HomeMy WebLinkAboutResolution #3880%•
RESOLUTION NO. 3 8 8 0
A RESOLUTION APPROVING A REDEVELOPMENT AGREEMENT WITH COOK
CANTON, INC. AND AUTHORIZING AND DIRECTING THE MAYOR AND CITY
CLERK OF THE CITY OF CANTON TO EXECUTE SAID AGREEMENT ON BEHALF
OF THE CITY OF CANTON
WHEREAS, Navistar (f/k/a International Harvester Corporation and f/k/a International
Truck and Engine) was the owner and operator of the IH Site from 1916 until 1984 where it
manufactured farming equipment and implements; and
WHEREAS, between 1984 and 1999, various entities, including inter alia, Canton
Industrial Corporation, The Thistle Company, Cyber America Corporation and Canton Tire
Recycling owned either all or certain parcels of the IH Site; and
WHEREAS, due to delinquent property taxes that accrued on the Site, the County of
Fulton, Illinois took title to the entire IH Site pursuant to a court order entered June 18, 1999 as
Trustee (per 35 ILCS 200/21-90) for the various taxing districts involved; and
WHEREAS, pursuant to an Intergovernmental Agreement by and between the County of
Fulton and City of Canton, executed on November 15, 1999, the County of Fulton agreed to
convey the property it held as Trustee to a land trust with the City of Canton as Trustee with all
of the various taxing districts involved as owners of the beneficial interests therein; and
WHEREAS, the USEPA entered into a Prospective Purchaser Agreement with the City
which provides, among other things, that the USEPA will not look to the City, the County or any
prospective purchasers of the IH Site for contribution toward the environmental remediation
costs but at the same time the USEPA reserved its rights to legally pursue prior owners who may
have contributed to contamination at the IH Site; and
WHEREAS, the City entered the IH Site into IEPA's Voluntary Site Remediation
Program, as set forth in Title XVII of the Illinois Environmental Protection Act, 415 ILCS 5/58
et seq., and the regulations promulgated there under (collectively the "SRP") on September 27,
2000; and
WHEREAS, prior environmental investigations have revealed the presence of VOCs,
PAHs, metals, TPH above default TACO Tier I Remediation Objectives, and light non-aqueous
phase liquid ("LNAPL") at the IH Site and that the LNAPL has migrated off-site to the west of
the IH Site onto the public thoroughfare and the northern block of the adjacent property
commonly referred to as the "Petersen Property"; and
WHEREAS, the City and Navistar have cooperated and desire to continue to cooperate in
addressing the remaining environmental issues known and unknown at the IH Site; and
WHEREAS, as a result of the cooperation between the City and Navistar, Draft No
Further Remediation Letters have been issued by the IEPA for approximately 7.5~ acres on the
northeastern portion of the IH Site;
WHEREAS, the City and Navistar desire to avoid costly and protracted proceedings and
to resolve their dispute with respect to the issues concerning the Site and agreed upon an
expeditious and timely mechanism for completing all necessary SRP Closure Activities and
obtaining No Further Remediation ("NFR") letters pursuant to 35 I11.Adm.Code Part 740 and
742 for all of the Site and/or subdivisions thereof; and
WHEREAS, as evidence of their desire to resolve their disputes and provide a
mechanism for completing all necessary SRP Closure Activities and obtaining No Further
Remediation Letters, thereby making the property available for reuse and redevelopment, the
City and Navistar entered into the Settlement Agreement; and
WHEREAS, as part of their obligations under the Settlement Agreement, Navistar agreed
to fund certain remedial components including an engineered barrier for the IH Site; and
WHEREAS, on or about February 26, 2008, pursuant to the Settlement Agreement,
Navistar placed into escrow at MidAmerica National Bank approximately $293,402.00
designated for the cost of an engineered barrier on 2.7 acres of the northeastern block of the IH
Site; and
WHEREAS, the City and Navistar continue their discussion under the Settlement
Agreement regarding funding for the requisite engineered barrier for the IH Site, including
specifically the Real Estate; and
WHEREAS, the Act authorizes any Illinois municipality to use Tax Increment Financing
("TIF") if it has a redevelopment project area that qualifies as a "blighted area," a "conservation
area," an "industrial bark conservation area," or a combination of these areas, as defined (65
ILCS 5/11-74.4-3(f); and
WHEREAS, if the requisite factors are present, the municipality may propose a
redevelopment plan and project for the area and after complying with the statutory process, by
ordinance approve the plan and project, designate the redevelopment project area as a qualified
area, and adopt TIF; and
WHEREAS, on July 6, 2004, the Canton City Council, after complying with all statutory
requirements, determined that the IH Site should be designated as a redevelopment project area
pursuant to 11-74.4-3 of the TIF Act and adopted Ordinance 1805 as evidence thereof; and
WHEREAS, on July 6, 2004, the Canton City Council, after complying with all statutory
requirements, determined that there were conditions that existed which caused the redevelopment
project area to be classified as a blighted area pursuant to Section 11-74.4-3 of the TIF Act, that
the area had not been subject to growth and development through investment by private
enterprise and determined that private development would not take place in the proposed area
2
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without the adoption of the Redevelopment Plan and adopted Ordinance 1806 as evidence
thereof; and
WHEREAS, on July 6, 2004, the Canton City Council, after complying with all statutory
requirements, determined that it was desirable and in the best interests of the citizens of the City
to adopt TIF pursuant to 65 ILCS 5/11-74.4 et. seq. to pay redevelopment project costs and
adopted Ordinance 1807 as evidence thereof; and
WHEREAS, Section 11-74.4(c) of the TIF Act (65 ILCS 5/11-74.4-4(c)) provides that a
municipality may within a redevelopment project area, acquire by purchase, donation, lease or
eminent domain; own, convey, lease, mortgage or dispose of land and other property, real or
personal all in the manner and at such price the municipality determines is reasonably necessary
to achieve the objectives of the redevelopment plan and project. No conveyance, lease,
disposition of land or other property owned by a municipality, or agreement relating to the
development of such municipal property shall be made except upon the adoption of an ordinance
by the corporate authorities of the municipality. Furthermore, no conveyance, lease mortgage, or
other development of such municipal property shall be made without making public disclosure of
the terms of the disposition and all bids and proposals made in response to the municipality's
request. The procedures for obtaining such bids and proposals shall provide reasonable
opportunity for any person to submit alternative proposals or bids; and
WHEREAS, on October 21, 2008, the Canton City Council voted, by a unanimous voice
vote, to sell all surplus property that was no longer necessary, appropriate, required for the use
of, profitable to, or for the best interests of the City; and
WHEREAS, pursuant to the vote taken on October 21, 2008, the City caused a Notice of
Sale to be printed in The Daily Ledger, that contained an accurate description of the Real Estate
with both a legal description and a common address, listed the current use of the property as
vacant commercial real estate and stated that bids would be opened at a regular Canton City
Council meeting on December 2, 2008; and
WHEREAS, The Daily Ledger, a corporation, existing and doing business under the laws
of the State of Illinois, by its duly authorized agent, certified that it was the publisher of the Daily
Ledger; that said The Daily Ledger is a secular newspaper, printed and published each weekday
in the City of Canton, County of Fulton and State of Illinois, that the requisite notice for sale of
Real Estate was printed and published in the regular issues of said newspaper each week for 3
successive weeks. The date of the first paper containing the same being the issue dated the 15`}'
day of November 2008, Number 15, of Volume 97, and the date of the last paper containing the
same being the 29a' day of November 28, Number 52, volume 92; and
WHEREAS, pursuant to said Notice of Sale, bids were to be opened at the meeting of the
Canton City Council on December 2, 2008. However, the December 2, 2008 Canton City
Council meeting was recessed prior to the bid opening and the meeting was reconvened on
December 11, 2008 at 9:30 a.m.; and
3
WHEREAS, on December 11, 2008, Alderman Strandberg made a Motion to direct City
Clerk, Nancy S. Whites, to open the bid with the motion being duly seconded by Alderman
Nidiffer. The motion was by a unanimous voice vote; and
WHEREAS, upon opening one bid was received from Cook Canton, Inc. Cook Canton,
Inc. submitted the bid to purchase the Real Estate. The purchase price for the Real Estate was
for $100.00. Cook Canton, Inc. proposed to construct an approximately 45,000 square foot
medical device manufacturing facility on the former IH Site to be completed in the fourth quarter
of 2009 or the first quarter of 2010. The bid stated that Cook Canton, Inc. or its affiliated
companies intended to invest approximately $5,000,000 in the Project within three yeazs from
the date of acquisition of the Real Estate and to employ approximately 150 people within the
three year period; and
WHEREAS, Alderman Sarff moved to accept the bid from Buyer. The motion was duly
seconded by Alderman Berazdi. Alderman Lewis, Alderman Strandberg, Alderman Ihnes,
Alderman Nidiffer, Alderman West, Alderman Sarff, Alderman Berazdi and Alderman Schenck
all voted in favor of the motion and the motion carried; and
WHEREAS, Section 11-74.4(b) of the TIF Act authorizes the City to enter into a
redevelopment agreement with Buyer, as developer, setting for the respective rights and
obligations of the City and Buyer with regazds to the Project; and
WHEREAS, certain infrastructure improvements must be completed in order for Buyer to
complete the Project; and
WHEREAS, in order to fund the necessary infrastructure projects, the City applied for
grant money from the State of Illinois Department of Commerce and Economic Opportunity and
the Illinois Department of Transportation; and
WHEREAS, the State of Illinois required that the City commit to funding any portion of
the Project not covered by the grant; and
WHEREAS, the necessary improvements not funded by the grants are eligible TIF
expenses; and
WHEREAS, the parties recognize that due to the substantial infrastructure needs of the
IH Site, the City is obligated to commit public funds from the TIF for the IH Site, without which
Cook Canton, Incorporated could not construct and complete the Project; and
WHEREAS, it is necessary, desirable and in the best interests of the City to enter into this
Redevelopment Agreement with Buyer as the Project is of substantial economic significance to
the City, will serve to benefit the general welfare, through redevelopment of a blighted area in
accordance with the Redevelopment Plan which includes, but is not limited to: assistance with
the physical, economic and social development of the City, providing for a stabilized population
and plan for the optimal economic growth for the City, encouragement of a sense of community
identity, pride, safety and elimination of the impediments to land disposition in the City.
4
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r
WHEREAS, the City Council of the City of Canton, Illinois has reviewed the terms of
the proposed Redevelopment Agreement, a copy of which is attached hereto and incorporated
herein as Exhibit A; and
WHEREAS, the City Council of the City of Canton, Illinois has determined that it is
desirable and in the best interest of the City of Canton to approve said Redevelopment
Agreement.
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL
OF THE CITY OF CANTON, ILLINOIS, AS FOLLOWS:
1. That the Redevelopment Agreement between the City of Canton and Cook Canton, Inc.,
which is attached hereto and incorporated herein as Exhibit A, is hereby approved in the
form attached as Exhibit A, said Redevelopment Agreement to be subject to and effective
pursuant to the terms and conditions set forth therein.
2. That the Mayor and the City Clerk of the City of Canton, Illinois are hereby authorized
and directed to execute said Redevelopment Agreement 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.
PASSED by the City Council of the City of Canton, Illinois at a regular meeting this i ~ th
day of March , 2009 upon a roll call vote as follows:
AYES: Aldermen Schenck, Berardi, Sarff, West, Ellis, Ihnes.
NAYS: None .
ABSENT: Aldermen Strandberg, Lewis.
APPROVED:
Kevin R. Meade, Mayor
ATTEST:
n n
.~__~(/ Y
Nancy S. Whites, City Clerk
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REDEVELOPMENT AGREEMENT
FOR THE
FORMER INTERNATIONAL HARVESTER SITE
BETWEEN THE
CITY OF CANTON, ILLINOIS
AND
COOK CANTON INCORPORATED
Dated: June 5, 2009
REDEVELOPMENT AGREEMENT
THIS REDEVELOPMENT AGREEMENT (this "Agreement") is made this day
of , 2009, by and between the CITY OF CANTON, an Illinois non-home rule
municipality (the "City"), Fulton County, Illinois and COOK CANTON INCORPORATED,
an Indiana corporation ("Buyer"), authorized to do business in Illinois, whose address is 750
North Daniels Way, Bloomington, Indiana 47404.
DEFINITION OF GENERAL TERMS
For purposes of this Agreement, all capitalized terms used and not otherwise defined shall have
the following meanings, unless the text expressly or by necessary implication requires otherwise:
A. "Act": Shall mean the Tax Increment Allocation Redevelopment Act found at 65
ILCS 5/11-74.4-1 et. seq., including all amendments thereto.
B. "Agreement" or "Redevelopment Agreement": Shall mean this Agreement, as
amended or supplemented at the time in question.
C. "Buyer": Shall mean Cook Canton Incorporated, doing business at 750 North Daniels
Way, Bloomington, Indiana 47404.
D. "City": Shall mean the City of Canton, Fulton County, Illinois, doing business at 2
North Main Street, Canton, Illinois 61520.
E. "IEPA": Shall mean the Illinois Environmental Protection Agency.
F. "IH Site": Shall mean the property of approximately 33 acres that Navistar owned
where farming equipment and implements were manufactured, as legally described in
Exhibit "A".
G. "International Harvester Site Redevelopment Project Area": Shall mean the tract of
land sometimes also herein after referred to as the International Harvester TIF or IH
TIF District as designated, approved and adopted by the City of Canton on July 6,
2004 as Ordinance No. 1805:
H. "International Harvester Site Redevelopment Plan": Shall mean that certain
document entitled "International Harvester Site Tax Increment Redevelopment Plan
and Project" approved and adopted by the City of Canton on July 6, 2004 as
Ordinance 1806.
I. "Option Real Estate": Shall mean the tract of land approximately 1.762 acres in size
that is part of the IH Site, legally described in Exhibit "B" attached hereto and
incorporated herein and as more fully described in Section 21, infra.
J. "Project": Shall mean an approximately 45,000 square foot medical device
2
manufacturing facility on the Real Estate to be completed in the fourth quarter of
2009 or the first quarter of 2010.
K. "Real Estate": Shall mean the tract of land approximately 7.298 acres in size that is
part of the IH Site, legally described in Exhibit "C" attached hereto and incorporated
herein.
L. "Redevelopment Improvements": Shall mean the design, permitting and/or
construction of an approximately 45,000 square foot medical device manufacturing
facility and office space, parking lot and related on-site improvements.
M. "Seller": Shall mean the City of Canton, Fulton County, Illinois, doing business at 2
North Main Street, Canton, Illinois 61520.
N. "Settlement Agreement": Shall mean the document dated May 10, 2007 by and
between Seller and Navistar (f/k/a International Harvester Company and f/k/a
International Truck and Engine Corporation).
O. "USEPA": Shall mean the United States Environmental Protection Agency.
RECITALS
WHEREAS, Navistar (f/k/a International Harvester Corporation and f/k/a International
Truck and Engine) was the owner and operator of the IH Site from 1916 until 1984 where it
manufactured farming equipment and implements; and
WHEREAS, between 1984 and 1999, various entities, including inter alia, Canton
Industrial Corporation, The Thistle Company, Cyber America Corporation and Canton Tire
Recycling owned either all or certain parcels of the IH Site; and
WHEREAS, due to delinquent property taxes that accrued on the Site, the County of
Fulton, Illinois took title to the entire IH Site pursuant to 'a court order entered June 18, 1999 as
Trustee (per 35 ILCS 200/21-90) for the various taxing districts involved; and
WHEREAS, pursuant to an Intergovernmental Agreement by and between the County of
Fulton and City of Canton, executed on November 15, 1999, the County of Fulton agreed to
convey the property it held as Trustee to a land trust with the City of Canton as Trustee with all
of the various taxing districts involved as owners of the beneficial interests therein; and
WHEREAS, the USEPA entered into a Prospective Purchaser Agreement dated
with the City which provides, among other things, that the USEPA will not
look to the City, the County or any prospective purchasers of the IH Site for contribution toward
the environmental remediation costs but at the same time the USEPA reserved its rights to
legally pursue prior owners who may have contributed to contamination at the IH Site; and
WHEREAS, the City entered the IH Site into IEPA's Voluntary Site Remediation
Program, as set forth in Title XVII of the Illinois Environmental Protection Act, 415 ILCS 5/58
3
et seq., and the regulations promulgated there under (collectively the "SRP") on September 27,
2000; and
WHEREAS, prior environmental investigations have revealed the presence of VOCs,
PAHs, metals, TPH above default TACO Tier I Remediation Objectives, and light non-aqueous
phase liquid ("LNAPL") at the IH Site and that the LNAPL has migrated off-site to the west of
the IH Site onto the public thoroughfare and the northern block of the adjacent property
commonly referred to as the "Petersen Property"; and
WHEREAS, the City and Navistar have cooperated and desire to continue to cooperate in
addressing the remaining environmental issues known and unknown at the IH Site; and
WHEREAS, as a result of the cooperation between the City and Navistar, Draft No
Further Remediation Letters have been issued by the IEPA for approximately 7.5~ acres on the
northeastern portion of the IH Site which area encompasses the Real Estate;
WHEREAS, the City and Navistar desire to avoid costly and protracted proceedings and
to resolve their dispute with respect to the issues concerning the Site and agreed upon an
expeditious and timely mechanism for completing all necessary SRP Closure Activities and
obtaining No Further Remediation ("NFR") letters pursuant to 35 Il1.Adm.Code Part 740 and
742 for all of the Site and/or subdivisions thereof; and
WHEREAS, as evidence of their desire to resolve their disputes and provide a
mechanism for completing all necessary SRP Closure Activities and obtaining No Further
Remediation Letters, thereby making the property available for reuse and redevelopment, the
City and Navistar entered into the Settlement Agreement; and
WHEREAS, as part of their obligations under the Settlement Agreement, Navistar agreed
to fund certain remedial components including an engineered barrier for the IH Site; and
WHEREAS, on or about February 26, 2008, pursuant to the Settlement Agreement,
Navistar placed into escrow at MidAmerica National Bank approximately $293,402.00 (the
"Escrowed Funds") designated for the cost of an engineered barrier on 2.7 acres of the
northeastern block of the IH Site all of which is part of the Real Estate; and
WHEREAS, the City and Navistar continue their discussion under the Settlement
Agreement regarding funding for the requisite engineered barrier for the IH Site, including
specifically the Real Estate; and
WHEREAS, the Act authorizes any Illinois municipality to use Tax Increment Financing
("TIF") if it has a redevelopment project area that qualifies as a "blighted area," a "conservation
area," an "industrial bark conservation area," or a combination of these areas, as defined in the
Act (65 ILCS 5/11 74.4 - 3(f)); and
WHEREAS, if the requisite factors are present, the municipality may propose a
redevelopment plan and project for the area and, after complying with the statutory process, by
ordinance approve the plan and project, designate the redevelopment project area as a qualified
4
area, and adopt TIF; and
WHEREAS, on July 6, 2004, the Canton City Council, after complying with all statutory
requirements, determined that the IH Site should be designated as a redevelopment project area
pursuant to Section 11 - 74.4-3 of the Act and adopted Ordinance 1805 as evidence thereof; and
WHEREAS, on July 6, 2004, the Canton City Council, after complying with all statutory
requirements, determined that there were conditions that existed which caused the redevelopment
project area to be classified as a blighted area pursuant to Section 11 - 74.4-3 of the Act, that the
area had not been subject to growth and development through investment by private enterprise
and determined that private development would not take place in the proposed area without the
adoption of the Redevelopment Plan and adopted Ordinance 1806 as evidence thereof; and
WHEREAS, on July 6, 2004, the Canton City Council, after complying with all statutory
requirements, determined that it was desirable and in the best interests of the citizens of the City
to adopt TIF pursuant to the Act (65 ILCS 5/11 74.4 et. seq.) to pay redevelopment project costs
and adopted Ordinance 1807 as evidence thereof; and
WHEREAS, Section 11 - 74.4(c) of the Act (65 ILCS 5/11 - 74.4 - 4(c)) provides that a
municipality may within a redevelopment project area, acquire by purchase, donation, lease or
eminent domain; own, convey, lease, mortgage or dispose of land and other property, real or
personal, all in the manner and at such price the municipality determines is reasonably necessary
to. achieve the objectives of the redevelopment plan and project. No conveyance, lease,
disposition of land or other property owned by a municipality, or agreement relating to the
development of such municipal property shall be made except upon the adoption of an ordinance
by the corporate authorities of the municipality. Furthermore, no conveyance, lease mortgage, or
other development of such municipal property shall be made without making public disclosure of
the terms of the disposition and all bids and proposals made in response to the municipality's
request. The procedures for obtaining such bids and proposals shall provide reasonable
opportunity for any person to submit alternative proposals or bids; and
WHEREAS, on October 21, 2008, the Canton City Council voted, by a unanimous voice
vote, to sell all surplus property that was no longer necessary, appropriate, required for the use
of, profitable to, or for the best interests of the City; and
WHEREAS, pursuant to the vote taken on October 21, 2008, the City caused a Notice of
Sale to be printed in The Daily Ledger, that contained an accurate description of the Real Estate
and Option Real Estate with both a legal description and a common address, listed the current
use of the property as vacant commercial real estate and stated that bids would be opened at a
regular Canton City Council meeting on December 2, 2008; and
WHEREAS, The Daily Ledger, a corporation, existing and doing business under the laws
of the State of Illinois, by its duly authorized agent, certified that it was the publisher of the Daily
Ledger; that said The Daily Ledger is a secular newspaper, printed and published each weekday
in the City of Canton, County of Fulton and State of Illinois, that the requisite notice for sale of
the Real Estate and Option Real Estate was printed and published in the regular issues of said
newspaper each week for 3 successive weeks. The date of the first paper containing the same
being the issue dated the 15`h day of November 2008, Number 15, of Volume 97, and the date of
the last paper containing the same being the 29`~ day of November 28, Number 52, volume 92;
and
WHEREAS, pursuant to said Notice of Sale, bids were to be opened at the meeting of the
Canton City Council on December 2, 2008. However, the December 2, 2008 Canton City
Council meeting was recessed prior to the bid opening and the meeting was reconvened on
December 11, 2008 at 9:30 a.m.; and
WHEREAS, on December 11, 2008, Alderman Strandberg made a Motion to direct City
Clerk, Nancy S. Whites, to open the bid with the motion being duly seconded by Alderman
Nidiffer. The motion was by a unanimous voice vote; and
WHEREAS, upon opening one bid was received from Buyer. Buyer submitted the bid to
purchase the Real Estate. The purchase price for the Real Estate was for $100.00. Buyer
proposed to construct the Project. The bid stated that Buyer or its affiliated companies intended
to invest approximately $5,000,000 in the Project within three years from the date of acquisition
of the Real Estate and to employ approximately 150 people within the three year period; and
WHEREAS, Alderman Sarff moved to accept the bid from Buyer. The motion was duly
seconded by Alderman Berardi. Alderman Lewis, Alderman Strandberg, Alderman Ihnes,
Alderman Nidiffer, Alderman West, Alderman Sarff, Alderman Berardi and Alderman Schenck
all voted in favor of the motion and the motion carried; and
WHEREAS, the Act authorizes the City to enter into a redevelopment agreement with
Buyer, as developer, setting for the respective rights and obligations of the City and Buyer with
regards to the Project; and
WHEREAS, certain infrastructure improvements must be completed in order for Buyer to
complete the Project; and
WHEREAS, in order to fund the necessary infrastructure projects, the City applied for
grant money from the State of Illinois Department of Commerce and Economic Opportunity and
the Illinois Department of Transportation; and
WHEREAS, the State of Illinois required that the City commit to funding any portion of
the Project not covered by the grant; and
WHEREAS, the necessary improvements not funded by the grants are eligible TIF
expenses; and
WHEREAS, the parties recognize that due to the substantial infrastructure needs of the
IH Site, the City is obligated to commit public funds from the TIF for the IH Site, without which
Buyer could not construct and complete the Project; and
6
WHEREAS, it is necessary, desirable and in the best interests of the City to enter into this
Redevelopment Agreement with Buyer as the Project is of substantial economic significance to
the City, will serve to benefit the general welfare, through redevelopment of a blighted area in
accordance with the Redevelopment Plan which includes, but is not limited to: assistance with
the physical, economic and social development of the City, providing for a stabilized population
and plan for the optimal economic growth for the City, encouragement of a sense of community
identity, pride, safety and elimination of the impediments to land disposition in the City.
NOW, THEREFORE, in consideration of the premises and the mutual obligations of the
parties, each of them does covenant and agree as follows:
REDEVELOPMENT PROJECT
Section 1. Incorporation of Preambles. The foregoing Preambles are hereby
incorporated by reference into this Agreement as if fully set forth herein.
Section 2. Findings and Determinations. The City finds and determines as follows:
1. The private development of the Project is consistent with the public purposes, plans
and objectives of the City for the Real Estate, as defined in the International
Harvester Site Redevelopment Plan; and
2. The expenditure of TIF funds for infrastructure improvements and to permit a
reduced land acquisition price to be paid by Buyer to acquire the Real Estate are
inducements for the private development of the Project, making the accomplishment
of the City's and the Act's public purpose objectives more likely and without which,
the Project would not occur.
Section 3. Purchase Price. The total purchase price for the Real Estate shall be one
hundred dollars ($100.00) (the "Purchase Price"). The Purchase Price shall be paid as follows:
3.1 Consideration. In consideration of Ten Dollars ($10.00) paid by Buyer to
Seller (the "Earnest Money") 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 Agreement.
3.2 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.
3.3 Acceptance Date. The date upon which the last of Buyer or Seller
executes this Agreement is the "Acceptance Date."
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Section 4. Conditions of Closing. Buyer's obligation to close and purchase the Real
Estate is subject to the satisfaction or waiver in writing by Buyer of each of the following
conditions within thirty (30) days from the Acceptance Date (the "Due Diligence
Period"):
4.1 Survey. Within ten (10) 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 not fully reflected in the text of 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.
4.2 Title. Within ten (10) days from the Acceptance Date, Seller 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
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 Five Million Dollars ($5,000,000) 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
within the Due Diligence Period, Buyer has an objection to items disclosed in the
Commitment, Buyer shall make written objections to Seller within the later of 15
days after (a) the Acceptance Date; and (b) receipt of the Survey, the
Commitment and all such 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.
4.3 Seller's Deliveries. Seller shall, to the extent such documents are in
Seller's possession or reasonable control, provide 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 IEPA), the USEPA and/or Navistar, (iii) geotechnical, soil, engineering,
feasibility, wetlands and other studies and reports regarding the Real Estate; and
(iv)a copy of the Certification of Eligibility for Sales Tax Exemption for
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Canton/Fulton County Enterprise Zone as executed by the Enterprise Zone
Administrator and Zoning Officer for the Lead Enterprise Zone Administrator.
4.4 Feasibility of the Real Estate. Within the Due Diligence Period, Buyer
shall determine whether the Real Estate is acceptable to Buyer in Buyer's sole
discretion.. Seller shall fully cooperate with and assist Buyer in obtaining
information regarding the Real Estate. At any time within the Due Diligence
Period, if Buyer determines that the Real Estate is not acceptable to Buyer in
Buyer's sole discretion, Buyer may terminate this Agreement.
4.5 Zo int. 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.
4.6 Permits. 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 therefor or joining with Buyer therein.
4.7 Condition of Real Estate. Buyer shall have determined, in its sole
discretion, that the Real Estate is adequate for Buyer's anticipated use.
4.8 Utilities. All utilities, including without limitation, water, electric,
telephone, gas, sanitary and drainage sewers, are available or will be available
within thirty (30) days after Closing, to the Real Estate at a reasonable cost and in
sufficient size and capacity to adequately serve Buyer's anticipated use.
4.9 Environmental Assessment. Buyer shall have confirmed that the
environmental conditions of the Real Estate are reasonably satisfactory to the
Buyer. In addition, Seller shall provide evidence to Buyer that Seller has obtained
a Draft No Further Remediation ("NFR") letter from the IEPA with regard to the
Real Estate.
4.10 Economic Incentives. Buyer shall have received final approval for any and
all economic incentives from the City and the State of Illinois that Buyer deems
necessary to utilize the Real Estate, in Buyer's sole discretion.
Section 5. Property 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.
5.1 Taxable Entity. Buyer warrants that the Real Estate shall not be sold,
9
transferred or conveyed to an entity that is exempt from real estate taxation, without the
prior written consent of the City during the existence of the TIF (set to expire in 2027),
which consent may be conditioned upon the execution by the proposed new owner or
occupant of an agreement to make payments in lieu of taxes.
Section 6. 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
Section 7. Closing and Possession.
7.1 Closing. If this offer is accepted as herein provided, the transaction shall
be closed at the offices of the Title Company on or before ten (10) days after
expiration of the Due Diligence Period (the "Closing"). 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) the 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 Agreement;
(d) documentation indicating Buyer is named as an additional insured on the
"Environmental Insurance Policy" (as defined in the Settlement Agreement);
(e) the Memorandum of Option, as identified in Section 21 of this Agreement;
(f) if requested by Buyer, an escrow agreement whereby Seller shall escrow
funds sufficient to permit Seller to complete Seller's Obligations (as defined in
Section 8 below) that are not satisfied prior to Closing; and
(g) a closing statement and 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, the Memorandum of Option and any
other instrument as reasonably required or requested by Seller or the Title
10
Company. Seller and Buyer shall each be responsible for one-half of the Closing
costs.
7.2 Possession. Exclusive possession of the Real Estate shall be delivered to
Buyer at time of the Closing.
Section 8. Seller's Obligations. Seller shall perform and/or comply with the
following obligations (collectively, "Seller's Obligations"), which shall expressly survive
the Closing:
(a) Seller shall promptly pay Buyer the Escrowed Funds upon Buyer's
installation of an IEPA approved engineered barrier on the Real Estate as required
under the Draft NFR letter applicable to the Real Estate (as defined in the
Settlement Agreement) in compliance with all applicable environmental laws. If
the cost of installation of the engineered barrier exceeds the Escrowed Funds,
Seller shall pay to Buyer such additional costs to the extent recovered or
recoverable by Seller from Navistar as set forth in the Settlement Agreement
(b) Seller shall deliver to the Real Estate, without cost to Buyer, all clean fill
and/or dirt that Buyer deems necessary, in its sole discretion, to develop the Real
Estate.
(c) Seller 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 will provide a regional storm
water detention system along with a connection point on the Real Estate. Buyer
will be responsible for all on-site storm water collection that will discharge to a
manhole provided by the Seller.
(d) Seller shall waive all development standards as adopted in Ordinance No.
1831 and adopted April 19, 2005 and codified at Chapter 15.2 of Title 10 of the
Canton City Code and/or other local laws relating to the construction of all
improvements to be constructed by Buyer on the Real Estate.
(e) Seller shall provide Buyer a landscape buffer/area, as reasonably approved
by Buyer, at no cost to Buyer, along the west and south sides of the Real Estate in
order to screen the Real Estate from undeveloped adjacent properties.
(f) Seller, at its sole cost, shall clear all debris from the Real Estate and shall
level the Real Estate prior to the Closing or promptly thereafter to standards
reasonably approved by Buyer.
(g) Seller shall construct Third Avenue, at no expense to Buyer, which shall
run for approximately 1,182 lineal feet and shall be a 43' wide concrete paved
road south of East Elm Street and Seller shall construct approximately 786 lineal
feet, variable width concrete paved road of Maple Street.
11
Seller's Obligations shall survive the Closing. Seller shall indemnify, 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.
Section 9. Seller Representations and Warranties. Seller represents and warrants to
Buyer that: _
9.1 Authority to Enter into Contract. 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.
9.2 Liti ag tion. 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 all terms fully disclosed in
the Settlement Agreement.
9.3 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 statutes, laws, codes, ordinances, regulations and requirements affecting
the Real Estate.
9.4 Contracts and Agreements. Seller is not a party to any contract 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 other than all terms fully disclosed in the
Settlement Agreement and the Participation Agreement executed on March ,
2009 between Seller and Buyer at the request of the Illinois Department of
Commerce and Economic Opportunity, as more fully described in Section 10 and
Exhibit "E".
9.5 Title. Pursuant to an Intergovernmental Agreement between the County
of Fulton and the City, approved by the City on August 17, 1999 as Resolution
No. 3484, the County of Fulton agreed to convey the property it held as trustee to
a land trust with the City of Canton as trustee. As of the Closing date, Seller shall
12
have fee simple title to the Real Estate and shall have the sole authority to
administer and manage the Real Estate as it determines in the sole exercise of its
judgment and shall have the sole power and authority to develop, lease or sell the
Real Estate.
9.6 Environmental. Except as indicated in the environmental reports listed on
Schedule 9.6 attached hereto and by reference made a part hereof, copies of which
have been previously provided to Buyer, 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.
9.7 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.
9.8 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) any 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; (vi) 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.
9.9 Unknown Environmental Conditions. In the event (i) of a
misrepresentation or breach of a representation or warranty by Seller related to the
environmental condition of the Real Estate, or (ii) it is determined that an
Unknown Pre-Existing Environmental Condition (as defined in the Settlement
Agreement) exists on or affects the Real Estate; Seller shall be solely responsible
for any and all remediation costs and expenses necessary to meet the
13
industrial/commercial and construction worker remediation objectives under the
IEPA's Tiered Approach to Corrective Action Objectives (35 I11.Adm.Code part
742) that must be satisfied to obtain comprehensive No Further Remediation
letters for the Real Estate. In addition, Seller shall be considered the "generator"
(under all applicable laws) of any and all hazardous substances found or located
on the Real Estate whether such environmental condition is currently known or is
an Unknown Pre-Existing Environmental Condition.
9.10 Settlement Agreement. Seller shall fully comply with all of Seller's
obligations under the 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. At the request of Buyer, Seller shall enforce the terms of the Settlement
Agreement for the benefit of Buyer.
9.11 Environmental Insurance Policy. During the effective period of the
Environmental Insurance Policy, in the event Buyer elects to make a claim under
the Environmental Insurance Policy, Seller shall promptly reimburse Buyer for
any self-insured retention (i.e. deductible) under such Environmental Insurance
Policy.
All of the foregoing representations and warranties shall be considered to be true
and correct as of the Acceptance Date of this Agreement and shall survive the Closing.
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; and (ii) any Unknown Pre-Existing Environmental Condition.
Section 10. Mutual R~resentations and Warranties. As part of this Project, the
Illinois Department of Commerce and Economic Opportunity requires Seller and Buyer
to execute a Participation Agreement, attached hereto and incorporated herein as Exhibit
"E". Said Agreement further outlines the parties' representations, warranties and
liabilities with respect to the Project. Where a conflict may exist between this Agreement
and the Participation Agreement, the Participation Agreement controls.
Section 11. Recording. This document shall not be recorded, but both parties
recognize that the document is subject to the Freedom of Information Act. 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.
Section 12. 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
14
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
Erick D. Ponader, Taft Stettinius & Hollister LLP, One Indiana Square, Suite 3500,
Indianapolis, Indiana 46204.
Section 13. Time of the Essence. Time for the performance of the obligations of the
parties is of the essence of this Agreement.
Section 14. Assignment; Succession of Obli atg ions. 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 Buyer or an
affiliate of Buyer. At no time may the Agreement be assigned to an entity, whether
controlled by the Buyer or an affiliate of the Buyer or an entity not controlled by the
Buyer or an affiliate of the Buyer, that is exempt from real estate taxation, without the
prior consent of the City during the existence of the TIF. Consent to assignment to a non-
taxable entity may be conditioned upon the assignee making a payment in lieu of taxes
that would be equal to or greater than the increment generated by the Project. All terms of
this Agreement shall be binding upon the parties hereto, their successors and permitted
assignees.
Section 15. Governing Law. This Agreement shall be construed in accordance with
the laws of the State of Illinois.
Section 16. 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.
Section 17. Multiple Counterparts. This Agreement may be executed in a number of
identical counterparts including facsimile counterparts. If so executed, each of such
counterparts shall be deemed an original for all purposes, and all such counterparts shall,
collectively, constitute one agreement.
Section 18. 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.
Section 19. Miscellaneous. This Agreement including all attachments fully sets forth
all agreements and understandings of the parties to this Agreement with respect to the
15
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.
Section 20. Events of Default and Remedies. The following shall be Events of
Default and Remedies on Default under this Agreement.
20.1 Definition of Events of Default. The term Events of Default shall mean,
whenever it is used in this Agreement, any one or more of the following events and are
not cured within a reasonable time after notice from Seller of such default:
(a) Failure by Buyer to cause substantial and material completion of the Project
to occur pursuant to the terms, conditions and limitations of this Agreement and the
Participation Agreement (Exhibit E) shall constitute an Event of Default.
(b) Failure by Buyer to observe or perform any covenant, condition, obligation or
agreement that is requirement by this Agreement or the Participation Agreement (Exhibit
E) shall constitute an Event of Default
(c) Failure by Buyer to observe or perform any covenant, condition, obligation or
agreement that is requirement by this Agreement or the Participation Agreement (Exhibit
E) shall constitute an Event of Default
20.2 Remedies on Default. 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.
Section 21. Option to Purchase. Seller grants to Buyer an exclusive option (the
"Option") to purchase approximately 1.762 acres of real estate directly adjacent to the
Real Estate, as depicted on Exhibit "D" attached hereto and by reference made a part
hereof (the "Option Real Estate"), for a price to be mutually agreed upon by the parties
following good faith negotiations. To exercise the Option, Buyer shall give Seller written
notice of Buyer's election not later than January 1, 2011, but Buyer shall have the right to
extend the Option Period for an additional twenty-four (24) months. If Buyer elects to
exercise the Option, the parties agree that the sale of the Option Real Estate shall be
completed according to the terms and conditions of a mutually agreeable Redevelopment
Agreement, which shall include all of the terms and conditions of this Redevelopment
Agreement, including without limitation, Seller's Obligations. Seller, at its own cost and
expense, shall promptly complete all SRP Closure Activities with respect to the Option
Real Estate and all other activities necessary to obtain a NFR letter from IEPA for the
Option Real Estate. At Closing, the parties shall execute and record a Real Estate Option
16
Contract providing record notice of the existence of the Option and the rights of Buyer
hereunder.
Section 22. 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.
17
DATED: this Day of , 2009.
Cook Canton Incorporated
By:
Printed: ~--~%~ E~ l ~ 5
Title: l~ ~ ~
DATED: this ~~~ Day of ~ ~ e- , 2009.
CITY OF CANTON
~ /~
By: --~'l
Kevin R. Meade, Ma or
ATTEST:
,~~I ~-~~~~~
N y S. W tes, City Clerk
18
Exhibit "A"
Leal Description of the former International Harvester Site
19
LEGAL DESCRIPTION 28.892 ACRE PARCEL
Being a part of the Southeast Quarter of Section 27 and part of the Northeast Quarter of
Section 34 all in Township 7 North (T7N), Range 4 East (R4E) of the Fourth Principal
Meridian (4th P.M.), Fulton County, Illinois as shown on a PLAT OF VACATION
recorded 5/19/2009 as document number 0927087 in the Fulton County Recorders
Office, and being further described as follows:
Commencing at the Southeast corner of the SE'/4 of said Section 27; thence N 00°33'58'
E (bearings are for descriptive purpose only) along the east line of the Southeast Quarter
of said Section 27 a distance of 847.87 feet to a point where said east line intersects the
south right of way (ROW) line of East Elm Street; thence S 89°38'02" W along the south
line of said East Elm Street 12.83 feet to a point on the west ROW line of the Burlington
Northern Santa Fe Railroad (BNSF RR) said point being 8.5 feet west of the centerline of
the main track of the Burlington Northern Santa Fe Railroad and being the point of
beginning of the parcel to be described;
From the point of beginning, thence S 00°28'45" W along the west ROW line of the
BNSF RR 479.53 feet to a point 8.5 feet West of the centerline of the main track of said
BNSF RR; thence S 00°42'24" W along said ROW line 153.32 feet to a point 8.5 feet
West of the centerline of the main track of said BNSF RR; thence along said ROW line
along a curve to the right (with a radial bearing in of N 87°05'49" W and a radial bearing
out of S 84°25'05" E) an arc distance of 155.41 feet, said curve having a radius of
3324.13 feet and a chord bearing S 04°14'33" W 155.40 feet to a point 8.5 feet West of
the centerline of the main track of said BNSF RR; thence along said ROW line along a
curve to the left (with a radial bearing in of S 84° 18'05" E, a radial bearing out of N
85°22'46" W) an arc distance of 218.243 feet, said curve having a radius of 11599.78
feet, and a chord bearing S OS°09'34" W 218.240 feet to a point 8.5 feet west of the
centerline of the main track of said BNSF RR; thence along said ROW line along a curve
to the left (with a radial bearing in of S 86° 15' S2" E, a radial bearing out of S 89°44' 11"
E) an arc distance of 156.31 feet, said curve having a radius of 2579.54 feet and a chord
bearing S O 1 °59' S8" E 156.29 feet to a point 8.5 feet west of the centerline of the main
track of said BNSF RR; thence S 00°33'05" W along said ROW line 69.11 feet to a
point 8.5 feet west of the centerline of the main track of said BNSF RR; thence N
89°29'00" W 58.47 feet to a point on the extended west ROW line of South 4th Avenue;
thence S 00°45'23" W along said ROW line 469.68 feet to a point on the north ROW line
of the T P&W RR; thence S 89°38'22" W along said ROW line 512.10 feet to a point on
the east line of the alley lying 20 feet East of lots 66, 73, 88, 95, 110, 117, 133 and 140 in
WRIGHT'S ADDITION to the City of Canton; thence N 00°32'28" E along the east line
of said alley 448.68 feet to a point 18 feet South of the north line of East Maple Street;
thence S 89°39'53" W along the south line of the North 18 feet of said Maple Street
224.68 feet to a point where said line intersects the west line of the East 17 feet of South
2nd Avenue; thence N 00°34' S8" E along the west line of the East 17 feet of South 2nd
Avenue 401.29 feet to a point on the south line of Section 27 T7N, R4E, 4th P.M., Fulton
County, IL; thence N 00°27'30" W along the west line of the East 17 feet of said South
2°d Avenue 848.82 feet to a point in the south line of East Elm Street; thence N
89°38'02" E along said line 843.07 feet to the point of beginning.
Said parcel containing 28.892 acres more or less.
Exhibit "B"
~Le~al Description of Option Real Estate)
20
LEGAL DESCRIPTION 1.738 ACRE PARCEL
Part of a 28.892 acre tract shown on a PLAT OF SURVEY recorded as document
# 0927160, Slide 425, Fulton County Recorders Office said tract being a part of the
Southeast Quarter of Section 27 and part of the Northeast Quarter of Section 34 all in
Township 7 North (T7N), Range 4 East (R4E) of the Fourth Principal Meridian (4th
P.M.), Fulton County, Illinois, said 1.738 Acre parcel being further described as follows;
A part of the Northeast Quarter (NE'/4) of Section 34 Township 7 North (T7N), Range 4
East (R4E) of the Fourth Principal Meridian (4th P.M.), Fulton County, Illinois, further
described as follows:
Commencing at the Northeast corner of the Northeast Quarter of said Section 34; thence
S 89°33'42" W (bearings are for descriptive purpose only) along the North line of said
NE'/4 a distance of 27.70 feet to a point in the west ROW line of the Burlington Northern
Santa Fe Railroad (BNSF RR) said point being 8.5 feet west of the centerline of the main
track of the BNSF RR; thence along said ROW line along a curve to the left (with a radial
bearing in of S 84°36'00" E and a radial bearing out of N 84°58' 14" W) an arc distance
of 75.04 feet, said curve having a radius of 11599.78 feet and a chord bearing S
OS°12'53" W 75.04 feet to the southeast corner of a 7.294 acre parcel shown on a plat of
survey recorded as document number 0927322 in slide 426, Fulton County Recorders
Office, said point being 8.5 feet west of the BNSF RR said point being the Point of
Beginning of the parcel to be described;
From the point of beginning, along the west ROW line of the BNSF RR along a curve to
the left (with a radial bearing in of S 84°58' 14" E and a radial bearing out of N
85°22'46" W) an arc distance of 82.770 feet, said curve having a radius of 11599.78 feet
and a chord bearing S 04°49'30" W 82.769 feet to a point 8.5 feet west of the centerline
of the main track of said BNSF RR; thence along said ROW line along a curve to the left
(with a radial bearing in of S 86°15'52" E, a radial bearing out of N 89°44' 11" W) an arc
distance of 156.31 feet, said curve having a radius of 2579.54 feet, and a chord bearing S
O1°59'58" W 156.29 feet to a point 8.5 feet west of the centerline of the main track of
said BNSF RR; thence S 00°33'05" W, along said ROW line, 3.11 feet to a point in the
North ROW line of a public road shown on a plat recorded as document number 0927239
slide 426, Fulton County Recorders Office; Thence N 89°29'00" W, along said ROW
line, 299.42 feet; thence N 44°34'02" W 19.83 feet to a point in the East ROW of said
public road; thence N 00°20'55" E, along the East ROW line of said public road, 222.47
feet to the Southwest corner of a 7.294 acre parcel shown on a plat of survey recorded as
document number 0927322 in slide 426, Fulton County Recorders Office; thence N
89°33'42" E along the South line of said 7.294 acre parce1324.42 feet to Point of
Beginning.
Said parcel containing 1.738 acres, more or less.
Exhibit "C"
Legal Description of the Real Estate
21