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HomeMy WebLinkAboutResolution #3261 RESOLUTION N0. 3261 A RESOLUTION APPROVING A CONTRACT FOR THE SALE OF LAND FOR PRIVATE DEVELOPMENT BETWEEN THE CITY OF CANTON AND SAR PROPERTIES AND DIRECTING THE MAYOR AND CITY CLERK TO EXECUTE AND DELIVER SAID AGREEMENT ON BEHALF OF THE CITY OF CANTON, ILLINOIS. WHEREAS, the City of Canton has undertaken a program for the reconstruction and redevelopment of a Redevelopment Area known as the Central Business District; and, WHEREAS, a developer has presented a proposal to construct a commercial/retail facility in the Central Business District; and, WHEREAS, the Community and Industrial Development Committee of the City of Canton has reviewed the proposal presented, which includes the sale of city owned land to the developer; and, WHEREAS, the Canton City Council of the City of Canton has determined that it is necessary and in the best interest of the City of Canton to enter into a contract for the sale of land for private development, hereto attached and herein incorporated as Exhibit "A". NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CANTON, Fulton County, Illinois as follows: 1. That the contract for the sale of land for private development, hereto attached as Exhibit "A" between the City of Canton and the SAR Properties, is hereby approved. 2. That the Mayor and City Clerk is hereby authorized and directed to execute and deliver said agreement on behalf of the City of Canton, Illinois. 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. PASSED by the City Council of the City of Canton, Fulton County, Illinois at a regular meeting this 15th day of November, 1994, upon a roll call vote as follows: AYES: Aldermen. Coay, Phillips, Sarff, :Meade, Bohler, Chapman. NAYS : Alderman May ABSENT: Alderman Molleck, APPROVED: onald dwards, Mayor ATTEST: Nan y hi s, City C erk CONTRACT FOR THE SALE OF LAND FOR PRIVATE DEVELOPMENT THIS AGREEMENT, entered into as of the day of , 1994 by and between the City of Canton, an Illinots municipal corporation, which, together with any successor municipal corporation or public body hereafter designated by or pursuant to law, is hereinafter called "City", having its office at 210 East Chestnut Street, Canton, Illinois and SAR Properties, which together with their heirs, administrators, executors, successors and assigns, and every successor in interest to the Property hereinafter described, or any part thereof, and each party in possession or occupancy of the Property hereinafter described, or any part thereof, are hereinafter collectively called "Redeveloper", residing at , Canton, Illinois. YITNESSETH: WHEREAS, the city has undertaken a program for the reconstruction and redevelopment of a Redevelopment Area known as the Central Business District in Canton, pursuant to the Real Property Tax Increment Allocation Redevelopment Act, appearing in 65 ILCS 5/11-74.4-1 et seq., hereinafter referred to as the "Act"; and, YHEREAS, pursuant to the provision of the Act, the City adopted a Redevelopment Plan and Redevelopment Project, as amended, hereinafter referred to as the "Plan", pertaining to the redevelopment of the Redevelopment Area, which Plan was approved by the City Council of the City of Canton on December 27, 1977; and, WHEREAS, in order to enable the City to achieve the objectives of the Plan in accordance with the uses set forth therein, the City owns a site known in the Plan as the northeastern part of Block 58 and has relocated all persons and businesses displaced by such ownership and further intends to construct certain public and site improvements all with the use of tax increment funds, in consideration of which the Redeveloper is willing to purchase and redevelop a portion of said site, which is described in Exhibit "A" attached hereto and made a part hereof, which property as so described is hereinafter called "Property", and to develop thereon a retail and office facility of not less than an estimated 3,880 interior square feet, hereinafter called "Improvements", at an investment of not less than an estimated One Hundred Twenty Five Thousand Dollars ($125,000.00), including the land purchase; and, YHEREAS, the City believes that the redevelopment of the Property pursuant to the Plan is in the vital and best interest of the city and the health, safety, morals and welfare of its residents, and is in accordance with the public purposes and provisions of all applicable federal, state, and local laws. 1 NOM, THEREFORE, in consideration of the premises and the mutual obligations of the parties hereto, each of them does hereby covenant and agree with the other as follows: SECTION 1. PURCHASE PRICE. Subject to all the terms, covenants and conditions of this Agreement., the City will sell the Property to the Redeveloper for, and the Redeveloper will purchase the Property from the City and pay therefor, the sum of One Dollar ($1.00), hereinafter called "Purchase Price", to be paid in cash. SECTION 2. CONVEYANCE OF PROPERTY. (A) Form of Deed and Time and Place for Delivery of Deed. The City shall convey to the Redeveloper title to the Property by Warranty Deed, hereinafter called "Deed". The City shall deliver the Deed and possession of the Property to the Redeveloper on or such earlier date as the parties hereto may mutually agree in writing. The conveyance shall be made at the office of the City and the Redeveloper shall accept such conveyance and pay the purchase price to the city at such time and place. (B) Approval of Site Plans and Legal Survey as Conditions Precedent to Conveyance. The submission of site plans and their approvaTby the City as provided in Section 5 of this Agreement are conditions precedent to the obligations of the City to convey the Property to the Redeveloper; furthermore, prior to the conveyance, the City shall provide the Redeveloper an "on site" property line survey of the Property. (C) Title Insurance. Prior to the date of delivery of the Deed, the City shaT~ provi de he Redeveloper, at the City's sole expense, with a title commitment and as soon as practical after conveyance, an Owner's Title Insurance Policy in the amount of the Purchase Price, covering the Property, subject to the restrictions set forth or referenced in Section 3 of this Agreement and the usual and .customary reservations, encumbrances or exceptions found in the current ALTA Owner's Policy and defects as are permitted exceptions. The City shall have the unpermitted exceptions removed prior to the date provided for delivery of the Deed or have the Insurer insure against loss and damage incurred thereby. If the City fails to have the unpermitted exceptions with regard to the Property removed or insured against by the date the Deed is to be delivered, the Redeveloper may, by written notice to the City (a) terminate this contract; or (b) take title as it then is. If the Redeveloper fails to make an election within 30 days from the date the commitment is furnished, it shall be conclusively implied that the Redeveloper shall take title as it then is. If the Redeveloper elects (a) above then, this contract shall become null and void without further action of the parties and the Redeveloper shall be entitled to 2 have returned to him all sums deposited and/or paid to the City. The Redeveloper shall have no further cause of action or claims against the City. (D) Apportionment of Taxes. The portion of the current taxes, if any, on the Property which area lien on the date of delivery of the Deed to the Redeveloper allocable to buildings and other improvements on, or which have been demolished and removed from, the Property by the City shall be borne by the City, and the portion of such current taxes allocable to the land shall be apportioned between the City and the Redeveloper as of the date of the delivery of the Deed. If the amount of the current taxes on the Property is not ascertainable on such date, the apportionment between the City and the Redeveloper shall be based upon the amount of the most recently ascertainable taxes on the Property. (E) Recordation of Deed. The Redeveloper shall promptly file the Deed for recordation in the Office of the County Clerk (ex-officia Recorder of Deeds), Fulton County, Illinois. The Redeveloper shall pay all costs for so recording the Deed. (F) Eminent Domain. The conveyance of the Property to the Redeveloper by the City shall not be affected by the right of any party within the time allowed by law to attack any order or judgments entered with regard to an eminent domain proceeding with respect to parcels within the Property. SECTION 3. CONDITIONS OF CONVEYANCE. The conveyance and title described in Section 2 of this Agreement shall, in addition to all other conditions in this Agreement, be subject to: (A) Real estate taxes for the year and subsequent years. (B) The terms, covenants, building and use restrictions, and conditions contained in the Plan. (C) Agreements and Covenants running with the land as follows: (1) The Redeveloper agrees for itself, its successors and assigns, and every successor in interest to the Property, or any part thereof, and the Deed shall contain a covenant on the part of the Redeveloper, for itself, and for any such successors and assigns, that the Redeveloper and such successors and assigns, shall: (a) Devote the Property to, and only to, the uses specified in the Plan, and (b) Not discriminate in violation of Federal, State or local laws or regulations upon the basis of race, color, religion, sex, or national origin in the sale, 3 lease or rental, or in the use or occupancy of the Property or any improvements erected or to be erected thereon, or any part thereof. (2) It is intended and agreed that the covenants provided in Section 3(C)(1)(a) shall remain in effect from the date of the Deed until December 1, 2000, and the covenants provided in Section 3(C)(1)(b) shall remain effective without any time limitation, provided, that such agreements and covenants shall be binding on the Redeveloper itself, and its successors and assigns, and every successor in interest to the Property, or any part thereof, and each party in possession or occupancy, respectively, only for such period as such successor or party shall have title to or an interest in, or possession or occupancy of the Property. (3) The Redeveloper agrees for itself, its successors and assigns, and every successor in interest to the Property, or any part thereof, and the Deed shall contain covenants on the part of the Redeveloper for itself, its successors and assigns, and every successor in interest to the Property, or any part thereof, that the Redeveloper and such successors and assigns shall guarantee the redevelopment of the Property through the construction of the Improvements thereon, and that such construction shall, in any event, be begun and completed in the period of time specified in Section 5 of this Agreement. It is intended and agreed, and the Deed shall expressly provide, that the covenants set forth above shall be covenants running with the land and that they shall, in any event, be binding to the fullest extent permitted by law and equity, for the benefit and in favor of and enforceable by the City, its successor and assigns, and the United States of America with regard to Section 3(C)(1)(b) of this Agreement, and against the Redeveloper, its successors and assigns, and every successor in interest to the Property, or any part thereof, and any party in possession or occupancy of the Property, or any part thereof. (4) The Redeveloper agrees for itself, its successors and assigns, and for every successor in interest to the Property, or any part thereof and for each party in possession or occupancy of the Property, or any part thereof that he shall not apply for, seek or authorize any exemption from the imposition or payment of the real property taxes on said Property without first obtaining the prior written approval of the city and that he shall not apply for or seek any reduction in the assessment on said Property without first obtaining the prior written approval of the City. It is intended and agreed, and the Deed shall expressly provide, that this covenant shall be a covenant running with the land and that it shall, in any event, be binding to the 4 fullest extent permitted by law and equity, for the benefit and in favor of and enforceable by the City, its successors and assigns, and against the Redeveloper, its successors and assigns, and every successor in interest to the Property, or any part thereof, and any party in possession or occupancy of the Property, or any part thereof. This covenant shall be effective for a period of 25 years from the date of the Deed unless earlier released by the City. (D) A condition subsequent to the effect that, in the event the Redeveloper fails to remedy or abrogate any default, failure, violation or other action or inaction within the period and in the manner specified in Section 8 of this Agreement, the City, at its option, may declare a termination of the title in favor of the City, and all of the rights and interests in and to the Property conveyed by the Deed to the Redeveloper, and such title and all rights and interest in and to the Property shall revert to the City, provided, that such condition subsequent and any revesting of title as a result thereof in the City: (1) shall always be subject to, and limited by, and shall not defeat, render invalid, or limit in any way, the lien of any mortgage authorized by this Agreement, and (2) shall not apply to the Property after the Improvements have been completed thereon in accordance with this Agreement and for which a certificate of completion has been issued therefor, as provided in Section 5 of this Agreement. SECTION 4. CITY'S OBLIGATIONS AND RESERVATION OF RIGHTS AND PARKING LOT FACILITY: (A) The City, without expense to the Redeveloper, except as set forth therein, and prior to the construction of the Improvements, or at such earlier time or times as this Agreement may provide or as the Redeveloper and the City may agree in writing, shall, in accordance with the Plan, prepare the Property for redevelopment by the Redeveloper and shall provide or secure, or cause to be provided or secure, the following: (1) Installation of Public Utilities. The installation or relocation of such sewers, drains, water lines, gas lines, electric lines, and telephone lines in the public rights-of-way adjacent to the Property so as to enable the Redeveloper to connect to said utility lines from the Property, hereinafter called "intradevelopment utility lines". The cost of extending the intradevelopment utility lines from the property line to the utility lines in the public rights-of-way shall be borne by the Redeveloper. (2) Demolition of Buildings and Preparation of Site for Development. (a) Demolition and Removal. Prior to conveyance of the Property, the demolition and removal to the surface elevation of the adjoining ground of all existing buildings, other structures and improvements on the Property, if any, including the removal of all bricks, lumber, pipes, equipment-and other material, and all debris and rubbish resulting from such demolition. (b) Reduction of Walls. The reduction of all walls, to the surf ace elevation of the adjoining ground. (c) Breaking up Basement Floors. The breaking up of all basement or cellar floors sufficiently to permit proper drainage. (d) Filling and Grading. Such filling, grading, and leveling of the Property (but not including topsoil or landscaping) as will permit proper drainage and place the Property in a safe, clean, sanitary, and nonhazardous condition. (e) Filling Materials. The filling of all basements or other excavations exposed as a result of the work performed by the City pursuant to this Section, with noncombustible materials resulting from the demolition and approved earth or sandfill materials. (6) The property shall be conveyed with no warranty, express or implied, by the City as to the condition of the soil, its contamination, its geology, or the presence of known or unknown faults. It shall be the sole responsibil- ity of the Redeveloper, at the Redeveloper's expense, to investigate and determine the soil conditions for the development to be constructed. If the soil conditions are not in all respects entirely suitable for the use or uses to which the Property will be put, then it is the sole responsibility and obligation of the Redeveloper to take such action as may be necessary to place the soil conditions of the Property in a condition entirely suitable for its development. (C) Within ten days after receipt of a written request from the Redeveloper, the City will join in any and all applications for permits, licenses or other authorizations required by any governmental or other body having jurisdiction in connection with work the Redeveloper is to perform pursuant to this Agreement, and will also join in any grants for easements for telephone, electric, gas, water, sewer and such other public utilities and facilities as may be reasonably necessary in the operation of the Property. 6 (D) Upon the execution of this Agreement and up to the time of the conveyance of the Property by the City to the Redeveloper, the city shall permit representatives of the Redeveloper to have access to any part or all of the Property as to which the City holds title, at all reasonable times, for the purpose of obtaining data and making various tests concerning the Property necessary to carry out this Agreement. After the conveyance of the Property by the City to the Redeveloper, the Redeveloper shall permit representatives of the City to have access to any part or all of the Property, at all reasonable times, for the purpose of this Agreement, including, but not limited to, inspection of all work being performed in connection with the construction of the Improvements. No compensation shall be payable nor shall any charge be made in any form by any party for the access provided for in this Section. SECTION 5. THE OBLIGATIONS OF THE REDEVELOPER: (A) Construction Guarantee. Because the redevelopment of the Property is parr a argue redevelopment area and plan which, in part, is to be implemented through the use of the provisions of the Act and further because the failure of the Redeveloper to construct said Improvements will prevent the City from implementing the Plan, the Redeveloper guarantees the construction on the Property of a retail and office facility of not less than an estimated 3,880 interior square feet, at an investment of not less than an estimated One Hundred Twenty-five Thousand Dollars ($125,000.00), consisting of one building whose primary purpose and subsequent utilization is that of offering retail services with a secondary purpose of office use. Said construction is to be commenced and completed in accordance with Section 5 (E) of this Agreement. (B) Site Plans to be Submitted for Approval ~ the City. Within thirty (30~days after the date of this Agreement, the Redeveloper shall submit to the City, for approval by the City, preliminary design and site plans of the structure to be erected on the Property. By December 15, 1994, the Redeveloper shall submit to the City, for approval by the City, final design and site plans of the structure to be erected on the Property. These plans shall include the limits of the Property, exterior elevations, building location, building dimensions, interior floor plan of the building, room sizes, ingress and egress, loading areas, parking, landscaping, signage, and adjoining streets. In addition, one or more sketches shall be submitted to the City showing the exterior features of the building, including an indication of the type and color of the building materials to be utilized. The preliminary and final design and site plans described above shall be in conformity with the provisions of the Plan, this Agreement, all documentation previously submitted to and approved by the City, all applicable federal, state and local laws, regulations, and ordinances, and in form and substance satisfactory to the City. The City shall complete its review of the design and site plans described in the preceding paragraph within ten (10) days of this submission. If the final design and site plans originally submitted conform to the provisions of the Plan, this Agreement, all documentation previously submitted to and approved by the City, all applicable federal, state and local laws, regulations, and ordinances, and are in form and substance satisfactory to the CIty, the City shall indicate to the Redeveloper its approval of the final design and site plans by written notice to the Redeveloper, which notice shall be given in said ten (10) day period. Approval of the final design and site plans shall not be unreasonably withheld by the City. Failure of the City to give the Redeveloper written notice of rejection of the final design and site plans within said ten (10) day period shall constitute approval of the final design and site plans by the City. If the City rejects the final design and site plans, in whole or in part, for not conforming to the provisions of the Plan, this Agreement, or any documentation previously submitted to and approved by the City, or any applicable federal, state or local law, regulations or ordinances, or are in form or substance unsatisfactory to the City, the Redeveloper shall submit new or corrected final design and site plans which do conform with the provisions of the Plan, this Agreement, all documentation previously submitted to and approved by the CIty, all applicable federal, state and local law, regulations, and ordinances, and in form and substance satisf actory to the City within ten (10) days after written notification to the Redeveloper of the rejection. If the City rejects the final design and site plans and additions or deletions or other modifications are required by the City in order to receive its approval of the final design and site plans, said required changes shall be specifically set forth in writing and/or drawings as may be necessary to clearly show the Redeveloper those changes which are required for approval by the City. The provisions of this Section 5 (B) relating to the approval, rejection and resubmission of final design and site plans shall continue to apply until the final design and site plans have been approved by the City, provided, that, in any event, the Redeveloper shall submit final design and site plans in conformity with the provisions of the Plan, this Agreement, all documentation previously submitted to and approved by the City, all applicable federal, state and local laws, regulations, and ordinances and in form and substance satisf actory to the City no later than (C) Construction Plans to be Submitted for A~rova~l ~ the City. On or before the Redeveloper sha submit to the City, for approval by the City, detailed plans, drawings, specifications, and related documents, including a landscaping plan and a color rendering and/or color samples of exterior materials of the building to be constructed on the Property, and the proposed construction schedule, which plans, drawings, specifications, related documents, and progress schedule, together with any and all changes therein that may thereafter be made and submitted to the City as herein provided, are, except as otherwise clearly indicated by the 8 context, hereinafter collectively called "Construction Plans", with respect to the Improvements to be constructed by the Redeveloper on the Property. The Construction Plans shall be in sufficient completeness and detail to show that such improvements and the construction thereof shall be in accordance with the provisions of the Plan, this Agreement, the final design and site plans, all documentation previously submitted to and approved by the City, all applicable federal, state and local laws, regulations and ordinances. The City shall complete its review of the Construction Plans described in the preceding paragraphs within ten (10) days of their submission. If the Construction Plans originally submitted conform to the provisions of the Plan, this Agreement, the final design and site plans, all documentation previously submitted to and approved by the City, all applicable federal, state and local laws, regulations and ordinances, the City shall indicate to the Redeveloper its approval of the Construction Plans by written notice to the Redeveloper, which notice shall be given in said ten (10) day period, and no further filing by the Redeveloper or approval by the city shall be required, except with respect to any material change. Approval of the Construction Plans shall not be unreasonably withheld by the City. Failure of the City to give the Redeveloper written notice of rejection of the Construction Plans within said ten (10) day period shall constitute approval of the Construction Plans by the city. If the City rejects the Construction Plans in whole or in part, for not conforming to the provisions of the Plan, this Agreement, the final design and site plans, all documentation previously submitted to and approved by the City, all applicable federal, state and local laws, regulations and ordinances, the Redeveloper shall submit new or corrected Construction Plans which do conform to the provisions of the Plan, this Agreement, the final design and site plans, all documentation previously submitted to and approved by the City, all applicable federal, state and local laws, regulations and ordinances, within ten (10) days after written notification to the Redeveloper of the rejection. If the City rejects the Construction Plans and additions or deletions or other modifications are required by the City in order to receive its approval of the Construction Plans, said required changes shall be specifically set forth in writing and/or drawings as may be necessary to clearly show the Redeveloper those changes which are required for approval by the City. The provisions of this Section 5 (C) relating to the approval, rejection and resubmission of Construction Plans shall continue to apply until the Construction Plans have been approved by the City, provided, that, in any event, the Redeveloper shall submit Construction Plans in conformity with the provisions of the Plan, this Agreement, the final design and site plans, all documentation previously submitted to and approved by the City, all applicable federal, state and local laws, regulations and ordinances no later than All 9 work with respect to the Improvements to be constructed or provided by the Redeveloper on the Property shall be in conformity with the Construction Plans as approved by the City. The term "Improvements", as used in this Agreement, shall be deemed to have reference to the improvements as provided and specified in the Construction Plans as approved by the City. (0) Changes in Construction Plans After Approval of Said Plans b~ the C~it~. If the Redeveloper desires to make any change in the Construct-ion Plans after their approval by the City, the Redeveloper shall submit the proposed changes to the City for its approval. If the Construction Plans, as modified by the proposed change, conform to the requirements of Section 5(C) hereof with respect to such previously approved Construction Plans, the City shall approve the proposed change and notify the Redeveloper in writing of its approval. Approval of the proposed change in the Construction Plans within ten (10) days of submission to the designated city official shall constitute approval of the proposed change in the Construction Plans by the City. (E) Time for Commencement and Completion of Construction of I~m~r~o~vements. The Redeveloper agrees for itself, its successors and assigns-, awn every successor in interest to the Property, or any part thereof, that the Redeveloper, and such successors and assigns, shall promptly begin and diligently prosecute to completion the redevelopment of the Property through the construction of the Improvements thereon, and that such construction shall, in any event, be begun by or within 60 days after the City's final approva in wr~t~ng of the Construction Plans, and shall be substantially completed by . (F) Manner of Construction of Improvements. (1) The Redeveloper agrees for itself, its successors and assigns, and every successor in interest to the Property, or any part thereof, that the construction of the Improvements on the Property shall be pursuant to the approved Construction Plans and any approved changes in the Construction Plans. (2) The Redeveloper agrees for itself, its successors and assigns, and every successor in interest to the Property, or any part thereof, that the construction of the Improvements on the Property shall be pursuant to the provisions of all applicable federal, state and local laws, ordinances and regulations. (3) All contracts for the construction of the Improvements shall provide that all contractors and subcontractors furnish contractor's and subcontractor's affidavits in the form provided by state statute and that waivers of lien from all persons who have performed work and labor, furnished services, or supplied equipment, materials or supplies in connection with the construction of the Improvements be required for all final payments made. .„ (G) Evidence of Financing. Within thirty (30) days after the date of tFiis Agreement, the Redeveloper shall submit to the City evidence from a financial lending institution indicating that said lending institution will provide to the Redeveloper the financing necessary for the construction of the Improvements. (H) Approval of Construction Plans and Evidence of Financing as Conditions Precedent to Construction. The subm~ssi~o`n o~ Construction PTans an3~the r approval~y t e ity as provided for in this Section, and the submission of commitments for financing as provided for in this Section, are conditions precedent to the Redeveloper's right to commence construction of the Improvements. (I) Progress Reports. Subsequent to the conveyance of the Property to the Redeveloper, and until construction of the Improvements has been completed, the Redeveloper shall make reports when milestone dates are achieved or upon special request by the City, in such detail and at such times as may be reasonably requested by the City, as to the actual progress of the Redeveloper with respect to such construction. (J) Certificate of Completion. (1) Promptly after completion of the Improvements in accordance with those provisions of this Agreement relating solely to the obligations of the Redeveloper to construct the Improvements, the City shall furnish the Redeveloper with an appropriate instrument so certifying. Such certification by the City shall be, and it shall be so provided in the Deed and in the certifications, a conclusive determination of satisfaction and termination of the agreements and covenants in this Agreement and in the Deed, with respect to the obligations of the Redeveloper, its successor and assigns and every successor in interest to the Property, or any part thereof, to construct the Improvements. Such certification and such determination shall not constitute evidence of compliance with or satisfaction of any obligation of the Redeveloper to any holder of a mortgage, or any insurer of a mortgage, securing money loaned to finance the Improvements, or any part thereof. (2) The certification provided for in Section 5 (J)(1) of this Agreement shall be in such form as will enable it to be recorded in the Office of the ex-officio Recorder of Deeds, Fulton County, Illinois among the land records of the county. The Redeveloper shall pay all costs for so recording the certification. If the City refuses or fails to provide the certification in accordance with the provisions of this Section, the city shall, within thirty (30) days after written request by the Redeveloper, provide the Redeveloper with a written statement, indicating in adequate detail in what respects the Redeveloper has failed to complete the Improvements in accordance with the provisions of this Agreement, or is otherwise in default, and what measures or acts it will be necessary, in the opinion of the City, for the Redeveloper to take or perform in order to obtain such certification. The certification provided for herein shall not be unreasonably withheld by the City. 11 SECTION 6. PROHIBITIONS AGAINST ASSIGNMENT AND TRANSFER OF PROPERTY. (A) Re resentations as to Redevelo ment. The Redeveloper represents a~ agrees that the purc ase o t e Property, and other undertakings pursuant to this Agreement, are, and will be used, for the purpose of redevelopment of the Property and not for speculation in land holding. (B) Prohibition A ag inst Transfer of Pro~ert~ and Assignment of A r_e_e_m_en~t. The Redeveloper agrees for~itseTf, its successors and as~gns, and every successor in interest to the Property, or any part thereof, or any interest therein, that: (1) Except only as security for obtaining the financing necessary to enable the Redeveloper, its successors and assigns, or any successor in interest to the Property, or any part thereof, or any interest therein, to perform its obligations with respect to completion of the Improvements pursuant to this Agreement, the Redeveloper has not made or created, and will not, prior to the completion of the Improvements as certified by the City, make or create, or suffer to be made or created, any sale, assignment, conveyance, lease, trust or power, or transfer in any other mode or form of, or with respect to, this Agreement, or the Property, or any part thereof, or any interest therein, or contract or agree to do any of the same, except for utility easements, without the prior written approval of the City; provided that, prior to the issuance by the City of the certificate provided for in Section 5 of this Agreement as to completion of the Improvements, the Redeveloper may enter into an agreement to sell, assign, convey, lease, or otherwise transfer, after the issuance of such certificate by the City, the Property, or any part hereof, or any interest therein, which agreement shall not provide for payment of or on account of the purchase price or rent for the Property, or the part thereof, or the interest therein, to be so transferred, prior to the issuance of such certificate. (2) The city shall be entitled to require, except as otherwise provided in this Agreement, as conditions to any such approval by the City, that: (a) Any proposed purchaser, assignee or other transferee, and every successor in interest to the Property, or any part thereof, or any interest therein, shall have the qualifications and financial responsibility, as determined by the City to be necessary and adequate, to fulfill the obligations undertaken in this Agreement by the Redeveloper. (b) Any proposed purchaser, assignee or other transferee, and every successor in interest to the Property, or any part thereof, or any interest therein, by instrument in writing satisfactory to the City and in such form as will enable it to be recorded in the Office of the ex-officio Recorder of 12 Deeds, Fulton County, Illinois among the land records of the county in which the Property is situation, shall have, for the benefit of the City, expressly assumed all of the obligations of the Redeveloper under this Agreement and agreed to be subject to all the conditions and restrictions to which the Redeveloper is subject; provided that, the fact that any purchase, assignee or other transferee, or any other successor in interest to the Property, or any part thereof, or any interest therein, did not assume such obligations or so agree, shall not, unless and only to the extent otherwise specifically provided in this Agreement or agreed to in writing by the City, relieve or except such transferee or successor of, or from, such obligations, conditions, or restrictions, or deprive or limit the City of any rights, remedies or controls provided in or resulting from this Agreement, with respect to the Property or the construction of the Improvements; it being the intent of this Section, together with all other provisions of this Agreement that, to the fullest extent permitted by law and equity and excepting only to the extent otherwise specifically provided in this Agreement, no transfer of, or change with respect to, ownership in the Property, or any part thereof, or any interest therein, however consummated or occurring, and whether voluntary or involuntary, shall operate, legally or practically, to deprive or limit the City of any rights, remedies or controls, provided in or resulting from this Agreement, with respect to the Property or the construction of the Improvements that the City would have had, had there been no such transfer or change. (c) All instruments and other legal documents involved in effecting the transfer shall be submitted to the City for review and approval by the City. If such documents are approved by the City, its approval shall be indicated to the Redeveloper in writing. (d) The consideration payable for the transfer by the purchaser, assignee or other transferree or any other successor in interest to the Property, or any part thereof, or any interest therein, shall not exceed an amount representing the actual cost, including interest and carrying charges, of the Property, or allocable to the part hereof, or interest therein, transferred, and the Improvements, of any, made thereon, to the Redeveloper; it being the intent of this provision to preclude the assignment of this Agreement or the transfer of the Property, or any part thereof, or any interest therein, for profit prior to the completion of the Improvements. In the event any such assignment or transfer is made, and is not cancelled, the City shall be entitled to increase the Purchase Price for the Property to the Redeveloper by the amount that the consideration payable for the assignment or transfer is in excess of the amount that is authorized pursuant to this Section 6(B)(Z)(d), and such consideration 13 shall, to the extent that it is in excess of the amount so authorized, belong to and be paid to the City at the time of, or prior to, the assignment or transfer. (e) The Redeveloper, its successors and assigns or other transferees, and every successor in interest to the Property, or any part thereof, or any interest therein, shall comply with such other conditions as the City may find necessary or desirable in order to achieve and safeguard the purposes of the Act and the Plan. (C) Redeveloper Not Relieved of Obligations ~ Transfer of Property or Assi nment of A~r_e_e_m_en~t. In the~sence of specific written approva y the~ity to the contrary, no transfer of the Property or assignment of this Agreement by the Redeveloper pursuant to Section 6(B) of this Agreement shall be deemed to relieve the Redeveloper, or any other party bound in any way by this Agreement or otherwise with respect to the construction of the Improvements, from any of its obligations with respect thereto. SECTION 7. MORTGAGE FINANCING. (A) Limitation Upon Encumbrance of Property. (1) Covenant Against Encumbrance. Prior to the completion of the Improvements, and except as provided for in subsection (2) of Section 7(A) of this Agreement, the Redeveloper covenants and agrees for itself, its successor and assigns, and every successor in interest to the Property, or any part thereof, not to engage in any financing or other transaction creating any mortgage or other encumbrance or lien upon the Property, whether by express agreement or operation of law, and not to place upon the Property, or suffer to be placed upon the Property, any lien or other encumbrance, other than a lien upon the Property for current taxes, levied but not then due and payable, and not to suffer any levy or attachment to be made on the Property. Any such mortgage, encumbrance or lien shall be deemed a violation of this covenant on the date of its execution or filing of record regardless of whether or when it is foreclosed or otherwise enforced. (2) Mortgage to Finance Improvements. The Redeveloper, its successors and assigns and every successor in interest to the Property, or any part thereof, shall, at all times, have the right to encumber, pledge or convey its right, title and interests in and to the Property, by way of a mortgage, to finance the purchase of the Property, by way of a mortgage, to finance the purchase of the Property and the construction of any of the Improvements, or to refinance any outstanding loan or loans heretofore obtained by the Redeveloper, its successors and assigns, and every successor in interest to 14 the Property, or any part thereof, for any such purpose. Such mortgage shall not exceed an amount equal to the sum of the Purchase Price paid by the Redeveloper to the City for the Property and the cost of constructing the Improvements. (3) Redeveloper to Notify City of Mortgage and Furnish Names and Addresses of Mortgagees. The Redeveloper, its successors and assigns, and every successor in interest to the Property, or any part thereof, shall notify the City in advance of any mortgage or other similar lien instrument which has been created on the Property and shall furnish the City with the name and address of the mortgagee and of the holder under any mortgage executed pursuant to this Agreement. (4) Redeveloper to Notify City of Other Encumbrances. The Redeveloper, its successors and assigns, and every successor in interest to the Property, or any part thereof, shall also promptly notify the City of any other lien or encumbrance which has been created on or attached to the Property, whether by act of the Redeveloper or otherwise. (6) M~o_r_t~a~e~e Not _O_b__l__i~a__t_e_d_ to Construct. Notwithstanding any of the prove- sons-of~iis g-~ r e n~ n~`cTud~ng, but not 1 invited to, those provisions which are, or are intended to be, covenants running with the land, the holder of any mortgage authorized by this Agreement, including any such holder who obtains title to the Property, or any part thereof, as a result of foreclosure proceedings, or action in lieu thereof, but not including (a) any other party who thereafter obtains title to the Property, or any part thereof, from or through such holder, or (b) any other purchaser at a foreclosure sale other than the holder of the mortgage itself, shall, in no way, be obligated by the provisions of this Agreement, to construct or complete the construction, of the Improvements, or to guarantee such construction or completion; nor shall any covenant or any other provision in the Deed be construed to so obligate such holder; provided, that, nothing in this Section, or any other Section or provision of this Agreement, shall be deemed or construed to permit or authorize any such holder to devote the Property, or any part thereof, to any uses, or to construct any improvements thereon, other than those uses or improvements provided for or permitted in the Plan and this Agreement. (C) Copy of Notice of Breach or Default to Mortgages. Whenever the City pursuant to this Agreement, shall deliver any notice or demand to the Redeveloper with respect to any breach or default by the Redeveloper in its obligations or covenants under this Agreement, the City shall, at the same time, furnish a copy of such notice or demand to each holder of any mortgage authorized by this Agreement at the last address of such holder as shown in the records of the City. 15 (D) Mort a ee's _O ~tt__i__o_~~n to Cure Breach or Default. After any breach or de au t y thee Redeveloper as re~erre~ o~i'n the preceding paragraph, each holder of any mortgage authorized by this Agreement, shall have the right, at its option, to cure or remedy such breach or default, and to add the cost of such cure or remedy to the mortgage debt and the lien of its mortgage; provided, that, if the breach or default is with respect to any matter concerning the construction of the Improvements, nothing contained in this Section, or any other Section or provision of this Agreement, shall be deemed or construed to permit or authorize any such holder, either before or after foreclosure proceedings, or action in lieu thereof, to undertake or continue the construction or completion of the Improvements, or financing relative thereto, beyond the extent necessary to conserve or protect the Improvement or the construction already begun, without first having expressly assumed all of the obligations of the Redeveloper by written instrument satisfactory to the City. Any such holder who shall properly complete the Improvements relating to the Property, or applicable part thereof, shall be entitled, upon written request made to the City, to a certification or certifications by the city to such effect and in the manner provided in Section 5 (J) of this Agreement. (E) C-item's 0_~_t__i_o~n to ~ Mort a e Debt or Purchase P~r~o~er~t In any case, were, subsequent o any breach or 3efauTi-may the Redeveloper in its obligations or covenants under this Agreement, the holder of any mortgage authorized by this Agreement (a) does not exercise its option to cure or remedy such breach or default, and such failure continues for a period of sixty (60) days after the holder has been notified or informed of the breach or default pursuant to Section 7 (c) of this Agreement; (b) undertakes to cure or remedy such breach or default, but does not complete such cure or remedy within the period of time agreed upon by the City and such holder, and such breach or default shall not have been cured or remedied within sixty (60) days after written demand by the City to do so, the City shall, and every mortgage instrument made prior to the completion of the Improvements by the Redeveloper, or its successors and assigns, or any successor in interest to the Property, or any part thereof, shall so provide, have the option of paying to the holder the amount of the mortgage debt and securing an assignment of the mortgage and the debt secured thereby, or, in the event ownership of the Property has vested in such holder, by way of foreclosure proceedings, or action in lieu thereof, have the Property conveyed to the City by such holder upon payment to such holder of an amount equal to the sum of: (i) the mortgage debt at the time of the foreclosure proceedings, or action in lieu thereof, less all appropriate credits, including those resulting from the collection and application of rentals and other income received during the foreclosure proceedings; (ii) all 16 expenses with respect to the foreclosure; (iii) the net expense, if any, exclusive of general overhead, incurred by such holder in, and as a direct result of, the subsequent management of the Property; (iv) the costs of any Improvements made by such holder; and (v) an amount equivalent to the interest that would have accrued on the aggregate of such amounts had all such amounts become part of the mortgage debt and such debt had continued in existence. (F) City's 0~t_i_o~n to Cure Breach or Default. In the event of any breach or defau-Tt prior to the completion-the Improvements by the Redeveloper, or its successors and assigns, or any successor in interest to the Property, or any part thereof, in its obligations or covenants under this Agreement, the City may, at its option, cure or remedy such breach or default. If the City exercises its option to cure or remedy such breach or default, the City shall be entitled, in addition to and without limitation upon any other rights or remedies to which it shall be entitled by this Agreement, by operation of law, or otherwise, to reimbursement from the Redeveloper or its successor and assigns, or any successor in interest to the Property, or any part thereof, of all costs and expenses incurred by the City in curing or remedying such breach or default and to a lien upon the Property for such reimbursement; provided, that, any such lien for such reimbursement shall be subject to the lien of any then existing mortgages on the Property authorized by this Agreement. (G) Mortgage and Holder. For the purposes of this Agreement, the term "mortgage" s~ia1T-include a deed of trust or other instrument creating an encumbrance or lien upon the Property, or any part thereof, as security fora loan. The term "holder" when used in reference to a mortgage shall include any insurer or guarantor of any obligation or condition secured by such mortgage or deed of trust. (H) No Limitation of City's Remedies. This Section shall not limit in any way the remedies the City has pursuant to other Sections of this Agreement, and pursuant to law and equity, in the event of the breach or default by the Redeveloper in its obligations or covenants under this Agreement. SECTION 8. REMEDIES: (A) In General. Except as otherwise provided in this Agreement, in the event o~ any default in or breach of this Agreement, or any of its terms or conditions, by either party hereto, or any successor to such party, such party, or successor, shall, upon written notice from the other, proceed immediately to cure or remedy such default or breach, and, in any event, shall cure or remedy such default or breach within sixty (60) days after receipt of such notice. In case such action is not taken or not diligently pursued, or the default or breach shall not be cured or remedied within a reasonable time, the aggrieved party may institute such proceedings as may be necessary or desirable in its opinion to cure and remedy such default or breach, including, but not limited to, proceedings to compel specific performance by the party in default or breach of its obligations. 11 (B) Termination by the Redevelo er Prior to Conveyance. In the event that the ,ty oes not ten er conveyance or pos-ses-is `on of the Property as provided in this Agreement, and such failure is not cured within thirty (30) days after written demand by the Redeveloper, or the Redeveloper furnishes evidence satisfactory to the City by that it has been unable, after diligent effort, to obtain inanc ng for the construction of the Improvements upon satisfactory terms, then, this Agreement shall, at the option of the Redeveloper, be terminated by the Redeveloper by written notice to the City. In such event, any f unds received by the City from the Redeveloper pursuant to this Agreement shall be returned, without interest, to the Redeveloper and neither the City nor the Redeveloper shall have any further rights against, or liability to, the other under this Agreement. (C) Termination ~ the City Prior to Conveyance. In the event that, prior to the conveyance of the Property to the Redeveloper, and in violation of the terms of this Agreement, the Redeveloper, or its successors and assigns, or any successor in interest to the Property, or any part thereof, (1) assigns or attempts to assign this Agreement, or any rights hereunder; or (2) fails to submit site plans or Construction Plans, as required by Section 5 of this Agreement; or (3) fails to pay the Purchase Price or take title to the Property upon tender of conveyance by the City as provided in this Agreement; and such failure is not cured within thirty (30) days after written demand by the City, then, this Agreement, and any rights of the Redeveloper, or its successor and assigns, or any successor in interest to the Property, or any part thereof, in this Agreement, shall, at the option of the City, be terminated by the City by written notice to the Redeveloper. In such event, any funds received by the City from the Redeveloper pursuant to this Agreement shall be retained by the City as liquidated damages and neither the Redeveloper nor the City shall have any further rights against, or liability to, the other under this Agreement. (D) Revesting Title in City Upon Happening of Event Subsequent to Conveyance to Redeveloper. In the event that, subsequent to the conveyance of the Property to the Redeveloper, and prior to completion of construction of the Improvements as certified by the City, the Redeveloper, or its successors and assigns, or any successor in interest to the Property, or any part thereof, (1) shall default in or violate its obligations with respect to the construction of the Improvements, including the dates for the beginning and completion thereof, or shall abandon or substantially suspend construction, and any such 18 default, violation, abandonment, or suspension shall not be cured, ended, or remedied within ninety (90) days after written demand by the City to do so; or (2) shall fail to pay real estate taxes or assessments on the Property, or any part thereof, when due, or shall place thereon any encumbrance or lien unauthorized by this Agreement, or shall suffer any levy or attachment to be made, or any materialmen's or mechanic's lien or any unauthorized encumbrance or lien to attach, and such taxes or assessments shall not have been paid, or the encumbrance or lien removed or discharged or provision satisfactory to the City made for such payment, removal, or discharge, within ninety (90) days after written demand by the City to do so; or (3) transfers the Property, or any part thereof, in violation of this Agreement, and such violation shall not be cured within sixty (60) days after written demand by the City ; then the City shall have the right to re-enter and take possession of the Property and to terminate, and revest in the City, the estate conveyed by the Deed to the Redeveloper, it being the intent of this provision, together with other provisions of this Agreement, that the conveyance of the Property to the Redeveloper shall be made upon, and the Deed shall contain, a condition subsequent as set forth in Section 3 (D) of this Agreement. In addition to, and without in any way limiting, the City's right of re-entry and revesting of title as provided for in the preceding sentence, upon the occurrence of a default, failure or violation by the Redeveloper as specified in said sentence, the City shall also have the right to retain any funds received pursuant to this Agreement as liquidated damages. (E) Resale of Reac uired Pro ert Disposition of Proceeds. Upon the revest ng~n t e City of tit a to tie Property, or any part thereof, as provided in Section 8 (D) of this Agreement, the City shall use its best efforts to resell the Property, or part thereof, subject to any mortgage liens and leasehold interests on the Property, as soon and in such manner as the City shall find feasible and consistent with the objectives of applicable law and of the Plan, to a qualified and responsible party or parties, as determined by the City, who will assume the obligation of making or completing the construction or rehabilitation of the Improvements or such other improvements in their stead as shall be satisfactory to the City and in accordance with the uses specified for such Property, or part thereof, in the Plan. Upon such resale of the Property, the proceeds thereof shall be applied: (1) First, to reimburse the City for all costs and expenses incurred by the City, including, but not limited to the following: 19 (a) salaries of personnel recapture, management, and part thereof, but less any from the Property, or part such management; in connection with the resale of the Property, or income derived by the City thereof, in connection with (b) all taxes, assessments, and water and sewer charges with respect to the Property, or part thereof, or, in the event the Property is exempt from taxation or assessment or such charges during the period of ownership by the City, an amount as determined by the county assessing official that would have been payable if the Property were not so exempt; (c) any payments made, or necessary to be made, to discharge any encumbrances or liens existing on the Property, or any part thereof, at the time of reverting of title thereto in the City or to discharge or prevent from attaching or being made any subsequent encumbrances or liens due to obligations, defaults, or acts of the Redeveloper, its successors and assigns, or any successor in interest to the Property, or any part thereof; (d) any expenditures made or obligations incurred with respect to the making or completion of the Improvements, or any part thereof, on the Property, or any part thereof; and (e) any amounts otherwise owing the City by the Redeveloper, its successors and assigns, or any successor in interest to the Property, or any part thereof; and, (2) Second, to reimburse the Redeveloper, its successors and assigns, or any successor in interest to the Property, or any part thereof, up to the amount equal to the following: (a) the sum of the Purchase Price paid by it for the Property and the amount actually invested by it in making any of the Improvements on the Property; less (b) any gains or income withdrawn or made by it from this Agreement or the Property. Any balance remaining after such reimbursement shall be retained by the City as its property. (F) Non- ap yment of Real Property Taxes: In the event that the real property taxes on the Property are not paid within thirty (30) days from the date that said taxes are due and owing during any time that tax increment allocation obligations are outstanding during the term of the Plan, the City may, at its option, 20 (1) pay the special tax allocation fund for the Central Business District an amount equal to the amount said special tax allocation fund would have received from the real property taxes had the real property taxes been paid; or (2) pay the real property taxes due and owing on the Property. The amounts paid by the City, pursuant to the provisions of the preceding sentence, shall bear interest from the date of payment at the rate of 10%. The City shall have a lien upon the Property for all amounts paid pursuant to this provision of the Agreement, together with interest and all expenses incurred in the recovery of said amounts from the Redeveloper. The City may bring such actions as it may deem appropriate to enforce payment of such amounts by the Redeveloper and/or foreclose the lien upon the Property. (G) Other _R~i ht~s and Remedies of C__i__t~~; No Waiver ~ D~el~a The City shall~iave ~ rig~to-i'ns~u~'e suc~ac~ons or proce-wings, as it may deem desirable, for effectuating the purposes of this Section of the Agreement, including the right to execute and record or file in the Office of the Recorder of Deeds, Fulton County, Illinois among the land records of the plat in which the Property is situated a written declaration of the termination of all the rights, title, and interest of the Redeveloper, its successors and assigns, and every successor in interest to the Property, or any part thereof, in the Property, but subject to such mortgage liens and leasehold interests on the Property, and the revesting of title thereto in the City; provided, that, any delay by the City in instituting or prosecuting any such actions or proceedings or otherwise asserting its rights under this Section shall not operate as a waiver of such rights or to deprive it of, or limit, such rights in any way, it being the intent of this provision of the Agreement that the City should not be constrained, so as to avoid the risk of being deprived of, or limited in, the exercise of the remedy provided in this Section because of concepts of waiver, laches, or otherwise, to exercise such remedy at a time when it may still hope otherwise to resolve the problems created by the default involved; nor shall any waiver in fact made by the City with respect to any specific default by the Redeveloper under this Section be considered or treated as a waiver of the rights of the City with respect to any other defaults by the Redeveloper under this Section, or with respect to the particular default, except to the extent specifically waived in writing. (H) Ri9h~t_s and Remedies Cumulative. The respective rights and remedies o~ the City and the Redeveloper, whether provided by this Agreement or by law, shall be cumulative, and the exercise by either party of any one or more of such rights or remedies shall not preclude the exercise, at the same or at different times, of any other such rights or remedies for the same default or breach by the other party. 21 (I) Waivers. (1) In the event that either party to this Agreement shall not take any action in respect to any failure of the other party to observe or perform any of the terms, covenants, conditions, or provisions of this Agreement required to be observed, performed or kept by such party, or in respect of any default under this Agreement by the other party, whether before or after any suit or judgment has been filed or obtained against such other party, the same shall not be construed as a waiver of such failure or default in respect of the term, covenant, condition or provision of this Agreement not being observed, performed or kept, or of this Agreement as an entirety. (2) Any right or remedy which the City or the Redeveloper may have under this Agreement, or any provision of this Agreement, may be waived in writing by the City or the Redeveloper without the execution of a new or supplemental agreement. No waiver made by either party with respect to the performance, or manner or time thereof, or any obligation of the other party, or any condition to its own obligation under this Agreement, shall be considered a waiver of any rights of the party making the waiver with respect to the particular obligation of the other party, or condition of its own obligation, beyond those expressly waived in writing, or a waiver in regard to any other rights of the party making the waiver of any other obligations of the other party. SECTION 9. ENFORCED DELAY IN PERFORMANCE FOR CAUSES BEYOND CONTROL OF PARTY: For the purposes of any of the provisions of this Agreement, neither the City nor the Redeveloper, its successors and assigns, nor any successor in interest to the Property, or any part thereof, shall be considered in breach or default of its obligations with respect to the preparation of the Property for redevelopment, or the commencement and completion of construction of the Improvements, or progress in respect thereto, in the event of enforced delay in the performance of such obligations due to unforeseeable causes beyond its control and without its fault or negligence, including, but not restricted to, acts of God, acts of the public enemy, acts of the Federal or State Government, acts of the other party, fires, floods, epidemics, quarantine restrictions, strikes, embargoes, and unusually severe weather, or delays of subcontractors due to such causes. In the event of the occurrence of any such enforced delay, the time or times for the performance of the obligations of the City with respect to the preparation of the Property for redevelopment, or of the Redeveloper with respect to commencement and completion of construction of the Improvements, or progress in respect thereto, shall be extended for the period of the enforced delay, if the party seeking the extension shall request it in writing of the other party within ten (10) days after the beginning of any such enforced delay. 22 SECTION 10. PROVISIONS NOT MERGED WITH DEED: None of the provisions of this Agreement are intended to or shall be merged by reason of any deed transferring title to the Property from the City to the Redeveloper, its successors and assigns, or any successor in interest to the Property, or any part thereof, and any deed shall not be deemed to affect or impair the provisions and covenants of this Agreement. SECTION 11. TITLES OF ARTICLES AND SECTIONS: Any titles of the several parts and Sections of this Agreement are inserted for convenience or reference only and shall be disregarded in construing or interpreting any of its provisions. SECTION 12. CONFLICT OF INTEREST: No member, official, or employee of the City shall have any personal interest, direct or indirect, in this Agreement, nor shall any such member, official, or employee participate in any decision relating to this Agreement which affects his personal interests or the interests of any corporation, partnership, or association in which he is, directly or indirectly, interested. No member, official, or employee of the City shall be personally liable to the Redeveloper, its successors and assigns, or any successor in interest to the Property, or any part thereof, in the event of any default or breach by the City or for any amount which may become due to the Redeveloper, its successor and assigns, or any successor in interest to the Property, or any part thereof, or on any obligation under the terms of this Agreement. SECTION 13. NOTICE: Notices provided for in this Agreement shall be sent to the parties on behalf of the City and the Redeveloper at the addresses indicated below: City Clerk City of Canton SAR Properties 210 East Chestnut Street Canton, Illinois 61520 Canton, Illinois 61520 SECTION 14. COUNTERPARTS: This Agreement is executed in two (2) counterparts, each of which shall constitute one and the same instrument. IN WITNESS WHEREOF, the City has caused this Agreement to be executed in its name and on its behalf by the Mayor and attested to by the Clerk, and the Redeveloper has signed and sealed the same as of the day and year first above written. 23 City of Canton BY: Mayor Attest: Nancy Whites, City Clerk d/b/a SAR Properties 24 EXHIBIT "A" LEGAL DESCRIPTION The East One-Half (E 1/2) of Lot Number Forty-Three (43) in Jones' Second Addition to the Town, now City of Canton, situated in the City of Canton, County of Fulton, and State of Illinois, EXCEPT The West seven inches (7"), more or less, of the West One-Half (W 1/2) of the East One-Half (E 1/2) of Lot Number Forty-Three (43) in Jones' Second Addition to the City of Canton, situated in Fulton County, Illinois (it being the intention of the parties hereto that that Easterly line of the perpetual easement shall be the Eastern edge of the brick veneer wall as constructed). 25