3f,2021 Notary Public
STATE OF ILLINOIS )
) SS.
COUNTY OF0„.6-6b1 )
The undersigned,a Notary Public in and for said County and State,does hereby certify that
,Authorized Agent of VOHB, LLC appeared before me this day and affixed his
signature to the foregoing document and acknowledged at the time of execution that his signature
was given and made as his free and voluntary act for the uses and purposes therein set forth.
Dated thisEAdayof (1 , 2018.
OFFICIAL SEAL
KAMEN E.SPEAR
NOTARY PUBLIC•STATE OF ILUNOS (q4thttzlic0L....
MY COMNISMON EXPIRES AUGUST 211.2094
Notary Public 1
STATE OF ILLINOIS )
) SS.
COUNTY OF FULTON )
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The undersigned,a Notary Public in and for said County and State,does hereby certify that
KENT MCDOWELL, Mayor of City of Canton appeared before me this day and affixed his
signature to the foregoing document and acknowledged at the time of execution that his signature
was given and made as his free and voluntary act for the uses and purposes therein set forth.
Dated this day of ,2018.
Notary Public
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