HomeMy WebLinkAboutResolution #4000 RESOLUTION NO. _
A RESOLUTION APPROVING A PURCHASE AGREEMENT BETWEEN THE CITY OF
CANTON AND CANTON CROP SERVICE, INC.
WHEREAS, the City of Canton has vacant surplus property at the Enterprise Industrial Park;
and
WHEREAS, the purchasers desire to buy Lots 18 and 19 for development; and
WHEREAS, the City Council of the City of Canton 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 deternuned that it is necessary
and in the best interest of the Ciiy of Canton to approve said agreement.
NOW, THEREFORE, BE IT RES~LVED BY THE CITY COUNCIL O~' THE CITY OF CANTON,
FULTON COUNTY, ILLINOIS, AS FOLLOWS:
1. That the agreement between the City of Canton and Canton Crop Service, Inc., a copy of
which is attached hereto and incorporated herein as Exhibit "A" is hezeby 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 the City of Canton, Illinois, are hereby authorized and
directed to execute said Agreement on behalf of t~ie City of Canton.
3. That the Mayar 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 af the City of Canton, Fulton County, Illinois, and appmval by the Mayor
thereof.
PASSED by the City Council of the City of Canton, Illinois, at a regular meeting this 7 day of
~C,~ , 2012, upon a roil ca11 vote as follows:
~ hr K K 1~ ~S ~~'~~z ~F, ~ 5~.,~
AYES: ~ I~a crnn r~-~t c~c 1 y ~r+~ '
NAYS:
ABSENT: I~~~r°,~'"~~,~, ~ll~S
, ,~PR ED:
; . ~
~ r
Kevin R. Meade, ayor
A EST
ana Pavley, City lerk
CONTRACT FOR PURCHASE ~F REAL ESTATE
Canton Crop Service, Inc., an Illinois corporation ("Buyer") whose agent's address is b~t6 .
N. 2"d Avenue, , Canton, illinois 61520, offers to purchase from the City of Canton, Iliinois
("Seller"), whose address is 2 North Main Street, Canton, lllinois 61520, approximately 8.223
acres of real estate located in Canton, Illinois, commonly known as Lot l 8 and Lot I9 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 (coflectively the "Real Estate") to be conveyed by genera!
warranty deed from Seller to Boyer, in a form approved by Buyer (the "Deed"), fln tlie tenns and
subject to the fallowing conditions:
1. Purchase Price. The total purchase price for the Real Estate shall be $5,~00 per
acres for a total of forty one thousand one hundred fifteen dollars ($41, l 15.00) (or the
"Purchase Price"). The Purchase Price shalt be paid as follows:
I.1 Consideration. In consideration of Four thousand one hundred eleven
dol lars and fifty cents ($4,11 I.50) paid by Buycr to Seller and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledgecf, Seller and Buyer here6y agree to the terms of this Contract.
1.2 Payment on ClosinQ. At the Cfosing, Buyer shall pay the Purchase Price,
less credits and pro rations as herein provided, in immediatety available funds, to
5eller.
l.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 writin~ 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 shali deliver
to Buyer a commitment for an ALTA Owner's Policy of Title (nsurance (the
"Commitment") prepared by John J. McCarthy, as agent for Attorneys' Title
Guaranty Fund, Inc. (the "Title Company") which shal! insure marketable title to
the Real Estate {including any appurtenant easements necessary for the fulI
utilization thereofl, free and clear of all liens and encumbrances of any nature
whatsoever in the amaunt of $41,115.00 after delivery of the Deed to Buyer from
Selier. The expense of the Commitment and premium for the Owner's Policy of
Title lnsurance shall be paid by Seller. Any endorsements requested by Buyer
shall be at Buyer's expense. The Title Company shall fiirnish 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 Commit~nent,
~ Buyer shall make written objections to Seller within l 5 days after 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 Contract, (ii} cure such objections on behalf of Seller (and Seller
sha11 reasonably cooperate with Buyer in connection therewith) and Seller shall ~
reimburse Buyer for the cost of such cure, or (iii) waive the uncured objec#ians
and close the transaction.
2.2 Feasibilitv of the Rea1 Estate. Within the Due Diligence Period, Buyer
si~all determine whether the Rea1 Estate is acceptable to Buyer in Buyer's sole
discretion. Seller shall fully cooperate with and assist Bnyer in obtaining
information regarding the Real Estate. At any tune within the Due Diligence
Period, if Buyer determines that the Real Estate is not acceptable to Buyer in
Buyer's sole discretion, Buyer may tenminate this Contract. -
2.3 Zoxun~. Buyer shall have conf'u~med that the current zoning classificafion
and/or covenants and/or commitments affecting the Rea1 Estaxe 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 sha11 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 a11 such
proceedings to secure such permits and approvals, including filing any
applicatians or actions therefoz or joining with Buyer therein.
2.6 Condition of Rea1 Estate. Buyer shail have determined, in its sole
discretion, that the Real Estate is adequate for Buyer's anticipated use.
2.7 Financin~. This contract is subject to Buyer obtaining a loan commitment
from a reputable lending institution on or before August 18, 2012 for a srnall
business loan or loans in the total amount of at least Four Hundred Thousand
Dollars ($400,000.00), with an initial interest rate of not more than 4%a% per
annum, for a term of not less than 20 yeazs amortizable in initial manthly
payments of priuicipal and interest not to exceed $S,OOO.OQ (exclusive of any
amount required to be escrowed for real estate taxes and insurance}, with a loan
fee not to exceed 10% of the loan amount and any other lender's closing costs nat
ta exceed $40,000.00.
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~ If said financing cannot be obtain 6y the Buyer by August 18, 2012, then at the
option of the Seller or the Buyer, this agreement shal) become nul! and void and
earnest money wil{ be returned to the Buyer in full.
if said financing is obtained by August I$, ZOl2, Buyer agrees to fiirnish Seller
with a copy of its written loan commitment and an executed written waiver of this '
financing contingency within 14 days ofthe acceptance of this offer.
3. Propertv and Other Taxes. Seller shall pay all assessments, whether general or
special, assessed against the Real Estate prior to Closing. Al! real estate taxes for the
Real Estate assessed for any prior calendar year and remaining unpaid shall be paid by
Selter, 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.
4. Condemnation. If at any time after the Acceptance Date: (a) the Reai Estate shall
be condemned, in whote or in part, or (b) any notice ofcondemnation shalf be given, then
Buyer, at its sole option, may terminate this Agreement or waive the same and proceecf
with the Closing. If Buyer elects to proceed with the Closing, then Buyer may (i) apply
the proceeds of any candemnation award to reduce the Purchase Price, or (ii) accept an
assignment of such proceeds froi» Seller without any reductioa in Purchase Price. In
furtherance of the above, Bayer shali have the right to appear and defend in any such
condemnation proceedings in connection with the Real Estate.
5. Right of EntrY. On and after the Acceptance Date, Buyer shall have the right to
enier 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 inforination. Buyer shall indemnify and hold Seller
harmless from and a~;ainst 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
, G. Cfosin~ and Possession.
6.1 Closin . If this offer is accepied as herein provided, the transaction shall
; be ctosed at [he offsces of the Title Cotnpany on or before ten (10) days after
expiratiors of [he Due Diligence Period (the "Ckosing"). Seller shail not agree to ar
execute any agreements concerning the Real Estate or any portion thereof from
the Acceptance Daie to the time of the Closing except upon the priar written
approval of Buyer. At the Closing, Seller shal! execute and deliver to Buyer the
folfowing items:
(a} the Deed in recordable farm conveying the Real Estate to Buyer;
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(b) an Owner's Affidavit sufficient to cause the Tit4e Company to remove the
standard exceptions from the owner's title policy;
(e) a certificate reaffirming as of the date of the Cfosing each and all of the .
Se1ler's representations and wae-ranties set forth in this Contrac[;
{d) a Closing Statement;
(e) any other instrument as reasonably required or requested by Buyer or the
Title Company.
At the Closing, 8uyer shall pay the balance of the Purchase Price in cash and
execute and deliver a CJosing State~nent, and any other instrument as reasonably
required or requested by Seller or the Title Company. Seller and Buyer shalf each
be responsible for one-halfafthe Closing costs.
6.2 Possession. Exclusive possession of the Real Estate shall be delivered to
l3uyer at time of the Closin~.
7. Seller Reoresentations and Warranties. Seller represents and warrants to Buyer
that:
7.1 Authoritv to Enter into ConU~act. Seller has full right and au#hority to
enter into and carry out the terms and provisions of this Contract and the
transactions contempiated hereby, including t.'.~e safe, transfer, conveyance ar~d
delivery of the Real Estate to Buyer, without obtaining the approval or consent of
any other party. Se11er's executian, delivery and performance of this Contract and
all other agreements or instrume~ts contemplated hereby will be 4egal, valid and
binding obiigations of Seller, enforceable in accordance with their respective
terms.
7.2 t,iti~ation. Seller has no knowledge of, has no reason to believe of, and
has not been served with notice of, any actuak or Ehreatened litigation, actic~n or
iegal, administrative, arbitration, condemnation, assessment or other proceeding
against the Real Estate or any part thereof.
7.3 Comaliance w+th Laws, To Seller's knawiedge, the Real Estate is (i) in
compliance with applicable statutes, laws, codes, ordinances, regulations and
requirements relating to zoning, subdivision, pEanning, building, fire, safety,
heatth, insurability or environmental matters, (ii) in compliance with covenants,
conditions and restrictions (whether or not of record) pertaining to the title to the
Reai Estate, and (iii) in compliance with all other locai, municipal, regional, state
or federai statutes, laws, codes, ordinances, regulations and requirements affecting
the Reat Estate.
7.4 Contracts and Aereements. 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,
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agreement, lease or other commitment which is related to the Real Estate which
will be binding following Closin~;.
7.5 Title. (i) Sel}er is the sole owner of the Reaf 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 tull 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 forch in this Contract, with respect to the Real
Estate, Seller has no knowledge nor has Selter 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 Iaws, regulations
or orders; (iii) pending condemnation praceedings; (iv) any proceedings which
could cause the change, redefinition or other modification of the zoning
classification or of other legal requirements app[icable to the Reat Estate or any
part thereof or to the permitted uses of' the Rea! 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 relatin~ to any
rnateriaE•defects in the Real Estate or any matters which might adversely at~'ect the
deveEopment ofthe Real Estate.
All of the foregoing representations and wasranties shall be considered to be true
and correct as of the Acceptance Date and shafl survive the Closing. Seller shall
indemnify, defend and hold harmless Buyer from and against any and al! claims,
demands, liabilities, damages, suits, actions, judg~nents, fines, penaliies, foss, 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 Environmenta! Condition.
8. Srokers. Seller and Buyer represent to each other that they have nat used any real
estate brokers or agents with respect to this transaction who would have a right to any
broker's or tinder`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 memarandum in recordable form setting forth
the terms and conditions of this document which may be recorded by either party, at its
expense.
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10. Notices. All notices required under this Contract shall be deemed to be properly
served if persona4ly delivered, or sent by registered or certified mail with return receipt
requested, postage prepaid, or sent by recognized ovemight courier, to Seller or Buyer at
the address as specified on the first page of this Contract, or to such othar 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 defivery shaEl be the date
on which such notice is deposited in a post office of the United States Pastal Service Date
or with the overnight courier.
1 I. Time of the Essence. Time for the performance of the obligations of the parties is
of the essence of this Contract.
12. Assienment: Succession af Obli~ations. The rights and obligations of Buyer
under this Contract may not be assigned by Buyer without SelEer's consent, which shal!
not ta 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.
13. Invalid Provisions. If any provision oFthis Contract is held to be iilegal, invalid
or unenforceable, said provision shall be fuily severable; this Contract shall be construed
and enforced as if such illegal, invalid or unenforceable pravision had never comprised a
part of this Contract; and the remainin~; provisions of this Contract shall remain in fuli
. force and effect and shall not be affected by the illegal, invalid or unenforceable
provision or by its severance from this Contract,
14. Multiple Counterparts. This Contract may be executed in a number of identical
counterparts incEuding facsimile co~~nterpaiKs. If so executed, each of such coanterparts
shali be deemed an original for all purposes, and all such counterparts shall, collectively,
constituce one agreernent.
i 5. Attornevs' 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 parry reasonable attorneys' fees and expenses incurred.
16. Miscellaneous. This document inctuding al! attachments fully sets forth al!
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 singufar, the plural and singular and any gender shall include al[ gende~s
' 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 ather
rights and remedies available at law or in equity, Buyer shall have the right of specific
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performance. in the event of a default by Buyer hereunder, the Earnest Money shall be .
forFeited to Seller as liquidated darnages which sha~l be Seiler's sole and exclusive
remedy at law or in equity.
1 S. Duration of Offer. This offer shall expire if written acceptance endorsed hereon is
not delivered to Buyer on or before 5:00 o'ciock P.M., , .
~i
u, CLSF a2~/On' U
DAT~D: July / ~ , 2012 ~
CANTON CROP S , Inc.
f
ay:
e Barker, (?wner/Operator,
Attest: ~
By:
rent Mahr, Owner/Operator
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ACCEPTANCE OF OFFER
Seller hereby accepts the foregaing offer and acknowledges receipt of (Four Thousand,
One Hundred Eleven Dollars and Fifty Cents ($4,111.50} consideration paid by Buyer
hereunder.
DATED: July 2012
City ofCanton, lllinois
~ ~ f~
Y~
evin . Meade, ayor
Attest:
By: , , ~ .
'ana Pavley , City Cle
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EXHIBIT A
{Legal Description of the Real Estate)
Lot Number Eighteen (18) of the Enterprise Industrial District pursuant to the Subdivision Plat
thereof filed in the Fulton County (Illinois) Recorder's Of~ce on October 26, l 984, as
Instrument Number 84-8960, containing 4.914 acres, more or less, subject to all present and
future easements, covenants, and, restrictions, all of the foregoing real property 6eing situated in
the City of Canton, County of Fulton and State of lllinois.
Lot Number Nineteen {19) of the Enterprise lndustrial District Pursuant to the Subdivision Plat
thereof filed in the Fulton County (Ellinois} Recorder's Office on October 26, 1984, as
Instrument Nurnber 84-8960, containing 3.309 acres, more or less, subject to all present and
future easements, covenants, and, restrictions, aii of the foregoing real property being situated in
the City of Canton, County of Fulton and State of Illinois.
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