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VACANT LAND SALES CONTRACT 1. Mutual Covenants. DAVID L. ANDERSON and SUSAN B. ANDERSON (“ANDERSON”), MICHAEL D. UNZICKER and CHRISTY J. UNZICKER (“UNZICKER”), and DARIN S. HOFFMIRE and JANE ANN HOFFMIRE (“HOFFMIRE”), all being collectively referred to as (“Seller”) agree to sell and MORTON UNIT SCHOOL DISTRICT 709 (“Buyer”) agrees to purchase, upon the terms set forth in this Contract, the real estate commonly known as S. Fourth Ave. Morton, IL, and legally described as the North 125.4 acres of the Northeast Quarter of Section 32, Township 25 North, Range 3 West of the Third Principal Meridian, Tazewell County, Illinois. Said legal description shall be determined by survey of the premises which is delineated on the drawing attached hereto as exhibit A, with tax identification number 06-06-32-200-003 (hereinafter “Premises”), Tazewell County, Illinois, with a present zoning classification of agricultural. 2. Purchase Price. Buyer agrees to pay Seller the total sum of $35,192.58/acre based upon the total acreage set forth on the survey obtained by Seller and agreed to by Buyer in accordance with the drawing attached hereto as Exhibit A. The purchase price, adjusted by prorations and credits allowed the parties by the Contract, shall be paid to Seller or to their respective qualified intermediary when closed, by a wire transfer or other form of payment acceptable to Seller. 3. Financing. This Contract is not subject to certain conditions regarding Buyer’s financing of the purchase price. 4. Closing. The closing shall be on or before 4:00 P.M. on September 30, 2018, or such other time as may be mutually agreed in writing. The closing shall be held at the office of Buyer’s attorney or Seller’s attorney, or such other place as the parties may agree. All available surveys shall be delivered to Buyer at or before closing. If the closing is delayed past the closing date due to the fault of either party, even if this transaction is subsequently closed, the defaulting party shall pay damages as provided for in this Contract. The non-defaulting party will be entitled to collect damages as soon as the default occurs and the notice and cure provisions provided for in the paragraph entitled “Default” are not applicable to this paragraph. The parties hereby acknowledge and agree that Seller intends to complete an Internal Revenue Code Section 1031 Exchange for all of the property being sold. Said 1031 Exchange may be completed by Seller collectively or individually by ANDERSON, UNZICKER or HOFFMIRE. At such time as Seller, collectively or individually, identifies the parcel they want to acquire as their replacement property, Seller, collectively or individually as required, shall then execute an amendment to this contract or a separate contract, whichever is required by Seller’s Qualified Intermediary, for the actual amount of acreage which Seller needs in order to complete their 1031 Exchange. The closing date specified in said contract shall be set as needed to comply with Sellers’ acquisition of the replacement property, but shall in no event be sooner than forty-five (45) days following the execution by Seller and Buyer of the Amendment to this Contract or the new contract for the sale of the parcel in order for Seller to complete a 1031 Exchange. As part of the execution of the amendment to this contract or the new contract as
required by Seller’s Qualified Intermediary, Buyer shall designate the actual location of the acreage Buyer will purchase on each given transaction. The designation of separate parcels will not need to be contiguous to each other, but will be required to meet all necessary Illinois Plat Act requirements. Seller, ANDERSON, UNZICKER and HOFFMIRE each acknowledge and agree that they are hereby required to give Buyer no less than forty-five (45) days written notice of said Seller’s intent to enter into a contract and close on the sale of a portion of the Premises in order that they may purchase replacement property. All costs and expenses of said notice, survey and contract for the individual parcels being sold to Buyer shall be born by Seller. 5. Possession. If Seller does not give possession on the date provided for in this Contract, Buyer may seek possession by any means available in law or equity. If Seller fails to provide Buyer with possession on the day provided for in this Contract, Buyer will be entitled to collect damages upon the failure to provide possession. The notice and cure provisions in Paragraph 11 of this Contract are not applicable to this paragraph. Seller shall deliver possession at time of closing. 6. Conveyance. Seller’s conveyance shall be by a recordable Warranty Deed (or Trustee’s or Executor’s Deed, if applicable) with release of homestead rights, subject only to exceptions permitted herein, at the closing of this transaction upon Buyer’s compliance with the terms of this Contract. Seller shall also provide the state and county transfer tax declarations and any other transfer tax declaration, zoning exemption certificate or bill of sale for personal property when applicable. Within ten (10) days after acceptance of this Contract, Buyer shall notify Seller or Seller’s attorney, in writing, how Buyer will take title to the Premises. 7. Acknowledgments and Representations. The parties acknowledge that the Premises are vacant and unimproved except as indicated herein, and Seller represents and agrees that: A.
The Premises bound (by no less than 20 feet) upon a public street or highway.
B. As of the date of closing, the following utilities will be available at and to a boundary of the Premises: public sanitary sewer. C. Seller further represents that the Premises, except for Prairie Creek, are not located within a designated flood plain and that Seller has received no notice of any ordinance or code violation or pending special assessment, condemnation, rezoning, or annexation from any governmental body in connection with the Premises. Buyer acknowledges that except as expressly stated herein, neither Seller nor Seller’s agents, have made any representations regarding zoning laws, building lines, use and occupancy restrictions, or conditions and covenants of record. 8. Evidence of Title. Seller shall, at Seller’s sole cost, order no later than thirty (30) days prior to closing on any individual piece of the Premises and deliver to Buyer showing Seller’s merchantable title in 2
the Premises a Commitment for Title Insurance issued by a title insurance company regularly doing business in the county where the Premises are located, committing the company to issue an ALTA policy insuring title to the Premises in Buyer for the amount of the purchase price. Permissible exceptions to title shall include only: (a) the lien of general taxes not yet due; (b) zoning laws and building ordinances; (c) easements of record; (d) items assumed by Buyer hereunder; (e) any lien which may be removed by the payment of money from the purchase price at closing; (f) covenants and restrictions of record; and (g) provided, none of the foregoing exceptions are permissible if they materially restrict the reasonable use of the Premises for Buyer’s intended purposes. If title evidence discloses exceptions other than those permitted, Buyer shall give written notice of the exceptions to Seller within a reasonable time, but not later than five (5) days before the closing date. Seller shall have a reasonable time (but not later than the closing date) to have title exceptions removed. If Seller is unable to cure the exceptions or if any extension beyond the closing date would result in the expiration or adverse change in the terms of Buyer’s loan commitment, then Buyer shall have the option to terminate this Contract. 9. Seller’s Affidavit. Upon Buyer’s request, Seller shall execute at the closing a standard Seller’s Affidavit on the form approved by the Peoria County Bar Association. The Seller’s Affidavit will be prepared and provided by the Buyer to the Seller. If a term or provision in the standard Seller’s Affidavit differs from the actual terms or provisions of this Contract or any amendments hereto, the terms of the Seller’s Affidavit will be modified to conform to the terms or conditions as provided for in this Contract. 10. Taxes and Assessments. Real estate taxes shall be paid for by the party who is entitled to receive the crop for the year of closing. In the event no crops are planted at the time of a closing, Buyer shall be entitled to receive the landlord’s rental or crop share for that year and Buyer shall be responsible for general real estate taxes for that year. If the amount of the taxes is not then ascertainable, prorating shall be on the basis of the most current net taxable value of the property (current assessed value, less all exemptions) times the most current tax rate. All exemptions shall extend to the benefit of Buyer. Special assessments which are a lien upon the real estate as of the date of closing shall be Seller’s expense and paid in full at closing or a credit for same allowed Buyer. Transfer taxes shall be paid by Seller. Seller shall be responsible for paying any special service district taxes which are levied against the property and are of record as of the date of execution of this contract and shall be paid by Seller at closing. In the event the Village or any other entity implements any special service district tax or assessment against any adjoining property for an improvement to Prairie Creek shall be paid as set forth in said tax or assessment and shall not be assumed by Buyer as a result of Buyer purchasing a portion of Prairie Creek from Seller. 11. Default. If either party does not perform any obligation under this Contract (a “default”), the nondefaulting party shall give written notice of the default to the defaulting party. Notice must be given no later than seven (7) days after the scheduled closing date (or any written extension thereof) or possession. If notice is properly given, and the defaulting party does not cure the default within ten (10) days of the notice, the non-defaulting party may pursue any remedy 3
available in law or equity, including specific performance. In the event of litigation, the defaulting or losing party shall pay upon demand the reasonable attorney’s fees and court costs (if any) incurred by the prevailing party. 12. Survey. Within sixty (60) days of execution of this contract, Seller shall at Seller’s expense obtain and provide Buyer with a Survey from a licensed land surveyor showing the lot lines, setback lines, encroachments from or onto adjoining properties, fences, and access to right of way. The surveyor shall also locate and reference on the Survey and the corners of the Premises with precision, show the location of other recorded and visible easements, the dimensions of any encroachments and all drainage ditches, creeks or streams, designated by FEMA map. Except where restricted by geographic limitations, the surveyor shall set or locate pins and stakes at the corners of the Premises. If a Survey shows other than the permissible exceptions described in the paragraph entitled “Evidence of Title,” encroachments from adjacent property or that improvements are not within lot lines or any set back, then these shall be considered defects in the title to the Premises. In the event Seller, collectively or individually, requires that a separate parcel which is a part of the Premises be sold to Buyer in order to complete a 1031 Exchange, said Seller acknowledges that they shall obtain a survey for the actual acreage deemed necessary to complete Seller’s 1031 Exchange, at Seller’s expense. 13. Site Tests. The Buyer shall have the option at Buyer’s expense of obtaining soil, percolation, and/or ground water or other site evaluation tests or studies within sixty (60) days of Contract date. If any of said tests or studies show abnormal or unsuitable building or use conditions, Buyer at Buyer’s option may serve written notice within the time specified in the manner provided in the Contract for giving of notices, including a statement of the specific abnormal or unsuitable building or use conditions and shall thereafter provide Seller with a copy of the applicable test or study, whereupon this Contract shall become null and void. IN THE EVENT THE BUYER DOES NOT SERVE WRITTEN NOTICE WITHIN THE TIME SPECIFIED HEREIN, THIS PROVISION SHALL BE DEEMED WAIVED BY ALL PARTIES HERETO AND THIS CONTRACT SHALL CONTINUE IN FULL FORCE AND EFFECT. 14. Farm Property. In the event Buyer commences construction and removes any standing crops planted by Seller on a portion owned or leased by Buyer, Buyer shall reimburse Seller the actual lime or fertilizer costs incurred by Seller that year plus the amount of actual rent paid by Seller to Buyer for said acreage. On any portion of the Premises actually owned by Buyer, Buyer hereby acknowledges and agrees that Seller shall continue to farm/rent the Premises at the then current fair market cash rent until Buyer or its successor in interest develops or otherwise utilizes the land for Buyer’s or its successor’s purposes. In the event the parties cannot agree upon an annual rent, the parties agree to utilize the services of Green Farm Management or such other local farm management company to determine the actual annual cash rent or such other rental arrangement as deemed proper by said farm management company. Seller shall only have one (1) person responsible for farming the Premises and shall give the Buyer all pertinent contact information for said farmer or 4
other contact person. For the property actually owned by Buyer, the parties shall agree what land shall be farmed after Buyer or its successor develops or utilizes any of the Premises. On any portion of the Premises actually owned by Buyer, Buyer shall specifically be allowed to have green space with landscaping or grass which shall not be farmed or under the control of Seller. At such time as any portion of the Premises are sold from Seller to Buyer, Seller shall be responsible for addressing and paying all rent, farm program payments, tillage costs or other rental agreements with Seller’s tenant on the Premises at or before closing. 15. §1031 Exchange. Buyer shall execute any and all documents deemed necessary and required by Seller in order to effectuate an Internal Revenue Code §1031 Like-Kind Exchange. Seller shall hold harmless and indemnify Buyer against any acts or omissions with respect to said Like-Kind Exchange. Buyer acknowledges that Seller may, without the consent of Buyer, assign this Agreement and Seller’s rights hereunder to a Qualified Intermediary (“Intermediary”). In the event of such assignment, Seller shall give Buyer written notice of the assignment. The Intermediary shall have no personal liability to Buyer or any other person or entity under this Agreement, or under any other document or instrument at any time executed by Seller or Intermediary in connection with or pursuant to this Agreement, and neither the Buyer nor any other person or entity shall have any recourse against the Intermediary or any of its assets on account of any breach or default hereunder or under any related document. The Intermediary shall have all of the rights and remedies of Seller provided herein. There shall be no diminution of the Buyer’s rights or remedies, and no increase of the Buyer’s liabilities or obligations, hereunder or under any related document on account of such assignment with the Seller continuing to be liable to Buyer for all obligations imposed upon Seller under this Agreement and under any related document. The parties further acknowledge and agree that Seller may convey individual portions of the Premises to each other so the entire Premises may be individually owned in part by ANDERSON, UNZICKER and HOFFMIRE. The purpose of such conveyances shall be to allow for each Seller to complete their respective 1031 Exchanges independently. Any such costs incurred for the exchanges, including a survey for the portion of the Premises which Seller will transfer to Buyer to accommodate their 1031 Exchange, or such other transfer or assignments of property shall be at Seller’s sole expense. ANDERSON, UNZICKER and HOFFMIRE further acknowledge and agree that they shall continue to be obligated to perform all terms and provisions of this Contract. The parties further acknowledge that ANDERSON, UNZICKER and HOFFMIRE shall each be allowed to complete two (2) 1031 Exchanges, with the second Exchange to include the sale of all of that Seller’s interest in the Premises, with no cost, obligation or liability to Buyer for Seller’s Exchange. 16. Annexation Fee. The parties hereby acknowledge and agree that Seller shall not be responsible for annexing the Premises into the Village of Morton or paying for any annexation fee, deferred or otherwise.
17. Sewer Easement. The parties hereby acknowledge and agree that Seller shall continue to own real estate contiguous to the West of the Premises. Accordingly, at such time as is necessary, Buyer shall grant Seller, their successor or assign, a utility easement to access Prairie Creek for storm sewer purposes and to access the sanitary sewer trunk line located on the Premises. The easement shall contain the standard terms and shall be the standard width as required or provided by the ordinances for the Village of Morton. Seller acknowledges and agrees that Seller, or its successor or assigns, shall be responsible for all costs of installing any such storm or sanitary sewer line and for restoring the Premises to as good or better condition immediately subsequent to the installation of said line as was prior to any work being performed. Buyer shall grant Seller, their successor or assigns, a temporary construction easement for the sole purpose of installing said lines. 18. Buyer’s Requirement to Close. The parties hereby acknowledge and agree that Buyer shall have the right to obtain up to twenty (20) acres of the Premises at a location designated by Buyer at any time prior to September 30, 2018. Buyer shall provide no less than sixty (60) days written notice to Seller of Buyer’s intent to acquire said parcel. The closing for the sale of said acreage shall be no later than ninety (90) days following the date notice is given from Buyer to Seller of the intent to purchase said parcel. Seller’s right to farm said parcel shall continue in effect unless Buyer or a subsequent title holder utilizes said parcel for any use other than farming. 19. Notices. Any notice required under this Contract shall be in writing and shall be deemed served upon Seller or Buyer when personally delivered, deposited for mailing by first class mail, or sent by facsimile with written confirmation by first class mail deposited the same day to Buyer, Seller or their Realtors or Attorneys at the addresses and facsimile numbers set forth herein. 20. Respa; Firpta. If applicable, Seller and Buyer agree to make all disclosures and to sign all documents necessary to allow full compliance with the provisions of the Real Estate Settlement Procedures Act of 1974, as amended, and (if Seller is not a citizen of the United States) furnish such action and documents as are necessary to comply with the Foreign Investment in Real Property Tax Act. The parties further agree to execute and deliver any other documents reasonably necessary to effectuate compliance with any other provisions of law required in connection with this transaction. 21. Entirety of Agreement. This Contract contains the entire agreement between the parties and NO ORAL REPRESENTATION, WARRANTY or COVENANT exists. This Contract supersedes and nullifies any agreement (or offer or counteroffer) as may have been given or entered into by the parties prior to the date of the acceptance hereof. The terms of this Contract are binding upon the parties, their heirs and successors in interest and the provisions shall not merge with any deed and shall survive all of said closings.
22. Performance. Except for acceptance (of offer or counteroffer), or possession, whenever the time for performance falls upon a Saturday, Sunday, or state or federal holiday, the time for performance shall be extended to the next business day. 23. Time of the Essence. Time for performance of the obligations of the parties is of the essence of this Contract. Executed and Effective this ______ day of _______________, 201__.
BUYER: MORTON UNIT SCHOOL DISTRICT NO. 709,
By: CLINT HEINOLD, President Date: Address of Buyer: 1050 S. Fourth Avenue, Suite 200, Morton, IL 61550
DAVID L. ANDERSON
SUSAN B. ANDERSON
Address of Seller: 2310 S. Fourth Ave. Morton, IL 61550
MICHAEL D. UNZICKER
CHRISTY J. UNZICKER
Address of Seller: 1000 E. Queenwood Rd. Morton, IL 61550
DARIN S. HOFFMIRE
JANE ANN HOFFMIRE
Address of Seller: 2401 S. Fourth Ave.
Morton, IL 61550
James W. Benckendorf Benckendorf & Benckendorf, P.C. 100 N. Main Street Morton, IL 61550 Telephone: 309/266-6121 Facsimile: 309/266-8759 Email: [email protected]
Thomas E. Davies Thomas E. Davies, P.C. 1600 S. Fourth, Suite 137 Morton, IL 61550 Telephone: 309/266-6211 Facsimile: 309/266-6988 Email: [email protected]