R-71-03 Approving An Agreement Between Village Of Lemont And KA Steel Chemicals, INC (3)RESOLUTION NO.
RESOLUTION APPROVING AN AGREEMENT BETWEEN
VILLAGE OF LEMONT AND K.A. STEEL CHEMICALS, INC.
WHEREAS, The Village of Lemont seeks to enter into an Agreement with K.A. Steel Chemicals,
Inc., a Delaware corporation; and
WHEREAS, The documents attached hereto, namely, an Agreement By and Between the Village
of Lemont and K.A. Steel Chemicals, Inc. with Exhibits A, B, C, D, E, and F outline the terms and conditions
of the Agreement.
NOW, THEREFORE, BE IT RESOLVED by the President and Board of Trustees of the Village
of Lemont, Cook, DuPage and Will Counties, Illinois, as follows:
SECTION ONE:
That the Agreement and Exhibits A, B, C, D, E and F attached hereto and made a part hereof are
hereby approved by the Board of Trustees.
SECTION TWO:
That the Village President is hereby authorized and directed to execute said Agreement in
substantially the form attached hereto.
SECTION THREE:
That all ordinances and resolutions or parts thereof in conflict with the provisions of the Resolution
shall be and they are hereby repealed.
SECTION FOUR:
That this Resolution is effective from and after its passage and publication in the manner provided
by law.
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 22nd
day of _Sptember , 2003.
Debby Blatzer
Peter Coules
Brian Reaves
Steven Rosendahl
Ronald Stapleton
Jeanette Virgilio
Atte
AYES NAYS PASSED ABSENT
LI
1
JOH A, Vi11ag Presi
CHARLENE SMOLLEN, Village Clerk
This document prepared by
and after recording return to:
Mark A. Gershon
Piper Rudnick LLP
203 North LaSalle Street
Chicago, Illinois 60601
This space reserved for Recorder's use only.
AGREEMENT
By and Between
THE VILLAGE OF LEMONT,
an Illinois municipal corporation
and
K.A. STEEL CHEMICALS, INC.
a Delaware corporation
1 .2-c3 ,2003
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TABLE OF CONTENTS
Page
1. RECITALS 2
2. DEFINITIONS 2
3. ICEBOX QUARRY 4
4. VILLAGE LEASE PARCEL 6
5. LAND BRIDGE 7
6. TERRITORIAL JURISDICTION 8
7. VILLAGE COVENANTS 9
8. STORMWATER IMPROVEMENTS 10
9. LAND BRIDGE AND ENTRANCE IMPROVEMENTS 10
10. ENTRANCE ROAD 11
11. RECITALS 8
12. MUTUAL ASSISTANCE. 12
13. NOTICES 12
14. DEFAULT /REMEDIES. 13
15. MISCELLANEOUS. 13
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AGREEMENT
THIS AGREEMENT (this "Agreement ") is made and entered into as of the )L "`day of
, 2003 by and between the Village of Lemont, an Illinois municipal corporation
(th6 "Village ") and K.A. Steel Chemicals, Inc., a Delaware corporation ( "K.A. Steel "). The
Village and K.A. Steel are sometimes hereinafter collectively referred to as a "Party" and
collectively as the "Parties."
RECITALS
A. K.A. Steel operates a national manufacturing and distribution facility, including
related office and other improvements (the "Plant ") on approximately 52 acres (the "Facility
Property") located in Cook County and partially within the municipal boundaries of the Village.
The Facility Property, including the Central Parcel, Development Parcel, MWRD Parcel 1,
MWRD Parcel 2, MWRD Easement Parcel, Village Lease Parcel, and the Icebox Quarry Parcel,
the Land Bridge Parcel and certain adjacent parcels are generally depicted on the Site Plan
attached hereto as Exhibit A (the "Site Plan ")
B. The Plant is operated on the Central Parcel and MWRD Parcels based on access
and related improvements located on the Land Bridge Parcel and Development Parcel.
C. K.A. Steel has acquired and improved the Development Parcel for access, support
and future expansion of the Plant and as a valuable asset to be used for commercial and industrial
development compatible with operation of the Plant. The Icebox Quarry Parcel portion of the
Development Parcel is an integral part of the Facility and acts as a natural buffer to the Plant and
the future development of the remainder of Development Parcel.
D. The Village desires to support passive recreational uses on the Icebox Quarry,
Village Lease Parcel and certain parcels located east and adjacent thereto.
E. K.A. Steel has agreed to allow such uses on the Icebox Quarry and, for a limited
term, the Village Lease Parcel in reliance upon the Village's agreement not to adversely impact
ongoing maintenance, operation and future development and operation of the Facility Property
(excluding the Icebox Quarry Parcel). Therefore, in accordance with the terms of this
Agreement, K.A. Steel has agreed to (i) lease the Village Lease Parcel to the Village pursuant to
the terms of the Village Lease, (ii) delay further substantial development of that portion of the
Development Parcel located East of the Entrance Road, other than access related improvements
(including, without limitations, roadway improvements and an additional spur track on the
Development Parcel), fencing and other security improvements and signage for such time as the
Village Lease is in effect, and (iii) convey the Icebox Quarry Parcel to the Village.
F. Uninterrupted access to the Central Parcel and MWRD Parcels from the
Development Parcel and adjacent properties has historically been maintained across the Land
Bridge for approximately 100 years or more. During a portion of this time, the Land Bridge
Parcel was included in a lease of property by the Village to K.A. Steel. The Parties are in dispute
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as to the remaining obligations under that lease and have agreed to settle such obligations as
provided herein.
G. At K.A. Steel's request, the Village has agreed to enter into the Land Bridge
Easement Agreement to allow K.A. Steel, its successors and assigns, to document the ability to
use the Land Bridge Parcel for access to the Central Parcel and MWRD Parcels.
H. Improvements on property other than the Facility Property have caused significant
drainage and stormwater problems on the Development Parcel which is adversely impacting its
intended use by K.A. Steel and the intended use by the Village of the Lease Parcel and the
Icebox Quarry Parcel. The Village agrees to restore drainage and associated land conditions on
and associated with the Development Parcel to a condition mutually agreed to by the Parties.
I. The Village is entering into this Agreement pursuant to its authority under the
Illinois Municipal Code, Illinois Constitution and its police powers.
J. The Parties represent and warrant to each other that they have taken all actions
necessary to enter into this Agreement, and to fully comply with and be bound by all of their
respective obligations and duties herein.
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants,
agreements and conditions hereinafter contained, the benefits anticipated to inure to each of
them, and other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties do hereby agree as follows:
1. RECITALS.
The Parties hereby confirm and acknowledge the representations, covenants and
recitations set forth in the foregoing recitals which are agreed to be material to this Agreement
and which by this reference are expressly incorporated into this Agreement as if fully set forth in
this Article 1.
2. DEFINITIONS.
For purposes of this Agreement, unless the context clearly requires otherwise, words and
terms used in this Agreement shall have the meanings provided herein, including above in the
recitals hereto and as follows:
Central Parcel — The approximately 7.62 acre parcel of land improved as part of the
Plant, which is owned by K.A. Steel, located between the Land Bridge Parcel and MWRD
Parcel 1 and generally depicted on the Site Plan and legally described on Exhibit B.
Closing Date — The date which is 60 days after the date of this Agreement or such earlier
date as shall be agreed to by the Parties.
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Deed — A special warranty deed substantially in the form attached hereto as Exhibit C
from K.A. Steel to the Village for conveyance of the Icebox Quarry in accordance with the terms
of this Agreement.
Development Parcel — The approximately 26.17 acre parcel of land owned in fee simple
by K.A. Steel, located between the Illinois and Michigan Canal and Main Street and legally
described on Exhibit B.
Easement Payment — An amount equal to Ten Thousand Dollars ($10,000.00)
multiplied by the percentage increase in the CPI, as defined below, since Calendar Year 2003.
As used herein the term "CPI" shall mean the Consumer Price Index for the City of Chicago,
Urban Wage Earners and Clerical Workers, All Items (base index year 2003) as published by the
United States Department of Labor, Bureau of Labor Statistics. If the manner in which the CPI
is determined by the Bureau of Labor Statistics shall be substantially revised, including without
limitation, a change in the base index year, an adjustment shall be made by K.A. Steel in such
revised index which would produce results equivalent, as nearly as possible, to those which
would have been obtained if the CPI had not been so revised. If the CPI shall become
unavailable to the public because publication is discontinued, or otherwise, or if equivalent data
is not readily available to enable K.A. Steel to make the adjustments referred to herein, then K.A.
Steel will substitute therefore a comparable index based upon changes in the cost of living or
purchasing power of the consumer dollar published by any other governmental agency or, if no
such index shall be available, then a comparable index published by a major bank or other
financial institution or by a university or recognized financial publication.
Entrance Road — The access road and related access improvements, between the
southern boundary of the Land Bridge Road and the northern boundary of the Canadian National
Railroad right of way located parallel to Main Street, located on the Development Parcel and on
an exclusive easement between the Development Parcel and Main Street. The general location
of the Entrance Road is identified on the Site Plan.
Facility Property — The approximately 52 acre parcel of land owned or controlled by
K.A. Steel for use in operation of a national chemicals facility which includes the Central Parcel,
MWRD Parcels and Development Parcel.
Icebox Quarry Parcel — The approximately acre portion of the Development
Parcel which includes the Icebox Quarry and is legally described on Exhibit B.
K.A. Steel — K.A. Steel Chemicals, Inc., a Delaware corporation.
Land Bridge Easement Agreement — The Agreement, substantially in the form attached
hereto as Exhibit D which provides for grant of an irrevocable perpetual easement on, over and
across the Land Bridge Parcel by Village to K.A. Steel, its successors and assigns in accordance
with the terms of this Agreement.
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Land Bridge Parcel — The approximately 2.0 acre parcel owned by the Village and
legally described on Exhibit E pursuant to which access has been provided between (i) the
Central Parcel and MWRD Parcels and (ii) the Development Parcels and Main Street.
Leasehold Payment — One Hundred Thousand Dollars ($100,000.00) to be paid by K.A.
Steel to the Village in accordance with the terms of this Agreement.
MWRD — Metropolitan Water Reclamation District of Greater Chicago, an Illinois
Municipal Corporation.
MWRD Easement Parcel — The approximately 1.08 acre parcel located east of and
adjacent to MWRD Parcel 2 and legally described on Exhibit B which is improved and used by
K.A. Steel, pursuant to an Easement Agreement dated November 5, 1998 with MWRD, in
operation of the Plant, including maintenance, railroad tracks, and a pumphouse to withdraw
water pursuant to an approximately 100 foot pipeline extending into the property commonly
known as Consumers Quarry in Lemont, Illinois.
MWRD Parcel 1 — The approximately 8.33 acre parcel of land located adjacent to
MWRD Parcel 2, which is currently leased by MWRD to K.A. Steel pursuant to a lease
agreement dated April 19, 1979, partially improved as part of the Plant and legally described on
Exhibit B.
MWRD Parcel 2 — The approximately 8.24 acre parcel of land which is currently leased
by K.A. Steel from MWRD pursuant to a lease agreement dated July 1, 1966 which is improved
as part of the Plant, located between MWRD Parcel 1 and the Central Parcel and legally
described on Exhibit B.
MWRD Parcels — MWRD Parcel 1, MWRD Parcel 2 and the MWRD Easement Parcel
collectively.
Village — The Village of Lemont, an Illinois municipal corporation.
Village Lease — A lease, substantially in the form attached hereto as Exhibit F, to be
entered into pursuant to the terms of this Agreement for lease by K.A. Steel to the Village of the
Village Lease Parcel.
Village Lease Parcel — an approximately 5 acre portion of the Development Parcel
located west of and adjacent to the Icebox Quarry Parcel and legally described on Exhibit B.
3. ICEBOX QUARRY.
On the Closing Date, K.A. Steel shall convey the Icebox Quarry Parcel to the Village
pursuant to the Deed, substantially in the form attached hereto as Exhibit C, subject to the
following conditions, and such other modifications as may be mutually acceptable to the Parties.
(a) Consideration to K.A. Steel for conveyance of the Icebox Quarry Parcel
shall include, without limitation, compliance by the Village with the terms of this
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Agreement, grant of the Land Bridge Easement and, subject to payment of the Leasehold
Payment as provided in Article 5 of this Agreement, forgiveness and release of K.A.
Steel by the Village of any amounts, including past due rent, which may be previously
owed by K.A. Steel for any use of the Land Bridge Parcel including that associated with
any lease rights associated with such use.
(b) A right of reverter benefiting K.A. Steel, to be exercised in its sole
discretion, requiring removal of all improvements by Village, repair and restoration of
any damage to the property and automatic reconveyance to K.A. Steel of the Icebox
Quarry Parcel, in the event the Village is in default of any of the Village Covenants set
forth in Article 7 of this Agreement.
(c) The right of reverter shall have priority over any subsequent interest and
title shall revert to K.A. Steel free and clear of any subsequent interest in said real estate.
(d) The Deed shall restrict use of the Icebox Quarry Parcel to passive
recreational uses and improvements between the hours of sunrise and sunset limited to
walking trails, restrooms, non - motorized water uses and picnic facilities. Use shall not
include overnight camping, organized sports activities or development and use of
facilities, such as baseball, football, soccer or similar athletic fields or improvements.
K.A. Steel shall have the right to enforce the deed restriction identified in subparagraph
3(d) in any manner permitted at law or in equity, including the right to seek specific
performance. However, violation of the provisions of this subparagraph 3(d) shall not
constitute a default of the Village Covenants and therefore shall not give K.A. Steel a
right of reverter as provided in subparagraph 3(b) above.
(e) The Icebox Quarry shall be conveyed subject to any and all conditions and
restrictions on title except for mortgage liens of a definite or ascertainable amount which
may be removed by payment of money at the time of closing. On the Closing Date, K.A.
Steel shall pay to the Village an amount equal to 100% of the most recently ascertainable
real estate taxes for the Icebox Quarry Parcel, prorated to the Closing Date, such amount
to be reprorated upon receipt of the tax bill for the period up to and including the Closing
Date. The amount attributable to the Icebox Quarry Parcel shall be calculated based on
its acreage as a percentage of the tax parcel of which it is a part. K.A. Steel shall have no
additional liability for outstanding taxes, assessments or other expenses with respect to
the Icebox Quarry Parcel after the Closing Date. The Village shall be responsible for any
such taxes, assessments or other expenses from and after the Closing Date, and shall
immediately reimburse K.A. Steel in the event such taxes, assessments or other expenses
are charges to K.A. Steel including, without limitation, if K.A. Steel receives a tax bill
after the Closing Date which includes the Icebox Quarry Parcel.
(f) Village accepts title to the Icebox Quarry Parcel in AS -IS WHERE -IS
condition without exception, obligation, representation or warranty by K.A. Steel but
subject to the Village's right to investigate the conditions of the Icebox Quarry Parcel
prior to the Closing Date. In the event the Village is not satisfied with the condition of
the Icebox Quarry Parcel then Village shall, prior to the Closing Date, as its sole remedy,
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by written notice to K.A. Steel, waive the provisions of this Agreement related to
conveyance of the Icebox Quarry and this Agreement shall otherwise remain in full force
and effect.
(g) Title shall be granted subject to indemnification by the Village of K.A.
Steel, its owners, officers, employees and agents for any cost, liability, damage or injury
related to the Icebox Quarry Parcel, including any such cost, liability, damage or injury in
any manner related to access on or to the Icebox Quarry, including without limitation
access across the Facility Parcel. Prior to the Closing Date, and for so long as access to
the Icebox Quarry Parcel is achieved through the Development Parcel, the Village shall
provide evidence of and maintain insurance identifying K.A. Steel as an additional
insured covering all such costs, liabilities, damage or injury.
4. VILLAGE LEASE PARCEL.
On the Closing Date, K.A. Steel shall lease the Village Lease Parcel to the Village
pursuant to the Village Lease substantially in the form attached hereto as Exhibit F and subject to
such changes as are mutually agreeable to the Parties. The Lease shall include, without
limitation, the following terms:
(a) Rent shall be $1.00 per year.
(b) Consideration to K.A. Steel for lease of the Village Lease Parcel shall
include, without limitation, compliance by the Village with the terms of this Agreement,
grant of the Land Bridge Easement and forgiveness and release, subject to payment of the
Leasehold Payment as provided in Article 5 of this Agreement, of K.A. Steel by the
Village of any amounts, including past due rent, which may be previously owed by K.A.
Steel for any use of the Land Bridge Parcel including that associated with any lease rights
associated with such use.
(c) The term of the Village Lease shall coincide with the term of K.A. Steel's
lease of the MWRD Parcel 2, including any extension, amendment or renewal of that
MWRD Parcel 2 lease.
(d) Use of the Lease Parcel shall be limited solely to passenger vehicle
parking and passive recreational uses and improvements between the hours of sunrise and
sunset, limited to walking trails, restrooms, non - motorized water uses and picnic
facilities. Use shall not include overnight camping, organized sports activities or
development and use of facilities, such as baseball, football, soccer or similar athletic
fields or improvements.
(e) Termination in the event the Village is in default of this Agreement
including, without limitation, any of the Village Covenants set forth in Article 7 of this
Agreement.
(f) Acknowledgement that the Village Lease does not create a public
easement over all or any portion of the Village Lease Parcel or any access to over or
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across the Village Lease Parcel. The Village Lease shall provide K.A. Steel the right to
prohibit access by the public at least one day per year to the Village Lease Parcel and the
Icebox Quarry Parcel upon 30 days prior written notice to the Village.
(g) The Village shall accept use of the Village Lease Parcel in AS -IS
WHERE -IS condition, without exception, obligation, representation or warranty by K.A.
Steel but subject to the Village's right to investigate the condition of the Village Lease
Parcel prior to entering into the Lease. In the event the Village is not satisfied with the
condition of the Village Lease Parcel then the Village shall, prior to the Closing Date, by
written notice to K.A. Steel, waive the provisions of this Paragraph 4 related to lease of
the Village Lease Parcel and this Agreement shall otherwise remain in full force and
effect.
(h) The Village Lease shall be a true triple net lease and the Village shall be
responsible for all costs and liabilities associated with the Village Lease Parcel, including
without limitation, maintaining the Village Lease Parcel in a safe, clean condition, taxes,
upkeep and any other expenses, related to use of the Village Lease Parcel. The Village
shall indemnify K.A. Steel, its owners, officers, employees and agents for any cost,
liability, damage or injury related to the Village Lease Parcel including any such cost,
liability, damage or injury in any manner related to access on or to the Village Lease
Parcel by the public, Village employees or any other party, including, without limitation,
access across the Facility Property. Prior to the Closing Date and for the term of the
Lease, the Village shall provide evidence of and maintain insurance identifying K.A.
Steel as an additional insured covering all such liabilities in form and amounts reasonably
acceptable to the Parties.
5. LAND BRIDGE.
On the Closing Date, Village shall grant an irrevocable perpetual easement to K.A. Steel
over the Land Bridge Parcel pursuant to the Land Bridge Easement Agreement, substantially in
the form attached hereto as Exhibit D and subject to such changes as are mutually acceptable to
the Parties, which agreement shall include, without limitation, the following conditions:
(a) The easement shall be exclusive except as to rights heretofore granted
over the Land Bridge Parcel.
(b) The easement shall run with ownership of the Central Parcel and shall
inure to the benefit of K.A. Steel, its successors and assigns (collectively, the
"Beneficiaries).
(c) Use including pedestrian, vehicular (including, without limitation,
automotive, truck and train), ingress, egress, parking and use, utility, infrastructure,
including without limitation, stormwater and other permitted discharge, improvements,
and their construction, operation, maintenance, repair and replacement, stormwater
discharge to the I &M Canal, and improvements and any other use associated therewith
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and with operation and use of the Plant and the Facility Property by the Beneficiaries,
their successors, assigns, grantees and invitees.
(d) K.A. Steel shall be responsible for maintenance and repair on the Land
Bridge Parcel of the existing surface improvements which provide roadway access to the
Plant, the railroad spur track and improvements related to permitted discharge from the
Plant. The Village shall be responsible for maintenance, repair and replacement, if
necessary, of all other improvements on the Land Bridge Parcel including, without
limitation, any culverts, infrastructure or other improvements related to the I &M Canal or
pedestrian access.
(e) Subject to the terms of this Agreement, K.A. Steel agrees to pay the
Leasehold Payment to the Village on the Closing Date following receipt by K.A. Steel of
a fully executed copy of the Land Bridge Easement Agreement. The Village agrees that,
subject to the Village's receipt of the Leasehold Payment, K.A. Steel is hereby forgiven
and released from any liability, including past due rent, which may previously have been
owed by K.A. Steel for any use of the Land Bridge Parcel including that associated with
any lease rights associated with such use. There shall be no further charge, rent or fee for
K.A. Steel's use of the Land Bridge Parcel whether pursuant to the Land Bridge
Easement Agreement or otherwise, except as otherwise provided below in this
subparagraph. In the event K.A. Steel terminates the Village Lease, K.A. Steel shall pay
to the Village, on or before January 31 of each calendar year after such termination an
amount equal to the Easement Payment. The Village's remedy for any Easement
Payment which is not paid when due as provided herein shall be payment of prorated
interest on such payment by K.A. Steel at the prime rate.
6. TERRITORIAL JURISDICTION.
(a) Pursuant to the right of reverter in the Deed, and the termination
provisions in the Village Lease, the Parties have agreed that the Village Lease Parcel
shall not be annexed into the Village without the specific written approval of K.A. Steel.
K.A. Steel will therefore cooperate with the Village, but without cost to K.A. Steel, to
allow the Village pursuant to Division 4, Territorial Jurisdiction, of Article 5 of the
Illinois Municipal Code or pursuant to an Intergovernmental Agreement between Cook
County and the Village to allow the Village to operate the Lease Parcel and Icebox
Quarry Parcel for the use of the public as provided in this Agreement and to exercise
police power jurisdiction over same. The Village agrees it shall not exercise such
extraterritorial jurisdiction over such parcels unless the Village is the fee simple owner of
the Icebox Quarry Parcel and the Village Lease is in full force and effect.
(b) The Parties acknowledge that the Village's use of the Icebox Quarry Parcel
and the Lease Parcel are intended to cause members of the general public to use these
parcels for passive recreational uses. The Village shall take all actions reasonably
necessary to prohibit members of the general public using the Icebox Quarry Parcel and
the Village Parcel from trespassing or otherwise entering onto any portion of the Facility
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Property, except for the Icebox Quarry Parcel and the Village Lease Parcel and the access
road, pursuant to access rights previously granted.
7. VILLAGE COVENANTS.
As a material inducement to K.A. Steel's entering into this Agreement, and fulfilling its
obligations hereunder, the Village hereby represents, warrants, covenants and agrees that it shall
not, directly or indirectly:
(a) Cause the rezoning or condemnation of all or any portion of the Facility
Property or annexation to the Village of any unincorporated portion of such property,
other than the Icebox Quarry Parcel, without the specific prior written consent of K.A.
Steel.
(b) Adopt or impose any tax, fee or similar charges on the Facility or the
operation of the Plant unless such tax, fee or charge is (i) in effect as of the date of this
Agreement, or (ii) if not otherwise in violation of any other provision of this Agreement,
applies to all properties in the Village and does not specifically, or as a practical matter,
primarily apply to the Facility or similar industries or businesses in the Village.
(c) Take any action, except for adoption and enforcement of national building
codes, which would impede the operation of the Plant, as the same may be altered and
improved, including, without limitation, establishing or enforcing any restriction on:
(i) Beneficiaries, or their successors, assigns guests and invitees, cars,
trucks, trains, or other vehicles accessing the Plant, parking, vehicular
movements, including relocation and turn arounds, on the Facility Property
including, without limitation, the entrance drive from Main Street to the Land
Bridge Parcel.
(ii) weight limits, hourly restrictions or other limitations on roadways
providing access to the Facility.
(iii) hours, type and method of operation, including performance
standards or restrictions on materials, products or operation which exceed those
adopted by the Illinois Environmental Protection Agency and applicable to the
Plant.
(d) Take any action which could now or in the future:
(i) induce or assist any entity or individual, other than K.A. Steel, to
lease or acquire an interest in all or any portion of the MWRD Parcels;
(ii) adversely impact K.A. Steel's use of the MWRD Parcels, including
MWRD's entering into additional leases of the MWRD Parcel 1 or MWRD
Parcel 2 to K.A. Steel, or extending the term of or renewing K.A. Steel's
easement over the MWRD Easement Parcel; or
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(iii) adversely impact K.A. Steel's right to use water from Consumers
Quarry in the operation of the Plant without fee, tax, or other cost, except for
payment to MWRD pursuant to K.A. Steel's existing easement for the MWRD
Easement Parcel.
It is agreed by the Parties that the Village's violation of any of the matters set forth in this
Article 7 (collectively, the "Village Covenants ") shall be a default under this Agreement.
Upon such a default, K.A. Steel may, in its sole discretion, in addition to any other
remedy which they may have at law or in equity, cause title to the Icebox Parcel to revert
to K.A. Steel, and cause the Lease, and all of the Village's and the public's rights of
access and use of the Facility Property established pursuant to or in connection with this
Agreement, to terminate. The provisions of this Article shall survive termination of this
Agreement.
8. STORMWATER IMPROVEMENTS.
Stormwater drainage from parcels, other than the Facility Property, is adversely
impacting the Development Parcel including the Lease Parcel and Icebox Quarry parcel. Within
60 days of the date of this Agreement, the Village Engineer will prepare and deliver to K.A.
Steel plans for repair of the stormwater management system both on and affecting the
Development Parcel and necessary land repairs associated therewith (the "Stormwater Plans ").
The Stormwater Plans shall provide for repair and restoration of drainage on the Development
Parcel to the same or better condition as existed prior to construction of those subdivisions and
be subject to reasonable approval by K.A. Steel. Within 12 months of K.A. Steel's approval of
the Stormwater Plans, the Village shall complete all improvements identified on the Stormwater
Plans, without cost to K.A. Steel. K.A. Steel shall cooperate with the Village, without cost, to
obtain any permits or other approvals necessary to complete construction of the improvements
identified on the Stormwater Plans. If the approved Stormwater Plans provide for repair or
restoration of the existing culverts under the railroad tracks, located on the Development Parcel
west of the Village Lease Parcel, K.A. Steel will, at the Village's request, remove, reinstall or
modify the railroad tracks to the extent necessary for such repair or restoration. The Village
shall not remove or reinstall the rail tracks without the prior written approval of K.A. Steel.
9. LAND BRIDGE AND ENTRANCE IMPROVEMENTS.
The Village desires to make improvements to the Land Bridge Parcel and the entrance to
the Central Parcel. If the Village decides to make such improvements, then the Village, at its
sole cost, shall prepare plans (the "Entrance Plans ") for such improvements which shall not
adversely impact K.A. Steel's use of those parcels and shall be subject to K.A. Steel's reasonable
approval. Upon approval of the Entrance Plans the Village may construct, at the Village's sole
cost, the improvements identified on those plans, subject to the following:
(a) Trucks, vehicular, train and pedestrian access to the Plant shall be
maintained at all times, except that, with 10 days prior written notice, Village may, on a
one -time basis, restrict train access to the Plant for a period not to exceed a total of 7
days.
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(b) The improvements pursuant to the Entrance Plans shall be at the Village's
sole cost, expense and risk, except that during the foregoing 7 day period, K.A. Steel will,
at the Village's request, remove and reinstall the rail tracks. Village shall not remove or
reinstall the rail tracks without the prior written approval of K.A. Steel.
(c) The Parties shall cooperate in entering into a construction easement to
allow for the Village's construction of the improvements identified on the approved
Entrance Plans subject to the terms of this Agreement. In order to minimize adverse
impact on Plant operations such construction shall be scheduled to take place from
November 2004 to March 2005 and the Village will take all actions reasonably necessary
to expedite completion of those improvements.
10. ENTRANCE ROAD.
(a) Access to the Facility Property is established pursuant to the Entrance
Road which begins on the Development Parcel and continues on an easement (granted
pursuant to an exclusive Easement Agreement by and between K.A. Steel and Vulcan
Materials Company dated February 1, 1963 and Recorded March 12, 1963 as Document
18740403) to Main Street as identified on the Site Plan. Nothing in this Agreement shall
restrict the right of K.A. Steel to use and control the Entrance Road, or to park,
maneuver, turnaround and operate Plant trucks, cars and other machinery thereon. Any
use of the Entrance Road by the Village or the public shall be at their sole risk. K.A.
Steel agrees to allow, and the Village agrees that it shall, maintain, improve and exercise
police control over the Entrance Road to the level it deems necessary for use and access
by the Village and the public of the Icebox Quarry Parcel and the Village Lease Parcel,
unless and except to the extent to which K.A. Steel reasonably determines that such
maintenance, improvement or exercise of police jurisdiction adversely impacts K.A.
Steel's use of the Plant and Facility Property. The Parties acknowledge that the use of the
Entrance Road and the railroad spur tracks on the Development Parcel to benefit and
service the Plant shall have priority over any use thereof pursuant to this Agreement and
shall take all actions reasonably necessary to maintain the full use of such access by the
Plant.
(b) On or before June 1, 2004, K.A. Steel shall relocate the scale station and
related scale station improvements located on the Entrance Road to the Central Parcel, at
K.A. Steel's cost. Following such relocation, K.A. Steel shall restore that portion of the
Entrance Road impacted by such relocation to a condition similar to the condition of the
remainder of the Entrance Road.
11. PARK DEDICATION.
The Village, in appreciation for the land rights granted by K.A. Steel pursuant to this
Agreement and the many contributions of the Steel family and K.A. Steel to the community, has
agreed that the Icebox Quarry Parcel and Lease Parcel shall be named and identified on all
Village documentation, notices or signage relating to those parcels as the "Kenneth A. Steel Sr.
Memorial Park" for the term of the Lease.
11
- CHGO2:20107135.v10
12. MUTUAL ASSISTANCE.
The Village and K.A. Steel agree to do all things necessary or appropriate to carry out,
and to aid and assist each other in carrying out, the terms of this Agreement and in implementing
the Parties' intent, as reflected by the terms of this Agreement, including, without limitation, the
giving of such notices, the holdings of such public hearings, the enactment by the Village of such
resolutions and ordinances and the taking of such actions as may be necessary to enable the
Parties compliance with the terms and provisions of this Agreement and as may be necessary to
give effect to the terms and provisions of this Agreement and the Parties intentions as reflected
by the terms of this Agreement.
13. NOTICES.
Any notice to be given or served hereunder or under any document or instrument
executed pursuant hereto shall be in writing and shall be (i) delivered personally, with a receipt
requested therefor; or (ii) sent by telecopy facsimile; or (iii) sent by a recognized overnight
courier service; or (iv) delivered by United States registered or certified mail, return receipt
requested, postage prepaid. All notices shall be 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 telecopy facsimile; (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 telecopy facsimile shall be subsequently confirmed by U.S.
certified or registered mail.
All notices to the Village shall be sent to:
With a copy to:
Village of Lemont
418 Main Street
Lemont, Illinois 60439
Attn: Village Manager
John Antonopoulos
Antonopoulos & Virtel PC
15419 East 127th Street, Suite 100
Lemont, Illinois 60439
All notices to K.A. Steel shall be sent to:
K.A. Steel Chemicals, Inc.
15185 Main Street
P. O. Box 729
Lemont, Illinois 60439
Attn: President
12
- CHG02:20107135.v 10
With a copy to:
Mark A. Gershon, Esq.
Piper Rudnick
203 North LaSalle Street
Chicago, Illinois 60601 -1293
14. DEFAULT/REMEDIES.
The failure of a Party to materially comply with its obligations under this Agreement or
the material breach of any representation or warranty of a Party hereunder shall constitute a
default by such Party. The Party claiming the occurrence of such default shall notify the other
Party of same and shall demand performance by giving the defaulting Party a thirty (30) day
written notice specifying the default and this Agreement shall, after such thirty (30) day period,
automatically terminate or the non - defaulting Party may file an action for specific performance
unless, within such thirty (30) day period (a) the defaulting Party, (i) cures such default, or
(ii) commences action to cure such default and completes the curing of such default within a
reasonable time or (b) the Party claiming default, by written notice to the defaulting Party, either
waives the default or grants the defaulting Party a longer period to cure.
15. MISCELLANEOUS.
(a) Governing Law. This Agreement shall be governed by the laws of the
State of Illinois.
(b) Integration. This Agreement contains the entire agreement of the Parties
with respect to the transactions contemplated by this Agreement. All prior agreements,
negotiations, and understandings with respect to those transactions are expressly merged
herein and superseded hereby.
(c) Amendment. This Agreement may be amended by, and only by, a
written instrument authorized in accordance with law and signed by both Parties.
(d) Successors and Assigns. This Agreement shall inure to the benefit of,
and be binding upon: (i) the Village and any successor corporate authorities of the
Village; and (ii) K.A. Steel and its successors and, only if and when expressly designated
in writing as such by K.A. Steel in its sole discretion, K.A. Steel's grantees, lessees and
assigns.
(e) Construction. Section or other headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or interpretation
of this Agreement.
(f) Time is of the Essence. Time is of the essence of this Agreement and of
each and every provision hereof.
(g) Exhibits. The Exhibits attached hereto are made a part hereof.
13
- CHGO2:20107135.v 10
(h) Tax Division. The Village shall be responsible for taking all actions
necessary to obtain a tax division which provides separate tax parcels for the Icebox
Quarry Parcel, the Village Lease Parcel and any remaining portions of the Facility which
were previously included in the tax parcels which include the Icebox Quarry Parcel or the
Village Lease Parcel. K.A. Steel shall cooperate with the Village in obtaining said tax
division, including providing legal descriptions and a tax division map for the affected
parcels.
14
- CHGO2:20107135.v10
IN WITNESS WHEREOF, the Village and K.A. Steel have executed this
Agreement, as of the date first above written.
VILLAGE OF LEMONT, an
Illinois Municipal Corporation
r--
Bv:
President
Approved by [Resolution/Ordinance] No. 12 -'71 c3 of the Village of Lemont this
...1.4 `day of r , 2003.
K.A. STEEL CHEMICALS, INC., a
Delaware Corporation
By:
Name:
Its:
15
- CHGO2:20107135.v10
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 John F. Piazza and Charlene Smollen, personally known to me to be the Village
President and Village Clerk, respectively, of the Village of Lemont, 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 Clerk, they signed
and delivered the said instrument as such President and Clerk of said Village, and caused the
corporate seal of said Village to be affixed thereto, pursuant to authority given by the Board of
Trustees of said Village, as their free and voluntary act, and as the free and voluntary act and
deed of said Village, for the uses and purposes therein set forth.
Given under my hand and official seal, this „ t)l"`� day o, 2003.
16
- CHGO2:20107135.v10
OFFICIAL Sb.AL
ROMAN'
NOTARY PUBLIC. E °sa' » iL� �NOIS
MY COMMISB'ON, wX,PME ;s ,M 2004
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 authorized signatory
of K.A. Steel Chemicals, Inc., a Delaware corporation and personally known to me to be the
same person whose name is subscribed to the foregoing instrument, appeared before me this day
in person and acknowledged that he /she signed and delivered the said instrument as his /her free
and voluntary act, and as the free and voluntary act and deed of said company, for the uses and
purposes therein set forth.
Given under my hand and official seal, this day of , 2003.
17
- CHGO2:20107135.v10
Notary Public
EXHIBIT A —
EXHIBIT B —
EXHIBIT C —
EXHIBIT D —
EXHIBIT E —
EXHIBIT F —
- CHGO2:20107135.v10
TABLE OF EXHIBITS
Site Plan
Facility Property Legal Descriptions
1. Central Parcel
2. Development Parcel
3. MWRD Parcel 1
4. MWRD Parcel 2
5. MWRD Easement Parcel
6. Village Lease Parcel
7. Icebox Quarry Parcel
Deed
Land Bridge Easement Agreement
Land Bridge Parcel Legal Description
Village Lease
18
EXHIBIT A
EXHIBIT B [PENDING FINAL SURVEYOR REVIEW]
FACILITY PROPERTY LEGAL DESCRIPTIONS
CENTRAL PARCEL
THAT PART OF THE WEST 1/2 OF SECTION 21. TOWNSHIP 37 NORTH. RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN.
IN THE COUNTY OF COOK, STATE OF ILLINOIS.
EXCEPT THAT PART OF SAID WEST 1/2 OF SECTION 21 WHICH LIES NORTHWEST OF A UNE 450 FEET NORTHWEST OF AND
PARALLEL WITH THE NORTHWEST LINE OF THE IWNOIS ANO MICHIGAN CANAL;
ANO EXCEPT THE ILUNOIS AND MICHIGAN CANAL (BEING THAT PART OCCUPIED BY THE CANAL AND A STRIP 90 FEET WIDE
ON EITHER SIDE THEREOF)
AND EXCEPT THAT PART OF THE NORTHWEST 1/4 OF SAID SECTION 21, DESCRIBED AS FOLLOWS: BEGINNING AT THE
INTERSECTION OF THE EAST LINE OF SAO NORTHWEST 1/4 AND THE NORTHERLY RESERVE LINE OF THE ILLINOIS AND
MICHIGAN CANAL; THENCE SOUTHWESTERLY ON SAID NORTHERLY RESERVE UNE OF THE ILUNOIS AND MICHIGAN CANAL.
1,935 FEET; THENCE NORTHWESTERLY TO A POINT IN A LINE 450 FEET NORTHWESTERLY OF ANO PARALLEL WITH SAID
NORTHERLY UNE. 500 FEET NORTHEASTERLY OF THE WEST UNE Of SAID NORTHWEST 1/4 OF SECTION 21 (AS MEASURED
ON SAID PARALLEL UNE); THENCE NORTHEASTERLY IN SAID PARALLEL UNE (PARALLEL UNE BEING 450 FEET NORTHWESTERLY
OF SAW NORTHERLY RESERVE LINE TO SAID EAST LINE OF THE NORTHWEST 1/4 OF SECTION 21; THENCE SOUTH ON THE
EAST UNE OF SAID NORTHWEST 1/4 OF SAID SECTION 21 TO THE PLACE OF BEGINNING;
ANO EXCEPT THAT PART OF THE WEST 1/2 OF SAID SECTION 21. TOWNSHIP 37 NORTH, RANGE 11 EAST OF THE THIRD
PRINCIPAL MERIDIAN. WHICH LIES SOUTH OF THE SOUTHERLY LINE OF THE SOUTHERLY RESERVE STRIP ON THE IWNOIS
AND MICHIGAN CANAL.
DEVELOPMENT PARCEL
THE WEST HALF OF SECTION 21. TOWNSHIP 37 NORTH. RANGE 11 EAST OF THE THIRD PRINCIPAL NERIOIAN, LYING SOOTN
OF THE SOUTH LINE OF INC 90 FOOT RESERVE STRIP, SOUTH OF THE ILLINOIS AND MICHIGAN CANAL EXCEPTING
THEREFROM THAT PART OF THE WEST HALF OF SAW SECTION 21. TOWNSHIP 37 NORTH, RAKE 11 EAST OF THE THIRD
PRINCIPAL MERIDIAN, WHICH LIES SOUTH OF THE NORTHERLY RIGHT OF WAY UNE OF THE CHICAGO AND ALTON RAILROAD
COMPANY, IN COOK COUNTY, ILLINOIS.
MWRD PARCEL 1:
THAT PORTION Of LOT 201 OF THE SANITARY DISTRICT SUBDIVISION OF THE RIGHT OF WAY FROM THE NORTH *NO SOUTH
CENTER LINE OF SECTION 30. TOWNSHIP 39 NORTH. RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN TO THE WILL COUNTY
LINE. BOUNDED AND DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF LOT 201. THENCE NORTH ON THE
WEST UNE OF SECTION 21, TOWNSHIP 37 NORTH. RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN TO THE INTERSECTION
WITH A LINE PARALLEL WITH AND 90 FEET NORMALLY DISTANT SOUTHEASTERLY FROM THE CENTER UNE OF INC MAIN CHANNEL:
THENCE NORTHEASTERLY. ON SAID PARALLEL 80 FOOT UNE A DISTANCE OF 975 FEET; THENCE SOUTHEASTERLY ALONG A
LINE NORMAL TO THE CENTER LINE OF THE MAIN CHANNEL, TO A UNE PARALLEL WITH AND 2110 FEET NORMALLY DISTANT
SOUTHEASTERLY FROM THE CENTER LINE OF THE MAIN CHANNEL; THENCE SOUTHWESTERLY. ALONG THE LAST MENTIONED
PARALLEL LINE FOR A DISTANCE OF 706.01 FEET; THENCE SOUTHEASTERLY ALONG A LINE NORMAL TO THE CENTER LINE OF
THE MAIN CHANNEL TO A POINT 450 FEET NORTHWESTERLY ANO NORMAL TO THE NORTHWESTERLY LINE OF THE ILLINOIS AND
MICHIGAN CANAL RIGHT OF WAY THENCE SOUTHWESTERLY TO THE POINT OF BEGINNING, IN COOK COUNTY. ILLINOIS.
MWRD PARCEL 2
(TO BE DEVELOPED)
MWRD EASEMENT PARCEL.
THAT PART OF THE NORTHWEST 1/4 OF SECTION 21, TOWNSHIP 37 NORTH. RANGE 11 EAST OF THE THIRD PRINCIPAL MERIONN, AND PART OF
LOT 201 OF THE SANITARY DISTRICT SUBDIVISION OF THE RIGHT OF WAY FROM THE NORTH *NO SOUTH CENTER UNE OF SECTION 30. TOWNSHIP
39 NORTH. RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN TO THE WILL COUNTY UNE DESCRIBED AS FOLLOWS:
COMMENCING AT THE SOUTHWEST CORNER OF SAID LOT 201; THENCE NORTHEASTERLY. ALONG THE SOUTH LIE OF SAID LOT 201. (SAO SOUTH
LINE OF LOT 201 BEING 450 FEET NORTHWESTERLY AND NORMALLY DISTANT FROM THE NORTHERLY LINE OF THE IWNOIS AND MICHIGAN CANAL
RESERVE STRIP) A DISTANCE OF 500 FEET TO THE POINT OF BEGINNING OF THE LAND HEREINAFTER DESCRIBED:
THENCE NORTH 21 DEGREES 45 MINUTES 38 SECONDS WEST, A DISTANCE or 365.02 FEET TO A POINT ON A LINE THAT IS 280 FEET NORMALLY
DISTANT SOUTHEASTERLY FROM THE MAIN CHANNEL OF INC SANITARY DRAINAGE ANO SHIP CANAL;
THENCE NORTH 68 DEGREES 14 MINUTES 22 SECONDS EAST ALONG SAW PARALLEL LINE A DISTANCE OF 228.05 FEET TO THE POINT OF
INTERSECTION OF SAID PARALLEL UNE WITH THE FACE OF OUARRY; THENCE ALONG THE FOLLOWING 19 COURSES. APPROXIMATING THE FACE OF
OUARRY AS OF SEPTEMBER 10. 1997.
1 SOUTH 47 DEGREES 10 MINUTES 42 SECONDS WEST. 76.12 FEET;
2 THENCE SOUTH 46 DEGREES 31 MINUTES 45 SECONDS WEST, 17.16 FEET;
3 THENCE SOUTH 36 DEGREES 19 MINUTES 48 SECONDS WEST. 15.42 FEET;
4 THENCE SOUTH 8 DEGREES 31 MINUTES 14 SECONDS WEST. 22.23 FEET;
5 THENCE SOUTH 20 DEGREES • MINUTES 17 SECONDS EAST. 57.27 FEET;
6 THENCE SOUTH 14 DECREES 8 MINUTES 5 SECONDS EAST, 32.46 FEET;
7 THENCE SOUTH 9 DEGREES 4 MINUTES 22 SECONDS EAST. 35.06 FEET:
8 THENCE SOUTH 29 DEGREES 44 MINUTES 11 SECONDS EAST. 81.62 FEET;
9 THENCE SOUTH 10 DEGREES 54 MINUTES 54 SECONDS EAST. 5.38 FEET;
10 THENCE SOUTH 12 DEGREES 28 MINUTES 53 SECONDS EAST, 14.07 FEET;
11 THENCE SOUTH 26 DEGREES 18 MINUTES 20 SECONDS EAST. 19.22 FEET;
12 THENCE SOUTH 13 DEGREES 42 MINUTES 50 SECONDS WEST. 16.06 FEET;
13 THENCE SOUTH 7 DEGREES 46 MINUTES 25 SECONDS WEST, 46.71 FEET;
15 THENCE SOUTH 11 DEGREES 17 MINUTES 35 SECONDS EAST. 59.78 FEET;
12 THENCE SOUTH 29 DEGREES 59 MINUTES 38 SECONDS WEST. 5.10 FEET;
16 THENCE SOUTH 29 DEGREES 24 MINUTES 17 SECONDS EAST. 9.09 FEET;
17 THENCE SOUTH 13 DEGREES 33 MINUTES 21 SECONDS WEST, 19.24 FEET;
18 THENCE SOUTH 40 DEGREES 10 MINUTES 05 SECONDS EAST. 17.34 FEET;
19 THENCE SOUTH 15 DEGREES 14 MINUTES 31 SECONDS EAST. 23.33 FEET
TO A POINT ON A LINE, SAID LINE CONNECTING THE POINT OF BEGINNING HUMP/BEFORE DESCRIBED TO A PONT ON THE NORTHERLY UNE OF
THE 1LIN015 AND MICHIGAN CANAL RESERVE UNE THAT IS 1.935 FEET SOUTHWESTERLY OF (AS MEASURED ALONG THE NORTHERLY LINE Of
SAID RESERVE STRIP) THE INTERSECTION OF THE NORTHERLY UNE OF SAID RESERVE STRIP WITH THE EAST LINE OF THE NORTHWEST 1/4 OF
SAID SECTION 21; THENCE NORTH 47 DEGREES 54 MINUTES 57 SECONDS WEST ALONG SAID UNE A DISTANCE OF 132.38 FEET TO THE POINT Of
BEGINNING. AND CONTAINING 46.872 SOUARE FEET. IN C00K COUNTY. ILLINOIS.
VILLAGE LEASE PARCEL - (PART OF PARCEL 5)
THAT PART OF THE EAST HALF OF THE NORTHWEST QUARTER OF SECTION 21, TOWNSHIP 27 NORTH, RANGE 11
EAST OF THE THIRD PRINCIPAL MERIDIAN. DESCRIBED AS FOLLOWS:
COMMENCING AT THE INTERSECTION OF THE NORTHERLY UNE OF THE CHICAGO AND ALTON RAILROAD COMPANY
RIGHT OF WAY AND THE EAST UNE OF THE NORTHWEST QUARTER OF SECTION 21;
THENCE NORTH 0 DEGREES 05 MINUTES 35 SECONDS WEST ALONG THE EAST UNE OF THE NORTHWEST QUARTER OF
SECTION 21. 508.63 FEET TO THE SOUTHERLY UNE OF THE SOUTHERLY 90 FOOT RESERVE STRIP OF THE
ILLINOIS AND MICHIGAN CANAL;
THENCE SOUTH 68 DECREES 20 MINUTES 10 SECONDS WEST ALONG THE SOUTHERLY UNE OF THE SOUTHERLY
90 FOOT RESERVE STRIP 591.00 FEET TO THE POINT OF BEGINNING;
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 COMMENCEMENT (AS MEASURED ALONG THE NORTHERLY RIGHT OF WAY UNE);
THENCE SOUTH 71 DEGREES 20 MINUTES 07 SECONDS WEST ALONG THE NORTHERLY UNE OF THE RAILROAD RIGHT
OF WAY. 693.75 FEET;
THENCE NORTH 0 DEGREES 05 MINUTES 35 SECONDS WEST, ALONG A UNE PARALLEL WITH THE FAST UNE OF THE
NORTHWEST OUARTER OF SECTION 21. 460.20 FEET TO THE SOUTHERLY UNE OF THE SOUTHERLY 90 FOOT RESERVE
STRIP OF THE ILUNOIS AND MICHIGAN CANAL.;
THENCE NORTH 68 DEGREES 20 MINUTES 10 SECONDS EAST. ALONG THE SOUTHERLY UNE. 286.38 FEET TO THE
POINT OF BEGINNING. CONTAINING 5.00 ACRES. IN COOK COUNTY, ILUNOIS.
ICEBOX QUARRY PARCEL - (PART OF PARCEL 5)
THAT PART OF THE EAST HALF OF THE NORTHWEST QUARTER OF SECTION 21. TOWNSHIP 27 NORTH, RANGE 11
EAST OF THE THIRD PRINCPAL MERMAN, DESCRIBED AS FOLLOWS:
BEGINNING AT THE INTERSECTION OF THE NORTHERLY UNE OF THE CHICAGO AND ALTON RAILROAD COMPANY
RIGHT OF WAY AND THE FAST LINE OF THE NORTHWEST OUARTER OF SECTION 21;
THENCE NORTH 0 DEGREES 05 MINUTES 35 SECONDS WEST ALONG THE EAST UNE OF THE NORTHWEST QUARTER Of
SECTION 21. 508.63 FEET TO THE SOUTHERLY UNE 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 UNE OF THE SOUTHERLY
90 FOOT RESERVE STRIP 591.00 FEET;
THENCE SOUTH 48 DECREES 43 MINUTES 48 SECONDS EAST, 521.37 FEET TO A POINT ON INC 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 PONT OF BEGINNING, CONTAINING 4.0737 ACRES, IN COOK COUNTY, ILLINOIS.
EXHIBIT C
This space reserved for Recorder's use only.
SPECIAL WARRANTY DEED
This Special Warranty Deed, made as of the 22 day of Leir_; 2003, between
K.A. STEEL CHEMICALS, INC., a Delaware corporation ( "Granto "), and VILLAGE OF
LEMONT, an Illinois municipal corporation ( "Grantee "), WITNESSETH, that Grantor, for and
in consideration of the sum of Ten and 00 /100 Dollars ($10.00) and other good and valuable
consideration in hand paid by Grantee, the receipt and sufficiency whereof is hereby
acknowledged, by these presents does REMISE, RELEASE, ALIEN AND CONVEY unto
Grantee and its successors and assigns, all the real estate legally described on Exhibit A attached
hereto and made a part hereof, situated in the County of Cook and State of Illinois, subject to (i)
any and all conditions and restrictions affecting title to said real estate as of the date hereof,
including, without limitation, those matters described on Exhibit B attached hereto and made a
part hereof, and (ii) the deed restrictions set forth on Exhibit C attached hereto and made a part
hereof.
Together with all and singular the appurtenances thereunto belonging, or in anywise
appertaining, and the rents, issues and profits thereof, and, without limiting the deed restrictions
contained on Exhibit C attached hereto, all the estate, right, title, interest, claim or demand
whatsoever, of Grantor, either in law or equity, of, in and to the above described premises, with
the appurtenances:
TO HAVE AND TO HOLD the said premises as above described, with the
appurtenances, unto the Grantor.
And Grantor, for itself, and its successors, does covenant, promise and agree to and with
Grantee, and its successors, that it has not done or suffered to be done, anything whereby the said
premises hereby granted are, or may be, in any manner encumbered or charged, except as herein
recited; and that it WILL FOREVER DEFEND, the said premises against all persons lawfully
— CHGO2:20110628.v2
claiming, or to claim the same, by, through or under it, subject only to those matters described on
Exhibits B and C attached hereto and made a part hereof by this reference.
IN WITNESS WHEREOF, Grantor has caused this Special Warranty Deed to be
executed in its name to be signed to these presents by its authorized representative, the day and
year first above written.
This Instrument Prepared by and
after Recording Return to:
Mail Future Tax Bills to:
-- CHGO220110628.v2
K.A. STEEL CHEMICALS, INC., a Delaware
corporation
By:
Name:
Its:
Mark A. Gershon, Esq.
Piper Rudnick
203 North LaSalle Street
Chicago, Illinois 60601
Village of Lemont
418 Main Street
Lemont, Illinois 60439
Attention: Village Manager
2
STATE OF )
) SS.
COUNTY OF )
I, , a Notary Public in and for said County in the State
aforesaid, do hereby certify that , the of
K.A. Steel Chemicals, Inc., a Delaware corporation, personally known to me to be the same
person whose name is subscribed to the foregoing instrument, appeared before me this day in
person and acknowledged that he /she signed and delivered such instrument as his /her own free
and voluntary act and as the free and voluntary act of said corporation, and in the capacity set
forth therein.
GIVEN under my hand and notarial seal this _day of , 2003.
My Commission expires:
3
-- CHGO2:20110628.v2
Notary Public
EXHIBIT A
LEGAL DESCRIPTION OF ICEBOX QUARRY PARCEL
A -1
- CHG02:20110628.v2
EXHIBIT B
PERMITTED EXCEPTIONS
B -1
- -CHG02:20110628.v2
EXHIBIT C
DEED RESTRICTIONS
These Deed Restrictions (hereinafter defined) are attached to and made a part of that
certain Special Warranty Deed ( "Deed ") wherein K.A. STEEL CHEMICALS, INC., a
Delaware corporation ( "Grantor ") is the grantor and VILLAGE OF LEMONT, an Illinois
municipal corporation ( "Grantee ") is the grantee, pursuant to which Grantor conveys to Grantee
that certain real property located in the Village of Lemont, County of Cook and legally described
in the foregoing Exhibit A to the Deed ( "Property "). Grantee covenants, agrees and
acknowledges, by its acceptance and recordation of the Deed, that Grantee hereby takes title to
the Property subject to the following reservations, covenants, restrictions, conditions and other
provisions (collectively, the "Deed Restrictions "), which shall be binding upon Grantee and its
successors and assigns, including, without limitation, any successor owners, tenants and other
occupants or users of the Property:
1. Use Restriction. The Property shall be used solely for the limited purpose of
permitting the public to conduct passive recreational uses thereon, with such passive recreational
uses being limited to walking trails, restroom facilities, non - motorized water uses and picnic
facilities and only during the hours from sunrise to sunset, and for no other purpose.
Notwithstanding the foregoing, Grantee shall not make, or permit to be made, any use of the
Property for overnight camping, organized sports activities (including, without limitation,
baseball, football and soccer) or for the development and/or use of facilities, fields or
improvements related to such organized sports activities.
2. Title Reverting to Grantor.
(a) Reference is hereby made to that certain Agreement dated
, 2003 between Grantor and Grantee (as amended from time to time,
and recorded on , 2003 as document no. , with the Cook
County Recorder of Deeds the "Agreement "). If Grantee defaults at any time in any of
its covenants contained in Article 7 of the Agreement, then without limiting any other
rights or remedies that Grantor may have under the Agreement on account of such
default, upon notice ( "Grantor's Reverter Notice ") by Grantor to Grantee of such
default and that Grantor desires to invoke the reverter right contained in this Section 2,
the Property shall be automatically reconveyed to Grantor, its successors or assigns and
fee simple title to the Property shall then be held by Grantor free and clear of all Deed
Restrictions contained in this Exhibit C and subject only to those encumbrances of record
which exist as of the date of the Deed. Upon such reconveyance of the Property under
this Section 2(a), any and all encumbrances of record and other matters which arise after
the date of this Deed (other than those which Grantor, in Grantor's Reverter Notice,
specifically agrees shall be permitted to continue to encumber the Property) shall be
automatically terminated, released and of no further force and effect. Without limiting
the foregoing provisions of this Section 2, in order to effectuate the reverter provisions of
C -1
- CHGO2:20110628.v2
this Section 2(a), Grantor, its successors and assigns shall have the right (but not the
obligation) to reenter and repossess the Property and bring an action to recover the
Property;
(b) In the event that title to the Property reverts to Grantor, its successors or
assigns pursuant to the provisions of this Section 2, Grantee shall immediately remove
any and all improvements, hazardous wastes or harmful conditions occurring or placed
upon or under the Property from and after the date of the Deed, shall repair and restore
any and all damage or adverse impact to the Property which occurred from and after the
date of this Deed, and shall indemnify, defend and hold Grantor, its successors and
assigns harmless with respect to any claims, damages or liabilities arising with respect
thereto.
Grantor, its successors and assigns shall have the right to enforce the foregoing Deed
Restrictions in any matter permitted at law or in equity, including the right to seek specific
performance.
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EXHIBIT F
This Document Prepared By
and After Recording Return To:
Mark A. Gershon, Esq.
Piper Rudnick
203 North LaSalle Street
Suite 1800
Chicago, Illinois 60601
This space reserved for Recorder's use only.
GROUND LEASE
THIS GROUND LEASE ( "Lease ") is made as of the VZ day of
2003, by and between K.A. STEEL CHEMICALS, INC., a Delawa e corporation
( "Landlord "), and VILLAGE OF LEMONT, an Illinois municipal corporation ( he "Tenant ").
RECITALS:
A. Landlord owns an approximately five (5) acre parcel of unimproved land situated
in the Village of Lemont, Illinois which is legally described on Exhibit A attached hereto (the
"Village Lease Parcel ").
B. Landlord desires to lease to Tenant, and Tenant desires to lease from Landlord,
the Village Lease Parcel, pursuant to the terms and provisions of (i) that certain Agreement
between Landlord and Tenant dated q -ZZ, , 2003 and recorded as document no.
with the Cook County Recorder of Deeds (the "Agreement ") and (ii) this
Lease.
NOW, THEREFORE, in consideration of the promises and agreements set forth herein
and in the Agreement, and for other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, Landlord and Tenant hereby agree as follows:
1. Lease. Landlord hereby leases to Tenant, and Tenant hereby accepts and leases
from Landlord, the Village Lease Parcel, to have and to hold during the Term (as hereinafter
defined), subject to the terms and conditions contained in this Lease.
2. Term.
(a) The term of this Lease (the "Term ") shall commence on , 2003
(the "Commencement Date ") and, unless sooner terminated as provided in this Lease, shall
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expire on the earlier to occur of (i) December 31, 2099; and (ii) the date upon which Landlord no
longer leases the full "MWRD Parcel 2" (as hereinafter defined), whether pursuant to the
"MWRD Parcel 2 Lease" (as hereinafter defined), as same may be extended from time to time,
or otherwise.
(b) For purposes of this Lease, the term "MWRD Parcel 2 Lease" shall mean that
certain Lease Agreement dated July 1, 1966 between the Metropolitan Water Reclamation
District of Greater Chicago, an Illinois municipal corporation ( "MWRD "), as landlord, and
Landlord, as tenant, as amended and supplemented from time to time, pursuant to which MWRD
leases to Landlord that certain land containing approximately 8.24 acres and legally described on
Exhibit B attached hereto ( "MWRD Parcel 2 ").
(c) The term "Lease Year" as used in this Lease shall mean each period of twelve
consecutive calendar months beginning on the Commencement Date.
3. Use of the Village Lease Parcel.
(a) Tenant shall use the Village Lease Parcel solely for the limited purpose of
permitting the public to park passenger vehicles thereon and to conduct passive recreational uses,
with such passive recreational uses being limited to walking trails, restroom facilities, non -
motorized water uses and picnic facilities, during the hours from sunrise to sunset, and for no
other use or purpose. Notwithstanding the foregoing, Tenant shall not make, or permit to be
made, any use of the Village Lease Parcel (i) which, directly or indirectly, is forbidden by law,
code or ordinance or governmental regulation, order, license or permit (collectively "Legal
Requirements "), (ii) which may be dangerous to persons or property, or which may create a
public or private nuisance, or (iii) for overnight camping, organized sports activities (including,
without limitation, baseball, football and soccer) or for development and /or use of facilities,
fields or improvements for such organized sports activities.
(b) Tenant hereby acknowledges and agrees that this Lease does not constitute or
create any easement, gift or dedication in favor of the general public to use all or any portion of
the Village Lease Parcel for access or for any other purpose. The general public's right to use
the Village Lease Parcel shall be solely as an invitee of Tenant hereunder and strictly in
accordance with the terms and provisions of this Lease.
(c) Tenant hereby acknowledges and agrees that, notwithstanding anything to the
contrary contained in this Lease, Landlord shall have the right, upon thirty (30) days' prior
written notice to Tenant, to prohibit the use of the Village Lease Parcel by the general public for
one (1) day during each Lease Year.
4. Alterations.
(a) Tenant shall not make or allow to be made any improvements (including, without
limitation, any paving, addition of asphalt or installation of above - ground or below - ground utility
lines) or physical additions to be made in or to the Village Lease Parcel, without first obtaining
the written consent of Landlord (which consent may be withheld in Landlord's sole and absolute
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discretion). Any improvements or additions consented to by Landlord shall be performed in a
good and workmanlike manner and in accordance with such terms and conditions as may be
imposed by Landlord (including, without limitation, review and approval of plans and
specifications and approval of contractors from time to time). Tenant shall deliver to Landlord a
copy of the "as- built" plans and specifications for all improvements or physical additions so
made in or to the Village Lease Parcel.
(b) Tenant shall indemnify, defend and hold harmless Landlord from and against all
costs (including, without limitation, attorneys' fees and costs of suit), losses, liabilities or causes
of action arising out of, or relating to, any alterations, additions or improvements made by
Tenant or Tenant's contractors to the Village Lease Parcel, including but not limited to any
mechanics' or materialmen's liens asserted in connection therewith.
(c) Should any mechanic's or other liens be filed against any portion of the Village
Lease Parcel (or the improvements thereon), Tenant shall cause the same to be canceled or
discharged of record, or otherwise insured over to Landlord's satisfaction, within ten (10) days
after the filing of any such lien. If Tenant shall fail to so cancel, discharge or insure over said
lien or liens, within said ten (10) day period, Landlord may, at its sole option, cancel or discharge
the same and, upon Landlord's demand, Tenant shall reimburse Landlord for all costs incurred in
cancelling or discharging such liens.
5. Base Rent. Tenant shall pay base rent ( "Base Rent ") to Landlord for the Village
Lease Parcel as provided in this Section. Base Rent for each Lease Year during the Term shall
be in the amount of One and 00 /100 Dollars ($1.00) and shall be payable, in cash, on the first day
of each Lease Year hereunder.
6. Other Rent.
(a) Without limiting the provisions of Section 4 above, Tenant shall be responsible
for arranging for, installing and paying the cost of all utilities (including, but not limited to,
water, gas, electricity, sewers and telecommunications services) supplied to or servicing the
Village Lease Parcel. Tenant shall pay for such utilities directly to the respective providers
thereof. Landlord shall not be liable for any interruption in the supply of any utility to the
Village Lease Parcel, nor shall any such interruption constitute a breach by Landlord of the terms
and conditions of this Lease, or constitute a ground for an abatement of any sum payable by
Tenant under this Lease.
(b) Tenant shall pay before past -due or delinquent, and shall be solely responsible for
the timely payment of, any and all taxes (including, without limitation, all general and special
real estate taxes and assessments), levies, assessments, leasehold assessments and governmental
fees and charges of any and every kind whatsoever (collectively, "Taxes" and including, without
limitation, all parking, franchise, privilege, sale, licensing or similar taxes) levied or assessed
upon or relating in any way to the ownership, leasing, use or operation of the Village Lease
Parcel, for each Lease Year (or portion thereof) during the Term of this Lease. If applicable,
within thirty (30) days from the date of this Lease, Tenant, at its sole cost and expense, shall
apply for a tax division for the Village Lease Parcel such that same is separately assessed. The
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tax division shall be subject to Landlord's review and approval. If Landlord receives any real
estate tax bill related to the Village Lease Parcel or any bill for any Taxes related to the Village
Lease Parcel, and such bill is for a period of time during the Term of this Lease, then Tenant
shall immediately pay to Landlord the prorata portion of the real estate taxes for the Village
Lease Parcel or the applicable portion of any bill for Taxes related to the Village Lease Parcel,
within ten (10) days of delivery by Landlord of a copy of such bill. In the event that any Taxes
are not timely paid, Landlord, at its option, may pay the Taxes and seek recovery from Tenant,
and Tenant shall immediately reimburse Landlord for all such payments including all of
Landlord's costs, penalties and attorneys' fees. All references to Taxes "for" a particular Lease
Year shall be deemed to refer to Taxes levied, assessed or otherwise imposed during such Lease
Year, without regard to which such Taxes are payable.
(c) This Lease is intended to be a "triple net" lease. Without limiting any other
provision of this Lease obligating Tenant to pay any amount or perform any obligation, Tenant
hereby agrees to pay, as additional rent, all costs and expenses of any and every kind whatsoever
in connection with the construction, installation, repair, maintenance, restoration, rebuilding, use,
enjoyment, existence or operation of the Village Lease Parcel and any improvements thereon and
therein from time to time.
7. Rent Generally. Tenant agrees to pay the amounts to be paid by Tenant pursuant
to Sections 5 and 6 above (collectively "Rent ") without deduction or offset at the respective
times set forth herein. The payment of Rent under this Lease is independent of each and every
other covenant contained in this Lease.
8. Maintenance and Repairs; Drainage; Signage.
(a) Tenant shall, at all times during the Term of this Lease and at Tenant's sole cost
and expense, keep the Village Lease Parcel, any improvements thereon and any alterations and
additions thereto, in good order, condition, and repair, and in a clean, slightly, healthful, safe and
secure condition, free of refuse. Tenant shall perform all necessary maintenance and repairs, and
all other maintenance and repairs which are appropriate in the ordinary course of operating a
passive recreational facility. Tenant shall not suffer or permit any waste to occur to the Village
Lease Parcel.
(b) Tenant agrees that it will not create any surface water drainage problems and will,
at its sole cost and expense, correct any such problems it may create as a result of its construction
or activities on the Village Lease Parcel.
(c) Landlord shall maintain any and all roadways and parking areas on the Village
Lease Parcel, including keeping same free of snow and ice.
(d) Any signage on the Village Lease Parcel must be mutually acceptable to Landlord
and Tenant.
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9. Insurance to be Procured and Maintained by Tenant.
(a) Tenant shall, at its sole cost and expense, procure and maintain the following
insurance at all times during the Term and shall verify that every contractor or subcontractor
engaged in the construction or installation of any improvements or alterations at the Village
Lease Parcel or in the maintenance of the Village Lease Parcel has the same coverage (including,
but not limited to, the amount of the limits):
(i) Commercial General Liability insurance including Contractual Liability
with limits of not less than $5,000,000 per location, per occurrence and in the aggregate.
(ii) Workers' compensation insurance in statutory limits with employer's
liability coverage of not less than $500,000 for each injury, $500,000 for each disease,
and $500,000 for the policy limit.
(iii) All -risk insurance for the full replacement cost of any improvements,
fixtures and personal property located on the Village Lease Parcel.
(iv) All such other insurance coverage (if any) as may be required by
Landlord, in its reasonable business judgment, from time to time.
(b) All such insurance shall be in companies with an A.M. Best rating of A -VIII or
better or with such other companies as are reasonably acceptable to Landlord. Such insurance
shall identify Landlord, its parent and affiliates, and such other parties as Landlord may
designate from time to time as additional insureds thereunder (and, in the case of a property
policy, Landlord shall also be identified as a loss payee), and shall contain such deductibles as
Landlord consents to, which consent shall not be unreasonably withheld. All such liability
insurance shall include the condition that it is primary and that any such insurance maintained by
Landlord or any additional insured is excess and non - contributory. All such policies shall
provide that they may not be canceled or altered without at least 30 days' prior written notice to
Landlord and the additional insureds. Tenant shall furnish evidence of such insurance to
Landlord on or before the time Tenant takes possession of the Village Lease Parcel and annually
thereafter, and furnish evidence of each contractor's and subcontractor's insurance to Landlord
on or before such contractor's or subcontractor's entry on the Village Land Parcel.
(c) Tenant agrees to have its all -risk insurance policies endorsed with a clause
providing that any release from liability of, or waiver of claim for recovery from, Landlord
entered into in writing by Tenant prior to any loss or damage shall not affect the validity of said
policy or the right of the insured to recover thereunder. Said insurance shall further provide that
the insurer waives all rights of subrogation which such insurer might have against Landlord.
Without limiting any release or waiver of liability or recovery contained in any other Section of
this Lease, but rather in confirmation and furtherance thereof, Tenant waives all claims for
recovery from Landlord for any loss or damage to any of its property.
10. Licenses, Permits and Governmental Regulation. Tenant shall, at Tenant's
sole cost and expense, obtain and maintain in full force and effect at all times during the Term all
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licenses, permits, approvals or certificates from public agencies or authorities which are required
by Legal Requirements with respect to uses and operations at the Village Lease Parcel. Tenant
shall promptly notify Landlord of any material governmental inquiry or proceeding regarding the
uses and operations of the Village Lease Parcel.
11. Environmental Provisions.
(a) Tenant, at its sole cost and expense, shall conduct and cause all other activities on
the Village Lease Parcel to be conducted in compliance with all Environmental Requirements
(defined below). The term "Environmental Requirements" means all applicable present and
future statutes, laws, regulations, ordinances, rules, codes, standards, judgments, orders or other
similar enactments of any governmental authority or agency regulating or relating to health,
safety, or environmental conditions. This shall include, without limitation, the Comprehensive
Environmental Response, Compensation and Liability Act, the Resource Conservation and
Recovery Act, the Clean Air Act, the Toxic Substances Control Act, the Clean Water Act, the
Emergency Planning and Community Right -to -Know Act, the Occupational Safety and Health
Act, and all state and local counterparts thereto, and any rules, regulations or policies
promulgated or issued thereunder.
(b) Tenant shall not permit or cause any person to bring any Hazardous Material
(defined below) upon the Village Lease Parcel or transport, store, use, generate, manufacture or
release any Hazardous Material in or about the Village Lease Parcel without Landlord's prior
written consent. Tenant, at its sole cost and expense, shall remediate in a manner satisfactory to
Landlord any Hazardous Materials released on or from the Village Lease Parcel in violation of
Environmental Requirements by Tenant, its agents, employees, contractors, subtenants or
invitees. The term "Hazardous Materials" means and includes any substance, material, waste,
pollutant, or contaminant listed or defined as hazardous or toxic under any Environmental
Requirements, asbestos and petroleum, including crude oil or any fraction thereof, natural gas
liquids, liquefied natural gas, or synthetic gas usable for fuel (or mixtures of natural gas and such
synthetic gas).
(c) For purposes of all Environmental Requirements, Tenant is and shall be deemed
to be the "operator" of Tenant's "facility" and the "owner" of all Hazardous Materials brought
on the Village Lease Parcel by Tenant, its agents, employees, contractors or invitees, and the
wastes, by- products, or residues generated, resulting, or produced therefrom.
(d) Tenant shall indemnify, defend, and hold Landlord harmless from and against any
and all losses (including, without limitation, diminution in value of the Village Lease Parcel),
claims, demands, actions, suits, damages (including, without limitation, punitive damages),
expenses (including, without limitation, remediation, removal, repair, corrective action, or
cleanup expenses), and costs (including, without limitation, reasonable attorneys' fees,
consultant fees or expert fees) which are brought or recoverable against, or suffered or incurred
by Landlord as a result of Tenant's breach of its obligations set forth in this Section 11. The
obligations of Tenant under this Section 11 shall survive the expiration or other termination of
this Lease.
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(e) Landlord shall have access to, and a right to perform inspections and tests of, the
Village Lease Parcel to determine Tenant's compliance with Environmental Requirements, its
obligations under this Section 11 or the environmental condition of the Village Lease Parcel.
Access shall be granted to Landlord upon Landlord's prior notice to Tenant and at such times so
as to minimize, so far as may be reasonable under the circumstances, any disturbance to Tenant's
operations. Such inspections and tests shall be conducted at Landlord's expense, unless such
inspections or tests reveal that Tenant has not complied with any Environmental Requirement, in
which case Tenant shall reimburse Landlord for the reasonable cost of such inspection and tests.
Landlord's receipt of, or satisfaction with, any environmental assessment in no way waives any
rights that Landlord holds against Tenant.
12. Additional Covenants and Duties of Tenant. In addition to its other obligations
hereunder, Tenant shall do all of the following at its sole cost and expense:
(a) Hire, supervise and pay all persons (and timely pay all taxes, benefits and other
amounts payable in respect of such persons' employment or services) necessary or appropriate to
employ for the efficient operation of the Village Lease Parcel as a passive recreational facility,
and all such employees shall be the employees of Tenant and not of Landlord.
(b) Maintain all safety and security programs and systems necessary or appropriate
for the operation of the Village Lease Parcel as a passive recreational facility.
(c) Not use or permit any person to use the Village Lease Parcel for any purpose
whatsoever in violation of any present or future Legal Requirements, and not use or permit any
person to use the Village Lease Parcel for any illegal, immoral or dangerous purpose.
(d) Obey and comply with all health, safety, police and fire regulations, and all other
Legal Requirements applicable to the Village Lease Parcel or Tenant's use and operation thereof.
(e) Maintain in a clean, orderly and sanitary manner all trash receptacles on the
Village Lease Parcel and provide for trash disposal in a manner that does not cause litter or other
disruption.
13. Village Lease Parcel Leased "As Is "; No Warranties by Landlord.
(a) Landlord is leasing the Village Lease Parcel to Tenant "AS IS" and "WHERE
IS" and without any representations or warranties of any kind whatsoever, express or implied, all
such representations and warranties being hereby expressly disclaimed by Landlord and waived
and released by Tenant. Tenant acknowledges that Landlord has not made any representations,
warranties, promises or agreements with respect to the Village Lease Parcel, the ability of Tenant
to operate the Village Lease Parcel as a passive recreational facility or otherwise, or any other
matter. Tenant further acknowledges that Landlord has not agreed to make any alteration or
improvements in or about the Village Lease Parcel.
(b) Without limiting the generality of the foregoing, Landlord shall have no
obligation or liability for, or concerning, the provision, availability or adequacy of electricity,
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water, gas, telecommunications or other utilities or services to the Village Lease Parcel.
Moreover, Landlord shall have no responsibility or liability for vandalism or theft on or from the
Village Lease Parcel, and all property on the Village Lease Parcel shall be there at the sole risk
of Tenant or the owners thereof.
14. Damage; Casualty. If the improvements at the Village Lease Parcel become
wholly or partially untenantable or damaged as a result of any cause whatsoever (whether by
reason of fire, lightning, snow, rain, any other casualty, or by reason of any other cause not
constituting a casualty), Tenant shall, at its sole cost and expense, promptly repair, restore and
rehabilitate same.
15. Condemnation.
(a) If a substantial portion of the Village Lease Parcel is taken or condemned under
any governmental body's exercise of its power of eminent domain, or if Landlord conveys a
substantial portion of the Village Lease Parcel to any governmental body under threat of eminent
domain, then Tenant may elect, by delivery of written notice thereof to Landlord within fifteen
(15) days after Tenant obtains knowledge of the pending taking or conveyance, as the case may
be, to terminate this Lease, in which case this Lease will terminate effective as of the date of
taking or conveyance, as the case may be.
(b) If the entire Village Lease Parcel is taken or condemned under any governmental
body's exercise of its power of eminent domain, or if Landlord conveys the entire Village Lease
Parcel to any governmental body under threat of eminent domain, then this Lease shall
automatically terminate effective upon the date of the taking.
(c) If Tenant exercises its power of eminent domain and takes any portion of the
Village Lease Parcel, or if Landlord conveys any portion of the Village Lease Parcel to Tenant
under threat of eminent domain, such event shall in no event cause the remaining portion of the
Village Lease Parcel owned by Landlord to become in violation of any municipal requirements,
including without limitation, any zoning requirements.
(d) The entire award in any of the aforesaid takings shall be paid to, and shall be the
sole property of, Landlord and Tenant hereby waives any and all right in and to such award and
agrees not to claim or accept any separate award, and if made, such separate award shall belong
to and be endorsed and assigned to or as directed by Landlord.
(e) The foregoing provisions on Condemnation shall be subject and subordinate to
the Village's Covenants under Article 7 of the Agreement.
16. Landlord's Remedies Upon Default. The occurrence of any of the following
shall constitute a "Default" by Tenant hereunder: (a) Tenant shall fail to make any payment
when due hereunder; (b) Tenant shall fail to perform any other of its obligations or agreements
hereunder and such failure shall continue for ten (10) days after Tenant's receipt of written
notice thereof from Landlord; (c) the leasehold interest of Tenant is levied upon or attached
under process of law; (d) Tenant dissolves or is otherwise liquidated; (e) Tenant abandons or
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vacates the Village Lease Parcel; or (f) any voluntary or involuntary proceedings are filed by or
against Tenant under any bankruptcy, insolvency or similar laws.
Upon the occurrence of any Default hereunder, in addition to all other rights and
remedies available under applicable law, Landlord may, in its sole discretion, declare this Lease
terminated or terminate Tenant's right to possession of the Village Lease Parcel without
terminating this Lease.
Landlord's exercise of any remedy shall not operate to exclude or suspend any other
remedy of Landlord including Landlord's rights for the recovery of any amount due under this
Lease or any of Landlord's advances made thereon. Tenant shall be and remain responsible for
any liability incurred by reason of Tenant's breach of any of the covenants of this Lease.
If Tenant fails to pay any amount due Landlord hereunder, the delinquent amount shall
bear interest at the greater of (i) the rate per annum equal to 4% over Bank One's "prime" or
"corporate base" rate, and (ii) 11%.
17. Landlord's Right to Enter the Village Lease Parcel. Landlord reserves the
right to enter the Village Lease Parcel at any time to make inspections and to perform any acts
related to the safety, protection, preservation, or improvement of the Village Lease Parcel which
Landlord may elect, in its sole discretion, to undertake. Landlord's exercise of any of the
aforesaid rights shall not render Landlord liable in any manner to Tenant or to any other person,
so long as Tenant's occupancy is not unduly disturbed thereby, and shall not result in any
abatement or diminution of Rent.
18. Surrender; Holdover. Upon the expiration or earlier termination of this Lease,
Tenant shall, upon the request of Landlord, remove all of Tenant's improvements, fixtures and
personal property at the Village Lease Parcel and restore all affected areas to their original
condition. If Tenant fails to vacate or surrender the Village Lease Parcel at the expiration or
earlier termination of the Term, then, without limiting on any other rights and remedies available
to Landlord, Tenant shall pay to Landlord as Base Rent during such holdover period an amount
equal to double the prevailing market amount for Base Rent of the Village Lease Parcel (as
determined by Licensor), on a per diem basis. No occupancy by Tenant after the expiration or
earlier termination of the Term shall be construed to extend the Term. The provisions of this
Section 18 shall not be deemed to limit or constitute a waiver of any rights or remedies of
Landlord as provided herein or at law or in equity.
19. Risk of Loss. Tenant shall assume the full risk of loss with respect to all of its
property and equipment located at the Village Lease Parcel and shall protect, indemnify and hold
Landlord, its officers, directors, employees and agents, and all of the respective shareholders,
directors, officers, partners, members, agents and employees of all of the foregoing (herein, the
"Indemnified Parties "), harmless (and, if requested by Landlord, shall defend such Indemnified
Parties) from and against any and all claims, liabilities, costs and expenses (including attorneys'
fees and related expenses, and including, without limitation, claims for damage, loss or injury,
either to persons or to property) arising from the use and occupancy of the Village Lease Parcel,
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or access on or to the Village Lease Parcel on, over, under or across, any other property owned
by Landlord, by Tenant, its employees, agents, representatives, invitees (including, without
limitation, the general public) and licensees or the failure of Tenant to comply with its
obligations hereunder. The provisions of this Section 19 shall survive the expiration or earlier
termination of this Lease.
20. Estoppel Certificate. Tenant shall, at the request of Landlord from time to time,
execute and acknowledge a certificate stating that this Lease is unmodified and in full force and
effect (or if there have been modifications, that this Lease is in full force and effect as modified,
stating the modifications), the dates through which rent and other amounts have been paid
hereunder, that there are no Defaults by the parties hereunder (or if there are Defaults, that there
are no Default other than those specified, stating the Defaults) and such other matters as the other
party may reasonably request.
21. Assignment and Sublet. Tenant may not assign this Lease, or sublease or license
all or any portion of the Village Lease Parcel, or encumber this Lease or Tenant's rights
hereunder.
22. Liens. Tenant agrees to keep the Village Lease Parcel free of any lien for labor or
materials and free of any lien of any mechanic or materialman. Should any such lien arise,
Tenant agrees to promptly pay any person or persons filing such lien and secure a release thereof
of record, or to cause same to be insured over to Landlord's satisfaction. Tenant further agrees
to indemnify Landlord for any cost or expenses incurred by Landlord in removing from the
Village Lease Parcel any liens arising as the result of the activities of Tenant. The obligations of
Tenant under this Section shall survive the expiration or other termination of this Lease.
23. Waiver of Claims. Tenant waives all claims it may have now or at any time
hereafter against Landlord and the other Indemnified Parties for damage to person or property
sustained by Tenant or any other person resulting from any occurrence in or about the Village
Lease Parcel (except for claims arising out of Landlord's willful misconduct or gross
negligence). The provisions of this Section 23 shall survive the expiration or earlier termination
of this Lease.
24. Subordination. This Lease shall be subordinate to any mortgage or trust deed
now or hereafter encumbering the Village Lease Parcel, and to all advances thereunder, interest
thereon and modifications, renewals, replacements and extensions thereof, unless the mortgagee
or trustee elects to have this Lease be superior to such mortgage or trust deed.
25. Rules and Regulations; Access. Landlord may adopt and amend from time to
time, and Tenant shall comply with and cause its agents, employees, representatives, contractors,
invitees and licensees to comply with, rules and regulations relating to the security, safety and
cleanliness of the Village Lease Parcel and the operations on the Village Lease Parcel.
26. Notices. Any and all notices required to be given hereunder shall be in writing
and shall be delivered personally, by certified or registered mail, return receipt requested, or by a
reputable national overnight courier service, addressed to the parties at the following respective
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addresses or at such other addresses as the parties hereafter may designate in a notice duly given
to the other party:
If to Landlord: K.A. Steel Chemicals, Inc.
15185 Main Street
P.O. Box 729
Lemont, Illinois 60439
Attn: President
with a copy to:
If to Tenant:
with a copy to:
Mark A. Gershon, Esq.
Piper Rudnick
203 North LaSalle Street
Chicago, Illinois 60601
Village of Lemont
418 Main Street
Lemont, Illinois 60439
Attn: Village Manager
John Antonopoulos, Esq.
Antonopoulos & Virtel P.C.
15419 East 127th Street
Suite 100
Lemont, Illinois 60439
Unless otherwise provided herein, any such notice or demand shall be deemed given when
personally delivered or, if mailed, two days after deposit in the United States mail, proper
postage prepaid or, if sent by overnight courier service, on the next business day following
delivery to the overnight courier service. All Rent and other payments due from Tenant to
Landlord hereunder shall, unless otherwise directed by Landlord, be paid at its address set for
receipt of notices hereunder.
27. Relationship of the Parties. The relationship of Tenant and Landlord shall be
solely that of a tenant and landlord, and nothing herein shall be deemed to create a relationship of
partners, joint venturers, or any other relationship between them.
28. Payment of Costs and Attorneys' Fees. Each party shall pay all costs and
reasonable attorneys' fees and expenses paid or incurred by the other party if such other party
prevails in action to enforce any of the defaulting party's obligations under this Lease.
29. No Personal Liability. Any liability of Landlord under or in respect of this
Lease shall be limited to its interest in the Village Lease Parcel, and in no event shall any
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personal liability be asserted against Landlord or any officer, director, employee or agent of
Landlord.
30. Real Estate Brokers. Each of Landlord and Tenant represents and warrants to
the other party that it has not dealt with any real estate broker in connection with this Lease or
the transactions contemplated hereby. Each party agrees to indemnify, defend and hold harmless
the other from any claims by any brokers who claim to have been engaged by such party in
connection with this transaction or this Lease. The obligations of Landlord and Tenant under
this Section 30 shall survive the expiration or other termination of this Lease.
31. Miscellaneous.
(a) No delay in the exercise of any right or remedy hereunder shall be deemed a
waiver of such right or remedy. No exercise of any right or remedy shall be deemed an election
of remedies or a waiver of any other rights or remedies, and no waiver of any right or remedy
with respect to any particular default, failure or similar action of a party hereunder shall be
deemed a waiver of any right or remedy with respect to any other prior, concurrent or subsequent
default, failure or similar action by a party.
(b) Landlord may, but shall not be obligated to, perform any obligation of Tenant
under this Lease which Tenant has failed to perform and, if Landlord so elects following not less
than five (5) days' notice to Tenant (except in an emergency, when Landlord shall not be
obligated to give any such notice), all costs and expenses incurred by Landlord in performing
such obligation, together with interest at the rate determined pursuant to the fourth paragraph of
Section 16 above, shall be reimbursed by Tenant to Landlord on demand.
(c) The unenforceability, invalidity, or illegality of any provision of this Lease shall
not render the other provisions unenforceable, invalid or illegal.
(d) This Lease shall be construed and interpreted in accordance with the laws of the
State of Illinois.
(e) This Lease, together with the exhibits attached hereto, which are incorporated
herein and made a part hereof by this reference, constitutes the entire agreement and
understanding of the parties with respect to the subject matter hereof, and supersedes any and all
prior or contemporaneous oral or written communications not expressly referred to herein
regarding the subject matter hereof. This Lease may not be modified, amended or in any way
altered except by a written agreement signed by both of the parties hereto.
(fj All of the terms and provisions of this Lease shall be binding upon and inure to
the benefit of the parties hereto and their respective successors, assigns and legal representatives.
Tenant shall not have the right to record a memorandum of this Lease.
(g) Section headings are included solely for convenience of reference and are not
intended to be a full or accurate description of the content of this Lease.
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- CHGO2:20110268.v2
(h) This Lease may be executed in counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument.
(i) Time is of the essence under this Agreement.
32. Effect of Termination. In the event of a termination of this Lease for any reason
(including without limitation under the provisions of Section 33 below or Section 15 above), all
rights and obligations of the parties provided for in this Lease shall thereby terminate and be
deemed null and void in their entirety; provided, however, that such termination shall not
terminate (i) Tenant's obligation to pay in the accrued and unpaid amounts under this Lease,
which obligation shall survive any termination of this lease, by lapse of time or otherwise, (ii)
either party's obligations and responsibilities under Section 23 above, which obligation and
responsibilities shall survive any termination of this Lease, by lapse of time or otherwise, or (iii)
any obligation of Tenant to indemnify any of the Indemnified Parties hereunder, which
obligations shall survive any termination of this Lease by lapse of time or otherwise.
33. Termination.
(a) Landlord and Tenant hereby acknowledge that the Landlord has heretofore
entered into that certain (i) MWRD Parcel 2 Lease (as defined in Section 2(b) above) concerning
the lease of the MWRD Parcel 2 by MWRD to Landlord, (ii) Lease Agreement dated April 19,
1979 ( "MWRD Parcel 1 Lease ") by and between MWRD, as landlord, and Landlord, as tenant,
concerning that certain land containing approximately 8.33 acres and legally described on
Exhibit C attached hereto (the "MWRD Parcel 1 "), and (iii) Easement Agreement dated
November 5, 1998 (as amended and supplemented from time to time, "MWRD Easement
Agreement ") between MWRD, as grantor, and Landlord, as grantee, concerning that certain
land containing approximately 1.08 acres and legally described on Exhibit D attached hereto (the
"MWRD Easement Parcel "). MWRD Parcel 1, MWRD Parcel 2 and the MWRD Easement
Parcel are sometimes collectively referred to herein as the "MWRD Parcels ".
(b) Landlord and Tenant hereby acknowledge and agree that, notwithstanding
anything to the contrary contained in this Lease, at the election of Landlord and upon written
notice thereof from Landlord to Tenant, this Lease shall automatically terminate and be of no
further force and effect in the event that any or all of the following matters occur:
(i) Tenant is in default (after expiration of applicable cure periods) under the
Agreement (including, without limitation, a default under Article 7 of the Agreement);
(ii) Landlord fails to have access to, or the right to use, all or any portion of
the MWRD Parcels (including, without limitation, as a result of the expiration or earlier
termination of the MWRD Parcel 1 Lease, the MWRD Parcel 2 Lease or the MWRD
Easement Agreement and the failure of the terms of same to be extended pursuant to
provisions that are acceptable to Landlord); or
(iii) Landlord fails to continue to have the right, whether under the terms of the
MWRD Easement Agreement or otherwise to withdraw water from property on and
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- CHGO2:20110268.v2
adjacent to the MWRD Easement Parcel and commonly known as the Consumers Quarry
in Lemont, Illinois in amounts adequate for maintenance of its operations at the Plant.
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- CHGO2:20110268.v2
IN WITNESS WHEREOF, the parties hereto have caused this Ground Lease to be
executed as of the day and year first above written.
ATTEST:
illage Clerk
LANDLORD:
K.A. STEEL CHEMICALS, INC., a Delaware
corporation
By:
Name:
Title:
TENANT:
VILLAGE OF LEMONT, an Illinois municipal
corporation
By:
Name:
Title:
Approved by [Resolution/Ordinance] No. Q -'l 1 -t
of t?e Village of Lemont this 2Z- day of
, 2003
- CHGO2:20110268.v2
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STATE OF ILLINOIS
) SS.
COUNTY OF COOK
I, Rosemay Yates , a Notary Public in and for said County, in the State
aforesaid, DO HEREBY CERTIFY, that John F. Piazza , personally known to me to
be the President of the Village of Lemont, an Illinois municipal corporation,
whose name is subscribed to the within instrument, appeared before me this day in person and
acknowledged that as such President he /she signed and delivered the said instrument as
President of such corporation, as his /her free and voluntary act, and as the free and
voluntary act and deed of such corporation, for the uses and purposes therein set forth.
GIVEN under my hand and Notarial Seal, this 22 day of Sept , 2003.
My Commission Expires:
- v...""fNNEVNaJ
I. .° YATES
NOTARY ` t ,TE OF ILLINOIS
MY GOV '' ° iPIRES 8.12 -2004
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-- CHGO2:20110268.v2
STATE OF ILLINOIS
COUNTY OF
I, , a Notary Public, in and for said County, in the State
aforesaid, do hereby certify, that , personally known to me to be the
of K.A. Steel Chemicals, Inc., a Delaware corporation, whose name
is subscribed to the foregoing instrument, appeared before me this day in person and
acknowledged that he /she signed and delivered said instrument as of such
corporation, as his /her own free and voluntary act, and as the free and voluntary act and deed of
such corporation, for the uses and purposes therein set forth.
GIVEN under my hand and Notarial Seal, this day of , 2003.
My Commission Expires:
Seal:
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- CHGO2:20110268.v2
Notary Public
EXHIBIT A
LEGAL DESCRIPTION OF VILLAGE LEASE PARCEL
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- CHG02:20110268.v2
EXHIBIT B
LEGAL DESCRIPTION OF MWRD PARCEL 2
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- CHG02:20110268.v2
EXHIBIT C
LEGAL DESCRIPTION OF MWRD PARCEL 1
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- CHG02:20110268.v2
t
- CHG02:20110268.v2
EXHIBIT D
LEGAL DESCRIPTION OF MWRD EASEMENT PARCEL
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