HomeMy WebLinkAboutResolution #3967 RESOLUTION NO 3967
A RESOLUTION APPROVING A PURCHASE AGREEMENT BETWEEN THE CITY OF
CANTON AND PATRICK J. AND LYDIA E. DAVIS
WHEREAS, the City of Canton has vacant surplus property at the Enterprise Industrial Park; and
WHEREAS, the purchasers desire to buy Lots 6 and 7 for development; and
WHEREAS, the City Council of the City of Canton, Illinois has reviewed the terms of the proposed
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 necessary and in
the best interest of the City to approve said agreement.
NOW THEREFORE, be it resolved by the City Council of the City of Canton, Fulton County, Illinois,
as follows:
1. That the agreement between the City of Canton and Patrick J. and Lydia E. Davis, a copy of
which is attached hereto and incorporated herein as Exhibit A, is hereby approved, said
agreement to be subject to and effective pursuant to the terms and conditions set forth therein.
2. That the Mayor and City Clerk of Canton, Illinois are hereby authorized and directed to execute
and deliver said agreement on behalf of the City of Canton.
3. That the Mayor and City Clerk of Canton are hereby authorized and directed to execute and
deliver any other documents necessary to realize the real estate transaction.
4. That this Resolution shall be in full force and effect immediately upon its passage by the City
Council of the City of Canton, Fulton County, Illinois and approval by the Mayor thereof.
PASSED by the City Council of the City of Canton, Fulton County, Illinois, at a regular meeting this
19t" day of October, 2011, upon a roll call vote as follows:
AYES: Aldermen Schenck, Pasley, Fritz, West, Nelson, Ellis, Pickel, Hartford
NAYS: None
ABSENT: None /
AP D•
4
I~evin R. Mead , ayor
A
Diana ucker, City Clerk
CONTRACT FOR PURCHASE OF REAL ESTATE
Patrick J. Davis and Lydia E. Davis, husband and wife, individually, each in his and her
own right and as spouse of the other, who are hereinafter referred to as the `Buyer", offers to
purchase from the City of Canton, Illinois ("Seller"), whose address is 2 North Main Street,
Canton, Illinois 61520, approximately 4.807 acres of real estate located in Canton, Illinois,
commonly known as Lot 6 and Lot 7 of the Enterprise Industrial Park and more particularly
described on Exhibit `~A" attached hereto and by reference made a part hereof, together with all
easements, rights of way and appurtenances thereto and all improvements thereon (collectively
the "Real Estate") to be conveyed by general warranty deed from Seller to Buyer, in a form
approved by Buyer (the "Deed"), on the terms and subject to the following conditions:
l. Purchase Price. The total purchase price for the Real Estate shall be $5,000 per
acres for a total of twenty four thousand thirty-five dollars ($24,035.00) (or the "Purchase
Price"). The Purchase Price shall be paid as follows:
1.1 Consideration. In consideration of One Thousand Dollars ($1,000.00)
paid by Buyer to Seller and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Seller and Buyer hereby agree to
the terms of this Contract.
1.2 Pavment on Closing. At the Closing, Buyer shall pay the Purchase Price,
less credits and pro rations as herein provided, in immediately available funds, to
Seller.
1.3 Acceptance Date. The date upon which the last of Buyer or Seller
executes this Contract is the "Acceptance Date."
2. Conditions of Closine. 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"):
2.1 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
"CommitmenY') 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 thereo~, free and clear of all liens and encumbrances of any nature
whatsoever in the amount of $24,035.00 after delivery of the Deed to Buyer from
Seller. The expense of the Commitment and premium for the Owner's Policy of
Title Insurance shall be paid by Seller. Any endorsements requested by Buyer
shall be at Buyer's expense. The Title Company shall furnish Buyer with copies
of all recorded documents shown on the Commitment. If within the Due
Diligence Period, Buyer has an objection to items disclosed in the Commitment,
Buyer shall make written objections to Seller within 15 days after receipt of the
1
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 Contract, (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.
2.2 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 Contract.
2.3 Zonin~. Buyer shall have confirmed that the current zoning classification
and/or covenants and/or commitments affecting the Real Esta.te are sufficient to
permit Buyer's anticipated use.
2.4 Restrictive Covenants. Buyer recognizes that Seller has developed .
restrictive covenants and other land use controls that apply to the enterprise
Industrial District. Buyer further agrees that it shall take title to the real property
subject to said restrictive covenants and land use controls.
2.5 Permits. Buyer will obtain 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.
2.6 Condition of Real Estate. Buyer shall have determined, in its sole
discretion, that the Real Estate is adequate for Buyer's anticipated use.
3. Property and Other T~es. 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 yeaz 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.
4. 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
2
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.
5. Ri~ht of Entr_v. 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 axising as
a direct result of Buyer's (or its agents') exercise of the right of entry under this Section
5.
6. Closing and Possession.
6.1 Closine. 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 Contract;
(d) a Closing Statement;
(e) 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
Company. Seller and Buyer shall each be responsible for one-half of the Closing
costs.
6.2 Possession. Exclusive possession of the Real Estate shall be delivered to
Buyer at time of the Closing.
7. Seller Renresentations and Warranties. Seller represents and warrants to Buyer
that:
3
7.1 Authority to Enter into Contract. Seller has full right and authority to
enter into and carry out the terms and provisions of this Contract 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 Contract and
all other agreements or instruments contemplated hereby will be legal, valid and
binding obligations of Seller, enforceable in accordance with their respective
terms.
7.2 Liti
a~. 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.
7.3 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 stat,utes, laws, codes, ordinances, regulations and requirements affecting
the Real Estate.
7.4 Contracts and A~reements. Seller is not a party to any contract to sell the
Real Estate other than this Contract. 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.
7.5 Title. (i) Seller is the sole owner of the Real Estate, (ii) Seller owns fee
simple title to the Real Estate, and (iii) no party other than Seller is in possession
or occupancy of the Real Estate or claims any unrecorded or undisclosed legal or
equitable interest therein.
7.6 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.
7.7 Conditions. Except as set forth in this Contract, with respect to the Real
Estate, Seller has no knowledge nor has Seller received notice, of (i) any
condition, defect or inadequacy which, if not corrected, would result in
termination of insurance coverage or increase its cost; (ii) any violations of
building codes and/or zoning ordinances or other governmental laws, regulations
or orders; (iii) pending condemnation proceedings; (iv) any proceedings which
could cause the change, redefinition or other modification of the zoning
classification or of other legal requirements applicable to the Real Estate or any
4
part thereof or to the permitted uses of the Real Estate; (v) special tax or
assessment to be levied against the Real Esta.te; (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.
All of the foregoing representations and warranties shall be considered to be true
and correct as of the Acceptance Date 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; or (ii) any Unknown Pre-Existing Environmental Condition.
8. Brokers. Seller and Buyer represent to each other that they have not used any real
estate brokers or agents with respect to this transaction who would have a right to any
broker's or finder's fee or commission, and each agrees to defend, indemnify and hold
harmless the other against and from any liability (including reasonable attorneys' fees)
resulting from a claim of any broker or agent claiming through the indemnifying party.
9. Recordin~. This document shall not be recorded. At the option of either party,
Seller and Buyer shall enter into a written memorandum in recordable form setting forth
the terms and conditions of this document which may be recorded by either party, at its
expense.
10. Notices. All notices required under this Contract shall be deemed to be properly
served if personally delivered, or sent by registered or certified mail with return receipt
requested, postage prepaid, or sent by recognized overnight courier, to Seller or Buyer at
the address as specified on the first page of this Contract, 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.
11. Time of the Essence. Time for the performance of the obligations of the parties is
of the essence of this Contract.
12. Assi~nment; Succession of Obligations. The rights and obligations of Buyer
under this Contract may not be assigned by Buyer without Seller's consent, which shall
not to be unreasonably withheld; provided, however, Buyer may assign this Contract
without Seller's consent to an entity which is controlled by Buyer or an affiliate of Buyer.
All terms of this Contract shall be binding upon the parties hereto, their successors and
permitted assignees.
5
13. Invalid Provisions. If any provision of this Contract is held to be illegal, invalid
or unenforceable, said provision shall be fully severable; this Contract shall be construed
and enforced as if such illegal, invalid or unenforceable provision had never comprised a
part of this Contract; and the remaining provisions of this Contract 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 Contract.
14. Multiple Counter~arts. This Contract 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.
15. Attorne s' Fees. The party who is the prevailing party in any legal or equitable
proceeding against the other party in connection with this Contract shall be entitled to
recover from the non-prevailing party reasonable attorneys' fees and expenses incurred.
16. Miscellaneous. This document including all attachments fully sets forth all
agreements and understandings of the parties to this Contract with respect to the subject
matter hereof. Whenever used herein, the singular shall indicate the plural, the plural
shall include the singular, the plural and singular and any gender shall include all genders
and the neuter. Captions to the provisions of this Contract are intended and used solely
for purposes of identification and do not limit or enlarge upon the written provisions of
this Contract. '
17. Remedies. In the event of a default by Seller hereunder, in addition to all other
rights and remedies available at law or in equity, Buyer shall have the right of specific
performance. In the event of a default by Buyer hereunder, the Earnest Money shall be
forfeited to Seller as liquidated damages which shall be Seller's sole and exclusive
remedy at law or in equity.
18. Duration of Offer. This offer shall expire if written acceptance endorsed hereon is
not delivered to Buyer on or before 5:00 o'clock P.M., October 31, 2011.
DATED: October ~ , 2011.
Buyer:
I
~ ^
. Davis
. ~
atrick J. Davis
6
ACCEPTANCE OF OFFER
Seller hereby accepts the foregoing offer and acknowledges receipt of One Thousand
Dollars ($1,000.00) as consideration paid by Buyer hereunder.
DATED: October , 2011.
City of Canton, Illinois
~
~
/ ~ ~ ~ ~
By: - ~
Kevin R. Meade, Mayor
Attest:
By:
Diana Tucker, City Clerk
7
EXHIBIT A
(Legal Description of the Real Estate)
Lot Number Six (6) of the Enterprise Industrial District pursuant to the Subdivision Plat thereof
filed in the Fulton County (Illinois) Recorder's Office on October 26, 1984, as Instrument
Number 84-8960, containing 2389 acres, more or less, subject to all present and future
easements, covenants, and, restrictions, all of the foregoing real property being situated in the
City of Canton, County of Fulton and State of Illinois.
Lot Number Seven (7) of the Enterprise Industrial District Pursuant to the Subdivision Plat
thereof filed in the Fulton County (Illinois) Recorder's Office on October 26, 1984, as
Instrument Number 84-8960, containing 2.418 acres, more or less, subject to all present and
future easements, covenants, and, restrictions, all of the foregoing real property being situated in
the City of Canton, County of Fulton and State of Illinois.
8