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R-72-03 Waiving Public Bidding RequirementsRESOLUTION A RESOLUTION WAIVING PUBLIC BIDDING REQUIREMENTS WHEREAS, pursuant to the provisions of 65 ILCS 5/8 -9 -1 the Village of Lemont may, by a vote of 2/3 of its Trustees then holding office, waive the requirements for public bidding; and WHEREAS, in connection with the work to be conducted on the drainage ditch between Freehauf Street and Schultz Street, the Village has researched and evaluated the available options and contractors; and WHEREAS, upon review by Village staff, it was concluded that the greatest benefit to the Village will be realized by waiving the bidding process and entering into an agreement for drainage ditch improvements with Hoppy's Landscaping, Inc. in an amount not to exceed $62,100. NOW THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND MEMBERS OF THE BOARD OF TRUSTEES OF THE VILLAGE OF LEMONT, COOK , WILL & DU PAGE COUNTIES, ILLINOIS that: Section 1: Incorporation of Recitals: The foregoing recitals are hereby expressly incorporated into and made a part of this Resolution as if fully set forth herein. Section 2: Waiver of Public Bid Requirements: Pursuant to the provisions of 65 ILCS 5/8 -9 -1 the Village hereby waives the public bidding requirements otherwise applicable to the contract for improvements to the drainage ditch between Freehauf Street and Schultz Street. Section 3: Repealer: All other Resolutions or parts of resolutions of the Village of Lemont that are inconsistent with this resolution are hereby expressly repealed. Section 4: Severability: In the event any word, phrase, clause, sentence, paragraph, provision, or section of this Resolution or any portion thereof shall be held to be unconstitutional, unenforceable, or void, the same shall not affect the validity or enforceability of any remaining words, phrases, clauses, sentences, paragraphs, provisions, or sections thereof. Section 5: Effective Date: This Resolution shall become effective upon passage, approval and publication, in Book and Pamphlet form as provided by law. PASSED AND APPROVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF LEMONT, COOK, WILL AND DU PAGE COUNTIES ILLINOIS on this 22nd Day of September , 2003 Debby Blatzer Peter Coules Brian Reaves Steven Rosendahl Ronald Stapleton Jeanette Virgilio Attes AYES V J 1 v NAYS PASSED ABSENT JOH AZZA, Villag C RLENE SMOLLEN, Village Clerk t (630)- 257 -2431 Hoppy's Landscaping, Inc. P.O Box 693 Lemont, IL 60439 (630)- 257 -0771 9/3/2003 Village Of Lemont 418 Main Street Lemont, IL 60439 Re: Drainage Ditch between Freehauf & Schultz Thank you for allowing us the opportunity to do business with you. Below you will find pricing for the work to be completed for excavation for the drainage ditch between Freehauf & Schultz. If you have any further questions or comments please feel free to contact me at 630- 257 -2431. Cut out ditch about 15' to 20' wide down to existing soil. About 2' to 3' of silted material in ditch. Realign ditch back straight. Cut out trees blocking flow of ditch. Haul out extra spoils. Includes equipment, trucking and dump fees. Large rip rap by flared end. Heavy fabric under rip rap. Remove timber wall west side, Put up new block wall. New block wall on east side. Install permanent erosion control blanket (XCEL PP -5) 1,250 sq. yds. Includes seed, fertilizer, staples and labor. $37,750.00 $ 5,000.00 $ 3,850.00 $ 2,750.00 $12,750.00 ACCEPTANCE OF PROPOSAL — The above prices, specifications and conditions are satisfactory and are hereby accepted. Date of Acceptance: Signature: Flood Damage Preliminary Costs Location: 527 Czacki Street Roadway Sinkhole Assessment: Portion of Roadway collapsed via sinkhole from tributary offshoot from the tunnel drainage system. Scour occurred on the west side sidewalk. Scope of work: Excavate roadway expose storm system. Repair breach in system, backfill and patch roadway. Lower sidewalk on west side to better overflow elevation. Cost: $20,000 Location: Drainage ditch — Freehauf Street to Schultz Street (approx. 750 lineal feet) Assessment: Stone rip rap at Freehauf was moved up to halfway down channel. Timber retaining wall has failed, Side slopes for 3/4 of the route are eroded, debris in the entire channel, exposed cables need to be trenched. Scope of work: obtain and stabilize riprap, secure with concrete or fencing. Replace timber wall with more structurally sound wall. Stabiles slopes with fabric and appropriate plantings, remove debris, and re- trench cable. Cost $ 85,000 Location Drainage Ditch - Schultz Street to Czacki Street (approx. 700) lineal feet) Assessment: Debris in channel, Schultz roadway embankment eroded, banks are eroded. Scope of work: Re- establish channel through section, Stabilize roadway embankment with fabric and proper plantings, and stabilize banks. It is difficult to access this area so most of this work would utilize small haul vehicles. Cost: $65,000 Location: Drainage Channel - Bowl to Cass Street (approximately 1000 lineal feet) Assessment: This section is a well defined channel with a rock bottom. There is extensive debris in this channel, and some of the sides have been damaged. Scope of work: Remove debris and repair sides Cost: $25,000 Location: Abbey Oaks Detention Pond Assessment: Plugged outlet killed entire area of established grass. Scope: Re -seed Cost: $25,000 Location: Ridge & Eureka Assessment: Drain Inlet capacity diminished Scope of work: Berm ditch to adjacent home, place drain with check valve, place grate on west side of structure, open existing top grate for additional capacity. Cost: $15,000 Location: Tunnel Assessment: Surface inspection illustrates failure or breach in tunnel section. Will require internal visual inspection Scope of work: excavate and repair breached section Cost: $ 50,000 — plus findings from visual inspection ',J , .si?ag .r illage of Lemont 1 1 ( 1 Lemont, Illinois 60439 ,car :.nary, This letter is our formal request to the Village of Lemont to construct a concrete retaining i 7: 4 .........., :v .._ embankment .�a the drainage ditch behind the properties :�r . ;R �, 7 0 Ledochowski Street. Evidence of the urgent need for this is apparent since the rain of T .t J 27, 2003 E t hai time the retaining will of railroad ties washed away. We request that a concrete wall be run on the West side of the ditch from Schultz Street to where the d a path curves toward Czaeki Street and als o on the East id e behind 73E Ledochowski Street. At the Village meeting held on July 28, 2003 pictures of the property destruction, flood waters and the drainage areas were submitted for consideration along with a chronology of similar events during the past 26 years. We urge that these be carefully reviewed. If additional copies are needed please let us know. Currently, we are aware of the proposal to solve the bank erosion problem by using plantings and fabric. This is unacceptable. It has been tried many times during the past 26 years and has been completely ineffective. We constructed a wall of railroad ties at our own expense. Now this has failed to hold too. \Why would engineers propose plants and fabric when they saw that railroad ties washed away? The concrete wall on the East side of the ditch at 740 Ledochowski Street was installed by the Village of Lemont around 1983 due to the severe property destruction that had occurred due to erosion. This is the only supporting structure that has successfully prevented damage and erosion. It was a great disappointment and shock to us to learn that engineers reviewing such a problem would suggest anything less. For over 20 years we have been plagued by erosion and water problems that were created after Schultz Street was constructed and housing developments to the South were built. We would like a permanent solution to the erosion and to the dangerous flooding that ptnirs violently over the top of Schultz Street and cm to our property. 'Thank you for your help with this serious concern. Katherine H. Murph Jams A. Murphy ;.edts.:110 i Sheet Lemont, Illinois 60439 EXHIBIT D This Document Prepared By and After Recording Return To: Mark A. Gershon, Esq. Piper Rudnick 203 North LaSalle Street Suite 1800 Chicago, Illinois 60601 This space reserved for Recorder 's use only. PARKING, ACCESS AND UTILITY EASEMENT AGREEMENT This PARKING, ACCESS AND UTILITY EASEMENT AGREEMENT (this "Agreement ") is made as of q - , 2003, by and between VILLAGE OF LEMONT, an Illinois municipal corporation ( "Grantor "), and K.A. STEEL CHEMICALS, INC., a Delaware corporation ( "Grantee "). RECITALS: A. Grantor holds fee simple title to that certain parcel of land which is legally described on Exhibit A attached hereto and incorporated herein by this reference (the "Land Bridge Easement Parcel "). B. Grantee holds fee simple title to that certain parcel of land which is adjacent to the northern boundary of the Land Bridge Easement Parcel and which is legally described on Exhibit B attached hereto and incorporated herein by this reference (the "Central Parcel "). C. Grantee also holds fee simple title to that certain parcel of land which adjacent to the southern boundary of the Land Bridge Easement Parcel and which is legally described on Exhibit C attached hereto and incorporated herein by this reference ( "Development Parcel "). D. Grantee operates a national manufacturing and distribution facility (the "Plant ") on approximately 52 acres of land (collectively, the "Facility Property "), which Facility Property includes, among other parcels, the Central Parcel and the Development Parcel. E. The parties desire to enter into this Agreement in order that Grantor may grant, and Grantee may accept, certain parking, access and utility easements over, under, upon and through the Land Bridge Easement Parcel, and to set forth the parties' agreements respecting other related matters, all as set forth in that certain Agreement dated of , 2003 and recorded on , 2003 as document no. by the Cook County Recorder of Deeds (the "Prior Agreement "), and more specifically set forth below. - CHGO2:20110418.v2 NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows: ARTICLE I EASEMENT GRANTS 1.1 Parking Easement. Grantor hereby grants, gives and conveys to Grantee, and its successors and assigns, as an easement appurtenant to the Central Parcel for the benefit of the owner of the Central Parcel from time to time and its licensees, invitees, employees, mortgagees in possession and lessees, an exclusive, irrevocable and perpetual easement (the "Parking Easement ") for the purpose of (i) the parking of vehicles (including, without limitation, automobiles, trucks and trains) upon the Land Bridge Easement Parcel from time to time, (ii) the passage of vehicles (including, without limitation, automobiles, trucks and trains) over and across the Land Bridge Easement Parcel from time to time, in connection with the aforesaid parking of vehicles, (iii) the passage of pedestrians over and across the Land Bridge Easement Parcel from time to time, in connection with the aforesaid parking of vehicles, and (iv) the construction of paved and/or asphalt parking and /or sidewalk areas on the Land Bridge Easement Parcel, from time to time, in connection with the aforesaid parking of vehicles. Notwithstanding the foregoing provisions of this Section 1.1, Grantor hereby acknowledges that it is the intent of the parties that the aforesaid use of the Land Bridge Easement Parcel by Grantee for the parking of vehicles (and the other associated uses) shall be for the purpose of accommodating Grantee's parking needs for the Plant. In that regard, Grantor, for itself and on behalf of the owner(s) from time to time of all or any portion of the Land Bridge Easement Parcel, agrees that it shall not alter any of the paving, asphalt, parking or sidewalk facilities existing from time to time on the Land Bridge Easement Parcel, or construct any other improvements on or under the Land Bridge Easement Parcel, or take any other action, which would interfere with or impair the rights granted under this Section 1.1 to the owner from time to time of the Central Parcel. 1.2 Access Easement. Grantor hereby grants, gives and conveys to Grantee, and its successors and assigns, as an easement appurtenant to the Central Parcel for the benefit of the owner of the Central Parcel from time to time and its licensees, invitees, employees, mortgagees in possession and lessees, an exclusive, irrevocable and perpetual easement (the "Access Easement ") for the purpose of (i) pedestrian and vehicular (including, without limitation, automobiles, trucks and trains) ingress and egress over, upon and across the Land Bridge Easement Parcel to and from the Central Parcel, from and to the Development Parcel; (ii) the construction, use, installation and maintenance of paved and /or asphalt roadway and sidewalk areas on the Land Bridge Easement Parcel from time to time in connection with the aforesaid vehicular and pedestrian ingress and egress; and (iii) the construction, use, installation and maintenance of railroad tracks or other use on the Land Bridge Easement Parcel from time to time in connection with the aforesaid vehicular ingress and egress and Grantee's use of the Plant and Facility Property. Notwithstanding the foregoing provisions of this Section 1.2, Grantor hereby acknowledges that it is the intent of the parties that the aforesaid use of the Land Bridge Easement Parcel by the Grantee for access (and other associated uses) shall be for the purpose of accommodating Grantee's access needs for the Plant. In that regard, Grantor, for itself and on 2 - CHGO2:20110418.v2 behalf of the owner(s) from time to time of all or any portion of the Land Bridge Easement Parcel, agrees that it shall not alter any of the paving, asphalt, curb cuts or railroad tracks, or construct any other improvements, on or under the Land Bridge Easement Parcel, or take any other action, which would interfere with or impair the rights granted under this Section 1.2 to the owner from time to time of the Central Parcel. 1.3 Utility and Drainage /Discharge Easement. Grantor hereby grants, gives and conveys to Grantee, and its successors and assigns, as an easement appurtenant to the Central Parcel for the benefit of the owner of the Central Parcel from time to time and its licensees, invitees, employees, mortgagees in possession and lessees, an exclusive, irrevocable and perpetual easement (the "Utility and Drainage Easement ") over, upon and across the Land Bridge Easement Parcel for the purpose of (i) the construction, use, installation and maintenance of utility lines and associated facilities from time to time serving the Plant, and (ii) the discharge and drainage of stormwater, processed water and treated plant waste water from the Plant. Notwithstanding the foregoing provisions of this Section 1.3, Grantor hereby acknowledges that it is the intent of the parties that the aforesaid use of the Land Bridge Easement Parcel by the Grantee for utility lines and discharge and drainage shall be for the purpose of accommodating Grantee's utility, discharge and drainage needs for the Plant. In that regard, Grantor, for itself on behalf of the owner(s) from time to time of all or any portion of the Land Bridge Easement Parcel, agrees that it shall not alter the Land Bridge Easement Parcel in any way nor take any other action which would interfere with or impair the rights granted under this Section 1.3 to the owner from time to time of the Central Parcel. 1.4 Prior Easements; Reservation of Rights by the Grantor. Grantee hereby acknowledges and agrees that (i) its rights to use the Land Bridge Easement Parcel under this Agreement are expressly subject to existing recorded easement rights encumbering the Land Bridge Easement Parcel as of the date of this Agreement; and (ii) the rights to use the Land Bridge Easement Parcel are expressly reserved by the Grantor and any successor owners of the Land Bridge Easement Parcel from time to time; provided, however, that in no event shall Grantor or any successor owner of all or any portion of the Land Bridge Easement Parcel from time to time (x) grant additional easements, licenses and rights over, upon or under the Land Bridge Easement Area; or (y) interfere with or impair in any manner the rights granted to Grantee under this Agreement. ARTICLE II MAINTENANCE 2.1 Maintenance. (a) Grantee shall, at its own expense, repair, replace and maintain from time to time (i) any and all paving and asphalt areas on the Land Bridge Easement Parcel which provide, and which are used by Grantee for, vehicular and /or pedestrian ingress and egress to the Central Parcel and /or the Development Parcel or which are utilized by Grantee, its employees or invitees for parking, (ii) any and all railroad tracks on the Land 3 -- CHGO2:20110418.v2 Bridge Easement Parcel which provide, and which are used by Grantee for, ingress and egress to the Central Parcel and/or the Development Parcel, and (iii) any and all utility lines and associated facilities which serve the utility and /or drainage needs of, and which are used by Grantee for, the Plant, in order to keep such areas in a clean, sightly, safe, unobstructed, good and useable condition. (b) Grantor shall, at its such expense, repair, replace and maintain from time to time all other portions of the Land Bridge Easement Parcel and the improvements thereon or thereunder (i.e., all portions of the Land Bridge Easement Parcel other than those which are the responsibility of the Grantee under Section 2.1(a) above) including, without limitation, any culverts, infrastructure or other improvements related to the I &M Canal or pedestrian and vehicular access. (c) With regard to the foregoing repair, replacement and maintenance obligations, each party shall comply with any and all applicable laws, codes and ordinances. Any maintenance, repair and replacement performed by Grantor shall be made so as to interfere as little as practicable with the rights granted hereunder to Grantee and the operations at the Land Bridge Easement Parcel. Grantor shall use commercially reasonable efforts to coordinate maintenance, replacement and repairs on the Land Bridge Easement Parcel so that Grantee's use of the Land Bridge Easement Parcel shall not be materially impaired or interfered with. 2.2 Performance of Other Party's Obligations. (a) In the event of an emergency requiring maintenance, replacement or repair, if the party obligated to perform same hereunder does not undertake the same within a period of time which is reasonable under the circumstances or it does not appear that such party will, or will be able to, undertake such maintenance, replacement or repair, the other party hereto may, at its option and upon notice to obligated party, perform such maintenance, replacement or repair and pay any and all costs and charges associated therewith. (b) If Grantor fails to maintain, replace and /or repair as obligated hereunder and such failure results in a material interference with, or impairment of, the rights granted to Grantee by this Agreement or with the use or operation of the Plant, but does not result in an emergency, then in either such instance Grantee may notify Grantor of such failure. In the event Grantor fails to remedy its failure within ten (10) days after delivery of such notice or, if such failure cannot be cured within ten (10) days, in the event Grantor fails to commence the cure of such failure within such ten (10) day period and thereafter diligently pursue such cure to completion within thirty (30) days after delivery of the aforesaid notice, Grantee, at its option, may perform the obligation which Grantor has failed to properly perform hereunder and pay any and all costs and charges associated therewith. (c) In any event described in this Section 2.2 whereby a party hereto performs the obligation of the other party hereto, the performing party shall be entitled to recover 4 - CHGO2:20110418.v2 from obligated party the sum of (i) the reasonable charges, fees, costs and expenses incurred by performing party (including reasonable attorneys' fees) in connection therewith, plus (ii) interest thereon at an annual rate equal to the Default Rate (as hereinafter defined) from the date of payment (unless a lesser rate shall then be the maximum rate permissible by law with respect thereto, in which event such lesser rate shall be charged). Such charges, fees, costs, expenses and interest shall be paid by obligated party within ten (10) days after receipt of a statement thereof from the performing party. For the purposes hereof, the term "Default Rate" shall be the rate equal to the greater of (i) four percent (4 %) in excess of Bank One's "prime" or "corporate base" rate, and (ii) 11%. (d) No actions taken by a party pursuant to this Section 2.2 shall limit such party's rights under Article V below. ARTICLE III INDEMNITY 3.1 Indemnity. To the fullest extent permitted by law, each party hereunder ( "Indemnitor ") covenants and agrees to defend, protect, indemnify and hold harmless the other party hereto and such other party's members, officers, directors, shareholders, partners, owners, beneficiaries, members, trustees and their respective legal representatives, successors and assigns (collectively, "Indemnitee ") from and against all claims, including any actions or proceedings brought thereon, and all costs, losses, damages, expenses and liabilities (including, without limitation, reasonable attorney's fees and costs of suit) incurred by any Indemnitee and arising out of or from (a) the negligent or willful acts or omissions of such Indemnitor or (b) the breach by said Indemnitor of its obligations under this Agreement, in either case to the extent resulting in the injury to or death of any person or damage to the property of any person. ARTICLE IV NOTICES Any notice, request, demand, instruction or other document to be given or served hereunder, or under any document or instrument executed pursuant hereto, shall be in writing and shall be delivered personally or sent by United States registered or certified mail, return receipt requested, or by overnight express courier, postage prepaid and addressed to the parties at their respective addresses set forth below, and the same shall be effective upon receipt (or refusal of delivery) if delivered personally, or three (3) business days after posting in the United States mails, if mailed, or one (1) business day after deposit with an overnight courier service. A party may change its address for receipt of notices by service of a notice of such change in accordance herewith. 5 -- CHGO2:20110418.v2 If to Grantor: with a copy to: If to Grantee: with a copy to: Village of Lemont 418 Main Street Lemont, Illinois 60439 Attention: Village Manager John Antonopoulos, Esq. Antonopoulos & Virtel, PC 15419 East 127th Street, Suite 100 Lemont, Illinois 60439 K.A. Steel Chemicals, Inc. 15185 Main Street P.O. Box 729 Lemont, Illinois 60439 Attention: President Mark A. Gershon, Esq. Piper Rudnick 203 North LaSalle Street, Suite 1800 Chicago, Illinois 60601 ARTICLE V REMEDIES 5.1 Violations. Without limiting the provisions of Section 2.2 above, upon the occurrence of any one or more of the following events of default by a party hereto ( "Defaulting Party"), the other party hereto (a "Non- Defaulting Party ") shall have the rights and remedies set forth in Section 5.2 below: (a) Failure by any party hereto to pay any due and owing sums required to be paid by such party, for five (5) days after written notice of such non - payment shall have been given to such non - paying party by any Non - Defaulting Party. (b) Violation or breach by any party hereto of any other provision, covenant or obligation required to be performed by such party hereunder, and the continuation of such violation or breach for fifteen (15) days after written notice thereof shall have been given to such party in violation or breach by any Non - Defaulting Party; provided that such 15 -day period shall be extended for the time reasonably required to complete a cure of such violation or breach (not to exceed, in any event, an additional 30 -day period), if such violation or breach cannot reasonably be cured within said initial 15 -day period and the party in violation or breach commences to cure such violation or breach within said initial 15 -day period and thereafter diligently and continuously proceeds to cure same. 6 - CHGO2:20110418.v2 5.2 Remedies. Upon the occurrence of any one or more of the events described in Section 5.1, each Non - Defaulting Party shall have the right to bring an action at law or in equity against the Defaulting Party as permitted by law, including, without limitation, an action (a) for damages, injunctive relief or specific performance, (b) for judgment or for the payment of money and the collection thereof, (c) for any combination of the remedies set forth in this Article V, and (d) for any other relief which the Non - Defaulting Party may deem necessary or appropriate. ARTICLE VI MORTGAGES 6.1 Right to Mortgage. Grantor shall have the right to mortgage its fee interest in the Land Bridge Easement Parcel; provided, however, that the foreclosure of any such mortgage, shall not impair or extinguish the easement rights of Grantee created under this Agreement and provided that such successor shall have all rights and shall be responsible and liable for all obligations of Grantor hereunder, irrespective of when such rights or obligations arose or accrued (subject, however, to the terms of Section 6.2 below). 6.2 Mortgagee Rights and Obligations. Grantee agrees to give the holder of any mortgage to which the Land Bridge Easement Parcel is subject, by registered or certified mail, a copy of any notice or claim of default served by Grantee upon Grantor, provided that prior to such notice Grantee has been notified in writing of the name and address of such mortgage holder. Grantee further agrees that if Grantor shall have failed to cure any default within the pertinent period permitted by Section 5.1 hereof, then the holder of any mortgage to which the Land Bridge Easement Parcel is subject shall have (i) with respect to a monetary default, an additional five (5) days within which to cure or correct such default, and (ii) with respect to a non - monetary default an additional ten (10) days within which to cure or correct such default. ARTICLE VII ESTOPPEL CERTIFICATES 7.1 By All Parties. Each party hereto shall execute, acknowledge and deliver to the other party hereto from time to time, upon request by the other party hereto or any mortgagee of such other party made at least ten (10) days prior to the requested date for delivery, a statement certifying to the other party hereto and any mortgagee of such other party (i) that this Agreement is unmodified and in full force and effect (or if there have been modifications, that this Agreement is in full force and effect as modified, stating the modifications), (ii) whether any notices of a default or breach which continue to be outstanding have been given to the party completing the certification, (iii) whether, to the knowledge of the party completing the certification, any default or breach has occurred hereunder by the other party hereto which continues to be outstanding and if so, specifying each such known default or breach, and (iv) such other matters as may be reasonably requested by the other party hereto or any mortgagee of such other party (so long as such other matters do not amend, revise or alter any of the duties, obligations, rights or privileges of the parties hereunder). 7 - CHGO2:20110418.v2 ARTICLE VIII MISCELLANEOUS 8.1 Separation of the Property. If the Central Parcel is hereafter divided into two or more parts by separation of ownership, each party owning a part thereof shall enjoy the benefit of the easements granted to the owner of the original parcel hereunder. If the Land Bridge Easement Parcel is hereafter divided into two or more parts by separation of ownership, each party owning a part thereof shall be jointly and severally responsible for all obligations and liabilities of "Grantor" hereunder and each such part shall continue to be burdened by the easements granted herein. 8.2 Covenants Running with the Land. All provisions of this Agreement, including the benefits and burdens set forth herein, shall run with the land and are binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. 8.3 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which together shall constitute one completed document. 8.4 Not a Public Dedication. Nothing herein contained shall be deemed to be a gift or dedication of any portion of the Land Bridge Easement Parcel to the general public or for any public use or purpose whatsoever. Except as herein specifically provided, no right or privilege of any party hereto shall inure to the benefit of any third party, nor shall any third party be deemed to be a beneficiary of any of the provisions contained herein. 8.5 Severability. Invalidation of any provisions contained in this Agreement or of the application thereof to any person by judgment or court order shall in no way affect any of the other provisions hereof or the application thereof to any other person and the same shall remain in full force and effect. 8.6 Captions. The captions preceding the text of each article and section and the defined terms herein are included for convenience of reference. Captions and defined terms shall be disregarded in the construction and interpretation of this Agreement. 8.7 Time of the Essence. Time is of the essence under this Agreement. 8.8 Additional Documents. Grantor and Grantee agree to promptly execute and deliver all documents reasonably deemed necessary by either party to more fully evidence or effectuate the terms of this Agreement. [SIGNATURES ON FOLLOWING PAGE] 8 -- CHGO2:20110418.v2 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. GRANTOR: VILLAGE OF LEMONT, an Illinois municipal corporation Village Clerk Approved by [Resolution/Ordinance No. R-11 -0) . f t e Village of Lemont this 21- day of � ,tai , 2003 9 - CHGO2:20110418.v2 GRANTEE: K.A. STEEL CHEMICALS, INC., a Delaware corporation By: Name: Its: STATE OF ILLINOIS ) ) SS. COUNTY OF COOK ) I, Rosemay Yates , a Notary Public in and for said County, in the State aforesaid, DO HEREBY CERTIFY, that John F. Piazza , personally known to me to be the President of the Village of Lemont, an Illinois municipal corporation, whose name is subscribed to the within instrument, appeared before me this day in person and acknowledged that as such President he /she signed and delivered the said instrument as President of such corporation, as his/her free and voluntary act, and as the free and voluntary act and deed of such corporation, for the uses and purposes therein set forth. GIVEN under my hand and Notarial Seal, this 22 day of Sept. , 2003. My Commission Expires: OFFICIAL. SEAL. R0S MAY YATES NOTARY rUEL C, STATE OF ILLINOIS MY COMMISSION EX 2ES F- 12.2004 -- CHGO2:20110418.v2 10 STATE OF ILLINOIS COUNTY OF ) SS. I, , a Notary Public, in and for said County, in the State aforesaid, do hereby certify, that , personally known to me to be the of K.A. Steel Chemicals, Inc., a Delaware corporation, whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he /she signed and delivered said instrument as of such corporation, as his /her own free and voluntary act, and as the free and voluntary act and deed of such corporation, for the uses and purposes therein set forth. GIVEN under my hand and Notarial Seal, this day of , 2003. My Commission Expires: Seal: 11 - CHG02:20110418.v2 Notary Public EXHIBIT A LEGAL DESCRIPTION OF THE LAND BRIDGE EASEMENT PARCEL A -1 - CHG02:20110418.v2 EXHIBIT B LEGAL DESCRIPTION OF THE CENTRAL PARCEL B -1 - CHGO2:20110418.v2 EXHIBIT C LEGAL DESCRIPTION OF THE DEVELOPMENT PARCEL C -1 -- CHGO2:20110418.v2