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R-43-08 06/23/2008RESOLUTIONk- 1-1-3'('� RESOLUTION APPROVING AN INTERGOVERNMENTAL AGREEMENT FOR THE CONVEYANCE OF ICE BOX QUARRY WHEREAS, the Village of Lemont seeks to enter into an Intergovernmental Agreement with Lemont Township for conveyance of real estate to facilitate the Township's purchase of approximately 50 acres of open space; and WHEREAS, the terms and conditions of the Easement Agreement are set forth in the document attached hereto as Exhibit A NOW THEREFORE, BE IT RESOLVED by the President and Board of Trustees of the Village of Lemont that the Intergovernmental Agreement attached hereto as Exhibit A is hereby approved. PASSED AND APPROVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF LEMONT, COUNTIES OF COOK, WILL AND DU PAGE, ILLINOIS, on this 23rd day of June , 2008. Debby Blatzer Peter Coules Clifford Miklos Brian Reaves Ronald Stapleton Jeanette Virgilio Attest: AYES NAYS PASSED ABSENT JOHN . PIAZZA, Vi CHARLENE SMOLLEN, Village Clerk age Pr si QUIT CLAIM DEED Statutory (Corporation to Corporation) The Grantor, THE VILLAGE OF LEMONT, a municipal corporation, for and in consideration of Ten ($10.00) Dollars, in hand paid, CONVEYS and QUIT CLAIMS to LEMONT TOWNSHIP, a municipal corporation with its principal office at 1115 Warner Avenue, Lemont, Illinois 60439, the following described Real Estate situated in the County of Cook, State of Illinois to wit: See legal description attached hereto. Property Address: Vacant Land 4 Acres, Lemont, IL 60439 PIN #: 22 -21- 100- 018 -0000 (affects this and other property) hereby releasing and waiving all rights under and by virtue of the Homestead Exemption Laws of the State of Illinois. Exempt under Paragraph E, Section 4 of the Real Estate Transfer Tax Act. By: Village of Lemont Date: 6/23/2008 Dated this 23 day of June, 2008. THE VILLAGE OF LEMONT By: Att HARLENE SMOLLEN, Village Clerk JOHN . PIAZZA, illage gyres State of Illinois, County of Cook. } I the undersigned, a Notary Public in and for said County in the State aforesaid, DO HEREBY CERTIFY, that John F. Piazza, Village President and Charlene Smollen, Village Clerk of THE VILLAGE OF LEMONT, a municipal corporation, is personally known to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person, and acknowledged that he signed, sealed and delivered the said instrument as his free and voluntary act, for the uses and purposes therein set forth, including the release and waiver of the right of homestead. Given under my hand and official seal this 13 day of June, 2008. Document Prepared By: John P. Antonopoulos Antonopoulos & Virtel, PC 15419 127th Street Lemont, IL 60439 Nota Mail Recorded Document to: John P. Antonopoulos Antonopoulos & Virtel, P.C. 15419 1271h Street Lemont, IL 60439 Public k OFFICIAL. SEAL ROSEMAY YATES TARY PUBLIC, STATE OF ILLINOIS IfY 3.2008 al ax Bills To: Lemont Township 1115 Warner Lemont, IL 60439 LEGAL DESCRIPTION That part of the East half of the Northwest Quarter of Section 21, Township 37 North, Range 11, East of the Third Principal Meridian, described as follows: Beginning at the intersection of the Northerly line of the Chicago and Alton Railroad Company right of way and the East line of the Northwest quarter of Section 21; thence North 0 degrees 05 minutes 35 seconds West along the East line of the Northwest quarter of Section 21, 508.63 feet to the Southerly line of the Southerly 90 foot reserve strip of the Illinois and Michigan Canal; thence South 68 degrees, 20 minutes 10 seconds West along the Southerly line of the Southerly 90 feet reserve strip, 591.00 feet; thence South 48 degrees 43 minutes 48 seconds East, 521.37 feet to a point on the Northerly line of the Chicago and Alton Railroad Company right of way that is 167.00 feet Southwesterly of the Point of Beginning (as measured along the Northerly right of way line); thence North 71 degrees 20 minutes 07 seconds east along the Northerly line of the Railroad right of way 167.00 feet to the Point of Beginning, containing 4.0737 Acres, in Cook County, Illinois. INTERGOVERNMENAL AGREEMENT FOR THE CONVEYANCE OF VACANT LAND THIS INTERGOVERNMENTAL AGREEMENT is made this 23rday of June 20 fig , by and between the Village of Lemont ( "Village" or "Seller "), and Lemont Township ( "Township" or "Purchaser "). The Village and the Township are sometime referred to collectively as the "Parties ". RECITALS: A. The Village is the fee owner of a certain parcels of land legally described on Exhibit A and located in Cook County, Illinois, which property comprises approximately 4 acres (hereinafter "Subject Property "). B. The Township desires to acquire and use the Subject Property for open space and recreational purposes and the Village seeks to convey the Subject Property to the Township in furtherance of these purposes on the terms and conditions set forth herein. C. The Subject Property was added to the Lemont Township Open Space Plan on May 27, 2008, after notice and public hearing pursuant to Article 115 of the Illinois Township Code. D. Article VII, Section 10 of the Illinois Constitution and the Illinois Intergovernmental Cooperation Act, 5 ILCS 220/1 et seq., authorize and encourage units of local government to enter into intergovernmental agreements with one another. E. The Parties have determined that it is in the public interest for the Village to convey the Subject Property to the Township for use of the Subject Property for open space and recreational purposes in accordance with Article 115 of the Illinois Township Code. AGREEMENT NOW, THEREFORE, in consideration of the foregoing premises and the respective representations, warranties, agreements, covenants and conditions herein contained, and other good and valuable consideration, Village and Township agree as follows: ARTICLE I EXHIBITS AND EFFECTIVE DATE 1.01 AGREEMENT. This Agreement, includes the following exhibits, each of which are incorporated herein by this reference: Exhibit A: Legal Description Exhibit B: Deed Restrictions 1.02 EFFECTIVE DATE. The date set forth in the heading of this Agreement. 1.03 CLOSING DATE. June 27, 2008, or such other date as may be mutually agreed upon by the Village and the Township in writing. ARTICLE II CONVEYANCE OF SUBJECT PROPERTY 2.01 Conveyance. For good and valuable consideration, the Village, on the Closing Date, shall convey the Subject Property to the Township by recordable quitclaim deed (hereinafter "Deed "). The Subject Property shall be subject to the deed restrictions attached hereto and incorporated herein as Exhibit B (hereinafter "Deed Restrictions "). The Township shall prepare State and local transfer tax declarations indicating that the conveyance of the Subject Property from the Village to the Township is exempt from real estate transfer taxes, and both Parties shall sign such transfer tax declarations and any other documentation as may be reasonably necessary. 2.02 As consideration for the conveyance of the Subject Property by the Village to the Township, the Township agrees to use and maintain the Subject Property for open space purposes as provided in Article 115 of the Illinois Township Code and in accordance with the Deed Restrictions. ARTICLE III SURVEY AND LEGAL DESCRIPTION 3.01 Survey and Legal Description. At least seven (7) days prior to the Closing Date the Village shall prepare and make available to the Township a survey and legal description of the Subject Property. The Survey shall show no encroachments onto the Subject Property from any adjacent property, no encroachments by or from the Subject Property onto any adjacent property and no violation of any recorded buildings lines, restrictions or easements affecting the Subject Property. If the Survey is dated more than ninety (90) days prior to the Closing Date, the Village shall furnish at closing a certificate of the Surveyor to the Township, the Title insurer and such other parties as the Township shall designate dated within ninety (90) days prior to the Closing Date and certifying that there have been no changes or additions to the Subject Property since the date of the Survey. If the Survey discloses any such encroachment or violation or any exceptions to title or matters indicating possible rights of third parties other than the permitted Title Exceptions, the Township or the Village may have all such encroachments, violations and unpermitted exceptions removed from the Title Commitment. If the encroachments, violations and unpermitted exceptions are not removed the Township may elect, on or before the Closing Date to (i) terminate this Agreement, or (ii) accept the Subject Property subject only to those encroachments, violations and unpermitted exceptions as the Title Insurer is unable to remove. From the time this Agreement is executed by both Parties until the Closing Date, the Village shall not record any agreements or instruments which could affect title to the Subject Property, without the Township's written consent. ARTICLE IV TITLE COMMITMENT 4.01 Title Commitment. After the Effective Date of this Agreement, the Township may, at its sole cost and expense, obtain a title commitment for title insurance for the Subject Property. The Village agrees to execute documents customarily required by the title insurer in order that the title insurer will issue a title policy to the Township. ARTICLE V POSSESSION, TAXES AND EXPENSES 5.01 Possession. Sole and exclusive possession of the Subject Property shall be delivered to the Township on the Closing Date. The Subject Property shall be conveyed at Closing free and clear of any leases, contracts, rental agreements, or any other agreement, whether written or oral under which the Village or any third party has any right to or interest in the Property. 5.02 Taxes. The Parties acknowledge that the Subject Property is not currently exempt from real estate taxes, and that the taxes for the Subject Property are being paid by K.A. Steel Chemicals, Inc. The Village represents that it has prepared and submitted a tax division petition for the Subject Property in order to obtain a separate PIN number for the Subject Property to enable the Township to file a property tax exemption as to the Subject Property. The Village agrees to take all actions reasonable necessary after the Closing Date to assist the Township in obtaining a tax division in order to enable the Township to apply for and obtain an exemption from real estate taxes for the Subject Property. 5.03 Expenses. The Township shall be responsible for the payment of all sales, use and the State of Illinois and County of Cook transfer taxes, if any, and all deed and money escrow fees, all title insurance premiums and charges for the issuance of the Title Policy and for closing and the Township shall be responsible for payment of all recording fees. The fees and expenses of the Village's designated representatives, accountants and attorneys shall be borne by the Village, and fees and expenses of the Township's designated representatives, accountants and attorneys shall be borne by Township. ARTICLE VI ACCESS TO SUBJECT PROPERTY 6.01 Access to the Property. After the Effective Date, the Village shall permit representatives, agents, employees, lenders, contractors, appraisers, architects and engineers designated by the Township to access to enter upon, the Subject Property to examine, inspect, measure and test the Subject Property. 3 ARTICLE VII REPRESENTATIONS OF AUTHORIZATION 7.01 Authorization of the Village. To induce the Township to execute, deliver and perform this Agreement the Village represents and warrants to the Township that the Village has full capacity, right, power and authority to execute, deliver and perform this Agreement and all documents to be executed by the Village pursuant hereto, and all required action and approvals therefore have been duly taken and obtained. The individuals signing this Agreement and all other documents executed or to be executed pursuant hereto on behalf of the Village are and shall be duly authorized to sign the same on behalf of the Village and to bind the Village thereto. This Agreement and all documents to be executed pursuant hereto by the Village are and shall be binding upon and enforceable against the Village in accordance with their respective terms, and the transaction contemplated hereby will not result in a breach of or constitute a default or permit acceleration of maturity under, any indenture, mortgage, deed of trust, loan agreement or other agreement to which the Village or the Subject Property is subject or by which the Village or the Subject Property is bound. 7.02 Authorization of the Township. To induce the Village to execute, deliver and perform this Agreement the Township represents and warrants to the Village that the Township has full capacity, right, power and authority to execute, deliver and perform this Agreement and all documents to be executed by the Township pursuant hereto, and all required action and approvals therefore have been duly taken and obtained. The individuals signing this Agreement and all other documents executed or to be executed pursuant hereto on behalf of the Township are and shall be duly authorized to sign the same on behalf of the Township and to bind the Township thereto. This Agreement and all documents to be executed pursuant hereto by the Township are and shall be binding upon and enforceable against the Township in accordance with their respective terms. ARTICLE VIII CLOSING 8.01 Seller's Deposits. On the Closing Date, the Village shall deliver to the Township the following closing documents: (i) The Village's quit claim deed conveying to the Township fee simple title to Subject Property, subject only to any permitted title exceptions, Deed Restrictions and those other exceptions to which the Township has agreed to take title subject to; (ii) Such other documents, instruments, certifications and confirmations as may be reasonably required and designated by the Township to fully effect and consummate the transactions contemplated hereby. 8.02 Concurrent Transactions. All documents or other delivers required to be made by the Village or Township at closing, and all transactions required to be consummated concurrently with closing shall be deemed to have been delivered and to have been consummated simultaneously with all other transactions and all other delivers, and no delivery shall be deemed to have been made and no transactions shall be deemed to have been consummated until all 4 deliverers required by Township or its designee and the Village shall have been made, and all concurrent and other transactions shall have been consummated. ARTICLE IX NOTICES 9.01 Notices. Any notice, request, demand, instruction or other document to be given or served hereunder or under any document or instrument executed pursuant hereto shall be in writing and shall be delivered personally with a receipt requested therefore or by cable or telex or sent by recognized overnight courier service or by United Stated registered or certified mail, return receipt requested, postage prepaid and addressed to the parties at their respective addresses set forth below, and the same shall be effective (a) upon receipt or refusal if delivered personally or by cable or telex; (b) one (1) business day after depositing with such an overnight courier service or (c) two (2) business days after deposit in the mails if mailed. A party may change its address for receipt of notices by service of a notice of such change in accordance herewith. All notices by cable or telex shall be subsequently confirmed by United Stated certified or registered mail. If to Township: Lemont Township Attention: Nancy Hoinacki Lemont Township 1115 Warner Avenue Lemont, IL 60439 Phone: (630) 257-2522 Fax: (630) 257-1219 With a copy to: Robbins, Schwartz Nicholas, Lifton & Taylor, Ltd. Attention: Neal Smith 179 N. Chicago Street Joliet, Illinois 60432 Phone: (815) 722-6560 Fax: (815) 722-0450 If to Village: Village of Lemont Attn: Village President 418 Main Street Lemont, IL 60439 Phone: (630) 257 -1550 Fax: (630) 243 -0958 With a copy to: John Antonopoulos Antonopoulos & Virtel, P.C. 15419 127th Street, Suite 100 Lemont, IL 60439 Phone: (630) 257 -5816 Fax: (630) 257 -8619 5 ARTICLE X ENTIRE AGREEMENT, AMENDMENTS AND WAIVERS 10.01 Entire Agreement, Amendments and Waivers. This Agreement contains the entire agreement and understanding of the parties with respect to the subject matter hereof, and the same may not be amended, modified or discharged nor may any of its terms be waived except by an instrument in writing signed by the party to be bound thereby. ARTICLE XI FURTHER ASSURANCES 11.01 Further Assurances. The parties each agree to do, execute, acknowledge and deliver all such further acts, instruments and assurances and to take all such further action before or after the closing as shall be necessary or desirable to fully carry out this Agreement and to fully consummate and effect the transactions contemplated hereby. ARTICLE XII SUVIVAL AND BENEFIT 12.01 Survival and Benefit. All representations, warranties, agreements, indemnifications and obligations of the parties shall, notwithstanding any investigation made by any party hereto, survive the closing and the same shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. ARTICLE XIII NO THIRD PARTY BENEFITS AND ASSIGNMENT 13.01 No Third Party Benefits and Assignment. This Agreement is for the sole and exclusive benefit of the parties hereto and there respective successors and assigns, and no third party is intended to or shall have any rights hereunder. ARTICLE XIV MISCELLANEOUS 14.01 Miscellaneous (a) The headings and captions herein are inserted for convenient reference only and the same shall not limit or construe the paragraphs or sections to which they apply or otherwise affect the interpretation hereof. (b) The Terms "hereby," hereof," "hereto," herein," "hereunder" and any similar terms shall refer to this Agreement, and the tem "hereafter" shall mean after, and the term "heretofore" shall mean before, the Effective Date. (c) Words of the masculine, feminine or neuter gender shall mean and include the correlative words of other genders, and words importing the singular number shall mean and include the plural number and vice versa. 6 (d) Words importing persons shall include firms, associations, partnerships (including limited partnerships), trusts, corporations and other legal entities, including public bodies, as well as natural persons. (e) The Terms "include," "including" and similar terms shall be constructed as if followed by the phrase "without being limited to." (f) This Agreement and any document or instrument executed pursuant hereto may be executed in any number of counterparts each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. (g) Whenever under the terms of this Agreement the time for performance of a covenant or condition falls on a Saturday, Sunday or Holiday, such time for performance shall be extended to the next business day. Otherwise all references herein to "days" shall mean calendar days. (h) This Agreement shall be governed by and constructed in accordance with the laws of State of Illinois. (i) Time is of the essence of this Agreement. (j) Neither the Village nor the Township shall avail itself of any remedy granted to it hereunder based upon an alleged default of the other party hereunder unless and until written notice of the alleged default, in reasonable detail, has been delivered to the defaulting party by the non- defaulting party and the alleged default has not been cured on or before 5:00 p.m., Central Standard Time, on the fifth (5th) day next following delivery of said notice of default. (k) For the purposes of this Agreement, the phrases substantially similar to "to the best of one's knowledge," shall imply a reasonable investigation by party and its agents. (1) This Agreement shall not be constructed more strictly against one party than against the other merely by virtue of the fact that it may have been prepared primarily by counsel for on of the parties, it being recognized that both Township and Village have contributed substantially and materially to the preparation of the this Agreement. ARTICLE XV STATE AND FEDERAL INCOME TAXES 15.01 Disclosure to Internal Revenue Service. The Village and Township agree to cooperate fully with the other in completing or filing any disclosure documents or in otherwise satisfying any disclosure requirements of the Internal Revenue Code of 1986, including but not limited to Section 6054(e) thereof. 7 • IN WITNESS WHREOF, this Agreement has been executed and delivered by the Village and the Township on the respective dates set forth beneath each of their signatures. LEMONT TOWNSHIP THE VILLAGE OF LEMONT By: By: Printed Name: Printed Title: Title: Date: Date: June 23, 2008 EXHIBIT A LEGAL DESCRIPTION That part of the East half of the Northwest Quarter of Section 21, Township 37 North, Range 11, East of the Third Principal Meridian, described as follows: Beginning at the intersection of the Northerly line of the Chicago and Alton Railroad Company right of way and the East line of the Northwest quarter of Section 21; thence North 0 degrees 05 minutes 35 seconds West along the East line of the Northwest quarter of Section 21, 508.63 feet to the Southerly line of the Southerly 90 foot reserve strip of the Illinois and Michigan Canal; thence South 68 degrees, 20 minutes 10 seconds West along the Southerly line of the Southerly 90 feet reserve strip, 591.00 feet; thence South 48 degrees 43 minutes 48 seconds East, 521.37 feet to a point on the Northerly line of the Chicago and Alton Railroad Company right of way that is 167.00 feet Southwesterly of the Point of Beginning (as measured along the Northerly right of way line); thence North 71 degrees 20 minutes 07 seconds east along the Northerly line of the Railroad right of way 167.00 feet to the Point of Beginning, containing 4.0737 Acres, in Cook County, Illinois. EXHIBIT B DEED RESTRICTIONS 10 QUIT CLAIM DEED Statutory (Corporation to Corporation) The Grantor, THE VILLAGE OF LEMONT, a municipal corporation, for and in consideration of Ten ($10.00) Dollars, in hand paid, CONVEYS and QUIT CLAIMS to LEMONT TOWNSHIP, a municipal corporation with its principal office at 1115 Warner Avenue, Lemont, Illinois 60439, the following described Real Estate situated in the County of Cook, State of Illinois to wit: See legal description attached hereto. Property Address: Vacant Land 4 Acres, Lemont, IL 60439 PIN #: 22 -21- 100 - 018 -0000 (affects this and other property) hereby releasing and waiving all rights under and by virtue of the Homestead Exemption Laws of the State of Illinois. Exempt under Paragraph E, Section 4 of the Real Estate Transfer Tax Act. By: Village of Lemont Date: June 23, 2008 Dated this 23 day of June, 2008. Atte / _ .z, ...." / e /� -/ -.1/16...- CHARLENE SMOLL , Village Clerk THE VILLAGE OF LEMONT By: State of Illinois, County of e,co [L } I, the undersigned, a Notary Public in and for said County in the State aforesaid, DO HEREBY CERTIFY, that John F. Piazza, Village President and Charlene Smollen, Village Clerk of THE VILLAGE OF LEMONT, a municipal corporation, is personally known to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person, and acknowledged that he signed, sealed and delivered the said instrument as his free and voluntary act, for the uses and purposes therein set forth, including the release and waiver of the right of homestead. Given under my hand and official seal this 7,3 day of June, 08. Document Prepared By: John P. Antonopoulos Antonopoulos & Virtel, PC 15419 127th Street Lemont, IL 60439 Notary Public Mail Recorded Document to: John P. Antonopoulos Antonopoulos & Virtel, P.C. 15419 127th Street Lemont, IL 60439 OFFICIAL SEAL ROSEMAY YATES ^�{ r e IC, STATE OF IWWN01S • - 008 Mail s To: Lemont Township 1115 Warner Lemont, IL 60439 LEGAL DESCRIPTION That part of the East half of the Northwest Quarter of Section 21, Township 37 North, Range 11, East of the Third Principal Meridian, described as follows: Beginning at the intersection of the Northerly line of the Chicago and Alton Railroad Company right of way and the East line of the Northwest quarter of Section 21; thence North 0 degrees 05 minutes 35 seconds West along the East line of the Northwest quarter of Section 21, 508.63 feet to the Southerly line of the Southerly 90 foot reserve strip of the Illinois and Michigan Canal; thence South 68 degrees, 20 minutes 10 seconds West along the Southerly line of the Southerly 90 feet reserve strip, 591.00 feet; thence South 48 degrees 43 minutes 48 seconds East, 521.37 feet to a point on the Northerly line of the Chicago and Alton Railroad Company right of way that is 167.00 feet Southwesterly of the Point of Beginning (as measured along the Northerly right of way line); thence North 71 degrees 20 minutes 07 seconds east along the Northerly line of the Railroad right of way 167.00 feet to the Point of Beginning, containing 4.0737 Acres, in Cook County, Illinois.