PURCHASE AGREEMENT
1. HOSKINS LUMBER COMPANY, an Illinois Corporation of 107 East
Myrtle Street, Elizabeth, Illinois 61028, hereinafter referred to
as "SELLER".
2. GALENA STATE BANK & TRUST CO., as Trustee under Trust
Agreement dated July 16, 1976, known as Trust No. 167 whose
address is 216 S. Commerce St., Galena, IL 61036, hereinafter
referred to as "BUYER", offers to purchase the following
described real estate situated in the City of Galena, Jo Daviess
County, Illinois, legally described as Lot 1 of the Plat of
Subdivision of Galena State Bank Commercial Center, a subdivision
located in the Southwest Quarter of Section 13, Township 28
North, Range 1 West of the Fourth Principal Meridian, West Galena
Township, in the City of Galena, West side of Galena River, Jo
Daviess County, Illinois, subject to easements, right of ways and
building setback lines all as shown on the plat thereof recorded
in the Jo Daviess County, Illinois Recorder's Office as Document
No. 240146 in Planhold D of Plats, at No. 431, together with
improvements located thereon, at the time said improvements have
reached the amount of $515,000.00.
3. And to pay you for the premises the sum of $715,OOO.OO; said
sum to be paid in cash at the time of closing, coincident with
the delivery of Deed.
4. The time of closing shall be on or before June 21, 1996, or
as the parties agree, and all documents relative to the
transaction shall be signed and delivered.
5. Seller warrants as of closing:
a) Sewer/water is/will be available at the lot line.
b) The premises are presently zoned general business.
6. Seller warrants that natural gas and electric service is
available to the lot lines subject to normal connection charges
only. Seller further warrants that NO supplemental pumping or
gravity assist equipment is needed to utilize sewer service to
each lot.
7. Buyer shall be responsible for payment of all real estate
taxes for the year 1995 and thereafter.
8. Conveyance of the property shall be by Corporate Deed or such
other appropriate deed as may be required by this Contract. Said
conveyance shall be subject only to the following: All taxes and
special assessments levied or confirmed after the date of
closing; building and building line, use and occupancy
restrictions, conditions and covenants of record, provided the
same are not violated by the existing improvements or the present
use thereof and do not contain a reverter or right of re-entry;
zoning laws and ordinances of which there are no violations;
easements for the use of public utilities, if any, roads and
highways, drainage ditches, feeders and laterals, if any,
existing leases and tenancies and any mortgage or agreement for
deed to be assumed pursuant to this Contract.
9. Seller shall, at Seller's expense, before closing, furnish a
current title insurance commitment in the amount of the purchase
price, and a final policy thereafter or mutually acceptable
evidence of title. Liens or encumbrances with a total balance
due of an amount not more than the balance due at the time of
closing under this Contract shall not constitute material defects
if said liens or encumbrances are paid and released at the time
of closing.
10. If Seller cannot deliver merchantable title to Buyer at
closing, subject only to the permitted exceptions, this Contract,
at Buyer's option shall be void and earnest money shall be
returned to Buyer or Buyer may elect to close and deduct from the
purchase price a definite and ascertainable amount required to
satisfy and release any non-permitted exceptions, and in such
case, Seller shall convey the premises to Buyer.
11. Should the Buyer fail to perform this contract at the time
and in the manner herein specified, the earnest money shall, at
the option of the Seller, be forfeited by Buyer as liquidated
damages, and this Contract shall become null and void, and the
Seller shall then have right to possession of the premises. Time
is of the essence of this Contract, and of all of the terms and
conditions hereof. In the event the Seller does not elect to
accept forfeiture of the earnest money, Seller shall be entitled
to exercise all other remedies available to Seller under Illinois
law.
12. In the event of legal action to construe or enforce the
provisions of this Contract, the prevailing party shall be
entitled to collect his reasonable attorney's fees court costs
and related expenses from the losing party and the court having
jurisdiction of the dispute shall be authorized to determine the
amount of such fees, costs and expenses and enter judgment
therefor.
13. Should Buyer fail to perform this contract promptly on his
part at the time and in the manner specified, and Seller
exercises the options of forfeiture contained hereinabove, the
total earnest money deposit shall be retained by the Seller as
liquidated damages.
14. Seller shall not be required to furnish a survey.
17. Neither Seller nor any authorized agent or representative of
Seller has received, prior to the date of seller's execution of
this Contract, any notice from any governmental body describing
or relating to any alleged violation at the premises of any
applicable zoning, building, dwelling, fire, electrical, health
and safety, environmental protection or similar laws, statutes,
ordinances, codes, rules or regulations which are uncured or
uncorrected as of the date of Seller's execution of this
Contract.
18. Parties agree to comply with the provisions of the Real
Estate Settlement Procedures Act of 1974 (RESPA).
19. Each party agrees to provide the information necessary to
complete the portions of the Illinois Department of Revenue Real
Estate Transfer Declaration that are applicable to him, and to
execute such declaration pursuant to the Real Estate Transfer
Act, 35 ILCS 305/3.
20. This Contract will be assigned to Attorneys' Title Guaranty
Fund,Inc. as Qualified Intermediary pursuant to an Exchange
Agreement.
21. THIS DOCUMENT REPRESENTS THE ENTIRETY OF THE AGREEMENT
BETWEEN THE PARTIES AND SHALL BE BINDING UPON THE PARTIES, THEIR
HEIRS, SUCCESSORS AND ASSIGNS.
Dated this 17th day of May, 1996.
SELLER BUYER
HOSKINS/INS LUMBER COMPANY GALENA STATE BANK & TRUST CO.
BY: /s/ Vincent E. Toepfer BY: /s/ Jerry L. Murdock
/s/ Cheryl A. Toepfer /s/ Lois Jean Wienen
STATE OF ILLINOIS )
) ss:
COUNTY OF JO DAVIESS)
I, a Notary Public, in and for said County, in the State
aforesaid, DO HEREBY CERTIFY, that Jerry L. Murdock, President
of Galena State Bank & Trust Company and Lois Jean Wienen, Senior
Vice President of said corporation, who are personally known to
me to be the same persons whose names are subscribed to the
foregoing instrument as such officers, respectively, appeared
before me this day in person and acknowledged that they signed,
sealed and delivered the said instrument as their free and
voluntary act of said respective officers for the uses and
purposes therein set forth.
Given under my hand and notarial seal this 17th day of May, A.D.
1996.
/s/ Ann Silaggi
Notary Public
STATE OF ILLINOIS )
) ss:
COUNTY OF JO DAVIESS)
I, a Notary Public, in and for said County, in the State
aforesaid, DO HEREBY CERTIFY, that Vincent E. Toepfer, President
of Hoskins Lumber Company and Cheryl A. Toepfer, Secretary of
said corporation, who are personally known to me to be the same
persons whose names are subscribed to the foregoing instrument as
such officers, respectively, appeared before me this day in
person and acknowledged that they signed, sealed and delivered
the said instrument as their free and voluntary act of said
respective officers for the uses and purposes therein set forth.
Given under my hand and notarial seal this ,17th day of May, A.D.
1996.
/s/ Jeanette B. Podnar
Notary Public
RIDER TO REAL ESTATE SALES CONTRACT
In connection with any tax-free exchange pursuant to
Section 1031 of the Internal Revenue Code of 1986, as amended,
and the regulations promulgated thereunder, involving the
Premises and other property owned or to he acquired by
[Purchaser/Seller] (the "Exchangor"), Exchangor may, without the
consent of [Seller/Purchaser](the "Other Party"), assign this
Agreement and Exchangor's rights hereunder to any Qualified
Intermediary ("Intermediary") participating with Exchangor in
such exchange [as contemplated by Treasury Regulation Section
1.1031(k)-1 (g)(4) and related regulations]. In the event of any
such assignment to an Intermediary: (i) Exchangor shall give
written notice of the assignment and the identity of the
Intermediary to the Other Party at least ten (10) days prior to
the date of dosing; (ii) except to the extent of any liabilities
expressly assumed by the Intermediary in writing in connection
with such assignment, the Intermediary shall have no personal
liability to the Other Party or any other person or entity under
this Agreement, or under any other document or instrument at any
time executed by Exchangor or the Intermediary in connection with
or pursuant to, this Agreement (each such document or instrument
being referred to herein as a "Related Document"), and neither
the Other Party 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;
(iii) the Intermediary shall have all of the rights and remedies
of Exchangor provided for herein or in any Related Documents;
(iv) there shall be no diminution of the Other Party's rights or
remedies, and no increase of the Other Party's liabilities or
obligations, hereunder or under any Related Document on account
of such assignment; (v) notwithstanding anything to the contrary
contained herein, Exchangor shall continue to be liable to the
Other Party for all obligations imposed upon Exchangor under this
Agreement and under any Related Document executed by Exchangor.