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HomeMy WebLinkAboutResolution #4025 RESOLUTION NO. ~~~-S~ A RESOLUTION APPROVING AN AGREEMENT BETWEEN THE CITY OF CANTON AND KEMPER CONSTRUCTION, INC. WHEREAS, the City of Canton, Illinois, has vacant, surplus property at the Enterprise Industrial Park; and WHEREAS, the purchasers desire to buy Lot 21 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 made a part hereof 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 of Canton to approve said agreement. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CANTON, FULTON COLTNTY, ILLINOIS, AS FOLLOWS: 1. That the Agreement between the City of Canton and Kemper Construction, Inc., a copy of which is attached hereto and incorporated herein as Exhibit A, is hereby approved by the Canton City Council and said 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 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 the City Clerk of Canton, Illinois, 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, Illinois, at a regular meeting this day of May, 2013, upon a roll call vote as follows: [ -~rr ~ ~ 1C.xC'~ ~(~C'F-~C.~IC~~ ~ ~Z"~`~~~ ~~S~F'r~J~~ST~~J'-~~t~~ ~[~l J, ~~~JU~ , AYES: Ic~f. j~LCN ~ I ~ NAYS: ~a ABSENT: ~ APPROVED: , ~ Kev' R. eade, ayor ATTEST;~' , f r Diana P y, Ci Clerk ~ , CONTRACT FOR PURCHASE OF REAL ESTATE Kemper Construction, Inc., an Illinois corporation ("Buyer") whase address is 23 . Enterprise Lane, Canton, Illinois 61520, offers to purchase from the City of Canton, lllinois ("Seller"}, whose address is 2 North Main Street, Canton, Illinois 61520, approximately 5.155 acres of real esta.te locatsd in Canton, Illinois, commonly known as Lot 21 of the Enterprise Industrial Pa~rk and more particularly described on Exhibit "A" attached hereto a.nd by reference made a part hereof, together with all easements, rights of way and appurtenances thereto and ali 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: 1. Purchase Price. The total purchase price for the Real Estate shall be $5,000 per acre for Lot 21 (total of $25,775.Q0). The Purchase Pnce shall be paid as follows: 1.1 Consideration. In consideration of ten percent (10%) of the purchase price . or Two Thousand Five Hundred Seventy-seven Dollazs and Fifty Cents ($2,577.50} paid by Buyer to Seller and other good and valuable considera.tion, the receipt and suff'iciency of which is hereby acknowledged, Seller and Buyer hereby agree ta the terms of this Contract. 1.2 Pavment on Closin~. 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 Acce tance Date. The date upon which the last of Buyez or Seller executes this Contract is the "Acceptance Date." 2. Conditions of Closin~. Buyer's obligation to close and pux'chase the Rea1 Estate is subject to the satisfaction or waiver in writing by Buyer of each of the following cond.itians 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 commitm?ent for an ALTA Owner's Policy of Title Insurance (the "Comxnitment") prepared by 3ohn J. McCazthy, as agent for Attorneys' Title Guaranty Fund, Inc. (the "Title Company") which shall insure marketable title to the Rea1 Estate (includ.ing 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 $ 25~~7~pf~fter delivery of the Deed to Buyer from Seller. The expense of the Cammutment and premium for the Owner's Policy of Title Insurance sha11 be paid by Seller. Any endorsements requested by Buyer shall be at Buyer's expense. The Title Company shall furnish Buyer with copies . of a11 recorded documents shawn an the Commitment. If within the Due Diligence Period, Buyer has an objection to items disclosed in the Commitrnent, Buyer shall make written objections to Seller within 15 days aftex receipt of the Survey, the Commitment and all such instruments. Seller shall then have l 5 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 aze discovered after the expira.tion of the Due Diligence Period, Buyer ma.y (i) terminate this Contract, (ii) cure such objections on behalf of Seller (and Seller shall reasonably cooperate with Buyer in con~~ction therewith) and Seller shall reimburse Buyer for the cost of such cure, or (iii} waive the uncwed objections and close the transactian. 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 Esta.te is not accepta.ble 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 andlor commitments affecting the Real Estate are sufficient to permit Buyer's anticipated use. 2.4 Restrictive Covenants. Buyer recognizes that Seller has developed restrictive covenants and other iand 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, including local building permits. Seller will reasonably cooperate with Buyer in all such proceedings to secure such permits and approvals, including filing any applications or actians therefor or joining with Buyer therein. 2.6 Condition of Real Estate. Buyer shall have detercnined, in its sole discretion, that the Real Estate is adequate for Buyer's anticipated use. 3, proqerty_a~nd Other Taxes. Seller sha11 pay a11 assessments, whether general or special, assessed against the Real Estate prior to Closing. All real estate t~es for the Rea1 Esta.te assessed for any prior calendar year and renaaining unpaid shall be paid by Seller, and all real esta.te taxes for such Real Esta.te assessed for the current calendar year shall be prorated between Seller and Buyer on a calendar year basis as of the day of the Ciosing. Any taxes and assessments not assumed by Buyer sha11 be paid by Seller at or prior to Closing. 4. Condemna.tion. 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 2 with the Closing. If Buyer elects to proceed with the Closing, then Buyer may (i) apply the proceeds of any condemnarion award to reduce the Purchase Price, or (ii) accept an assigxunent of such proceeds from Seller without any reduction in Purchase Price. In furtherance of the above, Buyer sha11 have the right to appear and defend in any such condemnation proceedings in connection with the Rea1 Estate. 5. Ri~ht of Entrv. 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 ta enter upon the Rea1 Estate for the purpose of obtaining surveys, soil tests, inspection reports and other information. Buyer sha11 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. b. Closin~ and Possession. 6.1 Clasin . If this offer is accepted as herein provided, the transaction sha11 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 priar 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 a11 of the Seller's representa.tions 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 4ption and any other instrument as reasonably required or requested by Seller or the Title Cornpany. 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 Authozi to Enter into Contract. Seller has fiill right and authority to enter into and carry out the terms and provisions of this Contract and the txansactions 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,~ation. 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 Com~liance 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 Esta.te, and {iu) in compliance with all other local, municipal, regional, state or federal statutes, laws, codes, ordinances, regulations and requirements affecting the Rea1 Estate. 7.4 Contracts and A eements. Seller is not a party to any contract to sell the Rea1 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 wu'ecorded or undisclosed legal ar equitable interest therein. 7.6 Access. The Rea1 Estate has full and free access #o and from public highways, streets, or roads and there is no pending proceeding that would impair or result in the termina~ion of such access. 7.7 Conditions. Except as set farth 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 andlor zoning ordinances or other governmental laws, regulations or orders; (iii) pending condemnation proceedings; (iv) any proceedin.gs 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 Rea1 Estate; (v) special tax or 4 assessment to be levied against the Real Esta.te; {vi) change in the tax assessrnent of the Real Estate ar(vii) any ather matters material to the Reai 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 Rea1 Estate. 7.8 Cond~ Within sixry (60) days of the closing on said real esta.te, Seller will begin the process to vacate the right of way commanly known as Manufacture Circle, retaining the easement for any necessary utility services. Ownership of said vacated right of way will vest with the owner of Lot 21. 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 sha11 indemnify, defend and hold hazmless Buyer from and against any and all claims, demands, liabilities, damages, suits, actions, judgments, fines, penalties, loss, cost and expense (including, without limitafiion, 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 an.y of the foregoing representa.tions or warranties by Seller to Buyer; or (ii) any Unknown Pre-Existing Environmental Condition. g. 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. Recardin~. This document shall not he 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. Tune of the Essence. Time for the performance of the obligations of the parties is of the essence of this Contract. 12. Assi ent• Succession of Obli ations. 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; pravided, however, Buyez may assign this Contract 5 without Seller's consent to an entity which is controlled by Buyer or an aff'iliate of Buyer. All terms of this Cantract shall be binding upon the parties hereto, their successors and permitted assignees. 13. Invalid Provisions. If any provision af this Contract is held to be illegal, invalid or unenforceable, said provision shall be fully severable; this Contract shali be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Cantract; and the remaining provisions of this Contract shall remain in full force an.d effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Contract. 14. Multi le Counte arts. This Contract may be executed in a number of idendcal counterparts including facsimile counterparts. If so executed, each of such counterparts shall be deemed an original for a11 purposes, and all such counterparts shall, collectively, constitute one agreement. 15. A.ttornevs' Fees. The party who is the prevailing party in anY Iega1 or equitable proceeding against the other party in connection with this Contract sha11 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 agreernents 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 sha11 include all genders and the neuter. Captions to the provisions of this Contract are intended and used solely for purpases of identification an.d do not limit ox 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 a defaultrb ~ Bu~er hB eunderh, the Earne t Money shall ble performance. In the event of Y Y forfeited to Seller as liquidated damages which shall be Seller's sole and exclusive remedy at law or in equiry. 1 g. Duration of Offer. This offer shall expire if written acceptance endorsed hereon is not delivered to Seller on or before 5:00 o'clock P.M., May 24, 2013. DATED: , 2013. Kemper Construction, Inc. By: , Willard E. Kemper, resident Attest: v By. ; J`y Kem ' r, S cret ~ 6 ACCEPTANCE OF OFFER IF BEFORE MAY S, 2013 Seller hereby accepts the foregoing offer and acknowledges receipt of Two Thousand Five Hundred Seventy-seven Dollars and Fifty Cents ($2,577.50) as consideration paid by Buyer hereunder. DATED: 2013. City of Canton, Illin is . By: ~ Kevin R. Meade, Mayor ~ Attest: By: - Di vley, ity C rk ACCEPTANCE OF OFFER IF ON OR AFTER MAY 8, 2013 Seller hereby accepts the foregoing offer and acknowledges receipt of Two Thousand Five Hundred Seventy-seven Dallars and Fifty Cents ($2,577.50) as consideration paid by Buyer hereunder. DATED: May , 2013. ~ City of Canton, Illinois . By: Jeffrey Fritz, Mayor ~ Attest: By: Diana Pavley, City Clerk 7 ' ~ EXHIBIT A (Lega1 Description of the Rea1 Estate) Lot Number Twenty-One (21) 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 5.155 acres, more or less, subject to ail 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. $ CONTRACT FOR PURCHASE OF REAL ESTATE Kemper Construction, Inc., an Illinois corporation ("Buyer") whose address is 23 Enterprise Lane, Canton, Illinois 61520, offers to purchase from the City of Canton, Illinois ("Seller"), whose address is 2 North Main Street, Canton, Illinois 61520, approximately 5.155 acres of real estate located in Canton, Illinois, commonly known as Lot 21 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 acre for Lot 21 (total of $25,775.00). The Purchase Price shall be paid as follows: 1.1 Consideration. In consideration of ten percent (10%) of the purchase price or Two Thousand Five Hundred Seventy-seven Dollars and Fifty Cents ($2,577.50) 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 Payment on Closin~. 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 Closin~. 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 "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 thereo~, free and clear of all liens and encumbrances of any nature whatsoever in the amount of $25f17~p~fter delivery of the Deed to Buyer from Seller. The expense of the Commrtment 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 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 Estate 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, including local building permits. 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. Propertv 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. 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 2 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. 5. Right of EntrX. 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. 6. Closin~ and Possession. 6.1 Closin . 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 Representations 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 Litigation. 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 statutes, laws, codes, ordinances, regulations and requirements affecting the Real Estate. 7.4 Contracts and Agreements. 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 part thereof or to the permitted uses of the Real Estate; (v) special tax or 4 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. 7.8 Conditions. Within sixty (60) days of the closing on said real estate, Seller will begin the process to vacate the right of way commonly known as Manufacture Circle, retaining the easement for any necessary utility services. Ownership of said vacated right of way will vest with the owner of Lot 21. 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. Assignment; Succession of Obli ations. 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 5 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 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 Counterparts. 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 far all purposes, and all such counterparts shall, collectively, constitute one agreement. 15. 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 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 hereo£ 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 Seller on or before 5:00 o'clock P.M., May 24, 2013. DATED: , 2013. Kemper Construction, Inc. By: Willard E. Kemper, President Attest: By: Judy Kemper, Secretary 6 ACCEPTANCE OF OFFER IF BEFORE MAY 8, 2013 Seller hereby accepts the foregoing offer and acknowledges receipt of Two Thousand Five Hundred Seventy-seven Dollars and Fifty Cents ($2,577.50) as consideration paid by Buyer hereunder. DATED: , 2013. City of Canton, Illin is By: ~ ~ Kevin R. Meade, Mayor 1~ , Attest: By: Di ~avley, ity C rk ACCEPTANCE OF OFFER IF ON OR AFTER MAY 8, 2013 Seller hereby accepts the foregoing offer and acknowledges receipt of Two Thousand Five Hundred Seventy-seven Dollars and Fifty Cents ($2,577.50) as consideration paid by Buyer hereunder. DATED: May , 2013. City of Canton, Illinois By: Jeffrey Fritz, Mayor Attest: By: Diana Pavley, City Clerk 7 EXHIBIT A (Legal Description of the Real Estate) Lot Number Twenty-One (21) 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 5.155 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 ~ ~ A. U.S. Department of Housing and Urban Development B. Type of Loan ' Settlement Statement 1. ? FHA 2. ? FmHA s. ? conv ATTORNEYS' TITLE GUARANTY FUND, INC 1 South Wacker P.O. Box 9136 2500 South Highland Ave 120 West Main Street 4. ? VA 5. ? Conv Ins. 6. ? Seller 24th Floor Champaign, IL 61826-9136 Suite 330 Suite 201 Finance Chicago, IL 60608-4654 (217) 359-2000 Lombard, IL 60148-5363 Belleville, IL 62220-1554 (312) 372-8381 (830) 827-7441 (618) 277-9440 6. File Number 7. Loan Number 130249200947 8. Mortgage Ins Case Number C. Note: This form is furnished to give you a statement of actual settlement costs. Amounts paid to and by the settlement agent are shown. Items marked "(p.o.c.)" were aid outside the closin ; the are shown here for informational u oses and are not included in the totals. D. Name and Address of Borrower E. Name, Address, and Tax ID Number of Seller F. Name and Address of Lender Kemper Construction, Inc., an Illinois corporation City of Cantou, ao Illinois municipal corporation 23 Enterprise Lane 2 North Main Street Canton,IL 61520 Canton,IL 61520 G. Property Location (Complete address, including legal description, if H. Settlement Agent Name, Address and Tax ID Number necessary) John J. McCarthy 45 E. Side Square, #301 Enterprise Lane Canton, IL 61520 Canton, IL 61520 Tax ID: Closer: MEMBER CLOSER Place of Settlement I. Settlement Date John J. McCarthy 5/23/2013 45 E. Side Square, #301 Fund: 5/23/2013 Canton, IL 61520 J. Summary of Borrower's Transaction K Summary of Seller's TransacHoa 100. Gross Amount Due from Borrower 400. Gross Amount Due to Seller 101. Contract Sales Price $25,775.00 401. Contract Sales Price $25,775.00 102. Personal Property 402. Personal Property 103. Settlement Charges to borrower $552.00 403. ]04. 404. 105. 405. Adjustments for items paid by seller iu advance Adjustments for items paid by seller in advance 106. County Property Tax 406. County Property Tax 107. Counry Properiy Tax 407. County Property Ta~c 108. 408. 109. 409. 110. 410. 111. 411. 112. 412. 113. 413. 114. 414. 115. 415. I16. 416. 120. Gross Amount Due From Borrower $26,327.00 420. Gross Amount Due to Seller $25,775.00 200. Amounts Paid By Or in Be6alf Of Borrower 500. Reductions in Amouut Due to Seller 201. Deposit or eamest money 501. Excess Deposit 202. Principal amount of new loan(s) 502. Settlement Charges to Seller (line 1400) $293.00 203. Existing loan(s) taken subject to 503. Existing Loan(s) Taken Subject to 204. Loan Amount 2nd Lien 504. Payoff of first mortgage loan 205. 505. Payoff of second mortgage loan 206. 506. Earnest money 207. 507. 208. Portion of Owner's Policy Paid by Seller $321.00 508. Portion of Owner's Policy Paid by Seller $321.00 209. 509. Adjustmeots for items unpaid by seller Adjustments for items unpaid by seller 210. County Property Tax 510. County Property Tax 211. Counry Property Tax 511. County Property Tax 212. 512. 213. 513. 214. 514. 215. 515. 216. 516. 217• 517. 218. 518. 219. 519. 220. Total Paid By/For Borrower $321.00 520. Total Reduction Amount Due Seller $614.00 300. Cssh At Settlement From/To Borrower 600. Cas6 At Settlement To/From Seller 301. Gross Amount due from borrower (line 120) $26,327.00 601. Gross Amount due to seller (line 420) $25,775.00 302. Less amounts paid by/for borrower (line 220) $321.00 602. Less reductions in amt. due seller (line 520) $614.00 303. Cas6 From Borrower $26,006.00 603. Cash To Seller $25,161.00 Previous Edition is Obsolete Printed at: 10:56 AM May 20, 2013 HUD-1 (3/86) L. Settlement Cha es 700. Total SalesBroker's Commission based on price $25,775.00 @%_ $0.00 Paid From Paid From Borrower's Seller's Funds at Division of Commission (line 700) as follows: Funds at Settlement 701. to Settlement 702. to 703. Commission Paid at Settlement $0.00 $0.00 800. Iteros Payable in Connection with Loan 801. Loan Origination Fee 0 to 802. Loan Discount to 803. Appraisal Fee to 804. Credit Report to 805. Lender's Inspection Fee to 806. Application Fee to 807. Assumption Fee to 808. Document Preparation Fee to 809. Tax Service Fee to 810. Flood Certification Fee to 900. Items Required by Lender To Be Paid in Advaoce 901. Interest from 5/23/Z013 to 6/1/2013 @$0/day 902. Mortgage Ins Premium for months to 903. Hazard Ins Premium for years to 1000. Reserves Deposited With Lender 1001. Hazard insurance months @ per month 1002. Homeowner's insurance months @ per month ] 003. Mortgage insurance months @ per month 1004. County property taxes months @ per month 1005. Special Assessment months @ per month 1006. Homeowner Asc Dues months @ per month ] 007. Flood insurance months @ per month 1008. Other taxes months @ per month 1011. Aggregate Reserve Adjustment 1100. Title Charges 1101.CIosing/Escrow Fee to John J. McCarthy $150.00 $150.00 1102. EPL Endorsement to 1103. ARM Endorsement to 1104. Condo Endorsement to 1105. Location Note to 1106. Buyer's Attorney fees to Jo6n J. McCart6y ll07. Seller's Attorney fees (Doc Prep Fee) to John J. McCarthy $90.00 (includes above items numbers: I108. Title insurance to ATG/John J. McCarthy $321.00 (includes above items numbers: ) 1109. Lender's coverage $0.00 / $0.00 1110. Owner's coverage $25,775.00 / $321.00 1200. Government Recording and Transfer Charges 1201.Recording Fees Deed $56.00 ; Mortgage ; Releases $56.00 1202.County tax stamps Deed ; Mortgage to 1203 Real Estate Transfer Fee Deed ; Mortgage to 1204. City talc stamps to 1205. Record Assignment of Mortgage to 1206. Release Status Verification /Cert of Rel to 1207. State Regulatory Fee to ATG Fees and Transfers $0.00 $3.00 1300. Additional Settlement Charges 1301. Survey to 1302. Pest Inspection to 1303. Statutory CPL Buyer to $25.00 $0.00 1304. Statutory CPL Seller to $0.00 $50.00 1400. Total Settlement C6arges (enter oo lines 103, Section J and 502, Section K) $552.00 $293.00 I have carefully reviewed the HiJD-1 Settlement Statement and to the best of my knowledge and belief, it is a true and accurate statement of all receipts and disbursements made on my account or by me in this transaction. I further certify that I have received a copy of the HC1D-1 Settlement Statement. Kemper Construction, Inc., an Illinois corporation City of Canton, an Illinois municipal corporation By: By: ~.~i ./e~~?7 Willard E. Ke er, esident Je e A. Mayar The HUD-1 Settlement Statement which I have prepared is a true and accurate account of this transaction. I have caused or will cause the funds to be disbursed in accordance with this statement. ~ May 23, 2012 John J. McCarthy, Se nt Agent TAX R IDENTIFICATION NUMBER SOLICITATION You are required by law to provide the closing agent with your correct taxpayer identification number. If you do not provide the closing agent with your correct taxpayer identification number, you may be subject to civil or criminal penalties imposed by law. Certification - Under penalties of perjury, I certify that the taxpayer ldentification number and address shown in Box E of this Settlement Statement are correct. City of Canton, an Illinois municipal corporation BY~~,d~~i~ yi~t/~'1 Je~urCY ti• , Mayor SELLER INSTRUCTIONS: If this real estate was your principal residence, file Form 2119, Sale or Exchange of Principal Residence, for any gain, with your income tax return; for other transactions, complete the applicable parts of Form 4797, Form 6252 and/or Schedule D(Form 1040). SUBSTITUTE FORM 1099 SELLER STATEMENT: The information contained in blocks E, G, H and I and in line 401 (or, if line 401 is asterisked, lines 403 and 404) is important t~ information and is being furnished to the Internal Revenue Service. If you are required to file a return, a negligence penalty or other sanction will be imposed upon you if this item is required to be reported and the IRS determines that it has not been reported. C Receipts and Disbursement Report Bu er Kem er Construction, Inc., an Illinois co oration Seller Ci of Canton, an Illinois munici al co oration Closin Date Ma 23, 2013 GF Number 130249200947 Pro e Address Ente rise Lane, Canton, Illinois 61520 Closer John J. McCarth Recei ts Pa ee Amount Kem er Construction, Inc., an Illinois co oration 26 006.00 TOTAL RECEIPTS $26,006.00 Check Totals Pa ee Amount John J. McCarthy $789.00 (Closing Fees, Document Preparation, Closing Protection Letters, State Re ulato Fee and Title Insurance) Fulton County Recorder $56.00 (Recordin Fees) City of Canton, an Illinois municipal corporation 25 161.00 (Balance Due) TOTAL CHECKS $26,006.00