R-31-10 Resolution ComEd License Agreement for West Shore Pipeline UtilitiesRESOLUTION R -3 (- (0
RESOLUTION ACCEPTING THE COMMONWEALTH EDISON COMPANY
LICENSE AGREEMENT FOR
WATER MAIN & SANITARY SEWER EASEMENT
WHEREAS, the Village of Lemont has received a License Agreement from Commonwealth Edison
Company (ComEd) for a non - exclusive Water Main and Sanitary Sewer Easement, and
WHEREAS, said Water Main and Sanitary Sewer Easement allows for the installation, construction,
and maintenance of a water main extension for the West Shore Pipeline Water Main Extension —
Phase I project and future sanitary sewer extension. The cost of the license is estimated to be
$32,000.00, which is to be paid by or reimbursed to the Village by West Shore Pipeline Company.
NOW THEREFORE, BE IT RESOLVED by the President and Board of Trustees of the Village of Lemont
that the License Agreement between the Village of Lemont and the Commonwealth Edison
Company for a Water Main and Sanitary Sewer Easement attached hereto is hereby approved, and
the necessary funds to pay for the License to be hereby authorized.
PASSED AND APPROVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF LEMONT,
COUNTIES OF COOK, WILL AND DuPAGE, ILLINOIS, on this 10th day of May, 2010.
AYES NAYS PASSED ABSENT
Debby Blatzer V
Paul Chialdikas V
Clifford Miklos ✓
Rick Sniegowski V
Ronald Stapleton W
Jeanette Virgilio
Approved by me this 10th day of May, 2010.
Attest:
CHARLENE SMOLLEN, Village Clerk
CHARLENE SMOLLEN, Village Clerk
BRIAN K. R ;AV illage President
Approved as to form:
Village Attorney
Date:
WATER MAIN & SANITARY SEWER EASEMENT
THIS NON - EXCLUSIVE WATER MAIN AND SANITARY SEWER EASEMENT is made,
entered and granted on this day of , 2009, by and between
COMMONWEALTH EDISON COMPANY, an Illinois corporation ( "Grantor "), and VILLAGE OF
LEMONT, an Illinois municipal corporation ( "Grantee ").
WITNESSETH
WHEREAS, Grantor is the owner of a parcel of land in the Village of Lemont, Cook, DuPage and
Will Counties, State of Illinois, commonly known as Grantor's Station 18- Bedford Park R/W parcels 34,
36 & 38 and Powerton Crawford Right of Way Parcel 426 and made a part hereof ( "Grantor's Property");
and
WHEREAS, Grantee has requested that Grantor grant to Grantee a non - exclusive easement to
construct and operate certain facilities on a portion of Grantor's Property; and
WHEREAS, 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 "); and
WHEREAS, Grantor has agreed to grant, and Grantee has agreed to accept, the easement
described herein, subject to the terms and conditions of this Agreement;
NOW, THEREFORE, in consideration of the payments, covenants, terms and conditions to be
made, performed, kept and observed by Grantee hereunder, Grantor hereby grants unto Grantee, without
warranty of title, a non - exclusive easement for the purpose of installing, operating, maintaining,
replacing, and removing one (1) 6 -inch sanitary sewer force main and (1) 12 -inch Water Main,
(hereinafter collectively referred to as "Grantee's Facility "), and for no other use or purpose whatsoever,
in, under and along that portion of Grantor's Property.
The easement premises shall be a strip of land (the "Easement Premises ") twenty feet (20) feet in width as
legally described in Exhibit "A ". The Easement Premises is located as shown and the Stonelake Survey
Company drawing, marked Exhibit `B ", attached hereto and made a part hereof.
This grant of easement ( "Easement ") is made subject to Grantee's full and faithful performance
and observance of the following covenants, terms and conditions:
1. Grantee's Use. The following general conditions shall apply to Grantee's use of the
Easement Premises:
a. Grantee understands and agrees that the easement herein granted is an Easement
for Grantee's Facility only, as installed in Grantor's Property. In connection with the construction of
Grantee's Facilities, Grantor hereby grants permission to Grantee for such non - exclusive ingress and
egress by Grantee over a easement premises as may be reasonably required by Grantee for the
construction, maintenance, repair, replacement and removal of Grantee's Facility, which ingress and
egress by Grantee shall be subject and subordinate in all respects to Grantor's Operations and existing
egress by Grantee shall be subject and subordinate in all respects to Grantor's Operations and existing
rights of third parties in Grantor's Property and limited to such temporary access routes over the Access
Area as Grantor in its sole discretion may designate from time to time.
b: 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 Grantee's Facility, 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 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.
c. In the event any aspect of Grantee's construction, placement, maintenance,
repair, use or operation of Grantee's Facility 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 Grantee's Facility from Grantor's Property if required, 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.
d. Grantee's use of the Easement Premises shall be conducted in a manner that does
not conflict or interfere with Grantor's Operations.
e. This Easement and the rights granted hereunder are subject and subordinate in all
respects to all matters and conditions of record affecting the Easement Premises.
f. Grantee's obligations and liabilities to Grantor under this Agreement with respect
to Grantee's Facility 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 Grantee's Facility, and Grantee shall be and
remain liable to Grantor for the installation and operation of Grantee's Facility in accordance with the
terms and conditions of this Agreement, notwithstanding Grantee's failure or refusal to accept delivery of
or title to such facilities from any such third parties.
g. 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
existing 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; including, but not limited to those prior rights as previously granted by Grantor to Ameritech
and to other users of record as located in, along or across 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.
2. Term. The term of this Easement shall be in perpetuity, pursuant to the terms,
conditions and covenants of this Agreement, and shall commence as of the date first hereinabove written.
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3. Fee. In partial consideration of this Easement, Grantee shall pay to Grantor the agreed
upon sum, which amount shall be due and payable in full to Grantor upon Grantee's execution of this
Water Main and Sanitary Sewer Easement; .Grantee agrees that the amount represents the fee due Grantor
for its granting of the Easement Premise, and said amount does not include reimbursements and other
payments and charges due Grantor in accordance with the terms and conditions of this Easement.
4. Rights Reserved to Grantor.
a. Grantor hereby reserves the right at all times to use the surface and subsurface of
the Easement Premises for Grantor's Operations in such manner as Grantor deems necessary or
appropriate. Grantor's use of Grantor's Property, including the Easement Premises, at all times to gain
access to any of Grantor's equipment and facilities thereon shall be paramount to the rights granted to
Grantee hereunder and Grantee shall make such access available to Grantor at all times.
b. Grantor reserves the right to grant additional access, utility and other 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.
5. 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 Grantee's Facility 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 Grantee's Facility, 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 Grantee's Facility to another location on
Grantor's Property 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 Grantee's
Facility, 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 Agreement, 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 expiration or termination of
this Easement for any reason, Grantee shall, at its cost, remove all of Grantee's Facility from Grantor's
Property and restore and repair Grantor's Property to the condition existing prior to the installation of
Grantee's Facility. In the event Grantee fails to so remove its Facilities and restore and repair Grantor's
Property, Grantor may elect to do so at Grantee's cost and expense, and, in such event, Grantor may
dispose of Grantee's Facility without any duty to account to Grantee therefor. Grantee shall pay all costs
and expenses incurred by Grantor in removing Grantee's Facility, 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 expiration or 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.
6. Condition of Grantor's Property. Grantor has made no representations or warranties of
any kind or nature whatsoever, whether written or oral, concerning the suitability of Grantor's Property or
the Easement Premises for the placement of Grantee's Facility thereon or Grantee's use of the Easement
Premises for the purposes contemplated herein. In entering into this Agreement, Grantee has relied solely
upon such independent investigations of the condition of Grantor's Property as Grantee has deemed
necessary or appropriate in its discretion, and Grantee has not relied upon any statements, representations
or agreements of Grantor regarding the conditions of Grantor's Property. This Easement is granted over
the Easement Premises in its AS -IS, WHERE -IS CONDITION, WITH ALL FAULTS, and Grantor has
not agreed to undertake any improvements or other work to make Grantor's Property or the Easement
Premises suitable for Grantee's intended use, except as may be otherwise expressly provided herein.
7. Conditions Governing Construction, Repair, Maintenance and Other Work.
a. All work performed by Grantee pursuant to this Agreement, including without
limitation all work related to the installation, alteration, maintenance (including routine maintenance),
repair, relocation, replacement or removal of Grantee's Facility, shall be performed in accordance with
an approved construction plan approved in writing by Grantor prior to the commencement of such work.
Grantee must pay for any and all protection measures required by Grantor in regards to Grantor's
operations as determined by Grantor in its sole and absolute discretion. In addition Grantee must pay for
any and all testing of any soil to be removed from easement premises. 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. Upon completion of such work, Grantee shall furnish to
Grantor "as - built" drawings accurately showing the installed locations of all of Grantee's Facility.
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 authority 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 10 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. Grantor may elect, on a case -by -case basis,
to have all of Grantee's work performed in the presence of a representative of Grantor and in a manner
satisfactory to such representative.
d. If Grantee performs any grading, leveling, digging or excavation work on
Grantor's Property, Grantee will notify JULIE at telephone number (800) 892 -0123 at least seventy -two
(72) hours prior to the commencement of such work in order to locate all existing utility lines that maybe
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present on Grantor's Property. If Grantee damages any such underground facilities in the course of its
work, Grantee will promptly reimburse Grantor or the owner of such equipment or facilities for any and
all expense incurred in repairing or replacing such damage.
e. Except for emergency repairs that are 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 notify Grantor's Representative, telephone number
(630) 437 - 2203, 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. 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 Agreement, (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.
g. 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 Grantee's Facility 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 lien 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.
h. Grantee shall promptly notify Grantor of any damage caused to Grantor's facilities arising out of
or related to the performance of such work, including without limitation damage to crops, fences, pasture
land or livestock, 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 13.b
shall be used to determine the amount due Grantor as reimbursement for the cost of such repairs. Under
no circumstances shall any blasting be undertaken on Grantor's Property nor shall any vehicles or
equipment be brought or assembled on Grantor's Property having a height greater than fourteen (14) feet
above grade.
i. There shall be no impairment of any natural or installed drainage facilities occasioned by any work
related to Grantee's Facility and Grantee at its cost shall repair and replace all drainage tiles damaged or
destroyed during the performance of such work.
j. The following additional specific requirements shall apply to the performance of such work:
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(i) Grantee agrees that the initial Grantee's Facilities will be installed in
strict conformity with the plans attached hereto as Exhibit `B" and the construction plan to be approved
by Grantor.
(ii) Should any proposed changes to Grantee's Facility be required, either
before, during or after installation, Grantee, or its successor, shall first submit such changes to Grantor, in
the form of revised plans for Grantor's review and approval.
(iii) Grantee shall install suitable markers acceptable to Grantor at all points
where Grantee's Facility enter or leave Grantor's Property, at all road or street crossings, at all rail
crossings and at all locations where Grantee's Facility change direction in Grantor's Property.
(iv) Where applicable, when Grantee's Facility is crossing under 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 backfill operation.
(v) Grantee agrees, upon completion of the installation of Grantee's Facility, Grantee will
replace all backfill 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 Grantee's Facility.
(vi) Grantee agrees that any and all of Grantor's Property that may be affected by the
construction of Grantee's Facility shall be leveled, dressed and the area returned to a gravel roadway.
Grantee may replace up to six inches of fill material with 6" of stone. Except for those areas that involve
in wetland construction, where governmental wetland restoration requirements shall take precedence.
Grantee agrees to leave Grantor's Property in a neat, clean and orderly condition and to the satisfaction.
(vii) Any and all approvals, requirements or elections given, withheld, imposed, determined or
elected by Grantor in accordance with this Section 7 (K) shall be given, withheld, imposed, determined or
elected by Grantor in Grantor's sole and absolute discretion
8. Covenants of Grantee. Grantee hereby covenants and agrees as follows:
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 Grantee's Facility on Grantor's Property and, at Grantor's request, Grantee shall provide
Grantor with evidence thereof. Grantee shall cause Grantee's Facility 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 Grantee's Facility 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 13.b hereof.
b. Grantee shall install Grantee's Facility and use and occupy the Easement
Premises in a manner that avoids any interference with Grantor's Operations. Within ten (10) 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
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occupancy of the Easement Premises by Grantee, its representatives, employees, agents, contractors,
subcontractors and invitees.
c. Grantee will not cause or permit any mechanic's lien or claim for lien to be
asserted against the Easement Premises or any other real estate owned by Grantor or any improvements
thereon, which lien or claim for lien arises out of any contract or agreement for work to be performed by
or on behalf of Grantee in connection with this Easement or any of the rights granted to Grantee
hereunder. In the event any such lien or claim for lien is filed, Grantee will promptly pay the same.
Grantee hereby indemnifies and agrees to 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. Grantee shall pay to Grantor, within thirty (30) days after Grantor's demand therefor, any and all
real property taxes and assessments levied against Grantor's Property during the term hereof that are
attributable to Grantee's Facility or Grantee's use and occupancy of the Easement Premises. Grantee
shall be responsible for the cost of any and all corrective actions required to address any impairment of
surface water drainage conditions affecting Grantor's Property or adjacent properties as a result of
Grantee's use and occupancy of the Easement Premises.
e. Within thirty (30) days after the date Grantee no longer requires the use of
Grantee's Facility, Grantee shall provide Grantor with written notice thereof and subject to Grantor's sole
approval, Grantor may: i) require that Grantee, at its sole cost and expense, remove Grantee's Facility
within thirty (30) days from Grantor's Property or ii) convey all or any portion of Grantee's Facility to
Grantor pursuant to a bill of sale for one ($1.00) dollar or iii) permit the abandonment of Grantee's
Facility in an approved method, at which time the Easement shall ceases and terminate. Not withstanding
the foregoing the Easement shall terminate without the necessity of notice in the event Grantee ceases to
use Grantee's Facility for any consecutive twelve (12) month period.
9. Hold Harmless.
a. Grantee agrees to indemnify, defend and hold harmless Unicorn Corporation, an Illinois
corporation (Grantor's parent corporation), Grantor, and their respective employees, officers, directors,
agents, subsidiaries, affiliates, legal representatives, successors and assigns, from and against any and all
claims, actions, proceedings, judgments, damages (including consequential damages), liens, fines, costs,
liabilities, injuries, losses, costs and expenses (including but not limited to attorneys' fees and costs and
loss of electrical service) arising from or related to Grantee's use and occupancy of the Easement
Premises or any portion of Grantor's Property, or any work performed hereunder by Grantee, its
employees, agents, contractors or subcontractors, or anyone claiming by through or under any of them, or
any breach of this Agreement, except to the extent that any such claim, action, proceeding, judgment,
damage, lien, fine, cost, liability, injury, loss, cost and expense is attributable solely to the gross
negligence or willful misconduct of Grantor, its employees, agents or contractors. 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). The foregoing indemnity shall
survive the termination of this Agreement.
b. To the maximum extent permitted by applicable law, Grantee hereby waives any
and all claims against Exelon Corporation, a Pennsylvania corporation (Grantor's parent corporation),
Grantor, and their respective employees, officers, directors, agents, subsidiaries, affiliates, successors and
assigns (collectively, the "Grantor Group "), which Grantee or any person or entity claiming by, through
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or under Grantee may now or at any time in the future have for injury or damage to persons, property or
business sustained in or about the Easement Premises or any other portion of Grantor's Property,
including without limitation claims arising from any conditions existing on Grantor's Property or any acts
or omissions of any of the Grantor Group. Grantor shall not be liable to Grantee for any injury, loss or
damage to persons, property or business sustained by Grantee, its representatives, employees, agents,
contractors or invitees in connection with this Easement or the rights granted to Grantee hereunder, unless
such loss or damage results from Grantor's gross negligence or willful misconduct. In no event shall
Grantor be liable for any such injury, loss or damage resulting from any acts or omissions of any third
party occupants of the Easement Premises or any other portion of Grantor's Property or the public.
10. Insurance.
a. Grantee shall cause each contractor and subcontractor performing any work on
behalf of Grantee pursuant to this Agreement to purchase and maintain (or Grantee at its own cost shall
purchase and maintain on behalf of each such contractor or subcontractor), prior to commencing any work
on Grantor's Property, the following insurance coverage:
(i) Workers' Compensation Insurance Policy: Coverage A - providing payment
promptly when due of all compensation and other benefits required of the insured by the workers'
compensation law; Coverage B - Employers' Liability: providing payment on behalf of the insured with
limits not less than $1,000,000 each accident/occurrence for all sums which the insured shall become
legally obligated to pay as damages because of bodily injury by accident or disease, including death at
any time resulting therefrom. Coverage A and Coverage B will cover all contractors, subcontractors, and
their subcontractors;
(ii) Comprehensive General Liability Policy or Policies covering all contractors,
subcontractors and all their subcontractors with limits not less than the combined single limit of
$5,000,000 for bodily injuries to or death of one or more persons and/or property damage sustained by
one or more organizations as a result of any one occurrence, which policy or policies shall not exclude
property of Grantor. Commonwealth Edison Company, as Grantor, shall be added as Additional Insured
under endorsement GL 2010 or CG 2010. Bodily injury means bodily injury, sickness, or disease
sustained by any person which occurs during the policy period, including death, at any time resulting
therefrom. Property damage means (1) physical injury to or destruction of tangible property which occurs
during the policy period, including the loss of use thereof at any time resulting therefrom, or (2) loss of
use of tangible property which has not been physically injured or destroyed provided such loss of use is
caused by an occurrence during the policy period; and
(iii) Automobile Liability in the amount of not less than $2,000.000 per occurrence
combined single limit covering all owned, leased, rented and non -owned vehicles.
There shall be furnished to Grantor, prior to commencing the work of installing, repairing, replacing or
removing Grantee's Facility, a certified copy of each policy of insurance or a Certificate of Insurance
evidencing the coverage specified in subsections (i), (ii) and (iii) of this Section. Insurance coverage as
required herein in subsections (i) (ii), and (iii) shall be kept in force until all work has been completed.
Declarations in each of said policies shall identify the work as being done by and for others on property
owned by Grantor and there shall be no exclusions in any of said policies not approved by Grantor.
Grantor hereby reserves the right to amend, correct and change, from time to time, the limits, coverage
and form of policy as may be required from Grantee's contractor or contractors before entering Grantor's
Property to perform any work thereon.
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b. All insurance policies required by this Section 10 shall be issued by good and
reputable companies having a Best's Rating of A/XII or better and shall provide thirty (30) days prior
written notice of any substantial change in the coverage, cancellation or non - renewal. Any policies of
insurance maintained by Grantee, its contractors or subcontractors shall be primary without right of
contribution or offset from any policy of insurance or program of self- insurance maintained by Grantor.
Grantee agrees and shall require each of its contractors and subcontractors to agree that they shall each
arrange for the issuers of all policies of insurance required hereunder to waive their rights of subrogation
against Grantor, its directors, officers, employees and agents. Grantee shall furnish Grantor with
certificates of insurance evidencing Grantee's compliance with the requirements of this Section 10.
11. Environmental Protection.
a. Grantee shall conduct its operations on Grantor's Property, cause all work
performed by or on behalf of Grantee hereunder to be performed, and otherwise use and occupy the
Easement Premises in strict compliance with all applicable Environmental Laws. Grantee shall not cause
or permit any underground storage tanks to exist or anyHa7ardous Materials to be introduced or handled
on Grantor's Property as a result of or in connection with Grantor's use and occupancy of the Easement
Premises. Grantee shall defend, indemnify and hold harmless Unicorn Corporation, an Illinois
corporation (Grantor's parent corporation), Grantor, and their respective employees, officers, directors,
agents, subsidiaries, affiliates, legal representatives, successors and assigns, from and against from and
against any claims, actions, proceedings, judgments, damages (including consequential damages), liens,
fines, costs, liabilities, injuries, losses, costs and expenses , including but not limited to attorneys' and
consultants' fees and costs, whether asserted under Environmental Laws or at common law, arising out of
or related to (i) any breach by Grantee of the environmental covenants set forth above or (ii) any violation
of any Environmental Laws or the presence, release or threatened release of any Hazardous Materials at,
on or beneath Grantor's Property as a result of or in connection with any act or omission of Grantee, its
agents, employees, contractors, or any entity in privity with or providing a benefit to Grantee. As used in
this section, the term "Environmental Laws" shall mean all federal, state and local statutes, regulations or
ordinances relating to the protection of health, safety or the environment including, without limitation, the
Clean Air Act, the Water Pollution Control Act, the Resource Conservation and Recovery Act, the
Comprehensive Environmental Response, Compensation and Liability Act, the Toxic Substances Control
Act, all statutes, rules and regulations applicable to wetlands of any federal, state, county or local
regulatory agency, and all similar state and local laws now or hereinafter enacted or amended.
"Hazardous Materials" shall mean any waste, pollutant, toxic substance or hazardous substance,
contaminant or material regulated by any Environmental Law including, without limitation, petroleum or
petroleum -based substances or wastes, asbestos and polychlorinated biphenyls. The foregoing covenants
and indemnification obligations shall survive any termination of this Grant of Easement.
b. Without limiting the generality of the foregoing, prior to commencing any work
on Grantor's Property, Grantee at is sole cost shall (i) secure and provide Grantor with copes of any
wetland permits required from any federal state or local regulatory agencies and (ii) if applicable, identify
the erosion control methods or any other method provided by the Federal Clean Water Act to prevent
construction material or debris from filling any wetland area. If any construction material or debris
should fill any wetland areas, Grantee at its sole cost shall cause the same to be removed and the area
restored to its original condition to the extent required by applicable law or reasonably required by
Grantor. Grantee at its sole cost shall monitor, maintain, and restore any wetland areas affected by its use
and occupancy on Grantor's Property for the time specified in any and all permits, licenses or other
approvals obtained by Grantee hereunder.
c. If, during the term of this Agreement, Grantee becomes aware of any violation of
Environmental Laws or of the presence of any Hazardous Materials or threatened presence of Hazardous
9
Materials in, on, over or under the soil, groundwater or other areas of Grantor's Property resulting from or
connected with Grantee's use and occupancy of Grantor's Property, Grantee shall promptly notify
Grantor in writing of such conditions and shall immediately secure the affected area in a manner required
to protect public health and safety.
d. Grantee shall manage any excavated soils in which Hazardous. Materials are
encountered in accordance with all applicable Environmental Laws, and, if permitted by such laws, shall
restore the excavated work area to the condition existing before such Hazardous Materials were
encountered. If, under applicable Environmental Laws, the excavated soils cannot be returned to the
excavated work area, Grantee shall remove and dispose of the excavated contaminated soil at no cost to
Grantor in the manner required by applicable Environmental Law, but in no event shall such
contaminated soil be redeposited on Grantor's Property.
12. Defaults. The occurrence of any of the following shall constitute an event of default
( "Event of Default ") under this Agreement:
a. Grantee's failure to pay when due any amount payable by Grantee hereunder and
the continuation of such default for a period of ten (10) days after notice thereof from Grantor; or
b. Grantee's failure to perform or observe any other covenant, term or condition to
be performed or observed by Grantee hereunder, and the continuation of such default for a period of thirty
(30) days after notice thereof from Grantor; provided, however, that if such default cannot be cured within
thirty (30) days and Grantee has undertaken diligent efforts within such thirty (30) day period to effect a
cure, then the cure period shall be extended for such additional time, not to exceed an additional sixty (60)
days, as may be required by Grantee through the exercise of continuous, diligent efforts to complete all
required corrective action; or
c. Any representation or warranty of Grantee hereunder proves to be false or
misleading in any material respect when made; or
d. Grantee's failure to maintain or cause its contractors or subcontractors to
maintain the insurance coverages required under Section 10 hereof or Grantee's failure to furnish Grantor
with evidence of such insurance as required by said Section; or
e. Grantee's failure to operate or maintain Grantee's Facility for a period of twelve
(12) consecutive months.
13. Remedies. Upon the occurrence of an Event of Default, Grantor may exercise any one or
more of the following remedies:
a. terminate this Easement and all rights and privileges of Grantee under this
Agreement 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 Corporate
Base Rate then published by J.P. Morgan Chase (or at the prime rate then published by any other money
center bank located in Chicago) 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
10
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 Agreement, 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 Agreement 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 Agreement shall not constitute a waiver
of any breach or violation of the terms or conditions of this Agreement.
14. Notices. All notices, requests, demands and other communications hereunder shall be in
writing and shall be deemed given if delivered in person or by messenger or sent by U.S. certified mail,
return receipt requested, or by a nationally - recognized overnight courier to the parties at the following
addresses (or such substitute addresses as may be provided by either party in the manner described
herein):
If to Grantor:
Revenue Manager.
Real Estate Department
Commonwealth Edison Company
Three Lincoln Centre
Oakbrook Terrace, Illinois, 60181
If to Grantee: Village Manager
Village of LEMONT
LEMONT, Illinois
Such notices shall be deemed effective when personally delivered, if delivered in person or by messenger,
three (3) days following deposit in U.S. mail, if delivered by certified mail, or one day following deposit
with a nationally- recognized overnight courier.
15. Miscellaneous.
a. Grantee's obligations under Sections 8, 9, 11 and 13 hereof shall survive the
expiration or termination of this Easement and Grantee's rights and privileges under this Agreement.
b. This Agreement 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; 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 Agreement 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 without Grantor's
prior written approval 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).
c. Upon any transfer or conveyance of the Easement Premises by Grantor, the
transferor shall be released from any liability under this Agreement, and the transferee shall be bound by
11
d. This Agreement constitutes the entire agreement and understanding of the
parties, and supersedes all offers, negotiations and other agreements related thereto. There are no
representations or understandings of any kind related to the subject matter hereof that are not fully set
forth herein. Any amendments to this Agreement must be in writing and executed by Grantor and
Grantee. Grantee agrees to cooperate with Grantor in executing
any additional documents reasonably necessary to protect Grantor's rights under this Agreement.
e. This Agreement shall be construed in accordance with the laws of the State of
Illinois. Time is of the essence of this Agreement.
f. In the event that any governmental or regulatory body or any court of competent
jurisdiction determines that any covenant, term or condition of this Agreement 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 Agreement. In the event any provision of this Agreement 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 Agreement to its original intent and effect.
g. No receipt of money by Grantor from Grantee, after the expiration or termination
of this Agreement shall renew, reinstate, continue or extend the term of this Agreement.
h. By signing this Agreement, Grantee affirms and states that it does not have any
affiliated interest in Commonwealth Edison Company. Nothing in this Agreement shall be construed as
making the parties hereto partners, agents, joint ventures, members of a joint enterprise.
i. This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original and all of which, taken together, shall constitute one and the same Agreement.
j. This Agreement shall be executed for and on behalf of Grantee pursuant to a
resolution or ordinance adopted by its Mayor Village Board. Concurrently with its execution and delivery
of this Agreement, Grantee shall furnish Grantor with a certified copy of such resolution or ordinance as
evidence of the authority herein exercised by Grantee's officers executing this Agreement.
k. By signing this Agreement 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.
Regulatory Approval. This Agreement may be subject to the approval of one or more regulatory
agencies. If this Agreement is subject to such approval, the parties hereto agree to jointly seek such
approval. If such approval is not granted by any agency, this Agreement shall be void.
Continued on next page
12
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in duplicate by
their proper officers thereunto duly authorized as of the day and year first hereinabove written.
By:
Name:
Title:
k
i
Village Clerk
COMMONWEALTH EDISON COMPANY
VILLAG • 'i F LEMONT
B
13
ayor
STATE OF ILLINOIS
COUNTY OF COOK ss.
I, the undersigned, a Notary public, in and for the County and State aforesaid, DO HEREBY
CERTIFY, that and , personally known to me to be the
Vice President and Assistant Secretary of COMMONWEALTH EDISON COMPANY, respectively, are
the same persons whose names are subscribed to the foregoing instrument, and that they appeared before
me this day in person and acknowledged that they signed and delivered the said instrument, on behalf of
said corporation, as the free and voluntary act and deed of said corporation, for the uses and purposes
therein set forth.
Given under my hand and official seal, this day of , 2010.
Notary Public
Commission expires:
STATE OF ILLINOIS
COUNTY OF ss.
I, the undersigned, a Notary Public, in and for the County and State aforesaid, DO HEREBY
CERTIFY, that , personally known to me to be the Mayor of the VILLAGE
OF LEMONT and , personally known to me to be the Clerk of said
Village, and personally known to me to be the same persons whose names are subscribed to the foregoing
instrument, appeared before me this day in person and severally acknowledged that as such Mayor and
City Clerk, they signed and delivered the said instrument, pursuant to authority given by the Village
Council of said Village, pursuant to a resolution or ordinance adopted by said Village for the uses and
purposes herein set forth.
Given under my hand and official seal, this 04 day o , ; , 2010.
Commission Expires:
OFFICIAL SEAL
ROSEMAY YATES
NOTARY MUG, STATE OF ILLINOIS
MY OOIIIiIISSION EXPIRES 8.13.2012
14
EXHIBIT A
EASEMENT PREMISES
THAT PART OF THE NORTHEAST QUARTER OF SECTION 35, TOWNSHIP 37
NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN, COOK COUNTY,
ILLINOIS, DESCRIBED AS FOLLOWS:
COMMENCING AT THE NORTHEAST CORNER OF THE SOUTHEAST QUARTER OF
THE NORTHEAST QUARTER OF SECTION 35 AFORESAID; THENCE ON AN
ASSUMED BEARING OF SOUTH 88 DEGREES 06 MINUTES 42 SECONDS WEST
ALONG THE NORTH LINE OF THE SOUTHEAST QUARTER OF THE NORTHEAST
QUARTER OF SAID SECTION 35, A DISTANCE OF 668.37 FEET TO THE POINT OF
BEGINNING; THENCE CONTINUING SOUTH 88 DEGRESS 06 MINUTES 42
SECONDS WEST ALONG SAID NORTH LINE 41.57 FEET; THENCE NORTH 63
DEGREES 07 MINUTES 41 SECONDS WEST 35.07 FEET; THENCE SOUTH 88
DEGREES 15 MINUTES 21 SECONDS WEST 630.04 FEET TO A POINT THENCE
SOUTH 42 DEGREES 45 MINUTES 21 SECONDS WEST 46.68 FEET TO A POINT ON
THE NORTHEASTERLY LINE OF LOT 14 IN THE GLENS OF CONNEMARA
SUBDIVISION; THENCE NORTH 56 DEGREES 40 MINUTES 06 SECONDS WEST
ALONG SAID NORTHEASTERLY LINE A DISTANCE OF 20.27 FEET; THENCE
NORTH 42 DEGREES 45 MINUTES 21 SECONDS EAST 58.39 FEET; THENCE
NORTH 88 DEGREES 15 MINUTES 23 SECONDS EAST 643.55 FEET; THENCE
SOUTH 63 DEGREES 07 MINUTES 41 SECONDS EAST 76.61 FEET TO THE POINT
OF BEGINNING.
SAID PARCEL CONTAINING 14,900 SQUARE FEET, MORE OR LESS.
09273 Exhibit A Easement
b 11
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Ikaring
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REPLY TO
• ATTENTION OF:
Technical Services Division
Regulatory Branch
LRC- 2010 -00045
DEPARTMENT OF THE ARMY
CHICAGO DISTRICT, CORPS OF ENGINEERS
111 NORTH CANAL STREET
CHICAGO, ILLINOIS 60606.7206
APR 2 8 2010
SUBJECT: Letter of No Objection for a Water Main Extension from Dunmoor Drive to the
West Shore Pipeline Building beneath Lemont Road in Lemont, Cook County, Illinois
Ben Wehmeier
Village of Lemont
16680 New Avenue
Lemont, Illinois 60439
Dear Mr. Wehmeier:
This is in response to your January 19, 2010 request that the U.S. Army Corps of
Engineers issue a letter of no objection for the above - referenced activity. The subject project has
been assigned number LRC -2010- 00045. Please reference this number in all future
correspondence concerning this project.
Following a review of the information you furnished to this office and assuming your
project is conducted only as set forth in the information provided, this office has determined that
the subject property does not require a Department of the Army (DA) permit to complete the
proposed work. Please be aware that any unpermitted discharge into an area within the
jurisdiction of this office may result in civil or criminal enforcement under the Clean Water Act,
33 U.S.C. Sec. 1319.
This determination is valid for a period of 5 years from the date of this letter and 'covers
only your project as depicted in the plans titled WEST SHORE PIPELINE WATER MAIN
EXTENSION, VILLAGE OF LEMQNT, ILLINOISdated September 29, 2009 (Revised 3/19/10)
as prepared by Frank Novotny & Associates, Inc. Soil erosion and sediment controls (SESC)
measures shall be implemented at the project site and properly maintained throughout
construction of the project. Proper installation and regular maintenance of SESC measures will
prevent construction materials from entering downstream locations. It is your responsibility to
obtain any required state, county, or local approvals for impacts to wetland areas not under the
Department of the Army jurisdiction.
This determination is based only on the proposed activity and is not an approved
jurisdiction determination for the subject parcel. If you wish to receive an approved jurisdiction
determination or have any questions, please contact Kate M. Bliss of my staff by telephone at,
312 -846 -5542 or email at Kate.M.Bliss @usace.army.mil.
Sincerely,
Copy Furnished:
CBBEL (Megan Connolly)
Keith L. Wozniak
Chief, West Section
Regulatory Branch