R-21-08 04/14/2008�i- oo
RESOLUTION
RESOLUTION AUTHORIZING APPROVAL OF A
GRANT OF EASEMENT
SANITARY SEWER EASEMENT
WHEREAS, the Village of Lemont requires a Sanitary Sewer Easement from
Commonwealth Edison Company;
WHEREAS, the Village desire to have suitable access for the construction of a sanitary
sewer, and a Grant of Easement is required to ensure this access.
NOW, THEREFORE, BE IT RESOLVED, by the President and Board of Trustees that the
Sanitary Sewer Easement 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 DuPAGE, ILLINOIS, on this 14°h day of April,
2008.
Brian Reaves
Debby Blatzer
Peter Coules
Ron Stapleton
CI i f fri kjas hI
Jeanette Virgilio
AYES NAYS PASSED ABSENT
CHARLENE SMOLLEN, Village Clerk
Approved by me this 14th day of April, 2008.
Attest:
CHARLENE SMOLLEN, Village Clerk
Approved as to form:
JOHN ANTONOPOULOS, Village Attorney
Date:
Property: Powerton Crawford RfW
Parcel No. 426, 426B, 426D
Northeast Quarter Sec.35
Twp. 37 N. Rng. 11. E. of 3rd. P. M.
Cook County, Illinois
C. E. Co. Region: South
Sanitary Sewer Easement
THIS Grant for Sanitary Sewer Easement ( "Easement ") is made, entered and granted on this day of
2008, by and between COMMONWEALTH EDISON COMPANY, an Illinois corporation
( "Grantor "), and VILLAGE OF LEMONT, an Illinois Municipal Corporation ( "Grantee ").
WHEREAS, Grantor is the owner of a parcel of land in Village of Lemont, County of Cook and State of
Illinois, commonly known as Parcel No. 436 of Grantor's Powerton Crawford Right of Way property, described in
Exhibit A attached hereto and made a part hereof ( "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
( "Grantor's Operations ").
WHEREAS Grantee desires to install one (1) eight inch sanitary sewer across Grantor's Property in the
location shown on the diagram attached hereto as Exhibit B. For the purposes of this Easement, the "Easement
Premises" for the sanitary sewer shall be a strip of land sixty inches (60 ") wide and lying thirty inches (30 ") along
either side of the sanitary sewer's center line, as shown on the diagram attached hereto as Exhibit B (the "Center
Lines ").
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
perpetual, non - exclusive easement for the right and privilege to use the Easement Premises for the following
purposes and for no other purpose whatsoever:
a. construction and maintenance of one (1) eight inch (8 ") sanitary sewer in substantial conformity
with the plans prepared by McDonough Associates, attached hereto as Exhibit B and made a part
hereof (referred to herein as the "Facilities ").
This grant of easement is made by Grantor and accepted by Grantee under the following terms and
conditions and for the purposes of the following terms and conditions:
1. Grantee's Use. The following general conditions shall apply to Grantee's use of the Easement
Premises:
a. In addition to the foregoing grant of easement, Grantor grants to Grantee such non-
exclusive, temporary rights of ingress and egress over a strip of land twenty (20) feet in width and located ten (10)
feet along either side of the Center Line, hereinafter referred to as ( "Access Area "), as may be reasonably required
by Grantee for the construction, maintenance, repair, replacement and removal of Grantee's Facilities, which rights
of ingress and egress shall be subject and subordinate in all respects to Grantor's Operations and limited to such
temporary access routes over the Access Area as Grantor in its sole discretion may designate from time to time. The
term "Easement Premises" as used herein shall include the Access Area.
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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 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 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 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, 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 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 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, grantees and grantees, tenants, 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 the other users of record as located in, along
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, unless sooner terminated in accordance
with the terms herein, pursuant to the terms, conditions and covenants of this Agreement, and shall commence as of
the date first hereinabove written.
3. Fee. In addition to all terms, conditions and covenants agreed to by Grantee and contained
herein, as further consideration for this Easement, Grantee shall pay Grantor the agreed upon consideration for the
granting of this Agreement, which amount shall be due and payable to Grantor, prior to Grantor's execution and
granting of this Agreement.
4. 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 the installation, operation, maintenance or removal of any present or
future facilities of Grantor.
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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, 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 Agreement. In the event of a violation of this Paragraph
4.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.
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 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 Facilities 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 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 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 termination of this Easement for any
reason, Grantee shall, at its cost, remove 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 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 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 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 the Facilities 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.
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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 (excluding only routine maintenance), repair, relocation,
replacement or removal of 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.
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 may be 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 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 in Oakbrook Terrace, Illinois, telephone number (630) 437-
2824, 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 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 lien from each
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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, 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 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 the Facilities and Grantee at its cost shall repair and replace all drainage tiles damaged or
destroyed during the performance of such work.
J.
work:
The following additional specific requirements shall apply to the performance of such
(i) Grantee agrees that the Facilities will be installed in strict conformity with the
plans attached hereto as Exhibit B.
(ii) Should any proposed changes to the Facilities be required, either before 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
the Facilities enters or leaves Grantor's Property, at all road or street crossings, at all rail crossings and at all
locations where the Facilities changes direction in Grantor's Property.
(iv) Where the Facilities is crossing 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.
(v) Grantee agrees, upon completion of the installation 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 Facilities 's alignment in Grantor's Property
so long as the change in grade in Grantor's Property does not result in a grade change of greater than 6- inches from
the pre - existing grade of Grantor's Property prior to the installation of the Facilities.
(vi) Grantee agrees that all of Grantor's Property as affected by the 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.
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 the Facilities
on Grantor's Property and, at Grantor's request, Grantee shall provide Grantor with evidence thereof. Grantee shall
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cause 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 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 13.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 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 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 the Facilities 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. Grantee shall notify Grantor in writing within thirty (30) days after the date Grantee
ceases to use the Facilities and shall provide Grantor with a properly executed release of this Easement.
9. Hold Harmless.
a. Grantee agrees to indemnify, defend and hold harmless "Exelon ", a Pennsylvania
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
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", 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 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
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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, Toss 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 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. Policies.
(1) Grantee shall cause each contractor and subcontractor performing any work on behalf of
Grantee pursuant to this License 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 coverages:
(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 $500,000.00 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
$4,000,000.00 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. Grantee shall cause Commonwealth Edison Company, as
Grantor, to be added as Additional Insured under endorsement GL 2010 or CG 2010 or their
equivalent. "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 Toss 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 $1,000.000.00 per
occurrence combined single limit covering all owned, leased, rented and non -owned vehicles.
(2) Grantee shall, in any event, purchase and maintain at all times during the term of this
License, at its sole cost, the following insurance coverages:
(i) Comprehensive Commercial General Liability Insurance Policy in the name of
Grantor, Commonwealth Edison Company, as the insured, with limits of not less than the
combined single limit of $4,000,000.00 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 shall not exclude property of Grantor. Grantee shall cause Commonwealth Edison
Company, as Grantor, to be added as Additional Insured under endorsement GL 2010 or CG 2010
or their equivalent. "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)
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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.
OR
(ii) as an alternative to the Comprehensive Commercial General Liability Insurance
Policy or it's equivalent described hereinabove, Grantee may purchase and provide a rider or an
endorsement to its existing Comprehensive General Liability policy or policies of insurance
naming Grantor, Commonwealth Edison Company, as an additional insured under endorsement GL
2010 or CG 2010, covering the location of Grantee's facilities, and including coverage extensions
for premises /products /completed operations and contractual liability for Grantee's indemnity
obligations hereunder, provided that the limits and coverage in this alternative form of insurance
are equal to or greater than the limits and coverages specified above in the Comprehensive
Commercial General Liability Insurance Policy or it's equivalent. Grantor hereby reserves unto
itself the unrestricted right to either approve or reject, during the term of this license, any such
alternative form of insurance that may be presented by Grantee.
b. Grantee shall furnish to Grantor, prior to commencing the work of constructing, installing
or placing said Roadway or otherwise entering upon Grantor's Property, a certified copy of each policy of
insurance or a Certificate of Insurance issued pursuant to the requirements contained in subparagraphs
a.(1)(i), a.(1)(ii), a.(1)(iii) and a.(2) of this Paragraph 10. Insurance coverage as called for in subparagraph
a.(2)(i)(ii) above shall be furnished by Grantee to Grantor prior to commencing the work and shall be kept
continuously in force. Insurance coverage as required in subparagraph a.(1)(i), a.(1)(ii), and a.(1)(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.
c. All insurance policies required by this Section 10 shall be issued by good and reputable
companies having a Best's Rating of A - /VII or better in the Best's Key Rating Insurance Guide 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 any Hazardous Materials to be introduced or handled on Grantor's Property as a result of or in
connection with Grantee's use and occupancy of the Easement Premises. Grantee shall defend, indemnify and hold
harmless "Exelon ", an Pennsylvania 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' fees.
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
8
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 he 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 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
9
e. Grantee's failure to operate or maintain the Facilities 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 Bank One Chicago, Illinois (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 twenty percent (20 %) 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 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:
If to Grantee:
Commonwealth Edison Company
Real Estate Services
POBox767
Chicago, Illinois 60690
Village of Lemont
Village Administrator
418 Main St.
Lemont, IL
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
10
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 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).
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 and deemed to have
assumed the obligations of Grantor arising after the date of such transfer or conveyance.
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
adopted by its President and Board of Trustees. Grantee shall furnish Grantor with a certified copy of such resolution
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.
16. 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.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their proper
officers thereunto duly authorized as of the day and year first hereinabove written.
11
ATTEST:
This instrument is prepared by and after recording mail to:
Commonwealth Edison Company
Real Estate Services
P. 0. Box 805379
Chicago, Illinois 60680 -5379.
By:
COMMONWEALTH EDISON COMPANY
VILLAGE OF LEMONT
By:
12
STATE OF ILLINOIS )
) ss.
COUNTY OF COOK )
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
of Real Estate & 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 he 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 , 2008.
Commission expires:
STATE OF ILLINOIS )
) ss.
COUNTY OF COOK )
I, the
Notary Public
ndersigned, a Notary Public, in and for the County and State aforesaid, DO HEREBY CERTIFY,
at I. . . , personally known to me to be the President of Village of Lemont, and
44.0 uto _ uva7L pyl personally known to me to be the Village 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 President and Village Clerk, they signed and delivered the said
instrument, as their own free and voluntary act, and as the free and voluntary act of said company, for the uses and
purposes therein set forth. A
Given under my hand and official seal, this 4
Commission Expires:
OFFICIAL SEAL
ROcEMAY YATES _
NOTARY PU , s .
MY COMMISSION EXPIRES 8-13-2008
13
day of
, 2008.
GES
Nota
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Legal Description of
Permanent Easement on Commonwealth Edison property
(PIN. 22 -14- 401 -014)
That part of
The West 150 feet of that part of Lot 2 Lying East of the West line of the East Half of the
Southeast Quarter of Section 14, Township 37 North, Range 11 East of the Third
Principal Meridian, in Doolin & Kirk's Resubdivision of the Southeast Quarter of the
Southeast Quarter (excepts Lot 1 to 5 in Boe's Subdivision) and the East 404.7 feet of the
Southwest Quarter of the Southeast Quarter of Section 14, Township 37 North, Range 11
East of the Third Principal Meridian, according to the plat thereof recorded in Book 37,
Page 1$ on August 30, 1889 as document number 1149383, in Cook County, Illinois
(excepting therefrom the south 60 feet thereof taken for roadway purposes).
Described as follows:
The South 53 feet of the West 37 feet (except the South 33 feet of the West 17 feet
thereof).
Easement parcel contains 1,400 sq.ft. (0.0321 acre)
co • 3546
P • _ SS'ONAL
LAD,
g�jq`dK�`!OR
s EOF • co
1Ly.,14O1S
417IVE,
334 EAST
547,9 )1.501€
LFAX .S LPEET, UNIT C-1, PALATINE, ILLINOIS 60067
8•47.934 3427 • ww .DOLANDENGINEERIN c_OM