R-37-12 Res Accepting Sanitary Sewer and Water Main Easement From ComEDRESOLUTION NO.
A RESOLUTION ACCEPTING A SANITARY SEWER AND WATER MAIN
EASEMENT FROM COMED
WHEREAS, the Village of Lemont ( "Village ") has received request from property
owners east of the ComEd right of way to provide Village water and sewer services; and,
WHEREAS, ComEd has agreed to provide said requested easements to the Village to
provide said required services.
NOW, THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF
TRUSTEES of the Village of Lemont, Illinois:
SECTION 1: The Mayor is authorized to execute the required documents on behalf of
the Village.
SECTION 2: The Village Administrator is authorized to execute any further documents
on behalf of the Village related to subject easements and further is authorized to pay to ComEd
$17,050.22 for said easements.
1
PASSED AND APPROVED BY THE PRESIDENT AND BOARD OF TRUSTEES
OF THE VILLAGE OF LEMONT, COUNTIES OF COOK, WILL, AND DUPAGE,
ILLINOIS, on this 25th day of June, 2012.
PRESIDENT AND VILLAGE BOARD MEMBERS:
AYES: NAYS: ABSENT: ABSTAIN
Debby Blatzer
Paul Chialdikas
Clifford Miklos
Ron Stapleton ✓
Rick Sniegowski ✓
Jeanette Virgilio V
CHARLENE M. SMOLLEN
Village Clerk
2
K. REAVES
President
This document was prepared by:
Julie O. Ehrlich
Exelon Business Services Company, LLC
Legal Department
10 South Dearborn, 49th Floor
Chicago, Illinois 60603
When recorded, return to:
John Mishevski
Commonwealth Edison Company
Three Lincoln Centre 4th FL NE
Oakbrook Terrace, IL 60181
SANITARY SEWER AND WATER MAIN EASEMENT AGREEMENT
This Sanitary Sewer and Water Main Easement ( "Easement ") is made as of this day of
, 2012 by and between COMMONWEALTH EDISON COMPANY, an Illinois
corporation ( "Grantor") and VILLAGE OF LEMONT, an Illinois municipal corporation ( "Grantee ").
RECITALS:
A. Grantor is the owner of a parcel of land in the Village of Lemont, County of Cook and
State of Illinois, commonly known as Powerton- Crawford Right of Way, Permn.426 and legally
described on Exhibit A attached hereto and made a part hereof ( "Grantor's Property ").
B. Grantor utilizes Grantor's Property for Grantor's own business operations, which
operations, for purposes hereof, shall include without limitation the construction, reconstruction,
maintenance, repair, upgrade, expansion, addition, renewal, replacement, relocation, removal, use and
operation of Grantor's equipment and facilities, whether now existing or hereafter to be installed, in, at,
over, under, along or across Grantor's Property (collectively, "Grantor's Operations ").
C. Grantee desires to install one (1) ten inch (10 ") sanitary sewer and one (1) twelve inch
(12 ") water main along a center line across Grantor's Property in the location shown on the diagram
attached hereto and made a part hereof as Exhibit B (the "Easement Diagram ") and Grantee desires an
easement over and across a portion of the Grantor's Property that is a 3750 square foot strip of land (250
feet long and 15 feet wide) shown on the Easement Diagram and legally described on Exhibit B (the
"Easement Premises ").
NOW, THEREFORE, in consideration of Ten and No /100ths Dollars, the payments, covenants,
terms, and conditions to be made, performed, kept and observed by Grantee hereunder and other good and
lawful consideration, Grantor and Grantee hereby agree as follows:
1. Grant of Easement. Subject to the terms and provisions of this Easement, Grantor hereby
grants and conveys, without warranty of title, a perpetual, non - exclusive easement for the right and
privilege to use the Easement Premises for the following purposes and for no other purpose whatsoever
construction and maintenance of one ten inch (10 ") sanitary sewer and one twelve -inch (12 ") water main
in substantial conformity with the engineering plan sheet 1 of 1 prepared by Frank Novotny & Associates,
dated July 2011 attached hereto and made a part hereof as Exhibit C (the "Facilities ").
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2. Grantee's Use. The following general conditions shall apply to Grantee's use of the
Easement Premises:
(a) Grantee shall procure and maintain at its own expense, prior to entry upon Grantor's
Property hereunder, all licenses, consents, permits, authorizations and other approvals required from any
federal, state or local governmental authority in connection with the construction, placement, use and
operation of the Easement Premises and the Facilities, and Grantee shall strictly observe all laws, rules,
statutes and regulations of any governmental authorities having jurisdiction over the Easement Premises
or Grantee's operations thereon. Grantor may from time to time request reasonable evidence that all such
approvals have been obtained by Grantee and are in full force and effect. In no event shall Grantee seek
any governmental approvals that may affect in any way Grantor's Operations, including without
limitation any zoning approvals, without in each instance obtaining Grantor's prior written consent, which
consent may be granted or withheld in Grantor's sole discretion.
(b) In the event any aspect of Grantee's construction, placement, maintenance, repair, use or
operation of the Easement Premises and the Facilities at any time violates or is forbidden by any law,
statute, rule, regulation, order or requirement of any governmental authority, Grantee shall immediately
discontinue such operations and at its own expense take all required corrective action, including without
limitation removal of all or any portion of the Facilities from Grantor's Property if required or requested
by Grantor, within the lesser of (i) thirty (30) days from Grantee's notice of such violation or (ii) the
period of time required by law for the correction of such violation.
(c) Grantee's use of the Easement Premises shall be conducted in a manner that does not
conflict or interfere with Grantor's Operations.
(d) This Easement and the rights granted hereunder are subject and subordinate in all
respects to all matters and conditions affecting the Easement Premises (whether recorded or unrecorded).
(e) Grantee's obligations and liabilities to Grantor under this Easement with respect to the
Easement Premises and the Facilities and all other matters shall not be limited or in any manner impaired
by any agreements entered into by and between Grantee and any third parties, including without
limitation any agreements related to the construction or installation of the Facilities, and Grantee shall be
and remain liable to Grantor for the installation and operation of the Facilities in accordance with the
terms and conditions of this Easement, notwithstanding Grantee's failure or refusal to accept delivery of
or title to such facilities from any such third parties.
(f) Without limiting the generality of the foregoing, this Easement and the rights granted
hereunder are subject and subordinate in all respects to the existing and future rights of Grantor and its
lessees, licensees and grantees, existing roads and highways, the rights of all existing utilities, all existing
railroad rights -of -way, water courses and drainage rights that may be present in Grantor's Property. If
required, Grantee shall secure the engineering consent of such prior grantees as a prerequisite to
exercising its rights hereunder and provide Grantor with a copy of the same.
3. Tenn. The term of this Easement shall be perpetual, unless sooner terminated in
accordance with the provisions of this Easement, and shall commence as of the date first hereinabove
written.
4. Fees. In partial consideration of this Easement, Grantee shall pay Grantor a certain sum
of money as set forth in a separate agreement between Grantor and Grantee, which amount shall be due
and payable to Grantor, prior to Grantor's execution of this Easement.
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5. Rights Reserved to Grantor.
(a) Grantor's rights in and to the Easement Premises, Grantor's Property and Grantor's
Operations are and shall remain superior to Grantee's rights granted hereunder. Grantor shall not be
liable to Grantee for damage to the Facilities due to Grantor's Operations and/or the installation,
operation, maintenance or removal of any present or future facilities of Grantor.
(b) Grantor reserves the right to grant additional leases, licenses, easements and rights
hereafter to third parties through, under, over and across all or any portion of Grantor's Property,
including the Easement Premises, so long as there is no material adverse impact on Grantee's rights in
and use of the Easement Premises pursuant to the terms of this Easement. In the event of a violation of
this Paragraph 5(b), Grantee's sole and exclusive remedy against Grantor shall be seeking an injunction
preventing such third party from creating such material adverse impact on Grantee's rights as aforesaid.
6. Relocation and Restoration of Easement Premises. The following terms and conditions
shall govern the rights and obligations of the parties with respect to relocation and restoration of the
Easement Premises:
(a) In the event any alteration, expansion, upgrade, relocation or other change in Grantor's
Operations interferes or conflicts with Grantee's use of the Easement Premises hereunder, Grantor shall
notify Grantee in writing of such proposed change and the conflict posed by this Easement or the
presence of the Facilities on the Easement Premises. Such notice shall contain Grantor's estimate of the
additional costs Grantor will incur if the proposed change in Grantor's Operations must be altered to
avoid or minimize any conflict or interference with Grantee's use of the Easement Premises. Within ten
(10) days after receipt of such notice, Grantee shall notify Grantor in writing of its election to (i) make
such changes in the Facilities, at Grantee's cost, as in the judgment of Grantor may be required to avoid
or minimize any conflict or interference with the proposed change in Grantor's Operations, including
without limitation the relocation of the Easement Premises and the Facilities to another location owned by
and designated by Grantor, or (ii) reimburse Grantor for all additional costs incurred by Grantor in
altering the proposed change m Grantor's Operations to avoid or minimize such conflict or interference.
In the event Grantee fails to notify Grantor in writing of such election within such ten (10) day period,
Grantee shall be conclusively deemed to have elected to reimburse Grantor for its additional costs as
provided in clause (ii) hereinabove. In the event Grantee elects to make all changes to the Easement
Premises and/or the Facilities, including relocation to another location designated by Grantor, required to
avoid conflict with the proposed change in Grantor's Operations, Grantee, at its sole cost and in
accordance with all applicable terms and conditions of this Easement, shall promptly take all steps
necessary to complete such changes and relocation within a reasonable time but in no event later than
sixty (60) days after the date of such election. In the event Grantee elects to reimburse Grantor for the
additional costs to be incurred by Grantor, Grantee shall make such payment within thirty (30) days after
Grantor's demand therefor.
(b) Grantee agrees that, within thirty (30) days after the termination of this Easement for any
reason, Grantee shall, at its sole cost and expense and only if directed to do so by Grantor in Grantor's
sole discretion, remove all of the Facilities from Grantor's Property and restore and repair Grantor's
Property to the condition existing prior to the installation of the Facilities. In the event Grantee fails to so
remove the Facilities and restore and repair Grantor's Property, Grantor may elect to do so at Grantee's
sole cost and expense, and, in such event, Grantor may dispose of the Facilities without any duty to
account to Grantee therefor. Grantee shall pay all costs and expenses incurred by Grantor in removing the
Facilities, including any storage costs, and any costs incurred by Grantor in restoring and repairing
Grantor's Property. Any facilities and equipment that Grantee fails to remove from Grantor's Property
within thirty (30) days after the termination of this Easement shall be conclusively deemed to have been
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abandoned by Grantee and shall become the sole property of Grantor, without liability or obligation to
account to Grantee therefor.
7. Condition of Grantor's Property. Grantee has examined the Easement Premises and
knows its condition. Grantee hereby accepts the condition of the Easement Premises in its AS -IS,
WHERE -IS CONDITION, WITH ALL FAULTS. No representations or warranties as to the
condition, repair or compliance thereof with any laws, and no agreements to make any alterations, repairs
or improvements m or about the Easement Premises have been made by or on behalf of Grantor. By
accepting possession of the Easement Premises, Grantee shall be conclusively presumed to have accepted
the condition thereof and to have unconditionally waived any and all claims whatsoever related to the
condition of the Easement Premises.
8. Conditions Governing Construction, Repair, Maintenance and Other Work.
(a) All work performed by Grantee pursuant to this Easement, including without limitation
all work related to the installation, alteration, maintenance (excluding only routine maintenance), repair,
relocation, replacement or removal of the Easement and the Facilities, shall be performed in accordance
with plans and specifications approved in writing by Grantor prior to the commencement of such work.
Grantor shall review and approve any amendments, additions or other changes to such approved plans and
specifications, prior to the performance of any work identified therein. Grantor shall have the right (but
not the obligation) to supervise Grantee's performance of any such work at the Easement Premises (or
any component thereof). and, in the event that Grantor so elects, Grantee shall reimburse Grantor for any
and all costs of such supervision, together with a charge for Grantor's overhead, as determined by
Grantor.
(b) Prior to the performance of any work, Grantee shall (i) obtain all applicable permits,
approvals and authorizations required from any federal, state or local governmental authorities and
furnish Grantor with satisfactory evidence that all such approvals have been obtained and (ii) furnish
Grantor with certificates of insurance for each contractor and subcontractor evidencing such contractor's
or subcontractor's compliance with the requirements of Section 12 hereof.
(c) Except for emergency repairs affecting the health and safety of the public, Grantee shall
provide Grantor with not less than thirty (30) days advance notice of any work (including routine
maintenance) so that Grantor may take such protective actions as Grantor deems necessary to ensure the
safety and reliability of Grantor's facilities in the area of Grantee's proposed work. Grantee shall
postpone the commencement of its work until such time as Grantor has completed any and all such
protective work. Any cost and expense of such protective work shall be borne by Grantee and paid by
Grantee within thirty (30) days after receipt of a bill therefor.
(d) Grantee hereby agrees that, in the event that Grantee (or any employee, agent,
representative, contractor, licensee, invitee or guest of Grantee) performs any grading, leveling, digging
or other work of any kind on the Grantor's Property (to the extent expressly permitted under the terms of
this Easement) and damages any improvements, fixtures, facilities, equipment, or other property located
(now or in the future) at Grantor's Property, then Grantee will either (at Grantor's sole election), (x).
promptly cause any such improvements, fixtures, facilities, equipment or other property to be repaired
and restored to the same or better condition as the same were in immediately prior to such damage or
destruction, or (y) promptly pay Grantor the amount which Grantor estimates (as set forth in a written
notice from Grantor to Grantee) will cover the cost and expense of repairing and restoring such damage or
destruction. Prior to performing any such grading, leveling, digging or excavation work on the Easement
Premises (which work shall be subject to Grantor's prior written approval), Grantee will notify J.U.L.I.E.
at telephone number (800) 892 -0123, C.U.A.N. at (312) 744 -7000 if the Easement Premises are located in
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the City of Chicago, or in the event the Easement Premises are located outside J.U.L.I.E.'s or C.U.A.N.'s
jurisdiction, any other services required by the utilities in the jurisdiction where the Easement Premises
are located, at least seventy-two (72) hours prior to the commencement of such work in order to locate all
existing utility lines that may be present on the Easement Premises.
(e) Except for emergency repairs affecting the health and safety of the public, which
emergency repairs should be called in within the first 8 -hours of entering Grantor's Property and
confirmed by Grantor, Grantee shall (in addition to the notice required under subparagraph (c) above)
notify Grantor's at (866) 340 -2841, at least forty-eight (48) hours in advance of entering Grantor's
Property for the performance of any work (including routine maintenance). The timing and scheduling of
such work shall be subject to Grantor's prior approval. In the event Grantee is required to perform any
emergency repair work affecting the health and safety of the public, Grantee shall notify Grantor in
writing of such repair work within forty-eight (48) hours after the performance of such repairs.
(f) Grantee hereby acknowledges that the Easement Premises may be used from time to time
to accommodate equipment and facilities of other persons and/or entities (including, without limitation,
pipeline and utility companies) which are (or will be) located on, above or below the surface of the
Easement Premises. Grantee agrees that it will contact any such persons and/or entities holding rights to
use and/or occupy the Easement Premises, and provide the proper protection required by such persons or
entities, in connection with Grantee's use and occupancy of the Easement Premises. Grantee further
agrees to furnish Grantor copies of the correspondence between the any such persons or entities and
Grantee. Grantee agrees that this requirement shall apply to any installations currently located on, above
or below the Easement Premises and any and all future installations on, above or below the Easement
Premises.
(g) Grantor may withhold its approval to the performance of any work hereunder whenever
any of the following conditions exist: (i) Grantee is in default under this Easement, (ii) the performance
of such work and the use and occupancy of Grantor's Property contemplated by such work in Grantor's
judgment will interfere with Grantor's Operations or any other then existing uses of Grantor's Property,
or (iii) Grantor and Grantee have failed to enter into such supplemental agreements as Grantor deems
necessary or advisable regarding the performance of such work. Grantor retains the right to suspend or
stop all such work if in Grantor's sole judgment the ongoing performance of such work endangers
Grantor's facilities or threatens to interfere with Grantor's Operations, and Grantor shall incur no liability
for any additional cost or expense incurred by Grantee or any third parties in connection with such work
stoppage.
(h) All work shall be performed in a good and workmanlike manner and in accordance with
all applicable laws, statutes, building codes and regulations of applicable governmental authorities.
Without limiting the generality of the foregoing, Grantee shall cause all work and the placement of the
Easement Premises and the Facilities to meet the applicable requirements of 83 111. Admin. Code Part
305, as amended from time to time, and shall cause all workers performing any work on behalf of
Grantee, its contractors and subcontractors, to be equipped for and conform to OSHA safety regulations.
Upon completion of the work, Grantee shall (i) provide waivers of liens from each contractor and such
other evidence of lien -free completion of the work as Landlord may require and (ii) restore all adjacent
and other affected areas of Grantor's Property to their original condition preceding the commencement of
such work.
(i) Grantee shall promptly notify Grantor of any damage caused to Grantor's facilities
arising our of or related to the performance of such work, including without limitation damage to crops,
fences, pasture land or livestock, landscaping and the like and Grantee will reimburse Grantor on demand
for the cost of any such repairs and other expenses incurred by Grantor as a result of such damage. The
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formula described in Section 15(b) shall be used to determine the amount due Grantor as reimbursement
for the cost of such repairs. No vehicles, equipment or anything else, (including, but not limited to, any
equipment attached to vehicles or equipment such as antennas) having a height which exceeds the
maximum allowable height under applicable OSHA height standards in effect from time to time, shall be
driven, moved or transported on the Easement Premises without Grantor's prior written consent.
(j) There shall be no impairment of any natural or installed drainage facilities occasioned by
any work related to the Easement Premises and/or the Facilities and Grantee at its cost shall repair and
replace all drainage tiles damaged or destroyed during the performance of such work.
(k) The following additional specific requirements shall apply to the performance of the
work related to the Easement Premises and/or the Facilities:
(i) Grantee agrees that the Facilities will be installed in strict conformity with the plans
attached hereto as Exhibit C.
(ii) Should any proposed changes to the Easement Premises and/or the Facilities be required,
either before or after installation, Grantee, or its successors, shall first submit such changes to Grantor, in
the form of revised plans for Grantor's review and approval.
(iii) Where the Facilities cross Grantor's fiber optic cable (TBON), Grantor may require that
split plastic duct shall be installed and secured around Grantor's underground fiber optic cables in order to
protect the fiber optic cable from any damage during any backfilling operation, all of which shall be
performed at Grantee's sole cost and expense.
(v) Grantee agrees, upon completion of the installation of or any repair or maintenance of
the Facilities, Grantee will replace all backfilling material in a neat, clean and workmanlike manner, with
the topsoil on the surface of Grantor's Property, together with the removal of all excess soils, including
any rocks, debris or unsuitable fill from Grantor's Property that has been displaced by the placement of
the Facilities. At Grantor's sole election, Grantor may permit Grantee to evenly spread any portion of the
remaining topsoil over the Easement Premises so long as Grantee shall not cause or permit the existing
ground grade on the Easement Premises to be increased or decreased in excess of eight (8) inches above
or below the existing grade level of the Easement Premises as of the date hereof.
(vi) Grantee agrees that all of Grantor's Property as affected by the repair, maintenance or
construction of the Facilities shall be leveled, dressed and the area re- seeded using grass over and along
Grantee's entire construction project site, except for those areas that are either tenant occupied for
agricultural purposes and/or those areas that involve in wetland construction, where governmental
wetland restoration requirements shall take precedence. Grantee shall manage the re- seeding process
until a firm grass growth has been established on Grantor's Property. Grantee agrees to leave Grantor's
Property in a neat, clean and orderly condition and to the satisfaction of Grantor, including, but not
limited to, the re- seeding of Grantor's Property as required.
(vii) Grantee covenants and agrees that, in the event that Grantee installs (or is required (by
Grantor or otherwise) to install) any fencing and/or gates in connection with Grantee's work at the
Easement Premises (or its use or occupancy of the Easement Premises), Grantee will install, maintain and
operate such fences and/or gates in strict compliance with any and all fencing and locking rules,
regulations and guidelines which Grantor may deliver to Grantee from time to time.
(viii) Grantee acknowledges and confirms that, in connection with Grantor's review and/or
approval of the plans and specifications for Grantee's work at the Easement Premises (as provided in
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Subsection 8(a) above), Grantor may require that barricades ( "Barricades ") be installed on the Easement
Premises in order to protect Grantor's Operations and/or other equipment, improvements and facilities of
Grantor and other users and occupants of the Fasement Premises. Any such Barricades shall be installed
either (at Grantor's sole option): (A) by Grantee, at Grantee's sole cost and expense, in a manner
satisfactory to Grantor, or (B) by Grantor, in which event Grantee shall pay to Grantor, prior to such
installation, Grantor's reasonable estimate of the cost of such installation of the Barricades.
9. Covenants of Grantee. Grantee hereby covenants and agrees as follows (which covenants
shall survive the expiration or termination of this Easement and Grantee's rights and privileges under this
Easement):
(a) Grantee shall obtain and maintain all rights, licenses, consents and approvals required
from any governmental authorities or third parties with respect to the installation, use or operation of the
Easement Premises and/or the Facilities on Grantor's Property and, at Grantor's request, Grantee shall
provide Grantor with evidence thereof. Grantee shall cause the Easement Premises and the Facilities to
be maintained at all times in good repair and in accordance with all requirements of applicable law, and
Grantee shall not permit any nuisances or other unsafe or hazardous conditions to exist in, on or under
Grantor's Property in connection with the Easement Premises and/or the Facilities or Grantee's use or
occupancy of Grantor's Property. In the event Grantee fails to fully and faithfully perform all such repair
and maintenance obligations, Grantor shall have right (but not the obligation) after thirty (30) days'
written notice to Grantee, to cause such repairs and maintenance to be performed and charge the cost
thereof to Grantor. In the event Grantor elects to perform such repair and maintenance, the amount due
Grantor from Grantee as reimbursement shall be determined using the formula described in Section 15(b)
hereof.
(b) Grantee shall install the Facilities and use and occupy the Easement Premises in a manner
that avoids any interference with Grantor's Operations. Within fifteen (15) days after Grantor's demand
therefor, Grantee shall reimburse Grantor for all costs incurred by Grantor as a result of injury or damage
to persons, property or business, including without limitation the cost of repairing any damage to
Grantor's equipment or facilities or costs arising from electrical outages, caused by the use and occupancy
of the Easement Premises by Grantee, its representatives, employees, agents, contractors, subcontractors
and invitees.
(c) Grantee hereby covenants and agrees that it will not cause or permit any lien (including,
without limitation, any mechanic's lien) or claim for lien to be asserted against the Easement Premises or
any interest therein, whether such lien or claim for lien results from or arises out of any act or omission of
Grantee or its employees, agents, consultants, representatives, contractors, subcontractors or materialmen,
or otherwise. In the event any such lien or claim for lien is filed, Grantee will immediately pay and
release the same. In the event such lien or claim of lien is not released and removed within five (5) days
after notice from Grantor, Grantor, at its sole option and in addition to any of its other rights and
remedies, may take any and all action necessary to release and remove such lien or claim of lien (it being
agreed by Grantee that Grantor shall have no duty to investigate the validity thereof), and Grantee shall
promptly upon notice thereof reimburse Grantor for all sums, costs and expenses, including court costs
and reasonable attorneys' fees and expenses, incurred by Grantor in connection with such lien or claim of
lien. Grantee hereby agrees to indemnify, defend and hold harmless Grantor from and against any and all
liens or claims for lien arising out of or in any way connected with Grantee's use and occupancy of the
Easement Premises.
(d) In addition to, and not in lieu of, the other payments which Grantee is required to make
under this Easement, Grantee shall pay the following amounts to Grantor in respect of real estate taxes
and assessments, in each case no later than thirty (30) days after Grantor's written demand therefor:
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(i) All real estate taxes and other assessments which are allocable to any improvements,
structures or fixtures constructed, installed, or placed by Grantee at the Easement Premises for all periods
during which this Easement is in effect, plus
(ii) Any increase in the real estate taxes and other assessments payable with respect to the
Easement Premises (or any tax parcel of which the Easement Premises is a part) which is allocable to this
Easement, Grantee' s use or occupancy of the Easement Premises, or any improvements, structures or
fixtures constructed, installed or placed by Grantee at the Easement Premises (but without duplication of
any amount payable pursuant to clause (a) above), for all periods during which this Easement is in effect.
For purposes of this Easement real estate taxes or assessments "for" or "with respect to" any particular
period (or portion thereof) shall mean the real estate taxes or assessments which accrue with respect to
such period, irrespective of the fact that such taxes or assessments may be due and payable within a
different period.
Grantee hereby covenants and agrees that Grantee shall, no later than the Tax Exemption Date (as
hereinafter defined), at Grantee's sole cost and expense, execute deliver all documents, instruments
petitions and applications, and take all other actions which may be necessary and/or appropriate, in order
to cause the Easement Premises to be exempted from the payment of real estate taxes, to the extent that it
is possible, under applicable law. In the event that Grantee is successful in obtaining any such real estate
tax exemption for the Easement Premises, then Grantee shall thereafter cause such real estate tax
exemption to be continued for each tax year (or portion thereof) during which this Easement is in effect
(and Grantee shall execute such documents, instruments, petitions and applications, and take such other
actions which may be necessary and/or appropriate, to cause such property tax exemption to be so
continued). In the event that Grantee is unsuccessful in obtaining or continuing any such real estate tax
exemption with respect to the Easement Premises, then Grantee shall thereafter use commercially
reasonable efforts to continue to seek such exemption (or continuance thereof, as applicable) and shall,
from time to time if Grantor so requests, take such actions as may be necessary to apply for such
exemption (or continuation). For purposes hereof, the term "Tax Exemption Date" shall mean the date
that is the earlier of: (i) sixty (60) days after the date of this Easement, or (ii) the deadline for submitting a
real estate tax exemption petition or application for the real estate taxes for the year in which this
Easement is executed and delivered.
(e) Grantee shall notify Grantor in writing within thirty (30) days after the date Grantee
ceases to use the Easement Premises and/or the Facilities and shall provide Grantor with a properly
executed release of this Easement.
10. General Indemnity. To the maximum extent permitted under applicable law, Grantee
agrees to protect, indemnify, defend (with counsel acceptable to Grantor) and hold harmless Grantor and
Exelon Corporation, and their respective parents, subsidiaries and affiliates, and their respective officers,
directors, shareholders, employees, representatives, agents, contractors, licensees, lessees, guests,
invitees, successors and assigns (collectively, the "Indemnified Parties ") from and against any and all
losses, costs, damages, liabilities, expenses (including, without limitation, reasonable attorneys' fees)
and/or injuries (including, without limitation, damage to property and/or personal injuries) suffered or
incurred by any of the Indemnified Parties (regardless of whether contingent, direct, consequential,
liquidated or unliquidated) (collectively, "Losses "), and any and all claims, demands, suits and causes of
action brought or raised against any of the Indemnified Parties (collectively, "Claims "), arising out of,
resulting from, relating to or connected with: (i) any act or omission of Grantee or its officers, directors,
shareholders, employees, representatives, agents, contractors, licensees, lessees, guests, invitees,
successors and assigns ( "Grantee Parties ") at, on or about Grantor's Property, and/or (ii) any breach or
violation of this Easement on the part of Grantee, and notwithstanding anything to the contrary in this
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Easement, such obligation to indemnify and hold harmless the Indemnified Parties shall survive any
termination of this Easement. This indemnification shall include, but not be limited to, claims made under
any workman's compensation law or under any plan for employee's disability and death benefits
(including without limitation claims and demands that may be asserted by employees, agents, contractors
and subcontractors).
11. Waiver. Any entry onto Grantor's Property by Grantee Parties shall be at such parties'
sole risk, and Grantor makes (and has heretofore made) no representations or warranties of any kind
whatsoever regarding Grantor's Property or the condition of Grantor' s Property (including, without
limitation, the environmental condition thereof). To the fullest extent permitted under applicable law,
each of Grantee Parties hereby waives any and all claims, demands, suits and causes of action against the
Indemnified Parties, and fully and forever release the Indemnified Parties, for any loss, cost, damage,
liability or expense (including, without limitation attorneys' fees) suffered or incurred by such Grantee
Parties in connection with any entry onto Grantor's Property pursuant to this Fasement. This Section will
survive termination of this Easement.
12. Insurance. (a) Grantee agrees to require its contractors, before commencing any work on
the Easement Premises to purchase and maintain, or at the option of Grantee to itself purchase and
maintain, at the cost of Grantee or its contractors, a policy or policies of insurance issued by insurance
companies authorized to do business in the State of Illinois, having ratings of A -/VII or better in the
Best's Key Rating Insurance Guide (latest edition in effect at the latest date stated in the Certificates of
Insurance) and in a form satisfactory to Grantor as follows:
COVERAGE #1
Workers' Compensation Insurance with statutory limits, as required by
the state in which the work is to be performed, and Employers' Liability
Insurance with limits not less than One Million dollars ($1,000,000.00)
each accident/occurrence
COVERAGE #2
Commercial General Liability (CGL) Policy or Policies (with coverage
consistent with ISO CG 0001 (12 04)) covering all contractors,
subcontractors and all their subcontractors with limits not less than Four
Million dollars ($4,000,000.00) per occurrence covering liability for
bodily injury and property damage arising from premises, operations,
independent contractors, personal injury /advertising injury, blanket
contractual liability and products/completed operations for not less than
three (3) years from the date the work is accepted. (CGL insurance
includes, but is not limited to coverage for claims against Grantor for
injuries to employees of Grantee and its contractors or any
subcontractors) Grantor shall be added as an Additional Insured
providing coverage consistent with ISO Form CG 20 26 11 85 or the
combination of ISO Form CG 20 10 10 01 and CG 20 37 10 01.
COVERAGE #3
Automobile Liability in an amount of not less than one million dollars
($1,000,000) per accident for bodily injury and property damage,
3048647 9
covering all owned, Leased rented or non -owned vehicles, which shall
include automobile contractual liability coverage.
Policies covering contractors may substitute lower limits for any of the
policies listed above, provided that contactors maintains an umbrella or
excess liability policy or policies which provide a total minimum limit of
four million dollars ($4,000,000) per occurrence for general liability and
one million dollars ($1,000,000) for automobile liability, and that all
other requirements of this insurance clause are satisfied by such umbrella
or excess policy or policies.
Grantee will, in any event, purchase and maintain during the term hereof:
COVERAGE #4
Commercial General Liability (CGL) Insurance (with coverage
consistent with ISO CG 00 01 12 04) with a limit of not less than four
million dollars ($4,000,000) per occurrence covering liability for
bodily injury and property damage, arising from premises, operations,
independent contractors, personal injury/advertising injury, blanket
contractual liability and products/completed operations (CGL
insurance includes, but is not limited to coverage for claims against
Grantor for injuries to employees of Grantee and its contractors or any
subcontractors). Grantor shall be added as an Additional Insured
providing coverage consistent with ISO Form CG 2026 (11/85) or
combination of ISO Form CG 20 10 10 01 and GC20 37 19 91. (ii)
Automobile Liability in an amount of not less than $1,000,000 per
accident for bodily injury and property damage, covering all owned,
leased, rented or non -owned vehicles, which shall include automobile
contractual liability coverage.
COVERAGE #5
Workers' Compensation Insurance with statutory limits, as required by
the state in which the work is to be performed, and Employers'
Liability Insurance with limits not less than One Million dollars
($1,000,000.00) each accident/occurrence.
Grantee may substitute lower limits for any of the policies listed above, provided that
Grantee maintains an umbrella or excess liability policy or policies which provide a
total minimum limit of $4,000,000.00 per occurrence for general liability, and that all
other requirements of this insurance clause are satisfied by such umbrella or excess
policy or policies.
(b) If any work on the Easement Premises involves or includes any contractor handling, transporting,
disposing, or performing work or operations with hazardous substances, contaminants, waste, toxic materials, or
any potential pollutants, Grantee and/or contractors shall purchase and maintain pollution legal liability applicable
to bodily injury; property damage, including loss of us of damaged property or of property that has not been
physically injured or destroyed; cleanup costs; and defense, including costs and expenses incurred in the
investigation, defense, or settlement of claims; all in connection with any loss arising from the Easement
Premises. Coverage shall be maintained in an amount of at least five million dollars ($5,000,000) per loss and
3048647 10
aggregate. Coverage shall apply to sudden and non - sudden pollution conditions resulting from the escape or
release of smoke, vapors, fumes, acids, alkalis, toxic chemicals, liquids, or gases, waste materials, or other
irritants, contaminants, or pollutants. Grantor shall be included as an additional insured and the policy shall be
primary with respect to Grantor as the additional insured.
(c) There shall be furnished to Grantor, prior to commencing the work above described a certificate
of insurance showing the issuance of insurance policies pursuant to the requirements contained in Coverages #1,
#2, and #3 of this paragraph. Insurance coverage as required herein shall be kept in force until all work has been
completed. All policies shall contain a provision that coverages afforded under the policies will not be canceled
or material change until at least thirty (30) days prior written notice (ten (10) days in the case of nonpayment of
premium) has been given to Grantor.
(d) Grantee shall provide evidence of the required insurance coverage under Coverage #4
and #5, which shall be delivered to Grantor upon execution of this document. The insurance under
Coverage #4 and #5 shall be kept in force through the term hereof through the above - referred policy, or
such subsequent or substitute policy or policies as Grantee may, at its discretion, obtain. Grantee shall
also provide Grantor with evidence of all of the insurance required hereunder prior to the effective date of
the Lease whenever any insurance policy procured by Grantee hereunder is renewed and whenever
Grantee obtains a new insurance policy hereunder.
(e) Insurance coverage provided by Grantee and its contractors shall not include any of the
following; any claims made insurance policies; any self- insured retention or deductible amount greater
than two hundred fifty thousand dollars ($250,000) unless approved in writing by Grantor; any
endorsement limiting coverage available to Grantor which is otherwise required by this Article; and any
policy or endorsement language that (i) negates coverage to Grantor for Grantor's own negligence, (ii)
limits the duty to defend Grantor under the policy, (iii) provides coverage to Grantor only if Grantee or its
contractors are negligent, (iv) permits recovery of defense costs from any additional insured, or (v) limits
the scope of coverage for liability assumed under a contract.
(f) To the extent permitted by applicable Laws, all above - mentioned insurance policies shall
provide the following:
(1) Be primary and non - contributory to any other insurance carried by Grantor
(2) Contain cross - liability coverage as provided under standard ISO Forms' separation of
insureds clause; and
(3) Provide for a waiver of all rights of subrogation which Grantee's, or its Contractors'
insurance carrier might exercise against Grantor; and
(4) Any Excess or Umbrella liability coverage will not require contribution before it will
apply
(g) Grantor hereby reserves the right to amend, correct and change from time -to -time the
limits, coverages and forms of polices as may be required from Grantee and/or its contractors.
(h) WAIVER OF SUBROGATION. Grantee and its contractors shall waive all rights of
subrogation against Grantor under those policies procured in accordance with this Easement.
13. Environmental Protection.
3048647 11
(a) Grantee covenants and agrees that Grantee shall conduct its operations on the Easement
Premises in compliance with all applicable Environmental Laws (as hereinafter defined) and further
covenants that neither Grantee, nor any of Grantee Parties, shall use, bring upon, transport, store, keep or
cause or allow the discharge, spill or release (or allow a threatened release) in each case of any Hazardous
Materials (as hereinafter defined) in, on, under or from the Easement Premises. Without limiting any
other indemnification obligations of Grantee contained herein, Grantee hereby agrees to protect,
indemnify, defend (with counsel acceptable to Grantor) and hold harmless the Indemnified Parties from
and against any and all Losses and Claims (including, without limitation, (i) reasonable attorneys' fees,
(ii) liability to third parties for toxic torts and/or personal injury claims, (iii) fines, penalties and/or
assessments levied, assessed or asserted by any governmental authority or court, and (iv) assessment,
remediation and mitigation costs and expenses and natural resource damage claims) arising out of,
resulting from or connected with any Hazardous Materials used, brought upon, transported, stored, kept,
discharged, spilled or released by any Grantee Parties or any other person or entity (except for any person
or entity which is an Indemnified Party) in, on, under or from the Easement Premises. For purposes of
this Easement, the term "Hazardous Materials" shall mean all toxic or hazardous substances, materials
or waste, petroleum or petroleum products, petroleum additives or constituents or any other waste,
contaminant or pollutant regulated under or for which liability may be imposed by any Environmental
Law. "Environmental Laws" shall mean all federal, provincial, state and local environmental laws
(including common law) regulating or imposing standards of care with respect to the handling, storage,
use, emitting, discharge, disposal or other release of Hazardous Materials, including, but not limited to,
the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901, et seq., the Clean Air Act, 42 U.S.C.
§ §7401, et seq., the Federal Water Pollution Control Act, 33 U.S.C. § §1251, et seq., the Emergency
Planning and Community Right to Know Act, 42 U.S.C. §§ 1101, et seq., the Comprehensive
Environmental Response, Compensation and Liability Act, 42 U.S.C. §§ 9601, et seq., the Toxic
Substances Control Act, 15 U.S.C. § §2601, et seq., the Oil Pollution Control Act, 33 U.S.C. § §2701, et
seq., any successor statutes to the foregoing, or any other comparable local, state or federal statute,
ordinance or common law pertaining to protection of human health, the environment or natural resources,
including without limitation the preservation of wetlands, and all regulations pertaining thereto, as well as
applicable judicial or administrative decrees, orders or decisions, authorizations or permits.
(b) If there are wetlands on the Easement Premises, or if wetlands should develop on the
Easement Premises during the term of this Easement, Grantee shall strictly comply with and observe all
applicable Environmental Laws. At Grantor's request, Grantee, at its cost, shall furnish Grantor with a
survey of the Easement Premises delineating any wetland areas located on the Easement Premises. Under
no circumstances shall Grantee change the physical characteristics of any wetland areas located on the
Easement Premises or any adjoining land or place any fill material on any portion of the Easement
Premises or adjoining land, without in each instance obtaining. Grantor's prior written consent (which
may be granted or withheld in Grantor's sole discretion), and only then in compliance with applicable
Environmental Laws.
(c) Grantee shall provide Grantor with prompt written notice upon Grantee's obtaining
knowledge of any potential or known release or threat of release of any Hazardous Materials affecting the
Easement Premises.
(d) This Section shall survive the expiration or other termination of the Easement.
14. Defaults. The occurrence of any of the following shall constitute an event of default
( "Event of Default ") under this Easement:
3048647 12
(a) Grantee shall fail to pay when due any amount payable to Grantee hereunder and such
failure continues for a period of ten (10) days after notice thereof from Grantor; or
(b) Grantee shall breach or violate any of its duties or obligations set forth in Section 9(c) or
Section 12 of this Easement; or
(c) Grantee shall at any time be in default in any other covenants and conditions of this
Easement to be kept, observed and performed by Grantee and such default continue for more than thirty
(30) days (or such shorter time period as may specifically set forth in this Easement) after notice from
Grantor; or
(d) A receiver, assignee or trustee shall be appointed for Grantee or if the Grantee shall file
bankruptcy, or if involuntary bankruptcy proceedings shall be filed against Grantee; or
(e) Grant shall fail to complete construction of the Facilities on or before thirty six (36)
months after the date of this Easement or shall fail to operate or maintain the Facilities for a period of
twelve (12) consecutive months.
15. Remedies. Upon the occurrence of an Event of Default, Grantor may exercise any one or
more of the following remedies (which remedies shall survive the expiration or termination of this
Easement and Grantee's rights and privileges under this Easement):
(a) terminate this Easement and all rights and privileges of Grantee under this Easement by
written notice to Grantee; or
(b) take any and all corrective actions Grantor deems necessary or appropriate to cure such
default and charge the cost thereof to Grantee, together with (i) interest thereon at the rate of nine (9 %)
percent and (ii) an administrative charge in an amount equal to ten percent (10%) of the cost of the
corrective action to defray part of the administrative expense incurred by Grantor in administering such
cure, such payment to be made by Grantee upon Grantor's presentment of demand therefor, or
(c) any other remedy available at law or in equity to Grantor, including without limitation
specific performance of Grantee's obligations hereunder. Grantee shall be liable for and shall reimburse
Grantor upon demand for all reasonable attorney's fees and costs incurred by Grantor in enforcing
Grantee's obligations under this Easement, whether or not Grantor files legal proceedings in connection
therewith. No delay or omission of Grantor to exercise any right or power arising from any default shall
impair any such right or power or be construed to be a waiver of any such default or any acquiescence
therein. No waiver of any breach of any of the covenants of this Easement shall be construed, taken or
held to be a waiver of any other breach, or as a waiver, acquiescence in or consent to any further or
succeeding breach of the same covenant. The acceptance of payment by Grantor of any of the fees or
charges set forth in this Easement shall not constitute a waiver of any breach or violation of the terms or
conditions of this Easement.
16. Notices. Whenever notice is required to be given pursuant to this Easement, the same
shall be in writing, and either personally delivered, sent by a nationally recognized overnight delivery
service, postage prepaid, or sent via United States certified mail, return receipt requested, postage prepaid,
and addressed to the parties at their respective addresses as follows:
3048647 13
If to Grantor:
Commonwealth Edison Company
Three Lincoln Centre 4th FL
Oakbrook Terrace, Illinois 60181
Attn: Real Estate Services
with a copy to:
Exelon Business Services Company, LLC
Law Department
10 South Dearborn Street, 49th Floor
Chicago, Illinois 60613
Attn: Assistant General Counsel — Real Estate
If to Grantee:
Village of Lemont
418 Main Street
Lemont, Illinois 60439
Attn: Village Administrator
or at such other addresses as any party, by written notice in the manner specified above to the other party
hereto, may designate from time to time. Unless otherwise specified to the contrary in this Fassement, all
notices shall be deemed to have been given upon receipt (or refusal of receipt) thereof.
17. No Assignment by Grantee. This Easement and the rights and obligations of the parties
hereto shall be binding upon and inure to the benefit of the parties and their respective successors,
personal representatives and assigns and the owners of Grantee's Property and Grantor's Property, from
time to time; provided, however, that Grantee shall have no right to assign all or any portion of its right,
title, interest or obligation in this Easement or under this Easement without the prior written consent of
Grantor, which consent may be granted or withheld by Grantor in its sole and exclusive discretion. Any
attempt by Grantee to assign all or any portion of its interest hereunder in violation of the foregoing shall
be void and of no force and effect. The terms "Grantor" and "Grantee" as used herein are intended to
include the parties and their respective legal representatives, successors and assigns (as to Grantee such
assigns being limited to its permitted assigns), and the owners of Grantor's Property and Grantee's
Property, from time to time. For purposes of this Easement, any transfer, directly, indirectly or by
operation of law, of a "controlling" interest in Grantee shall constitute an assignment of this Easement,
and shall be subject to the terms and provisions of this Section 17. For purposes hereof, a "controlling"
interest in Grantee shall mean: (a) the ownership, directly or indirectly, of a majority of the outstanding
voting stock or interests of Grantee, or (b) the possession, directly or indirectly, of the power to direct or
cause the direction of the management and policies of Grantee, whether through the ownership of voting
securities or other ownership interests, by statute, or by contract.
18. Entire Agreement; Recitals. This Easement, the exhibits and addenda, if any, contain the
entire agreement between Grantor and Grantee regarding the subject matter hereof, and fully supersede all
prior written or oral agreements and understandings between the parties pertaining to such subject matter.
The recitals set forth at the beginning of this document are hereby incorporated into this Agreement and
made a part hereof.
3048647 14
19. Transfer by Grantor. Upon any transfer or conveyance of the Easement Premises by
Grantor, the transferor shall be released from any liability under this Easement, and the transferee shall be
bound by and deemed to have assumed the obligations of Grantor arising after the date of such transfer or
conveyance.
20. No Oral Change. This Easement cannot be changed orally or by course of conduct, and
no executory agreement, oral agreement or course of conduct shall be effective to waive, change, modify
or discharge it in whole or in part unless the same is in writing and is signed by the party against whom
enforcement of any waiver, change, modification or discharge is sought.
21. Further Assurances. Each party agrees that it will execute and deliver such other
documents and take such other action as may be reasonably requested by the other party to effectuate the
purposes and intention of this Easement.
22. Governing Law, Venue. The terms and provisions of this Easement shall be governed by
and construed in accordance with the laws of the State of Illinois. With respect to any suit, action or
proceeding relating to this Easement (each a "Proceeding "), the parties hereto each irrevocably: (a) agree
that any such Proceeding shall be commenced, brought, tried, litigated and consummated in the courts of
the State of Illinois located in the County of Cook or (as applicable) the United States District Court for
the Northern District of Illinois, (b) submit to the exclusive jurisdiction of the courts of the State of
Illinois located in the County of Cook and the United States District Court for the Northern District of
Illinois, and (c) waive any objection which they may have at any time to the laying of venue of any
Proceeding brought in any such court, waive any claim that any Proceeding brought in any such court has
been brought in an inconvenient forum, and further waive the right to object, with respect to such
Proceeding, that any such court does not have jurisdiction over such party.
23. Time is of the Essence. Time is of the essence of each and every provision of this
Easement.
24. Severability. In the event that any governmental or regulatory body or any court of
competent jurisdiction determines that any covenant, term or condition of this Easement as applied to any
particular facts or circumstances is wholly or partially invalid, illegal or unenforceable, such invalidity,
illegality or unenforceability shall not affect such covenant, term or condition as applied to other facts or
circumstances (unless the effect of such determination precludes the application of such covenant, term or
condition to other facts or circumstances) or the validity, legality or enforceability of the other covenants,
terms and conditions of this Easement. In the event any provision of this Easement is held to be invalid,
illegal or unenforceable, the parties shall promptly and in good faith negotiate new provisions in
substitution therefor to restore this Easement to its original intent and effect.
25. No Reinstatement. No receipt of money by Grantor from Grantee, after the expiration or
termination of this Easement shall renew, reinstate, continue or extend the term of this Easement.
26. Non - Affiliated. By signing this Easement, Grantee affirms and states that it is not an
employee of Commonwealth Edison Company nor Exelon Corporation, and their respective parents,
subsidiaries and affiliates, nor has any affiliated interest in the Commonwealth Edison Company or
Exelon Corporation, and their respective parents, subsidiaries and affiliates.
27. Counterparts. This Easement may be executed by the parties in counterparts. Each such
counterpart shall be deemed an original and all such counterparts, taken together, shall constitute one and
the same agreement.
3048647 15
28. No Assessment. By signing this Easement Grantee agrees that Grantor or its public
utility successor shall not be assessed for any improvements to be constructed pursuant hereto as a local
improvement project or otherwise charged for the cost of such improvements.
29. No Third Party Beneficiaries. Grantor and Grantee agree and acknowledge that, except
as expressly set forth herein, there are no intended third party beneficiaries of this Easement nor any of
the rights and privileges conferred herein.
30. Illinois Commerce Commission Approval. Grantor and Grantee acknowledge that
Grantor is a public utility regulated by the Illinois Commerce Commission ( "Commission ") and other
governmental authorities, and this Easement and the obligations of the parties hereto are subject to all
legal requirements applicable to Grantor as a public utility. Although it is not expected that the
Commission's or other governmental authority's approval will be required for this Easement, the rights
and obligations of the parties hereunder are conditioned upon the Commission's and any other applicable
governmental authority's approval of this Easement, under any circumstances in which such approval is
required. It is further agreed and understood that this Easement may be terminated by Grantor
immediately at any time in the event that Grantor is required to do so by the Commission or some other
governmental authority.
31. Labor Relations. Neither Grantee nor any of Grantee's authorized agents shall, at any
time, directly or indirectly, employ, or permit the employment of, any contractor, mechanic or laborer in
the Easement Premises, or permit any materials to be delivered to or used in the Easement Premises, if, in
Grantor's sole judgment, such employment, delivery or use will interfere or cause any conflict with other
contractors, mechanics or laborers engaged in the construction, maintenance or operation of Grantor's
Property (or any other property) by Grantor, Grantee or others, or the use and enjoyment of Grantor's
Property by Grantor or other lessees or occupants of Grantor's Property. In the event of such interference
or conflict, upon Grantor's request, Grantee shall cause all contractors, mechanics or laborers causing
such interference or conflict to leave Grantor's Property immediately.
32. Independent System Operator. In the event responsibility for management or operation
of all or any portion of Grantor's electrical transmission facilities located in or on the Grantor's Property
is transferred or assigned by Grantor to an independent system operator ( "ISO ") or another third party,
then Grantee agrees to recognize the right of such ISO or third party to exercise all or any part of
Grantor's rights under this instrument.
33, Additional Requirements. Grantee shall comply with all of the additional requirements
set forth on and contained in Exhibit D attached hereto and made a part hereof.
3048647 16
IN WITNESS WHEREOF, the parties hereto have caused this Easement to be executed
by their proper officers thereunto duly authorized as of the day and year first hereinabove
written.
COMMONWEALTH EDISON COMPANY
By:
Timothy Hughes
Director, Real Estate and Facilities
VILLAGE OF LEMO
By:
Nathe:
Mayor
SCHEDULE OF EXHIBITS
A Legal Description of Grantor's Property
B Easement Diagram and Legal Description of Easement Premises
C Easement Plans
D Additional Requirements
3048647 17
STATE OF )
) SS
COUNTY OF )
I, the undersigned, a Notary Public, in and for the County and State aforesaid, DO HEREBY
CERTIFY, that Timothy Hughes, personally known to me to be the Director, Real Estate and Facilities of
COMMONWEALTH EDISON COMPANY, is the same person whose name is subscribed to the
foregoing instrument, appeared before me this day in person and acknowledged that, as such Director, he
signed and delivered such instrument, as his free and voluntary act and deed, 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 official seal, this day of , 2012.
Notary Public
Commission expires:
STATE OF
) SS
COUNTY OF
I, , a Notary Public
HEREBY CERTIFY that
of
to be the same person whose name is subscribed to the
in person and acknowledged that as such
instrument pursuant to authority given by the
voluntary act and deed, and as the free and voluntary
uses and purposes therein set forth.
in and for the County and State aforesaid, DO
personally known to me to be the
a , and personally known to me
foregoing instrument, appeared before me this day
, (s)he signed and delivered such
of such , as his/her free and
act and deed of such , for the
Given under my hand and official seal, this day of , 20�
Notary Public
Commission expires:
EXHIBIT A TO EASEMENT AGREEMENT
LEGAL DESCRIPTION OF GRANTOR'S PROPERTY
THE WEST TWO HUNDRED P1P I Y (250) FEET OF THE EAST HALF OF THE NORTHEAST
QUARTER OF SECTION THIRTY -FIVE (35), TOWNSHIP THIRTY -SEVEN (37) NORTH, RANGE
FT EVEN (11) EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUTNY, ILLINOIS.
P.I.N. 22 -35- 201 -017
P.I.N. 22 -35 -201 -017
PLAT OF EASEMENT
FOR 10" SANITARY SEWER AND 12" WATER MAIN PURPOSES
GRANTED TO THE VILLAGE OF LEMONT
OVER
THE SOUTH 15.00 FEET OF THE NORTH 97.50 FEET OF THE WEST 250.00 FEET OF THE EAST HALF OF THE NORTHEAST QUARTER
OF SECTION 35, TOWNSHIP 37 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL. MERIDIAN, IN COOK COUNTY, ILLINOIS.
GLEN
EAGLES
COUNTRY
CLUB
62
0
LOT 80
THE GLENS
OF
CONNERMARA
SUBDI VISION
LOT 79
250' COMMONWEALTH EDISON R.O.W.
Z.- NORTHWEST CORNER OF THE EAST HALF OF THE
NORTHEAST QUARTER OF SEC. 35 -37 -11
A
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SCALE:
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WEST UNE OF THE EAST UNE OF THE -/
COMMONWEALTH EDISON R.O.W. COMMONWEALTH EDISON R.O.W.
PROPOSED 15' WIDTH x 250' LENGTH
SANITARY SEWER & WATER MAIN
LICENSE FROM COM ED
EXHIBIT 1"
SIGNAATURE
DATE
JAMES L. CAINKAR, P.E.
iL. P.L.S. NO. 2656
EXPIRES 11-30-12
DATE: 5/14/12
PROJECT NO. 11120
SHEET 1 OF 1
MID IRON LICENSE
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EXHIBIT D TO EASEMENT AGREEMENT
ADDITIONAL REQUIREMENTS
1. Grantee's request to remove the spoil from the Leased Premises and replace with gravel is
acceptable provide the Grantee utilizes a CA6 or better gravel.
2. Grantee's proposed grade changes cannot exceed eight (8) inches within the right -of —way unless
Grantee can ensure that the existing drainage patterns are not affected, storm water does not pool
on the right -of —way or adjacent properties and Grantor's NESC safety clearances are not
violated.
3. Subsurface utilities should have a minimum of six (6) feet of ground cover on Grantor's Property
and cross the Grantor's Property at nearly 90 degrees.
4. Subsurface utility installations and excavations shall be a minimum of fifteen (15) feet away from
any transmission structure.
5. Grantee should not leave trenches open overnight. Also, Grantee cannot place any obstruction on
Grantor's Property that will restrict the Grantor's ability to access, operate and maintain existing
and future transmission and distribution facilities.
6. Grantee's equipment cannot exceed fourteen (14) feet in height on the Easement Premises.
7. Grantee cannot leave construction equipment and materials on the Easement Premises when there
is no work activity.
8. The Facilities must be designed for HS20 axle loading per AASHTO highway specification.
9. When working in the vicinity of Grantor's electric transmission lines during the installation
OSHA requirements must be followed.
10. Under not circumstances, should truck beds be raised underneath Grantor's transmission lines.
This note should be added to any construction drawings.
11. Grantee must be aware that Grantor does use heavy equipment and cannot be responsible for any
damage to the Facilities that may occur due to the Grantor's right to access the Easement
Premises to operate and maintain new and existing transmission and distribution facilities.
12. Upon completion of the project, the Grantee must remove any equipment, construction debris and
material from the right -of —way and restore any undisturbed areas of the right -of -way to their pre -
constriction condition.
13. Grantor has a 12 KV residential underground cable parallel to the propose water main. Grantee
must conduct test pits at their expense to determine the exact depth of cable where excavations
are proposed.
14. Environmental Requirements
• Grantee must obtain all applicable environmental permits including Wetlands and NPDES
stormwater permits as required under the Clean Water Act as well as any other applicable
environmental permits for its use of the Easement Premises and for its Facilities.
• All applicable regulations must be followed including implementation of a Stormwater
Pollution Prevention Plan (SWPPP) and a Soil Erosion and Sediment Control Plan (SESC)
to minimize sediment pollution in stormwater runoff as well as any other required
practices.
• If the construction of the Facilities requires excavation of soil or waste from the Easement
Premises, all such soil or waste must be removed by a Grantor's environmental
Contractor of Choice (COC)
• If the construction of the Facilities requires additional soil, only clean fill shall be used.
• No vehicles may be stored on the Easement Premises.
• In the event of a leak/spill on or from the Easement Premises, Grantee must notify Grantor
within 24 hours and provide a written report to Grantor within 5 business days.
• Should Grantor request any of the following materials at any time or from time to time,
Grantee must be prepared to provide the following information to Grantor (please
reference Project Code SR 3004795 in any communications with ComEd)
• A letter that summarizes the results of Grantee's analysis of what types of
environmental permits, plans, and controls are required (e.g., wetlands, SWPPP,
SESC, endangered species impacts, etc.) in connection with the construction,
operation or maintenance of the Facilities.
• A copy of any environmental permits required or obtained by Grantee for the
construction, operation, use and maintenance of the Facilities and Grantee's use of
the Easement Premises.
• A copy of any environmental reports required by any of the required permits.
• A copy of documentation on the substance (MSDS or similar) that is transported
through the Facilities.
• A copy of any documentation regarding Grantee's leak detection process.
This document was prepared by:
Julie O. Ehrlich
Exelon Business Services Company, LLC
Legal Department
10 South Dearborn, 49th Floor
Chicago, Illinois 60603
When recorded, return to:
John Mishevski
Commonwealth Edison Company
Three Lincoln Centre 4th FL NE
Oakbrook Terrace, IL 60181
WATER MAIN EASEMENT AGREEMENT
(MCCARTHY ROAD)
This Water Main Easement ( "Easement ") is made as of this — day of , 2012
by and between COMMONWEALTH EDISON COMPANY, an Illinois corporation ( "Grantor ") and
VILLAGE OF LEMONT, an Illinois municipal corporation ( "Grantee ").
RECITALS:
A. Grantor is the owner of a parcel of land in the Village of Lemont, County of Cook and
State of Illinois, commonly known as Powerton - Crawford Right of Way, Permn.428 and legally
described on Exhibit A attached hereto and made a part hereof ( "Grantor's Property ").
B. Grantor utilizes Grantor's Property for Grantor's own business operations, which
operations, for purposes hereof, shall include without limitation the construction, reconstruction,
maintenance, repair, upgrade, expansion, addition, renewal, replacement, relocation, removal, use and
operation of Grantor's equipment and facilities, whether now existing or hereafter to be installed, in, at,
over, under, along or across Grantor's Property (collectively, "Grantor's Operations ").
C. Grantee desires to install one (1) twelve inch (12 ") water main along a center line across
Grantor's Property in the location shown on the . diagram attached hereto and made a part hereof as
Exhibit B (the "Easement Diagram ") and Grantee desires an easement over and across a portion of the
Grantor's Property that is a 2500 square foot strip of land (250 feet long and 10 feet wide) shown on the
Easement Diagram and legally described on Exhibit B (the "Easement Premises ").
NOW, THEREFORE, in consideration of Ten and No /100ths Dollars, the payments, covenants,
terms, and conditions to be made, performed, kept and observed by Grantee hereunder and other good and
lawful consideration, Grantor and Grantee hereby agree as follows:
1. Grant of Easement. Subject to the terms and provisions of this Easement, Grantor hereby
grants and conveys, without warranty of title, a perpetual, non - exclusive easement for the right and
privilege to use the Easement Premises for the following purposes and for no other purpose whatsoever:
construction and maintenance of one twelve -inch (12 ") water main in substantial conformity with the
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engineering plan sheet 1 of 1 prepared by Frank Novotny & Associates, dated July 2011 attached hereto
and made a part hereof as Exhibit C (the "Facilities ").
2. Grantee's Use. The following general conditions shall apply to Grantee's use of the
Easement Premises:
(a) Grantee shall procure and maintain at its own expense, prior to entry upon Grantor's
Property hereunder, all licenses, consents, permits, authorizations and other approvals required from any
federal, state or local governmental authority m connection with the construction, placement, use and
operation of the Easement Premises and the Facilities, and Grantee shall strictly observe all laws, rules,
statutes and regulations of any governmental authorities having jurisdiction over the Easement Premises
or Grantee's operations thereon. Grantor may from time to time request reasonable evidence that all such
approvals have been obtained by Grantee and are in full force and effect. In no event shall Grantee seek
any govennental approvals that may affect in any way Grantor's Operations, including without
limitation any zoning approvals, without in each instance obtaining Grantor's prior written consent, which
consent may be granted or withheld in Grantor's sole discretion.
(b) In the event any aspect of Grantee's construction, placement, maintenance, repair, use or
operation of the Easement Premises and the Facilities at any time violates or is forbidden by any law,
statute, rule, regulation, order or requirement of any governmental authority, Grantee shall immediately
discontinue such operations and at its own expense take all required corrective action, including without
limitation removal of all or any portion of the Facilities from Grantor's Property if required or requested
by Grantor, within the lesser of (i) thirty (30) days from Grantee's notice of such violation or (ii) the
period of time required by law for the correction of such violation.
(c) Grantee's use of the Easement Premises shall be conducted in a manner that does not
conflict or interfere with Grantor's Operations.
(d) This Easement and the rights granted hereunder are subject and subordinate in all
respects to all matters and conditions affecting the Easement Premises (whether recorded or unrecorded).
(e) Grantee's obligations and liabilities to Grantor under this Easement with respect to the
Easement Premises and the Facilities and all other matters shall not be limited or in any manner impaired
by any agreements entered into by and between Grantee and any third parties, including without
limitation any agreements related to the construction or installation of the Facilities, and Grantee shall be
and remain liable to Grantor for the installation and operation of the Facilities in accordance with the
terms and conditions of this Easement, notwithstanding Grantee's failure or refusal to accept delivery of
or title to such facilities from any such third parties.
(f) Without limiting the generality of the foregoing, this Easement and the rights granted
hereunder are subject and subordinate in all respects to the existing and future rights of Grantor and its
lessees, licensees and grantees, existing roads and highways, the rights of all existing utilities, all existing
railroad rights -of -way, water courses and drainage rights that may be present in Grantor's Property. If
required, Grantee shall secure the engineering consent of such prior grantees as a prerequisite to
exercising its rights hereunder and provide Grantor with a copy of the same.
3. Term. The term of this Easement shall be perpetual, unless sooner terminated in
accordance with the provisions of this Easement, and shall commence as of the date first hereinabove
written.
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4. Fees. In partial consideration of this Easement, Grantee shall pay Grantor a certain sum
of money as set forth in a separate agreement between Grantor and Grantee, which amount shall be due
and payable to Grantor, prior to Grantor's execution of this Easement.
5. Rights Reserved to Grantor.
(a) Grantor's rights in and to the Easement Premises, Grantor' s Property and Grantor's
Operations are and shall remain superior to Grantee's rights granted hereunder. Grantor shall not be
liable to Grantee for damage to the Facilities due to Grantor's Operations and/or the installation,
operation, maintenance or removal of any present or future facilities of Grantor.
(b) Grantor reserves the right to grant additional leases, licenses, easements and rights
hereafter to third parties through, under, over and across all or any portion of Grantor's Property,
including the Easement Premises, so long as there is no material adverse impact on Grantee's rights in
and use of the Easement Premises pursuant to the terms of this Easement. In the event of a violation of
this Paragraph 5(b), Grantee's sole and exclusive remedy against Grantor shall be seeking an injunction
preventing such third party from creating such material adverse impact on Grantee's rights as aforesaid.
6. Relocation and Restoration of Easement Premises. The following terms and conditions
shall govern the rights and obligations of the parties with respect to relocation and restoration of the
Easement Premises:
(a) In the event any alteration, expansion, upgrade, relocation or other change in Grantor's
Operations interferes or conflicts with Grantee's use of the Easement Premises hereunder, Grantor shall
notify Grantee in writing of such proposed change and the conflict posed by this Easement or the
presence of the Facilities on the Easement Premises. Such notice shall contain Grantor's estimate of the
additional costs Grantor will incur if the proposed change in Grantor's Operations must be altered to
avoid or minimize any conflict or interference with Grantee's use of the Easement Premises. Within ten
(10) days after receipt of such notice, Grantee shall notify Grantor in writing of its election to (i) make
such changes in the Facilities, at Grantee's cost, as in the judgment of Grantor may be required to avoid
or minimize any conflict or interference with the proposed change in Grantor's Operations, including
without limitation the relocation of the Easement Premises and the Facilities to another location owned by
and designated by Grantor, or (ii) reimburse Grantor for all additional costs incurred by Grantor in
altering the proposed change in Grantor's Operations to avoid or minimize such conflict or interference.
In the event Grantee fails to notify Grantor in writing of such election within such ten (10) day period,
Grantee shall be conclusively deemed to have elected to reimburse Grantor for its additional costs as
provided in clause (ii) hereinabove. In the event Grantee elects to make all changes to the Easement
Premises and/or the Facilities, including relocation to another location designated by Grantor, required to
avoid conflict with the proposed change in Grantor's Operations, Grantee, at its sole cost and in
accordance with all applicable terms and conditions of this Easement, shall promptly take all steps
necessary to complete such changes and relocation within a reasonable time but in no event later than
sixty (60) days after the date of such election. In the event Grantee elects to reimburse Grantor for the
additional costs to be incurred by Grantor, Grantee shall make such payment within thirty (30) days after
Grantor's demand therefor.
(b) Grantee agrees that, within thirty (30) days after the termination of this Easement for any
reason, Grantee shall, at its sole cost and expense and only if directed to do so by Grantor in Grantor's
sole discretion, remove all of the Facilities from Grantor's Property and restore and repair Grantor's
Property to the condition existing prior to the installation of the Facilities. In the event Grantee fails to so
remove the Facilities and restore and repair Grantor's Property, Grantor may elect to do so at Grantee's
sole cost and expense, and, in such event, Grantor may dispose of the Facilities without any duty to
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account to Grantee therefor. Grantee shall pay all costs and expenses incurred by Grantor in removing the
Facilities, including any storage costs, and any costs incurred by Grantor in restoring and repairing
Grantor's Property. Any facilities and equipment that Grantee fails to remove from Grantor's Property
within thirty (30) days after the termination of this Easement shall be conclusively deemed to have been
abandoned by Grantee and shall become the sole property of Grantor, without liability or obligation to
account to Grantee therefor.
7. Condition of Grantor's Property. Grantee has examined the Easement Premises and
knows its condition. Grantee hereby accepts the condition of the Easement Premises in its AS -IS,
WHERE -IS CONDITION, WITH ALL FAULTS. No representations or warranties as to the
condition, repair or compliance thereof with any laws, and no agreements to make any alterations, repairs
or improvements in or about the Easement Premises have been made by or on behalf of Grantor. By
accepting possession of the Easement Premises, Grantee shall be conclusively presumed to have accepted
the condition thereof and to have unconditionally waived any and all claims whatsoever related to the
condition of the Easement Premises.
8. Conditions Governing Construction, Repair, Maintenance and Other Work.
(a) All work performed by Grantee pursuant to this Easement, including without limitation
all work related to the installation, alteration, maintenance (excluding only routine maintenance), repair,
relocation, replacement or removal of the Easement and the Facilities, shall be performed in accordance
with plans and specifications approved in writing by Grantor prior to the commencement of such work.
Grantor shall review and approve any amendments, additions or other changes to such approved plans and
specifications, prior to the performance of any work identified therein. Grantor shall have the right (but
not the obligation) to supervise Grantee's performance of any such work at the Easement Premises (or
any component thereof) and, in the event that Grantor so elects, Grantee shall reimburse Grantor for any
and all costs of such supervision, together with a charge for Grantor's overhead, as determined by
Grantor.
(b) Prior to the performance of any work, Grantee shall (i) obtain all applicable permits,
approvals and authorizations required from any federal, state or local governmental authorities and
furnish Grantor with satisfactory evidence that all such approvals have been obtained and (ii) furnish
Grantor with certificates of insurance for each contractor and subcontractor evidencing such contractor's
or subcontractor's compliance with the requirements of Section 12 hereof.
(c) Except for emergency repairs affecting the health and safety of the public, Grantee shall
provide Grantor with not less than thirty (30) days advance notice of any work (including routine
maintenance) so that Grantor may take such protective actions as Grantor deems necessary to ensure the
safety and reliability of Grantor's facilities in the area of Grantee's proposed work. Grantee shall
postpone the commencement of its work until such time as Grantor has completed any and all such
protective work. Any cost and expense of such protective work shall be borne by Grantee and paid by
Grantee within thirty (30) days after receipt of a bill therefor.
(d) Grantee hereby agrees that, in the event that Grantee (or any employee, agent,
representative, contractor, licensee, invitee or guest of Grantee) performs any grading, leveling, digging
or other work of any kind on the Grantor's Property (to the extent expressly permitted under the terms of
this Easement) and damages any improvements, fixtures, facilities, equipment, or other property located
(now or in the future) at Grantor's Property, then Grantee will either (at Grantor's sole election), (x)
promptly cause any such improvements, fixtures, facilities, equipment or other property to be repaired
and restored to the same or better condition as the same were in immediately prior to such damage or
destruction, or (y) promptly pay Grantor the amount which Grantor estimates (as set forth in a written
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notice from Grantor to Grantee) will cover the cost and expense of repairing and restoring such damage or
destruction. Prior to performing any such grading, leveling, digging or excavation work on the Easement
Premises (which work shall be subject to Grantor's prior written approval), Grantee will notify J.U.L.I.E.
at telephone number (800) 892 -0123, C.U.A.N. at (312) 744 -7000 if the Easement Premises are located in
the City of Chicago, or in the event the Easement Premises are located outside J.U.L.LE.'s or C.U.A.N.'s
jurisdiction, any other services required by the utilities in the jurisdiction where the Easement Premises
are located, at least seventy -two (72) hours prior to the commencement of such work in order to locate all
existing utility lines that may be present on the Easement Premises.
(e) Except for emergency repairs affecting the health and safety of the public, which
emergency repairs should be called in within the first 8 -hours of entering Grantor's Property and
confirmed by Grantor, Grantee shall (in addition to the notice required under subparagraph (c) above)
notify Grantor's at (866) 340 -2841, at least forty -eight (48) hours in advance of entering Grantor's
Property for the performance of any work (including routine maintenance). The timing and scheduling of
such work shall be subject to Grantor's prior approval. In the event Grantee is required to perform any
emergency repair work affecting the health and safety of the public, Grantee shall notify Grantor in
writing of such repair work within forty-eight (48) hours after the performance of such repairs.
(f) Grantee hereby acknowledges that the Easement Premises may be used from time to time
to accommodate equipment and facilities of other persons and/or entities (including, without limitation,
pipeline and utility companies) which are (or will be) located on, above or below the surface of the
Easement Premises. Grantee agrees that it will contact any such persons and/or entities holding rights to
use and/or occupy the Easement Premises, and provide the proper protection required by such persons or
entities, in connection with Grantee's use and occupancy of the Easement Premises. Grantee further
agrees to furnish Grantor copies of the correspondence between the any such persons or entities and
Grantee. Grantee agrees that this requirement shall apply to any installations currently located on, above
or below the Easement Premises and any and all future installations on, above or below the Easement
Premises.
(g) Grantor may withhold its approval to the performance of any work hereunder whenever
any of the following conditions exist: (i) Grantee is in default under this Easement, (ii) the performance
of such work and the use and occupancy of Grantor's Property contemplated by such work in Grantor's
judgment will interfere with Grantor's Operations or any other then existing uses of Grantor's Property,
or (iii) Grantor and Grantee have failed to enter into such supplemental agreements as Grantor deems
necessary or advisable regarding the performance of such work. Grantor retains the right to suspend or
stop all such work if in Grantor's sole judgment the ongoing performance of such work endangers
Grantor's facilities or threatens to interfere with Grantor's Operations, and Grantor shall incur no liability
for any additional cost or expense incurred by Grantee or any third parties in connection with such work
stoppage.
(h) All work shall be performed in a good and workmanlike manner and in accordance with
all applicable laws, statutes, building codes and regulations of applicable governmental authorities.
Without limiting the generality of the foregoing, Grantee shall cause all work and the placement of the
Easement Premises and the Facilities to meet the applicable requirements of 83 Ill. Admin. Code Part
305, as amended from time to time, and shall cause all workers performing any work on behalf of
Grantee, its contractors and subcontractors, to be equipped for and conform to OSHA safety regulations.
Upon completion of the work, Grantee shall (i) provide waivers of liens from each contractor and such
other evidence of lien -free completion of the work as Landlord may require and (ii) restore all adjacent
and other affected areas of Grantor's Property to their original condition preceding the commencement of
such work.
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(i) Grantee shall promptly notify Grantor of any damage caused to Grantor's facilities
arising our of or related to the performance of such work, including without limitation damage to crops,
fences, pasture land or livestock, landscaping and the like and Grantee will reimburse Grantor on demand
for the cost of any such repairs and other expenses incurred by Grantor as a result of such damage. The
formula described in Section 15(b) shall be used to determine the amount due Grantor as reimbursement
for the cost of such repairs. No vehicles, equipment or anything else (including, but not limited to, any
equipment attached to vehicles or equipment such as antennas) having a height which exceeds the
maximum allowable height under applicable OSHA height standards in effect from time to time, shall be
driven, moved or transported on the Easement Premises without Grantor's prior written consent.
(j) There shall be no impairment of any natural or installed drainage facilities occasioned by
any work related to the Easement Premises and/or the Facilities and Grantee at its cost shall repair and
replace all drainage tiles damaged or destroyed during the performance of such work.
(k) The following additional specific requirements shall apply to the performance of the
work related to the Easement Premises and/or the Facilities:
(i) Grantee agrees that the Facilities will be installed in strict conformity with the plans
attached hereto as Exhibit C.
(ii) Should any proposed changes to the Easement Premises and/or the Facilities be required,
either before or after installation, Grantee, or its successors, shall first submit such changes to Grantor, in
the form of revised plans for Grantor's review and approval.
(iii) Where the Facilities cross Grantor's fiber optic cable (TBON), Grantor may require that
split plastic duct shall be installed and secured around Grantor's underground fiber optic cables in order to
protect the fiber optic cable from any damage during any backfilling operation, all of which shall be
performed at Grantee's sole cost and expense.
(v) Grantee agrees, upon completion of the installation of or any repair or maintenance of
the Facilities, Grantee will replace all backfilling material in a neat, clean and workmanlike manner, with
the topsoil on the surface of Grantor's Property, together with the removal of all excess soils, including
any rocks, debris or unsuitable fill from Grantor's Property that has been displaced by the placement of
the Facilities. At Grantor's sole election, Grantor may permit Grantee to evenly spread any portion of the
remaining topsoil over the Easement Premises so long as Grantee shall not cause or permit the existing
ground grade on the Easement Premises to be increased or decreased in excess of eight (8) inches above
or below the existing grade level of the Easement Premises as of the date hereof.
(vi) Grantee agrees that all of Grantor's Property as affected by the repair, maintenance or
construction of the Facilities shall be leveled, dressed and the area re- seeded using grass over and along
Grantee's entire construction project site, except for those areas that are either tenant occupied for
agricultural purposes and/or those areas that involve in wetland construction, where governmental
wetland restoration requirements shall take precedence. Grantee shall manage the re- seeding process
until a firm grass growth has been established on Grantor's Property. Grantee agrees to leave Grantor's
Property in a neat, clean and orderly condition and to the satisfaction of Grantor, including, but not
limited to, the re- seeding of Grantor's Property as required.
(vii) Grantee covenants and agrees that, in the event that Grantee installs (or is required (by
Grantor or otherwise) to install) any fencing and/or gates in connection with Grantee's work at the
Easement Premises (or its use or occupancy of the Easement Premises), Grantee will install, maintain and
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operate such fences and/or gates in strict compliance with any and all fencing and locking rules,
regulations and guidelines which Grantor may deliver to Grantee from time to time.
(viii) Grantee acknowledges and confirms that, in connection with Grantor's review and/or
approval of the plans and specifications for Grantee's work at the Easement Premises (as provided in
Subsection 8(a) above), Grantor may require that barricades ( "Barricades ") be installed on the Easement
Premises in order to protect Grantor's Operations and/or other equipment, improvements and facilities of
Grantor and other users and occupants of the Easement Premises. Any such Barricades shall be installed
either (at Grantor's sole option): (A) by Grantee, at Grantee's sole cost and expense, in a manner
satisfactory to Grantor, or (B) by Grantor, in which event Grantee shall pay to Grantor, prior to such
installation, Grantor's reasonable estimate of the cost of such installation of the Barricades.
9. Covenants of Grantee. Grantee hereby covenants and agrees as follows (which covenants
shall survive the expiration or termination of this Easement and Grantee's rights and privileges under this
Easement):
(a) Grantee shall obtain and maintain all rights, licenses, consents and approvals required
from any governmental authorities or third parties with respect to the installation, use or operation of the
Easement Premises and/or the Facilities on Grantor's Property and, at Grantor's request, Grantee shall
provide Grantor with evidence thereof. Grantee shall cause the Easement Premises and the Facilities to
be maintained at all times in good repair and in accordance with all requirements of applicable law, and
Grantee shall not permit any nuisances or other unsafe or hazardous conditions to exist in, on or under
Grantor's Property in connection with the Easement Premises and/or the Facilities or Grantee's use or
occupancy of Grantor's Property. In the event Grantee fails to fully and faithfully perform all such repair
and maintenance obligations, Grantor shall have right (but not the obligation) after thirty (30) days'
written notice to Grantee, to cause such repairs and maintenance to be performed and charge the cost
thereof to Grantor. In the event Grantor elects to perform such repair and maintenance, the amount due
Grantor from Grantee as reimbursement shall be determined using the formula described in Section 15(b)
hereof.
(b) Grantee shall install the Facilities and use and occupy the Easement Premises in a manner
that avoids any interference with Grantor's Operations. Within fifteen (15) days after Grantor's demand
therefor, Grantee shall reimburse Grantor for all costs incurred by Grantor as a result of injury or damage
to persons, property or business, including without limitation the cost of repairing any damage to
Grantor's equipment or facilities or costs arising from electrical outages, caused by the use and occupancy
of the Easement Premises by Grantee, its representatives, employees, agents, contractors, subcontractors
and invitees.
(c) Grantee hereby covenants and agrees that it will not cause or permit any lien (including,
without limitation, any mechanic's lien) or claim for lien to be asserted against the Easement Premises or
any interest therein, whether such lien or claim for lien results from or arises out of any act or omission of
Grantee or its employees, agents, consultants, representatives, contractors, subcontractors or materialmen,
or otherwise. In the event any such lien or claim for lien is filed, Grantee will immediately pay and
release the same. In the event such lien or claim of lien is not released and removed within five (5) days
after notice from Grantor, Grantor, at its sole option and in addition to any of its other rights and
remedies, may take any and all action necessary to release and remove such lien or claim of lien (it being
agreed by Grantee that Grantor shall have no duty to investigate the validity thereof), and Grantee shall
promptly upon notice thereof reimburse Grantor for all sums, costs and expenses, including court costs
and reasonable attorneys' fees and expenses, incurred by Grantor in connection with such lien or claim of
lien. Grantee hereby agrees to indemnify, defend and hold harmless Grantor from and against any and all
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liens or claims for lien arising out of or in any way connected with Grantee's use and occupancy of the
Easement Premises.
(d) In addition to, and not in lieu of, the other payments which Grantee is required to make
under this Easement, Grantee shall pay the following amounts to Grantor in respect of real estate taxes
and assessments, in each case no later than thirty (30) days after Grantor's written demand therefor:
(i) All real estate taxes and other assessments which are allocable to any improvements,
structures or fixtures constructed, installed, or placed by Grantee at the Easement Premises for all periods
during which this Easement is in effect, plus
(ii) Any increase in the real estate taxes and other assessments payable with respect to the
Easement Premises (or any tax parcel of which the Easement Premises is a part) which is allocable to this
Easement, Grantee's use or occupancy of the Easement Premises, or any improvements, structures or
fixtures constructed, installed or placed by Grantee at the Easement Premises (but without duplication of
any amount payable pursuant to clause (a) above), for all periods during which this Easement is in effect.
For purposes of this Easement real estate taxes or assessments "for" or "with respect to" any particular
period (or portion thereof) shall mean the real estate taxes or assessments which accrue with respect to
such period, irrespective of the fact that such taxes or assessments may be due and payable within a
different period.
Grantee hereby covenants and agrees that Grantee shall, no later than the Tax Exemption Date (as
hereinafter defined), at Grantee's sole cost and expense, execute and deliver all documents, instruments
petitions and applications, and take all other actions which may be necessary and/or appropriate, in order
to cause the Easement Premises to be exempted from the payment of real estate taxes, to the extent that it
is possible, under applicable law. In the event that Grantee is successful in obtaining any such real estate
tax exemption for the Easement Premises, then Grantee shall thereafter cause such real estate tax
exemption to be continued for each tax year (or portion thereof) during which this Easement is in effect
(and Grantee shall execute such documents, instruments, petitions and applications, and take such other
actions which may be necessary and/or appropriate, to cause such property tax exemption to be so
continued). In the event that Grantee is unsuccessful in obtaining or continuing any such real estate tax
exemption with respect to the Easement Premises, then Grantee shall thereafter use commercially
reasonable efforts to continue to seek such exemption (or continuance thereof, as applicable) and shall,
from time to time if Grantor so requests, take such actions as may be necessary to apply for such
exemption (or continuation). For purposes hereof, the term "Tax Exemption Date" shall mean the date
that is the earlier of: (i) sixty (60) days after the date of this Easement, or (ii) the deadline for submitting a
real estate tax exemption petition or application for the real estate taxes for the year in which this
Easement is executed and delivered.
(e) Grantee shall notify Grantor in writing within thirty (30) days after the date Grantee
ceases to use the Easement Premises and/or the Facilities and shall provide Grantor with a properly
executed release of this Easement.
10. General Indemnity. To the maximum extent permitted under applicable law, Grantee
agrees to protect, indemnify, defend (with counsel acceptable to Grantor) and hold harmless Grantor and
Exelon Corporation, and their respective parents, subsidiaries and affiliates, and their respective officers,
directors, shareholders, employees, representatives, agents, contractors, licensees, lessees, guests,
invitees, successors and assigns (collectively, the "Indemnified Parties ") from and against any and all
losses, costs, damages, liabilities, expenses (including, without limitation, reasonable attorneys' fees)
and/or injuries (including, without limitation, damage to property and/or personal injuries) suffered or
3056473 8
incurred by any of the Indemnified Parties (regardless of whether contingent, direct, consequential,
liquidated or unliquidated) (collectively, "Losses "), and any and all claims, demands, suits and causes of
action brought or raised against any of the Indemnified Parties ( collectively, "Claims "), arising out of,
resulting from, relating to or connected with: (i) any act or omission of Grantee or its officers, directors,
shareholders, employees, representatives, agents, contractors, licensees, lessees, guests, invitees,
successors and assigns ( "Grantee Parties ") at, on or about Grantor's Property, and/or (ii) any breach or
violation of this Easement on the part of Grantee, and notwithstanding anything to the contrary in this
Easement, such obligation to indemnify and hold harmless the Indemnified Parties shall survive any
termination of this Easement. This indemnification shall include, but not be limited to, claims made under
any workman's compensation law or under any plan for employee's disability and death benefits
(including without limitation claims and demands that may be asserted by employees, agents, contractors
and subcontractors).
11. Waiver. Any entry onto Grantor's Property by Grantee Parties shall be at such parties'
sole risk, and Grantor makes (and has heretofore made) no representations or warranties of any kind
whatsoever regarding Grantor's Property or the condition of Grantor's Property (including, without
limitation, the environmental condition thereof). To the fullest extent permitted under applicable law,
each of Grantee Parties hereby waives any and all claims, demands, suits and causes of action against the
Indemnified Parties, and fully and forever release the Indemnified Parties, for any loss, cost, damage,
liability or expense (including, without limitation attorneys' fees) suffered or incurred by such Grantee
Parties in connection with any entry onto Grantor's Property pursuant to this Easement. This Section will
survive termination of this Easement.
12. Insurance. (a) Grantee agrees to require its contractors, before commencing any work on
the Easement Premises to purchase and maintain, or at the option of Grantee to itself purchase and
maintain, at the cost of Grantee or its contractors, a policy or policies of insurance issued by insurance
companies authorized to do business in the State of Illinois, having ratings of A-/V11 or better in the
Best's Key Rating Insurance Guide (latest edition in effect at the latest date stated in the Certificates of
Insurance) and in a form satisfactory to Grantor as follows:
COVERAGE ##1
Workers' Compensation Insurance with statutory limits, as required by
the state in which the work is to be performed, and Employers' Liability
Insurance with limits not less than One Million dollars ($1,000,000.00)
each accident/occurrence
COVERAGE #2
Commercial General Liability (CGL) Policy or Policies (with coverage
consistent with ISO CG 0001 (12 04)) covering all contractors,
subcontractors and all their subcontractors with limits not less than Four
Million dollars ($4,000,000.00) per occurrence covering liability for
bodily injury and property damage arising from premises, operations,
independent contractors, personal injury/advertising injury, blanket
contractual liability and products/completed operations for not less than
three (3) years from the date the work is accepted. (CGL insurance
includes, but is not limited to coverage for claims against Grantor for
injuries to employees of Grantee and its contractors or any
subcontractors) Grantor shall be added as an Additional Insured
3056473 9
providing coverage consistent with ISO Form CG 20 26 11 85 or the
combination of ISO Form CG 20 10 10 01 and CG 20 37 10 01.
COVERAGE #3
Automobile Liability in an amount of not less than one million dollars
($1,000,000) per accident for bodily injury and property damage,
covering all owned, leased, rented or non -owned vehicles, which shall
include automobile contractual liability coverage.
Policies covering contractors may substitute lower limits for any of the
policies listed above, provided that contactors maintains an umbrella or
excess liability policy or policies which provide a total minimum limit of
four million dollars ($4,000,000) per occurrence for general liability and
one million dollars ($1,000,000) for automobile liability, and that all
other requirements of this insurance clause are satisfied by such umbrella
or excess policy or policies.
Grantee will, in any event, purchase and maintain during the term hereof:
COVERAGE #4
Commercial General Liability (CGL) Insurance (with coverage
consistent with ISO CG 00 01 12 04) with a limit of not less than four
million dollars ($4,000,000) per occurrence covering liability for
bodily injury and property damage, arising from premises, operations,
independent contractors, personal injury/advertising injury, blanket
contractual liability and products/completed operations (CGL
insurance includes, but is not limited to coverage for claims against
Grantor for injuries to employees of Grantee and its contractors or any
subcontractors). Grantor shall be added as an Additional Insured
providing coverage consistent with ISO Form CG 2026 (11/85) or
combination of ISO Form CG 20 10 10 01 and GC20 37 19 91. (ii)
Automobile Liability in an amount of not less than $1,000,000 per
accident for bodily injury and property damage, covering all owned,
leased, rented or non -owned vehicles, which shall include automobile
contractual liability coverage.
COVERAGE #5
Workers' Compensation Insurance with statutory limits, as required by
the state in which the work is to be performed, and Employers'
Liability Insurance with limits not less than One Million dollars
($1,000,000.00) each accident/occurrence.
Grantee may substitute lower limits for any of the policies listed above, provided that
Grantee maintains an umbrella or excess liability policy or policies which provide a
total minimum limit of $4,000,000.00 per occurrence for general liability, and that all
other requirements of this insurance clause are satisfied by such umbrella or excess
policy or policies.
3056473 10
(b) If any work on the Easement Premises involves or includes any contractor handling, transporting,
disposing, or performing work or operations with hazardous substances, contaminants, waste, toxic materials, or
any potential pollutants, Grantee and/or contractors shall purchase and maintain pollution legal liability applicable
to bodily injury; property damage, including loss of us of damaged property or of property that has not been
physically injured or destroyed; cleanup costs; and defense, including costs and expenses incurred in the
investigation, defense, or settlement of claims; all in connection with any loss arising from the Easement
Premises. Coverage shall be maintained in an amount of at least five million dollars ($5,000,000) per loss and
aggregate. Coverage shall apply to sudden and non - sudden pollution conditions resulting from the escape or
release of smoke, vapors, fumes, acids, alkalis, toxic chemicals, liquids, or gases, waste materials, or other
irritants, contaminants, or pollutants. Grantor shall be included as an additional insured and the policy shall be
primary with respect to Grantor as the additional insured.
(c) There shall be furnished to Grantor, prior to commencing the work above described a certificate
of insurance showing the issuance of insurance policies pursuant to the requirements contained in Coverages #1,
#2, and #3 of this paragraph. Insurance coverage as required herein shall be kept in force until all work has been
completed. All policies shall contain a provision that coverages afforded under the policies will not be canceled
or material change until at least thirty (30) days prior written notice (ten (10) days in the case of nonpayment of
premium) has been given to Grantor.
(d) Grantee shall provide evidence of the required insurance coverage under Coverage #4
and #5, which shall be delivered to Grantor upon execution of this document. The insurance under
Coverage #4 and #5 shall be kept in force through the term hereof through the above - referred policy, or
such subsequent or substitute policy or policies as Grantee may, at its discretion, obtain. Grantee shall
also provide Grantor with evidence of all of the insurance required hereunder prior to the effective date of
the Lease whenever any insurance policy procured by Grantee hereunder is renewed and whenever
Grantee obtains a new insurance policy hereunder.
(e) Insurance coverage provided by Grantee and its contractors shall not include any of the
following; any claims made insurance policies; any self - insured retention or deductible amount greater
than two hundred fifty thousand dollars ($250,000) unless approved in writing by Grantor; any
endorsement limiting coverage available to Grantor which is otherwise required by this Article; and any
policy or endorsement language that (i) negates coverage to Grantor for Grantor' s own negligence, (ii)
limits the duty to defend Grantor under the policy, (iii) provides coverage to Grantor only if Grantee or its
contractors are negligent, (iv) permits recovery of defense costs from any additional insured, or (v) limits
the scope of coverage for liability assumed under a contract.
(f) To the extent permitted by applicable Laws, all above - mentioned insurance policies shall
provide the following:
(1) Be primary and non - contributory to any other insurance carried by Grantor
(2) Contain cross - liability coverage as provided under standard ISO Forms' separation of
insureds clause; and
(3) Provide for a waiver of all rights of subrogation which Grantee's, or its Contractors'
insurance carrier might exercise against Grantor, and
(4) Any Excess or Umbrella liability coverage will not require contribution before it will
apply
3056473 11
(g) Grantor hereby reserves the right to amend, correct and change from time -to -time the
limits, coverages and forms of polices as may be required from Grantee and/or its contractors.
(h) WAIVER OF SUBROGATION. Grantee and its contractors shall waive all rights of
subrogation against Grantor under those policies procured in accordance with this Easement.
13. Environmental Protection.
(a) Grantee covenants and agrees that Grantee shall conduct its operations on the Easement
Premises in compliance with all applicable Environmental Laws (as hereinafter defined) and further
covenants that neither Grantee, nor any of Grantee Parties, shall use, bring upon, transport, store, keep or
cause or allow the discharge, spill or release (or allow a threatened release) in each case of any Hazardous
Materials (as hereinafter defined) in, on, under or from the Easement Premises. Without limiting any
other indemnification obligations of Grantee contained herein, Grantee hereby agrees to protect,
indemnify, defend (with counsel acceptable to Grantor) and hold harmless the Indemnified Parties from
and against any and all Losses and Claims (including, without limitation, (i) reasonable attorneys' fees,
(ii) liability to third parties for toxic torts and/or personal injury claims, (iii) fines, penalties and/or
assessments levied, assessed or asserted by any governmental authority or court, and (iv) assessment,
remediation and mitigation costs and expenses and natural resource damage claims) arising out of,
resulting from or connected with any Hazardous Materials used, brought upon, transported, stored, kept,
discharged, spilled or released by any Grantee Parties or any other person or entity (except for any person
or entity which is an Indemnified Party) in, on, under or from the Easement Premises. For purposes of
this Easement, the term "Hazardous Materials" shall mean all toxic or hazardous substances, materials
or waste, petroleum or petroleum products, petroleum additives or constituents or any other waste,
contaminant or pollutant regulated under or for which liability may be imposed by any Environmental
Law. "Environmental Laws" shall mean all federal, provincial, state and local environmental laws
(including common law) regulating or imposing standards of care with respect to the handling, storage,
use, emitting, discharge, disposal or other release of Hazardous Materials, including, but not limited to,
the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901, et seq., the Clean Air Act, 42 U.S.C.
§ §7401, et seq., the Federal Water Pollution Control Act, 33 U.S.C. § §1251, et seq., the Emergency
Planning and Community Right to Know Act, 42 U.S.C. §§ 1101, et seq., the Comprehensive
Environmental Response, Compensation and Liability Act, 42 U.S.C. §§ 9601, et seq., the Toxic
Substances Control Act, 15 U.S.C. § §2601, et seq., the Oil Pollution Control Act, 33 U.S.C. § §2701, et
seq., any successor statutes to the foregoing, or any other comparable local, state or federal statute,
ordinance or common law pertaining to protection of human health, the environment or natural resources,
including without limitation the preservation of wetlands, and all regulations pertaining thereto, as well as
applicable judicial or administrative decrees, orders or decisions, authorizations or permits.
(b) If there are wetlands on the Easement Premises, or if wetlands should develop on the
Easement Premises during the term of this Easement, Grantee shall strictly comply with and observe all
applicable Environmental Laws. At Grantor's request, Grantee, at its cost, shall furnish Grantor with a
survey of the Easement Premises delineating any wetland areas located on the Easement Premises. Under
no circumstances shall Grantee change the physical characteristics of any wetland areas located on the
Easement Premises or any adjoining land or place any fill material on any portion of the Easement
Premises or adjoining land, without in each instance obtaining Grantor's prior written consent (which
may be granted or withheld in Grantor's sole discretion), and only then in compliance with applicable
Environmental Laws.
(c) Grantee shall provide Grantor with prompt written notice upon Grantee's obtaining
knowledge of any potential or known release or threat of release of any Hazardous Materials affecting the
Easement Premises.
3056473 12
(d) This Section shall survive the expiration or other termination of the Easement.
14. Defaults. The occurrence of any of the following shall constitute an event of default
( "Event of Default ") under this Easement:
(a) Grantee shall fail to pay when due any amount payable to Grantee hereunder and such
failure continues for a period of ten (10) days after notice thereof from Grantor; or
(b) Grantee shall breach or violate any of its duties or obligations set forth m Section 9(c) or
Section 12 of this Easement; or
(c) Grantee shall at any time be in default in any other covenants and conditions of this
Easement to be kept, observed and performed by Grantee and such default continue for more than thirty
(30) days (or such shorter time period as may specifically set forth in this Easement) after notice from
Grantor; or
(d) A receiver, assignee or trustee shall be appointed for Grantee or if the Grantee shall file
bankruptcy, or if involuntary bankruptcy proceedings shall be filed against Grantee; or
(e) Grant shall fail to complete construction of the Facilities on or before thirty six (36)
months after the date of this Easement or shall fail to operate or maintain the Facilities for a period of
twelve (12) consecutive months.
15. Remedies. Upon the occurrence of an Event of Default, Grantor may exercise any one or
more of the following remedies (which remedies shall survive the expiration or termination of this
Easement and Grantee's rights and privileges under this Easement):
(a) terminate this Easement and all rights and privileges of Grantee under this Easement by
written notice to Grantee; or
(b) take any and all corrective actions Grantor deems necessary or appropriate to cure such
default and charge the cost thereof to Grantee, together with (i) interest thereon at the rate of nine (9 %)
percent and (ii) an administrative charge in an amount equal to ten percent (10 %) of the cost of the
corrective action to defray part of the administrative expense incurred by Grantor in administering such
cure, such payment to be made by Grantee upon Grantor's presentment of demand therefor; or
(c) any other remedy available at law or in equity to Grantor, including without limitation
specific performance of Grantee's obligations hereunder. Grantee shall be liable for and shall reimburse
Grantor upon demand for all reasonable attorney's fees and costs incurred by Grantor in enforcing
Grantee's obligations under this Easement, whether or not Grantor files legal proceedings in connection
therewith. No delay or omission of Grantor to exercise any right or power arising from any default shall
impair any such right or power or be construed to be a waiver of any such default or any acquiescence
therein. No waiver of any breach of any of the covenants of this Easement shall be construed, taken or
held to be a waiver of any other breach, or as a waiver, acquiescence in or consent to any further or
succeeding breach of the same covenant. The acceptance of payment by Grantor of any of the fees or
charges set forth in this Easement shall not constitute a waiver of any breach or violation of the terms or
conditions of this Easement.
16. Notices. Whenever notice is required to be given pursuant to this Easement, the same
shall be in writing, and either personally delivered, sent by a nationally recognized overnight delivery
3056473 13
service, postage prepaid, or sent via United States certified mail, return receipt requested, postage prepaid,
and addressed to the parties at their respective addresses as follows:
If to Grantor:
Commonwealth Edison Company
Three Lincoln Centre 4th FL
Oakbrook Terrace, Illinois 60181
Attn: Real Estate Services
with a copy to:
Exelon Business Services Company, LLC
Law Department
10 South Dearborn Street, 49th Floor
Chicago, Illinois 60613
Attn: Assistant General Counsel — Real Estate
If to Grantee:
Village of Lemont
418 Main Street
Lemont, Illinois 60439
Attn: Village Administrator
or at such other addresses as any party, by written notice in the manner specified above to the other party
hereto, may designate from time to time. Unless otherwise specified to the contrary in this Easement, all
notices shall be deemed to have been given upon receipt (or refusal of receipt) thereof.
17. No Assignment by Grantee. This Easement and the rights and obligations of the parties
hereto shall be binding upon and inure to the benefit of the parties and their respective successors,
personal representatives and assigns and the owners of Grantee's Property and Grantor's Property, from
time to time; provided, however, that Grantee shall have no right to assign all or any portion of its right,
title, interest or obligation in this Easement or under this Easement without the prior written consent of
Grantor, which consent may be granted or withheld by Grantor in its sole and exclusive discretion. Any
attempt by Grantee to assign all or any portion of its interest hereunder in violation of the foregoing shall
be void and of no force and effect. The terms "Grantor" and "Grantee" as used herein are intended to
include the parties and their respective legal representatives, successors and assigns (as to Grantee such
assigns being limited to its permitted assigns), and the owners of Grantor's Property and Grantee's
Property, from time to time. For purposes of this Easement, any transfer, directly, indirectly or by
operation of law, of a "controlling" interest in Grantee shall constitute an assignment of this Fasement,
and shall be subject to the terms and provisions of this Section 17. For purposes hereof, a "controlling"
interest in Grantee shall mean: (a) the ownership, directly or indirectly, of a majority of the outstanding
voting stock or interests of Grantee, or (b) the possession, directly or indirectly, of the power to direct or
cause the direction of the management and policies of Grantee, whether through the ownership of voting
securities or other ownership interests, by statute, or by contract.
18. Entire Agreement: Recitals. This Easement, the exhibits and addenda, if any, contain the
entire agreement between Grantor and Grantee regarding the subject matter hereof, and fully supersede all
prior written or oral agreements and understandings between the parties pertaining to such subject matter.
3056473 14
The recitals set forth at the beginning of this document are hereby incorporated into this Agreement and
made a part hereof.
19. Transfer by Grantor. Upon any transfer or conveyance of the Easement Premises by
Grantor, the transferor shall be released from any liability under this Easement, and the transferee shall be
bound by and deemed to have assumed the obligations of Grantor arising after the date of such transfer or
conveyance.
20. No Oral Change. This Easement cannot be changed orally or by course of conduct, and
no executory agreement, oral agreement or course of conduct shall be effective to waive, change, modify
or discharge it in whole or in part unless the same is in writing and is signed by the party against whom
enforcement of any waiver, change, modification or discharge is sought.
21. Further Assurances. Each party agrees that it will execute and deliver such other
documents and take such other action as may be reasonably requested by the other party to effectuate the
purposes and intention of this Easement.
22. Governing Law, Venue. The terms and provisions of this Easement shall be governed by
and construed in accordance with the laws of the State of Illinois. With respect to any suit, action or
proceeding relating to this Easement (each a "Proceeding "), the parties hereto each irrevocably: (a) agree
that any such Proceeding shall be commenced, brought, tried, litigated and consummated in the courts of
the State of Illinois located in the County of Cook or (as applicable) the United States District Court for
the Northern District of Illinois, (b) submit to the exclusive jurisdiction of the courts of the State of
Illinois located in the County of Cook and the United States District Court for the Northern District of
Illinois, and (c) waive any objection which they may have at any time to the laying of venue of any
Proceeding brought in any such court, waive any claim that any Proceeding brought in any such court has
been brought in an inconvenient forum, and further waive the right to object, with respect to such
Proceeding, that any such court does not have jurisdiction over such party.
23. Time is of the Essence. Time is of the essence of each and every provision of this
Easement.
24. Severability. In the event that any governmental or regulatory body or any court of
competent jurisdiction determines that any covenant, term or condition of this Easement as applied to any
particular facts or circumstances is wholly or partially invalid, illegal or unenforceable, such invalidity,
illegality or unenforceability shall not affect such covenant, term or condition as applied to other facts or
circumstances (unless the effect of such determination precludes the application of such covenant, term or
condition to other facts or circumstances) or the validity, legality or enforceability of the other covenants,
terms and conditions of this Easement. In the event any provision of this Easement is held to be invalid,
illegal or unenforceable, the parties shall promptly and in good faith negotiate new provisions in
substitution therefor to restore this Easement to its original intent and effect.
25. No Reinstatement. No receipt of money by Grantor from Grantee, after the expiration or
termination of this Easement shall renew, reinstate, continue or extend the term of this Easement.
26. Non - Affiliated. By signing this Easement, Grantee affirms and states that it is not an
employee of Commonwealth Edison Company nor Exelon Corporation, and their respective parents,
subsidiaries and affiliates, nor has any affiliated interest in the Commonwealth Edison Company or
Exelon Corporation, and their respective parents, subsidiaries and affiliates.
3056473 15
27. Counterparts. This Easement may be executed by the parties in counterparts. Each such
counterpart shall be deemed an original and all such counterparts, taken together, shall constitute one and
the same agreement.
28. No Assessment. By signing this Easement Grantee agrees that Grantor or its public
utility successor shall not be assessed for any improvements to be constructed pursuant hereto as a local
improvement project or otherwise charged for the cost of such improvements.
29. No Third Party Beneficiaries. Grantor and Grantee agree and acknowledge that, except
as expressly set forth herein, there are no intended third party beneficiaries of this Easement nor any of
the rights and privileges conferred herein.
30. Illinois Commerce Commission Approval. Grantor and Grantee acknowledge that
Grantor is a public utility regulated by the Illinois Commerce Commission ( "Commission ") and other
governmental authorities, and this Easement and the obligations of the parties hereto are subject to all
legal requirements applicable to Grantor as a public utility. Although it is not expected that the
Commission's or other governmental authority's approval will be required for this Easement, the rights
and obligations of the parties hereunder are conditioned upon the Commission's and any other applicable
governmental authority's approval of this Easement, under any circumstances in which such approval is
required. It is further agreed and understood that this Easement may be terminated by Grantor
immediately at any time in the event that Grantor is required to do so by the Commission or some other
governmental authority.
31. Labor Relations. Neither Grantee nor any of Grantee's authorized agents shall, at any
time, directly or indirectly, employ, or permit the employment of, any contractor, mechanic or laborer in
the Easement Premises, or permit any materials to be delivered to or used in the Easement Premises, if, in
Grantor's sole judgment, such employment, delivery or use will interfere or cause any conflict with other
contractors, mechanics or laborers engaged in the construction, maintenance or operation of Grantor's
Property (or any other property) by Grantor, Grantee or others, or the use and enjoyment of Grantor's
Property by Grantor or other lessees or occupants of Grantor's Property. In the event of such interference
or conflict, upon Grantor's request, Grantee shall cause all contractors, mechanics or laborers causing
such interference or conflict to leave Grantor's Property immediately.
32. Independent System Operator. In the event responsibility for management or operation
of all or any portion of Grantor' s electrical transmission facilities located in or on the Grantor's Property
is transferred or assigned by Grantor to an independent system operator ( "ISO ") or another third party,
then Grantee agrees to recognize the right of such ISO or third party to exercise all or any part of
Grantor's rights under this instrument.
33, Additional Requirements. Grantee shall comply with all of the additional requirements
set forth on and contained in Exhibit D attached hereto and made a part hereof.
3056473 16
IN WITNESS WHEREOF, the parties hereto have caused this Easement to be executed
by their proper officers thereunto duly authorized as of the day and year first hereinabove
written. (Ar,4
COMMONWEALTH EDISON COMPANY
By:
Timothy Hughes
Director, Real Estate and Facilities
Mayor
SCHEDULE OF EXHIBITS
A Legal Description of Grantor' s Property
B Easement Diagram and Legal Description of Easement Premises
C
Easement Plans
D Additional Requirements
3056473 17
STATE OF
COUNTY OF
) SS
I, the undersigned, a Notary Public, in and for the County and State aforesaid, DO HEREBY
CERTIFY, that Timothy Hughes, personally known to me to be the Director, Real Estate and Facilities of
COMMONWEALTH EDISON COMPANY, is the same person whose name is subscribed to the
foregoing instrument, appeared before me this day in person and acknowledged that, as such Director, he
signed and delivered such instrument, as his free and voluntary act and deed, 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 official seal, this day of , 2012.
Notary Public
Commission expires:
STATE OF
COUNTY OF
) SS
I, , a Notary Public in and for the County and State aforesaid, DO
HEREBY - CERTIFY that , personally known to me to be the
of , a , and personally known to me
to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day
in person and acknowledged that as such , (s)he signed and delivered such
instrument pursuant to authority given by the of such , as his/her free and
voluntary act and deed, and as the free and voluntary act and deed of such , for the
uses and purposes therein set forth.
Given under my hand and official seal, this day of , 20 .
Notary Public
Commission expires:
3056473 18
EXHIBIT A TO EASEMENT AGREEMENT
LEGAL DESCRIPTION OF GRANTOR'S PROPERTY
THE WEST TWO HUNDRED FIFTY (250) FEET OF THE NORTHEAST QUARTER OF THE
SOUTHEAST QUARTER OF SECTION TWENTY -SIX (26), TOWNSHIP THIRTY -SEVEN (37)
NORTH, RANGE FI.FVEN (11) EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK
COUTNY, ILLINOIS.
P.I.N. 22- 26- 401 -001
P.LN. 22-24.40401
-QO1
PLAT CF FOR .12"x. WATER MAIN PURPOSES
GRANTED. TO THE ■1LLAOE Or LEMONT
OVER
THE SOUTH 10.00 FEET OF THE NORTH 50.00 FEET OF THE WEST 251100 FEET OF THE NORTHEAST
QUARTER OF THE SOUTHEAST QUARTER OF SECTION 2S, TOWNSHIP 37 NORTH, RANGE 11 EAST OF
THE THIRD PRINCIPAL MERIDIAN, IN COOICCOUNTY, 8.UNO18.
NORTHEAST CORNER OF THE NORTHEAST QUARTER
OF THE SOUTHEAST QUARTER SEC. 26- 37.11
NOM UNE CF THE SOUTHEAST -\
QUARTER OF SEC. 26 -37 -11
SCALE 1 -.00.
PROPOSED 10' IMD DI x 250' RENG1H
WA1ER MAIN UCENSR FROM COM ED
250' COhNIONWEALTH EDISON R.Q.W.
PARCEL 1 '
P.l.N.22 -28 -401 -001
WEST LE4E OF THE EAST UNE OF THE
COMMONWEALTH EDISON RO.W. COA410NWEALTH EDISON ROW.
WEST LINE CF THE NORTHEAST QUARTER OF THE
SOUTHEAST QUARTER OF SEC. 26 -37 -11
EXHIBIT
DATt
IAMBS L. CMNXAR, F.R.
JL.P.L.S.NO. 2666
=PLUS 111.38•13
DATE: 1/24/12 PROJECT NO 11120 SLEET 1 OF 1
McCA11114Y. ROAD LICENSE
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EXHIBIT D TO EASEMENT AGREEMENT
ADDITIONAL REQUIREMENTS
1. Grantee's request to remove the spoil from the Leased Premises and replace with gravel is
acceptable provide the Grantee utilizes a CA6 or better gravel.
2. Grantee's proposed grade changes cannot exceed eight (8) inches within the right -of —way unless
Grantee can ensure that the existing drainage patterns are not affected, storm water does not pool
on the right -of —way or adjacent properties and Grantor's NESC safety clearances are not
violated.
3. Subsurface utilities should have a minimum of six (6) feet of ground cover on Grantor's Property
and cross the Grantor's Property at nearly 90 degrees.
4. Subsurface utility installations and excavations shall be a minimum of fifteen (15) feet away from
any transmission structure.
5. Grantee should not leave trenches open overnight. Also, Grantee cannot place any obstruction on
Grantor's Property that will restrict the Grantor's ability to access, operate and maintain existing
and future transmission and distribution facilities.
6. Grantee's equipment cannot exceed fourteen (14) feet in height on the Easement Premises.
7. Grantee cannot leave construction equipment and materials on the Easement Premises when there
is no work activity.
8. The Facilities must be designed for HS20 axle loading per AASHTO highway specification.
9. When working in the vicinity of Grantor's electric transmission lines during the installation
OSHA requirements must be followed.
10. Under not circumstances, should truck beds be raised underneath Grantor's transmission lines.
This note should be added to any construction drawings.
11. Grantee must be aware that Grantor does use heavy equipment and cannot be responsible for any
damage to the Facilities that may occur due to the Grantor's right to access the Easement
Premises to operate and maintain new and existing transmission and distribution facilities.
12. Upon completion of the project, the Grantee must remove any equipment, construction debris and
material from the right -of —way and restore any undisturbed areas of the right -of -way to their pre -
constriction condition.
13. Grantor requires a clearance for any underground cable, direct buried and/or in conduit, to be no
less than twelve (12) inches.
14. Environmental Requirements
• Grantee must obtain all applicable environmental permits including Wetlands and NPDES
stormwater permits as required under the Clean Water Act as well as any other applicable
environmental permits for its use of the Easement Premises and for its Facilities.
• All applicable regulations must be followed including implementation of a Stormwater
Pollution Prevention Plan (SWPPP) and a Soil Erosion and Sediment Control Plan (SESC)
to minimize sediment pollution in stormwater runoff as well as any other required
practices.
• If the construction of the Facilities requires excavation of soil or waste from the Easement
Premises, all such soil or waste must be removed by a Grantor's environmental
Contractor of Choice (COC)
• If the construction of the Facilities requires additional soil, only clean fill shall be used.
• No vehicles may be stored on the Easement Premises.
• In the event of a leak/spill on or from the Easement Premises, Grantee must notify Grantor
within 24 hours and provide a written report to Grantor within 5 business days.
• Should Grantor request any of the following materials at any time or from time to time,
Grantee must be prepared to provide the following information to Grantor (please
reference Project Code SR 3004795 in any communications with ComEd)
• A letter that summarizes the results of Grantee's analysis of what types of
environmental permits, plans, and controls are required (e.g., wetlands, SWPPP,
SESC, endangered species impacts, etc.) in connection with the construction,
operation or maintenance of the Facilities.
• A copy of any environmental permits required or obtained by Grantee for the
construction, operation, use and maintenance of the Facilities and Grantee's use of
the Easement Premises.
• A copy of any environmental reports required by any of the required permits.
• A copy of documentation on the substance (MSDS or similar) that is transported
through the Facilities.
• A copy of any documentation regarding Grantee's leak detection process.