O-14-12 Ord Approving Purchase & Lease of Property 12897 & 12935 Main St.VILLAGE OF LEMONT
ORDINANCE NO. O -r t -12
AN ORDINANCE APPROVING THE
PURCHASE AND LEASE OF CERTAIN REAL PROPERTY KNOWN
AS 12897 and 12935 MAIN STREET
ADOPTED BY THE
PRESIDENT AND THE BOARD OF TRUSTEES
OF THE VILLAGE OF LEMONT
THIS 12th DAY OF March, 2012
Published in pamphlet form by
Authority of the President and
Board of Trustees of the Village of
Lemont, Counties of Cook, Will and
DuPage, Illinois, this 12th day of March, 2012.
Ordinance No. 0- 1 * -12
AN ORDINANCE APPROVING THE
PURCHASE AND LEASE OF CERTAIN REAL PROPERTY KNOWN
AS 12897 and 12935 MAIN STREET
WHEREAS, the Village Board finds that the acquisition of the real property legally
described in Exhibit A and commonly known as 12987 and 12935 Main Street (hereinafter
"Property "), is necessary, convenient and in the interest of the Village of Lemont;
WHEREAS, pursuant to Section 5/2 -2 -12 of the Illinois Municipal Code (65 ILCS 5/2 -2-
12) the Village of Lemont ( "Village ") may acquire and hold real property for corporate purposes;
and
WHEREAS, the Village Board authorized the acquisition of the Property by duly enacting
Ordinance No. 0 -73 -11 on November 28, 2011; and
WHEREAS, the Village Board finds that the approval of the Purchase Contract attached as
Exhibit B and the Lease attached as Exhibit C is necessary, convenient and in the interest of the
Village of Lemont.
NOW, THEREFORE, BE IT ORDAINED BY THE VILLAGE PRESIDENT AND
THE VILLAGE BOARD OF THE VILLAGE OF LEMONT, COOK, DUPAGE AND
WILL COUNTIES, ILLINOIS, AS FOLLOWS:
SECTION 1: The Village Board finds the above recitals to be true, incorporates them into
this ordinance and makes them a part of this Ordinance as if fully set forth herein.
SECTION 2: The Village Board finds that it is necessary, convenient and in the interest of
public health, safety and welfare of the residents of the Village to acquire the Property legally
described in Exhibit A.
SECTION 3: The Village Board hereby approves the Purchase Contract attached as
Exhibit B to this Ordinance.
SECTION 4: The Village Board hereby approves the Lease which is a short term lease
and an integral part of the consideration for the purchase, attached as Exhibit C to this Ordinance.
SECTION 5: The President and the Village Administrator are authorized to execute any
and all documents (and the Clerk to Attest their signatures as required), including but not limited
to, Exhibit B and Exhibit C attached hereto, which are necessary to complete the transaction and
acquire the Property. The Village Attorneys, Raysa & Zimmermann, LLC and Jeffrey M. Stein,
John J. Zimmermann and Michael F. Zimmermann are authorized to execute any and all
documents which are necessary for the closing of the transaction at or prior to the closing of this
transaction. The Village President and or the Administrator are authorized to make modifications
to Exhibit B and C prior to execution of same. They are further authorized to revise the legal
description of the Property as necessary to conform to an ALTA survey of the Property.
SECTION 6: That this Ordinance shall be in full force and effect from and after its
passage, approval and publication as required by law.
2
PASSED AND APPROVED BY THE PRESIDENT AND BOARD OF TRUSTEES
OF THE VILLAGE OF LEMONT, COUNTIES OF COOK, WILL, AND DUPAGE,
ILLINOIS, on this 12th day of March , 2012.
PRESIDENT AND VILLAGE BOARD MEMBERS:
AYES: NAYS: ABSENT: ABSTAIN
Debby Blatzer
Paul Chialdikas ✓
Clifford Miklos
Ron Stapleton
Rick Sniegowski
Jeanette Virgilio
ATTEST:
CHARLENE M. SMOLLEN
Village Clerk
3
BRIA AVES
President
EXHIBIT A
LEGAL DESCRIPTION
Lot A - 12897 Main consisting of Parcel 1 and Parcel 2
PARCEL 1:
That part of Lot 2 of Doolin and Kirk's Resubdivision of the East 404.7 feet of the South West quarter of the South
East quarter and of the South East quarter of the South East quarter (excepting therefrom Lots 1, 2, 3, 4 and 5 of
Christian Boe's Subdivision of certain parts thereof) of Section 14, Township 37 North, Range 11, East of the Third
Principal Meridian, according to the plat of said Doolin and Kirk's Resubdivision recorded August 30, 1889 as
document 1149383 in book 37 of plats, page 18 described as follows: beginning at the South East corner of said Lot 2
on the center line of the Sag Lemont Road, running thence North along the East line of said Lot 2 a distance of 436
feet running thence Westerly and parallel to the Southerly line of said Lot 2 a distance of 150 feet running thence
South and parallel to the East line of said Lot 2 in said Doolin and Kirk's Resubdivision a distance of 436 feet to the
South line of said Lot 2, being the center line of said Sag Lemont Road, running thence Easterly along the Southerly
line of said Lot 2 a distance of 150 feet to the place of beginning.
Less and except that part of the foregoing property pursuant by deed conveyed to the State of Illinois dated October
31, 1969 and recorded November, 1969 as Document No. 21023519 in the County of Cook, Illinois Recorder's
Office, covering the following property:
Beginning at a point on the North line of Sag Lemont Road 150 feet Westerly of the East line of said Lot 2; thence
North along said line 150 feet West of and parallel to the East line of said Lot 2, a distance of 8 feet to a point; thence
Southeasterly along a straight line, a distance of 150.12 feet, to the East line of said Lot 2; thence West along the
North line of Sag Lemont Road, to the point of beginning.
Also less and except that part of the foregoing property pursuant by deed conveyed to the Department of Public Works
and Buildings of the State of Illinois dated January 13, 1970 and recorded January 21, 1970 as Document No.
21062560 in the County of Cook, Illinois Recorder's Office, covering the following property:
Beginning at a point on the North line of Sag- Lemont Road 150 feet Westerly of the East line of said Lot 2; thence
North along said line 150 feet West of and parallel to the East line of said Lot 2, a distance of 20 feet to a point; thence
Southeasterly along a straight line, a distance of 151.33 feet, to the East line of said Lot 2; thence West along the
North line of Sag- Lemont Road, to the point of beginning.
AND
PARCEL 2:
That part of Lot 2 of Doolin and Kirk's Resubdivision of the East 404.7 feet of the South West quarter of the South
East quarter and of the South East quarter of the South East quarter (excepting therefrom Lots 1, 2, 3, 4 and 5 of
Christian Boe's Subdivision of certain parts thereof) of Section 14, Township 37 North, Range 11, East of the Third
Principal Meridian, according to the plat of said Doolin and Kirk's Resubdivision recorded August 30, 1889 as
document 1149383 in book 37 of plats page 18 described as follows: beginning at a point on the center line of Sag
Lemont Road 150 feet Westerly of the South East corner of said Lot 2 measured along the South line of said Lot 2
running thence Northerly on a line parallel to the East line of said Lot 2 in said Doolin and Kirk's Resubdivision a
distance of 436 feet, running thence Westerly and parallel to the Southerly line of said Lot 2 a distance of 150 feet,
running thence South and parallel to the East line of said Lot 2 in said Doolin and Kirk's Resubdivision a distance of
436 feet to the South line of said Lot 2 being the center line of said Sag Lemont Road running thence Easterly along
the Southerly line of said Lot 2 a distance of 150 feet to the place of beginning, all in Cook County, Illinois.
Less and except that part of the foregoing property pursuant by deed conveyed to the State of Illinois dated October
31, 1969 and recorded November, 1969 as Document No. 21023519 in the County of Cook, Illinois Recorder's
Office, covering the following property:
Beginning at the intersection of a line 300 feet West of the East line of said Lot 2 and the North line of Sag- Lemont
Road; thence North along said line, 300 feet West of and parallel to the East line of said Lot 2, (a distance of 40 feet)
to a point; thence Southeasterly along a straight line a distance of 151.33 feet to a point on the East line of the above
described tract; thence South along said East line, a distance of 20 feet, to a point on the North line of Sag- Lemont
Road; thence West along the North line of Sag - Lemont Road, a distance of 150 feet to the point of beginning.
Also less and except that part of the foregoing property pursuant by deed conveyed to the Department of Public Works
and Buildings of the State of Illinois dated January 13, 1970 and recorded January 21, 1970 as Document No.
21062560 in the County of Cook, Illinois Recorder's Office, covering the following property:
Beginning at the intersection of a line 300 feet West of the East line of said Lot 2 and the North line of Sag- Lemont
Road; thence North along said line, 300 feet West of and parallel to the East line of said Lot 2, a distance of 40 feet, to
a point; thence Southeasterly along a straight line a distance of 151.33 feet to a point on the East line of the above
described tract; thence South along said East line, a distance of 20 feet, to a point on the North line of Sag- Lemont
Road; thence West along the North line of Sag- Lemont Road, a distance of 150 feet to the point of beginning.
Lot B -12935 Main
The East 'A, as measured on the north and south lines, of that part of Lot 2 of Doolin and Kirk's Resubdivision of the
East 404.7 feet of the south west 1/4 of the south east 1/4 and of the south east 1/4 of the south east 1/4 (except therefrom
Lots 1, 2, 3, 4 and 5 of Christian Boe's Subdivision of certain parts thereof) of Section 14, Township 37 North, Range
11 East of the Third Principal Meridian, in Cook County, Illinois, according to the plat thereof recorded of said Doolin
and Kirk's Resubdivision on August 30, 1889 as Document No. 1149383, in Book 37 of Plats, Page 18, described as
follows:
Commencing at a point on the center line of Sag- Lemont Road 300.0 feet westerly of the south east corner of said Lot
2, as measured along the south line of said Lot 2; thence northerly on a line parallel to the east line of said Lot 2, a
distance if 851.40 feet to the north line of said Lot 2, being also the north line on the south '/2 of the south east 1/4 of
said section 14; thence westerly along said north line, a distance of 578.94 feet to the east line of The Commonwealth
Edison Company right of way; thence southerly along the east line of said The Commonwealth Edison Company right
of way a distance of 848.63 feet to the center line of Sag- Lemont Road, being also the south line of said Lot 2; thence
easterly along said center line a distance of 578.2 feet to the place of beginning, (excepting therefrom that parcel of
land condemned by the Department of Public Works and Buildings of the State of Illinois for and on behalf of the
People of the State of Illinois, in Case No. 69L13193 of the Circuit Court of Cook County, Illinois) all in Cook
County, Illinois.
PURCHASE AND SALE AGREEMENT
This PURCHASE AND SALE AGREEMENT (this "Agreement "), dated as of the Effective
Date, is made and entered into by and between Buyer and Seller (as defined below).
1. BASIC INFORMATION. All capitalized terms used in this Agreement shall have the meanings
specified in the Basic Information, unless otherwise defined herein.
"Effective Date" means March , 2012.
"Buyer" means VILLAGE OF LEMONT, an Illinois municipal corporation.
"Closing Date" means March 30, 2012, or as agreed by the Parties, in their sole discretion.
"Earnest Money" means Seventy Five Thousand Dollars ($75,000.00).
"Inspection Period" means a period expiring at the earlier to occur of (i) 5:00 p.m. local Chicago,
Illinois time thirty (30) days after the Effective Date, or (ii) at the Closing on The Closing Date.
"Property" means 12897 Main and 12935 Main, Lemont Illinois, together with the rights and
privileges described in Section 2 herein below.
"Purchase Price" means One Million Four Hundred Thousand Dollars ($1,400,000.00).
"Seller" means INSITUFORM TECHNOLOGIES USA, INC., a Delaware corporation
2. PURCHASE AND SALE. In consideration of the Earnest Money, the mutual agreements herein
and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
Buyer agrees to purchase the Property from Seller and Seller agrees to convey the Property to Buyer on
the terms and subject to the conditions in this Agreement. The "Property" includes (a) the real property
described on Exhibit A attached to this Agreement (the "Land "); (b) the improvements located on the
Land (the "Improvements ").
3. PURCHASE PRICE. At the closing of the transactions referred to herein ( "Closing "), Buyer
agrees to pay and Seller agrees to accept payment of the Purchase Price, plus or minus prorations, by wire
transfer of good funds delivered first to Chicago Title Insurance Company, or such other reputable title
insurance company as Buyer may select ( "Title Company ") in escrow, and then by the Title Company to
Seller. The Purchase Price shall be adjusted at Closing by prorations made in accordance with this
Agreement.
4. EARNEST MONEY. Upon the Effective Date, Buyer shall deposit the Earnest Money at the
Title Company, and shall cause the Title Company to deliver to Seller a receipt of the Earnest Money.
The Title Company shall hold the Earnest Money for the mutual benefit of the parties hereto, in an escrow
account at a bank whose accounts are federally insured. At Closing, the Title Company shall pay the
Earnest Money to Seller and such payment shall be credited against the Purchase Price payable by Buyer
hereunder on the Closing Statement (as defined below).
5. INSPECTION AND ACCEPTANCE OF PROPERTY. THE PROPERTY IS BEING SOLD IN
ITS "AS -IS" CONDITION WITH ALL FAULTS. SELLER HEREBY DISCLAIMS ANY AND ALL
EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY
PARTICULAR PURPOSE RELATIVE TO THE PROPERTY. Buyer acknowledges and agrees that no
Insituform purchase contract signature 3 -7 -12 (00113783 -2)
5439757.17
Lemont, IL
representations or warranties have been made by Seller, or by any person, firm or agent acting or
purporting to act on behalf of Seller, as to (i) the presence or absence on or in the Property of any
particular materials or substances (including, without limitation, tanks, asbestos, lead -based paint,
petroleum, hydrocarbons or hazardous or toxic substances), (ii) the condition or repair of the Property or
any portion thereof, (iii) the value, expense of operation or income potential of the Property, (iv) the
accuracy or completeness of any title, survey or other information provided to Buyer relative to the
Property, or (v) any other fact or condition which has or might affect the Property or the condition, repair,
value, expense of operation or income potential thereof. At Closing, Buyer agrees to accept the Property
in its "AS -IS" condition, with all faults, known or unknown, patent or latent. Seller shall have no liability
for the condition of the Property from and after the Closing.
6. CONTINGENCIES.
6.1 The obligation of Buyer to close the transactions contemplated hereby is subject to
Buyer's review of the following prior to the expiration of the Inspection Period:
(a) Buyer's review and approval of title and survey matters, the physical and
environmental condition of the Property, and the Improvements located thereon. if prior to the
expiration of the Inspection Period, Buyer is not satisfied with any of the foregoing matters for
any reason in its sole discretion, then Buyer may terminate this Agreement by delivery of written
notice to Seller prior to the expiration of the Inspection Period. If Buyer terminates this
Agreement as aforesaid, then (i) the Earnest Money shall be refunded to Buyer, (ii) Buyer shall
immediately return to Seller any and all copies of leases, surveys, plans, reports and any other
information obtained by Buyer or provided to Buyer with respect to the Property, and (iii) upon
any such termination, neither party shall have any further obligation hereunder except for Buyer's
indemnification obligation under Section 7 herein.
(b) Notwithstanding anything herein to the contrary, if Buyer does not terminate this
Agreement pursuant to this Section 6.1, then the Earnest Money shall not be refundable to Buyer
for any reason, except pursuant to Section 13.2 and Section 16.9, but shall be paid to Seller.
6.2. Seller shall order, at Seller's expense, a title insurance commitment ( "Commitment ")
from the Title Company and shall promptly provide such commitment to Buyer upon receipt of the same.
Buyer may obtain a current ALTA survey of the Property at Seller's expense as set forth in Section 10.2.
In the event Buyer obtains a survey, Buyer shall provide such survey to Seller immediately upon Buyer's
receipt of same. Seller shall provide to Buyer the documents ( "Seller's Deliveries ") listed on Exhibit B.
"Seller's Deliveries" shall also be deemed to include any additional materials that Seller may deliver to
Buyer in connection with Property. Buyer acknowledges that Seller makes no representation or warranty
about the completeness or accuracy of the Seller's Deliveries. Buyer agrees to keep all Seller's Deliveries
confidential to the extent permitted under the Illinois Freedom of Information Act, and to use the same
solely for the purpose of evaluating its purchase of the Property. Buyer agrees to return to Seller all of the
Seller's Deliveries, and not to keep any copies or notes or other materials based on the Seller's Deliveries
if this Agreement is terminated for any reason, or if the Closing does not occur on or before the Closing
Date.
7. BUYER'S RIGHT OF ENTRY PRIOR TO SALE TO INSPECT; INDEMNIFICATION.
7.1. Seller hereby grants Buyer and its employees, agents and contractors (collectively,
"Invitees "), upon reasonable prior notice to Seller, and upon such conditions and restrictions as Seller
shall require, the temporary right to enter onto the Property during the Inspection Period, so long as a
representative of Seller is present, for the sole purpose of conducting the following tests or assessments
543975717 2
on the Property: survey, non - invasive Phase I environmental assessment, non- invasive building,
mechanical, electrical and, plumbing systems inspections, and which such entry shall be in accordance
with the terms of this Agreement. Buyer hereby agrees (i) not to conduct a Phase II environmental
assessment, drill, bore or otherwise perform any invasive testing of the Property without the prior written
consent of Seller, which may be withheld in its sole discretion, or upon such terms as Seller may
reasonably require; (ii) to provide Seller, only upon Seller's request, with copies of all title work, surveys,
inspections and other written reports prepared or obtained by Buyer or its agents, employees,
representatives and contractors with respect to Buyer's inspection of the Property, but to otherwise keep
such reports and the information therein contained confidential. Buyer agrees that any Invitee entering
onto the Property shall maintain commercial general liability insurance protecting Seller. Buyer's
obligations under this Agreement shall survive closing of this Agreement (if any) or any termination of
this Agreement or Buyer's right of entry hereunder. Buyer's right to enter onto the Property pursuant to
this Agreement shall terminate on the earliest to occur of any of the following: (x) termination of this
Agreement for any reason; or (y) default of Buyer under this Agreement.
7.2. Buyer shall arrange for entry by Invitees to the Property from time to time through
Seller's Representative; who is, unless Buyer is otherwise notified, Lisa Voges (phone number:
314-480-4113).
7.3 Buyer hereby does and shall indemnify, defend and hold harmless, and hereby releases
and covenants not to sue, Seller, its parent, sister, affiliate and subsidiary corporations and their
employees, agents and Invitees (collectively, "Seller Parties ") from and against any claims, costs, causes
of action, losses, damages, expenses or liabilities (including, without limitation, attorney's fees and
expenses) which may be suffered or incurred by Seller or Seller Parties and arising out of, related to,
caused by, resulting from or involving the entry onto, or the presence on or activities on the Property, by
Buyer or any Invitee or any Invitee's employees, officers or directors, contractors and agents, including,
without limitation, any claim for labor or materials or injury or death to persons or damage to property.
This indemnification, release and covenant not to sue shall apply notwithstanding any act, omission or
negligence on the part of Seller and Seller Parties, and shall survive any termination and expiration of this
Agreement. Buyer shall repair or shall cause the repair of any damage to the Property caused by or in
connection with Buyer's or any Invitee's inspection of the Property or any entry onto the Property by any
Invitee, and Buyer shall restore the Property to the condition it was in prior to any Buyer or Invitee's
entry onto the Property.
8. CLOSING AND POSSESSION.
8.1 The transaction contemplated hereby shall close at 11:00 a.m. on the Closing Date at the
offices of the Title Company, or at such other time, date and place as shall be agreed upon by the parties.
8.2 At Closing, Seller shall execute (where necessary) and deliver to Buyer, the following:
(a) a special warranty deed conveying good and marketable title in fee simple to the Land and
Improvements, in recordable form, subject to all covenants, conditions, restrictions, reservations,
easements, and encumbrances and other matters of public record, zoning regulations and other
ordinances, mineral rights reserved or conveyed to others, public and private rights of way, special
exceptions to Buyer's title commitment which are not of public record, as well as matters which would be
revealed by a current, accurate survey; (b) a quitclaim bill of sale for the Personal Property, (c) the
Closing Statement; and (d) the appropriate tax form; and (e) customary documents reasonably required by
the Title Company for closing, such as a seller's affidavit. Buyer may terminate this Agreement any time
up to Closing if title is not good and marketable. In no event shall Seller have any obligation to cure any
title defect.
5439757.17 3
8.3 At Closing, Buyer shall execute (where necessary) and deliver to Seller the following: (a)
the Purchase Price, subject to the credits and adjustments shown on the Closing Statement; (b) a
counterpart of the deed; (c) the Closing Statement; (d) evidence of Buyer's authority to enter into and
consummate the transactions contemplated herein; and (e) the appropriate transfer tax form.
8.4 At Closing, Seller shall lease the Property for a period of up to nine (9) months pursuant
to the terms of a lease, which shall be substantially in the form of Exhibit C attached hereto ( "Lease "),
and in such event, both parties shall execute and deliver to each other, at Closing, such Lease, which shall
not in any event be subordinate to any financing of Purchaser secured by the Property.
9. PRORATIONS. The items listed below shall be adjusted between the Seller and Buyer as of the
Closing Date, shall be added to or subtracted from the Purchase Price and shall be reflected on a closing
statement (the "Closing Statement ") to be prepared by the Title Company based upon the information
provided to it by Seller and Buyer at Closing, which information the parties agree to provide:
9.1 Taxes. Prior to Closing, Seller shall have paid all real estate taxes due and owing for
2010 and prior tax years. Seller shall be responsible for real estate taxes accruing prior to Closing (and
prior to termination of the Lease), excluding amounts attributable to the SSA after December 31, 2010,
and Buyer shall be responsible for all real estate taxes on or after termination of the Lease and the SSA
after December 31, 2010. Subject to the provisions of Section 17, at Closing, Seller shall escrow with the
Title Company ( "Tax Escrow ") an amount equal to .100% of the 2010 property tax bill minus the actual
amount of such bill levied for Lemont Special Service Area 1 to be used to pay the Seller's share of 2011
taxes (it being understood that Seller's share does not include amounts attributable to the SSA for the
years 2011 or 2012) when due. The Tax Escrow shall be a strict joint order escrow, pursuant to an
escrow agreement reasonably acceptable to the parties. 2011 real estate taxes shall be paid from such
escrow when due. The parties shall reprorate upon receipt of the final 2011 tax bill in approximately
September of 2012. Upon such re- proration and receipt of any additional deposits from Seller, if
necessary, monies left in the Escrow which are attributable to Seller's tax obligations hereunder shall be
payable immediately to the Village of Lemont (and amounts in excess of Seller's tax obligations
hereunder shall be paid to Seller) and the Tax escrow shall be terminated. Buyer shall be responsible to
ensure that real estate taxes are timely paid after Closing. Nothing herein or in such escrow agreement
shall relieve Seller of its tax obligations as set forth herein. Buyer shall pay to Seller any refunds, rebates
or similar amounts attributable to such real estate taxes (excluding taxes attributable to the SSA for the
years 2011 or 2012) for any period prior to Closing, within 60 days of Buyer's receipt of same. This
Section shall survive Closing.
9.2 Utilities. Seller shall be responsible for payment of all utilities as set forth in the Lease.
10. EXPENSES.
10.1. Buyer shall pay for (i) all costs of Buyer's inspection of the Property (except as expressly
provided herein to the contrary), (ii) it's lender's title insurance policy premium and any other fees
imposed by its lender, (iii) one -half of the closing or escrow fees of the Title Company, (iv) the cost of
any extended coverage or title policy endorsements related to Buyer's owner's title policy, and (v) the
fees and expenses of Buyer's counsel.
10.2. Seller shall pay for (i) the fees and expenses of Seller's counsel, (ii) any transfer or deed
taxes due in connection with the sale contemplated herein, (iii) one -half of the closing or escrow fees of
the Title Company, (iv) the cost of any title examination and title commitment charge, and the title
insurance policy premium for Buyer's owner's title policy, but excluding the cost of any extended
coverage or endorsements, (v) the reasonable, actual cost of a current ALTA survey.
5439757.17 4
11. BROKERAGE. Seller agrees to pay, at Closing, if any, a broker's commission to Collier's
International /Jim Estus, SIOR ( "Listing Broker ") pursuant to a separate agreement with Listing Broker.
Except for such commission due to Listing Broker, Buyer and Seller hereby warrant to each other that
there are no commissions or fees due any real estate brokers or finders or property managers resulting
from any transaction contemplated by this Agreement by reason of any contract, listing or any dealings by
Seller or Buyer with any broker or other party in regard to this transaction. Seller agrees to indemnify
Buyer from and against any claims for commissions made by Listing Broker or any person claiming a
commission through Seller. Buyer agrees to indemnify Seller from and against any claim for
commissions made by any person claiming a commission from Buyer (except Listing Broker).
12. DESTRUCTION OR DAMAGE AND CONDEMNATION. Seller shall bear all risk of loss or
damage to the Property prior to Closing and shall insure the Property against loss by vandalism, fire or
other casualty in accordance with Seller's customary practice. If, prior to Closing, the Improvements are
destroyed or damaged by vandalism, fire or other casualty, and the cost of repairing such damage exceeds
$100,000.00 or if condemnation proceedings are instituted against the Property, Seller shall promptly
notify Buyer thereof and Buyer shall have the option, exercisable by delivery of written notice to Seller
within fifteen (15) days after Buyer receives notice of such damage or destruction from Seller, to
terminate this Agreement and receive a full refund of the Earnest Money. If Buyer does not elect to
terminate this Agreement as provided above, Seller shall, at Closing, assign or pay to Buyer all insurance
proceeds collected or claimed with respect to such loss or damage, or assign all condemnation awards
attributed solely to the Property to Buyer.
13. DEFAULT.
13.1 If Buyer defaults in the performance of its obligations hereunder, then Seller shall have
the right, as its sole and exclusive remedy, to terminate this Agreement in which event the Earnest Money
shall be forfeited to Seller as liquidated damages for such default, provided however, and notwithstanding
the foregoing, nothing in the foregoing shall be deemed to (A) limit Buyer's liability for its
indemnification obligations under Section 7 or 11, or (B) limit Buyer's liability for any attorneys fees
under Section 15 herein. In no event shall Buyer be liable to Seller for any actual or compensatory
(except as expressly set forth in the foregoing), punitive or other damages of any kind.
13.2 If Seller defaults in the performance of its obligations hereunder, then Buyer's sole and
exclusive remedies (notwithstanding anything to the contrary at law or equity) as a result of such default
shall be to elect, by delivery of written notice to Seller within fifteen (15) days of the Closing Date, to (x)
terminate this Agreement and receive a refund of the Earnest Money, or (y) pursue the equitable remedy
of specific performance. If Buyer does not timely make any such election, then Buyer shall be deemed to
have elected the remedy in clause (x). In no event shall Seller be liable to Buyer for any actual,
compensatory, punitive or other damages of any kind. Notwithstanding the foregoing, nothing in the
foregoing shall be deemed to (A) limit Seller's liability for its indemnification obligations contained in
Section 11 of this Agreement, or (B) limit Seller's liability for any attorneys fees under Section 15 herein
14. NOTICES. Any notice, request, demand, instruction or other document to be given hereunder
shall be in writing and shall be (i) delivered personally, or (ii) sent by a reputable overnight delivery
service (such as FedEx), prepaid and specifying next day delivery, or (iii) sent by United States registered
or certified mail, return receipt requested, postage prepaid, or (iv) sent by fax, and in each case addressed
to the parties at the respective addresses set forth below, and the same shall be effective, as the case may
be, (w) upon receipt if delivered personally, or (x) one business day after deposit with a reputable
overnight delivery service, or (y) two business days after deposit in the mails if mailed, or (z) upon the
5439757.17 5
facsimile transmission thereof to the number shown below. A party may change its address for receipt of
notices by service of a notice of such change in accordance herewith.
Notices to Buyer:
Village of Lemont
418 Main Street
Lemont, IL 60438
Attn: Village Administrator
With a copy to:
Michael F. Zimmermann
Raysa & Zimmermann, LLC
22 S. Washington Ave
Park Ridge, IL 60068
Fax: 847 - 268 -8614
15. MISCELLANEOUS.
Notices to Seller:
David F. Morris
Insituform Technologies, Inc.
17988 Edison Avenue
Chesterfield, MO 63005
Fax: 636.530.8701
With a copy to:
Halpin J. Burke
Thompson Coburn LLP
One US Bank Plaza
St. Louis, Missouri 63101
Fax No.: 314 -552 -7131
15.1 This Agreement represents the entire agreement between the parties with respect to the
subject matter hereof and all prior negotiations and oral or written communications between the parties
concerning the subject matter hereof are superseded hereby. This Agreement may not be amended or
modified nor may any of its terms be waived except by an instrument in writing signed by the party to be
bound thereby.
15.2 This Agreement may be executed in any number of counterparts or by facsimile or email
transmission of signature pages, each of which shall be deemed an original but all of which together shall
constitute one and the same instrument.
15.3 Buyer may not assign its rights or delegate its obligations hereunder, without Seller's
consent, to any person or third party.
15.4 This Agreement shall be governed by and construed in accordance with the laws of the
State in which the Property is located without regard to its conflicts of laws rules. The prevailing party in
any dispute arising out of this Agreement shall be paid its legal fees and expenses by the non - prevailing
party, whether or not litigation is instituted.
15.5 The headings contained in this Agreement have been inserted for convenience of
reference only and shall in no way restrict or otherwise modify any of the terms and provisions hereof.
The use of the term or phrase "hereunder ", "hereof' or "herein" or similar words shall refer to this
Agreement as a whole and shall not be limited to any particular provision. All terms and words used in
this Agreement, regardless of the number and gender in which they are used, shall be deemed and
construed to include any other number, singular or plural, and any other gender, masculine, feminine or
neuter, as the context or sense of this Agreement or any paragraph or clause herein may require, the same
as if such words had been fully and properly written in the correct number and gender.
15.6 If any term, covenant or condition of this Agreement, or the application thereof to any
person or circumstance, shall to any extent be invalid or unenforceable, the remainder of this Agreement,
or the application of such term, covenant or condition to persons or circumstances other than those as to
543975717 6
which it is invalid or unenforceable, shall not be affected thereby and each term, covenant and condition
of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
15.7 Time is of the essence of this Agreement. If the date for performance of any act
hereunder, or if the date of expiration of time period hereunder, falls on a Saturday, Sunday or legal
holiday observed in Missouri or Illinois, then the time for performance thereof, or the date of expiration
of time period thereof, shall be deemed extended to the next successive business day. "Business day"
means any day other than a Saturday, Sunday or legal holiday observed in Missouri or Illinois.
16. SPECIAL PROVISIONS - ENVIRONMENTAL.
16.1 Buyer acknowledges that certain contamination has been discovered on or about the
Property (the "Contamination "). Seller has performed certain remedial actions at the Property ( "Seller's
Remediation "), as required by the Illinois Environmental Protection Agency ( "IEPA "). As part of the
Seller's Remediation, Seller has completed certain surveys and reports for submission to the IEPA, and
IEPA issued a No Further Remediation letter ( "NFR Letter ") to Seller. Buyer shall review the Seller's
Deliveries concerning contamination at the Property. Buyer will complete its review of the
environmental condition of the Property prior to the expiration of the Inspection Period.
16.2 Seller and its parent, subsidiary and affiliated entities shall have no liability to Buyer for
any matter related to the Contamination, Seller's Remediation, the accuracy or completeness of Seller's
Deliveries or any condition of the Property, whether related to hazardous materials or substances on, in,
under or about the Property, or otherwise. Buyer's sole remedy, if it is not satisfied with the
environmental condition of the Property is to terminate this Agreement in accordance with Section 6.1
prior to the expiration of the Inspection Period.
16.3 Upon Closing, Buyer and Buyer Parties shall, and hereby do and does, release, discharge
and covenant not to sue Seller and its parent, subsidiary and affiliated entities, including their respective
officers, directors and employees, successors and assigns, from any and all suits, penalties, costs,
damages, losses, liabilities and /or claims arising out of or related to the environmental condition of or the
presence of tanks, hazardous materials or substances on, in, under or about the Property, the
Contamination, the Seller's Remediation, any restrictions or condition imposed or right grant pursuant to
or as a condition of the NFR Letter, and any other condition on, in, under or about the Property,
including, but not limited to, claims, liability or loss arising from the Comprehensive Environmental
Response Compensation and Liability Act of 1980, as amended, other federal and state environmental
laws, and common law. The release and covenant not to sue by Buyer and Buyer Parties includes, but is
not limited to any action or claim originally commenced against Buyer or Buyer Parties by any other
party, including governmental entities, and shall be binding upon Buyer and Buyer Parties, and their
successors and assigns, and all successors in title to any part the Property.
16.4. Buyer acknowledges that the NFR Letter contains restrictions on and with respect to the
Property, including those that restrict the use of the Property to commercial /industrial uses and other
limited uses, prohibit or restrict the drilling or use of wells on the Property, restrict or impose
maintenance requirements on areas remediated or capped as part of the Seller's Remediation, impose
restrictions on excavations conducted on the Property, and impose other conditions or restrictions. Buyer
also acknowledges that the NFR Letter has been recorded in the real estate records for the Property.
Buyer waives any right to raise title or other objections based on the NFR Letter. This provision shall not
limit Buyer's right to cancel this Agreement for any reason during the Inspection Period.
16.5 This Section 16 shall survive Closing.
5439757.17 7
17. SPECIAL PROVISIONS - SSA. Buyer acknowledges that the Village of Lemont
approved a Special Service Area ( "SSA ") under the Special Service Area Tax Law (35 ILCS 200/27) for
the part of the Village which includes the Property, pursuant to which the Village will finance the
installation of public water and sanitary sewer service (but not lateral service lines) by issuing bonds
which will be repaid through ad valorem property taxes on property owners in the SSA. The SSA will
result in ad valorem property taxes on the Property, which could be in excess of $30,000 per year. Buyer
shall perform its own investigation of the SSA and the effects thereof. Seller shall have no liability for
the SSA or the attendant ad valorem property taxes which accrue after December 31, 2010, and Buyer
shall pay the same. This provision shall survive Closing.
18. SPECIAL PROVISIONS — TAX APPEAL. Seller may, at its sole discretion, contest any
assessment or tax for the Property attributable to or for the period prior to Closing or termination of
Lease, and Seller shall be entitled to all refunds of taxes on the Property attributable to or for all periods
prior to Closing and termination of the Lease, and Buyer agrees to promptly pay to Seller any such refund
or payment it receives. Seller shall pay the costs of such contest, and Seller shall have no obligation to
pursue or settle such contest at Seller's sole and absolute discretion, and Seller shall have sole control
over such contest. To the extent any refund or payment for taxes on the Property attributable to the
periods prior to Closing or termination of the Lease are issued to Buyer, Buyer shall promptly notify
Seller and pay such refund or payment to Seller within 60 days of Buyer's receipt. Buyer agrees to
reasonably cooperate with Seller's contest at no out -of- pocket cost to Buyer, including without limitation,
executing and delivering such releases and instructions and other documents as may be reasonably
requested by Seller. Seller shall pay all of Buyer's legal fees not to exceed $5,000 associated with
implementation of this Section 18. This Section shall survive Closing. This section shall not apply to
taxes attributable to the SSA for the year 2011 or 2012. Buyer agrees to take no action with respect to
real estate taxes or assessments at the Property which would increase Seller's payment obligations.
19. SPECIAL PROVISIONS — PERSONAL PROPERTY. The Property to be conveyed pursuant to
this Agreement does not contain any of the equipment, trade fixtures and furniture and other personal
property of Seller located in or on the Property.
[Remainder of Page Intentionally Blank]
5439757.17 8
IN WITNESS WHEREOF this Agreement is executed as of the Effective Date.
Date of offer:
"BUYER"
VILLAGE OF LEMONT
rinted Name:
Title:
"SELLER"
INSITUFORM TECHNOLOGIES USA, INC.
By:
Printed Name:
Title:
OFFER VOID IF NOT ACCEPTED WITHIN 7 DAYS OF DELIVERY
5439757.17
EXHIBIT A TO PURCHASE AND SALE AGREEMENT
Parcel 1
That part of Lot 2 of Doolin and Kirk's Resubdivision of the East 404.7 feet of the Southwest quarter of
the Southeast quarter and of the Southeast quarter of the Southeast quarter (excepting therefrom Lots 1, 2,
3, 4 and 5 of Christian Boe's Subdivision of certain parts thereof) of Section 14, Township 37 North,
Range 11, East of the Third Principal Meridian, according to the plat of said Doolin and Kirk's
Resubdivision recorded August 30, 1889 as document 1149383 in book 37 of plats, page 18 described as
follows: beginning at the intersection of the East line of said Lot 2 and the North line of Sag - Lemont
Road; running thence North along the East line of said Lot 2, a distance of 403 feet; running thence
Westerly and parallel to the Southerly line of said Lot 2, a distance of 300 feet; running thence South and
parallel to the East line of said Lot 2 in said Doolin and Kirk's Resubdivision a distance of 363 feet, to a
point that is 73 feet North of the South line of said Lot 2, also being a point on the North line of
Document 21062560; thence Southeasterly along a straight line a distance of 303.12 feet to the point of
beginning in Cook County, Illinois.
Parcel 2
The East ' /2, as measured on the north and south lines, of that part of Lot 2 of Doolin and Kirk's
Resubdivision of the East 404.7 feet of the southwest '/4 of the southeast '/4 and of the southeast '/4 of the
southeast '/4 (except therefrom Lots 1, 2, 3, 4 and 5 of Christian Boe's Subdivision of certain parts
thereof) of Section 14, Township 37 North, Range 11 East of the Third Principal Meridian, in Cook
County, Illinois, according to the plat thereof recorded of said Doolin and Kirk's Resubdivision on
August 30, 1889 as Document No. 1149383, in Book 37 of Plats, Page 18, described as follows:
Commencing at a point on the center line of Sag- Lemont Road 300.0 feet westerly of the southeast corner
of said Lot 2, as measured along the south line of said Lot 2; thence northerly on a line parallel to the east
line of said Lot 2, a distance of 851.40 feet to the north line of said Lot 2, being also the north line of the
south '/2 of the southeast % of said section 14; thence westerly along said north line, a distance of 578.94
feet to the east line of The Commonwealth Edison Company right of way; thence southerly along the east
line of said The Commonwealth Edison Company right of way a distance of 848.63 feet to the center line
of Sag- Lemont Road, being also the south line of said Lot 2; thence easterly along said center line a
distance of 578.2 feet to the place of beginning, (excepting therefrom that parcel of land condemned by
the Department of Public Works and Buildings of the State of Illinois for and on behalf of the People of
the State of Illinois, in Case No. 69L13193 of the Circuit Court of Cook County, Illinois; and excepting
therefrom that parcel of land South of the line marked as "PROP. R.O.W." on that certain Illinois
Division of Highways Right of Way Plat, 111th St. and Archer Road, Parcels: 19 & 20, Job R -90- 088 -68,
dated January 30, 1969) all in Cook County, Illinois.
5439757.17
EXHIBIT B TO PURCHASE AND SALE AGREEMENT
A. Title and Survey
Lot A - 12897 Main
1. Warranty deed from Carl Shultz and Clara Shultz to J. Marich and Sons, Inc. dated October 5,
1966 and recorded October 26, 1966 as Document No. 19978099 in the County of Cook, Illinois
Recorder's Office.
2. Warranty deed from J. Marich and Sons, Inc. to the State of Illinois dated October 31, 1969 and
recorded November, 1969 as Document No. 21023519 in the County of Cook, Illinois Recorder's
Office.
3. Warranty deed from J. Marich and Sons, Inc. to the Department of Public Works and - Buildings of
the State of Illinois dated January 13, 1970 and recorded January 21, 1970 as Document No.
21062560 in the County of Cook, Illinois Recorder's Office.
4. Title Commitment issued by First American Title Insurance Company File No. NCS- 147781-
STLO having an effective date of February 18, 2005.
5. Plat recorded August 30, 1889 in Book 37, Page 18 as Document No. 1149383 in the County of
Cook, Illinois Recorder's Office.
Lot B -12935 Main
6. Warranty Deed from Vista Industries, Inc. to J. Marich and Sons, Inc. dated June 11, 1975 and
recorded as Document No. 23114812 in the County of Cook, Illinois Recorder's Office.
7. Chicago Title Insurance Company Title Insurance Policy, Order No. NW6123511 dated January
13, 2005 issued to Insituform Technologies USA, Inc., successor by merger to Insituform
Midwest Inc., successor by merger to J. Marich and Sons, Inc.
8. Title Commitment issued by First American Title Insurance Company File No. NCS- 148725-
STLO having an effective date of February 18, 2005.
9. Grant of Easement from J. Marich and Sons, Inc. to Illinois Bell Telephone Company dated July
29, 1986 and recorded as Document No. 86371637 in the County of Cook, Illinois Recorder's
Office.
10. Grant of Easement from J. Marich & Sons, Inc. to Heritage Standard Bank & Trust Company as
Trustee under Trust Agreement dated May 14, 1985 and known as Trust Number 9635 dated
August, 1986 and recorded as Document No. 86428778 in the County of Cook, Illinois
Recorder's Office.
11. Grant of Easement from J. Marich & Sons, Inc. to Heritage Standard Bank & Trust Company as
Trustee under Trust Agreement dated May 14, 1985 and known as Trust Number 9635 dated
August, 1986 and recorded January 23, 1987 as Document No. 87045408 in the County of Cook,
Illinois Recorder's Office.
5439757.17
12. Grant of Easement from Robert B. MacNeal to Heritage Standard Bank & Trust Company as
Trustee under Trust Agreement dated May 14, 1985 and known as Trust Number 9635 dated
August 11, 1986 and recorded as Document No. 86628706 in the County of Cook, Illinois
Recorder's Office.
13. Ameritech General Easement from Marich Family Limited Partnership to Illinois Bell Telephone
Company a/k/a Ameritech Illinois dated January 15, 2002 and recorded January 24, 2002 as
Document No. 0020095299 in the County of Cook, Illinois Recorder's Office.
14. Illinois Division of Highways Right of Way Plat, 111th St. and Archer Road, Parcels: 19 & 20,
Job R -90- 088 -68, dated January 30, 1969.
B. Environmental Materials
15. Letter, dated February 27, 2004, from CMG Environmental, Inc. to Blackwell, Sanders, Peper &
Martin, re Preliminary Report of Findings and Remedial Cost Estimate, CMG ID 2003 -098
16. Phase I Environmental Site Assessment, for 12897 Main Street, Lemont, IL, Project A1257 -610-
0, dated May 2005, prepared by GaiaTech Inc.
17. Phase I Environmental Site Assessment, for 12935 Main Street, Lemont, IL, Project A1258 -610-
0, dated May 2005, prepared by GaiaTech Inc.
18. Letter, dated June 8, 2005, from Thompson Coburn LLP to Illinois Environmental Protection
Agency, re Insituform Technologies, Inc., 12897 Main Street, Lemont IL 60439, Request for
Designation as Confidential Business Information, including Environmental Compliance Audit
for 12897 Main Street, Lemont IL, dated June 8, 2005, prepared by CMG Environmental, Inc.
19. Phase I Environmental Site Assessment, Project 20603.013, dated June 2007, prepared by Patrick
Engineering, Inc.
20. Comprehensive Site Investigation Report / Remediation Objectives Report / Remedial Action
Plan, Patrick Project No. 20603.013, dated July 2007, prepared by Patrick Engineering, Inc.
21. Letter, dated July 24, 2007, from Illinois Environmental Protection Agency to Insituform
Technologies USA, Inc., re: LPC #0311625051 — Cook County, Lemont /Insituform Technologies
USA, Site Remediation/Technical Reports
22. Letter, dated September 19, 2007, from Patrick Engineering Inc. to Illinois Environmental
Protection Agency, re: LPC #0311625051 — Cook County, Lemont /Insituform Technologies
USA, Site Remediation /Technical Reports, Patrick Project No. 20603.013
23. Letter, dated October 23, 2008, from Patrick Engineering Inc. to Illinois Environmental
Protection Agency, re: LPC #0311625051 — Cook County, Lemont/Insituform Technologies
USA, Site Remediation /Technical Reports, Patrick Project No. 20603.013
24. Letter, dated March 20, 2009, from Illinois Environmental Protection Agency to Insituform
Technologies USA, Inc., re: LPC #0311625051 — Cook County, Lemont /Insituform Technologies
USA, Site Remediation /Technical Reports
5439757.17
25. No Further Action letter issued by the IEPA and dated December 17, 2009 and recorded on
January 26, 2010 as Document No. 1002628007.
C. SSA
26. Village of Lemont Ordinance 0- 30 -09; an Ordinance Establishing Village of Lemont Special
Service Area No. 1, dated April 13, 2009
5439757.17
EXHIBIT C
Form of Lease
[attached hereto]
5439757.17
LEASE AGREEMENT
This LEASE AGREEMENT ( "Lease "), dated as of , 2012 ( "Effective Date "), by and
between the Village of Lemont, an Illinois municipal corporation ( "Landlord "), having an address at 418
Main Street, Lemont, Illinois 60438, Fax: , and Insituform Technologies USA,
Inc., a Delaware corporation ( "Tenant "), having an address at 17988 Edison Ave., Chesterfield, Missouri
63005, Attn: General Counsel, Fax: (636) 530 -8701. This Lease Agreement is made as additional
consideration for the PURCHASE AND SALE AGREEMENT between these Parties related to the
Premises.
1. Premises. Landlord hereby demises and leases to Tenant the property commonly described as 12897
Main and 12935 Main, Lemont Illinois, as more fully described on Exhibit A attached hereto, together
with any and all buildings and improvements located thereon, and with all rights, privileges, easements,
appurtenances, and immunities belonging to or in any way pertaining thereto (the "Premises "). Tenant
accepts the Premises in "as -is, where -is" condition "with all faults," and without warranty of any kind,
and Landlord shall have no obligation to perform any work at the Premises.
2. Term. The term ( "Term ") of this Lease shall commence on [March 30, 2012 — insert actual Closing
Date] (the "Commencement Date ") and expire on September 30, 2012. Tenant may extend the Term for
a period of approximately ninety (90) days (to December 30, 2012) by delivering written notice of such
extension to Landlord prior to the original expiration date. Tenant may terminate this Lease at any time
by delivering written notice to Landlord at least thirty (30) days prior to such termination.
3. Rent. Tenant agrees to pay to Landlord rent in the amount of Zero Dollars per month (the "Rent ")
for the Premises in advance without demand, after the Commencement Date for the remainder of the
Term in equal monthly installments. All payments of Rent shall be sent to Landlord's address set forth
herein.
4. Permitted Use. Subject to the requirements of the Village of Lemont Zoning Code, Tenant may use
the Premises for office, industrial, manufacturing, warehouse, distribution, assembly, outdoor and inside
storage of vehicles, equipment and materials, and all other lawful uses and purposes, including without
limitation, the manufacture, processing and assembly of sewer, pipe and tunnel repair material,
distribution thereof; provided, however, that Tenant shall comply with all governmental laws, rules,
requirements, orders, ordinances, and regulations applicable to Tenant's use of the Premises during the
Term.
5. Liens. Landlord's title is paramount and always shall be paramount to the title of Tenant and nothing
contained in this Lease shall empower Tenant to do any act which can, shall or may encumber the title of
Landlord. Tenant covenants and agrees not to suffer or to permit any lien of mechanics or materialmen to
be placed upon or against the Premises, or against Tenant's leasehold interest in the Premises and, in case
of any such lien attaching, to pay and remove the same within thirty (30) days. Tenant has no authority or
power to cause or to permit any lien or encumbrance of any kind whatsoever, whether created by act of
Tenant, operation of law or otherwise, to attach to or be placed upon the Premises. If any such liens so
attach and Tenant fails to pay and remove the same within thirty (30) days, Landlord, at its election, may
pay and satisfy the same and in such event the sums so paid by Landlord, with interest from the date of
Landlord's payment thereof at the rate of 1.5% per month for amounts owed to Landlord by Tenant, shall
be deemed to be additional rent due and payable by Tenant at once without notice or demand.
6. Maintenance. Tenant shall maintain the premises at all times in accordance with applicable codes
and in substantially the same condition as it exists on the commencement date, reasonable wear and tear
excepted. Landlord shall have no obligation to maintain, repair or replace the Premises or any part
5439964.16
thereof. In the event Tenant does not wish to make a repair which is required by code, it may cancel the
lease by sending written notice and all rent due through the date of vacation.
7. Improvements and Alterations. Tenant may not construct improvements on the Premises, except
with Landlord's prior written consent. All improvements (other than permanently installed improvements
to the structures at the Premises) constructed by Tenant, and Tenant's equipment and personal property
and inventory located at the Premises, may be removed by Tenant at any time if Tenant so elects.
8. Insurance. During the Term, (i) Tenant shall maintain, at its cost and expense, policies of insurance
containing the following insurance coverages: commercial general liability insurance with respect to the
Premises and the business of Tenant in amounts no less than One Million Dollars ($1,000,000) per
occurrence, Two Million Dollars ($2,000,000) aggregate limit; and Landlord shall maintain, at its cost
and expense, similar liability insurance; and each party shall name the other party as an additional
insured, and (ii) Landlord shall maintain, at its cost and expense, "All Risk" property insurance, insuring
the improvements on the Premises for the full replacement value thereof. Each party waives any and all
claim against the other for property damage insured by policies required to be carried hereunder, and shall
cause its insurer to waive all subrogation rights with respect thereto.
9. Casualty and Condemnation. If the Premises or any part thereof is taken by right of eminent
domain, or by private purchase in lieu thereof (collectively, a "taking "), or if the Premises or any part
thereof is damaged or destroyed by fire or other casualty (collectively, a "casualty "), and the taking or
casualty would prevent or materially interfere with Tenant's use of the Premises for the Permitted Uses,
this Lease shall terminate at the option of Tenant. If this lease is so terminated, then Tenant shall assign
to Landlord all proceeds available from insurance or taking. Neither party shall have any obligation to
restore or repair damage from any casualty or taking.
10. Defaults and Remedies. The following events shall be deemed to be events of default by Tenant
under this Lease: (a) Tenant shall fail to pay any installment of Rent when due, and such failure shall
continue for a period of ten (10) days after receipt of written notice of such nonpayment, or (b) Tenant
shall fail to comply with any other term or covenant of this Lease, and shall not cure such failure within
thirty (30) days after written notice thereof to Tenant, or such longer period as may be necessary to cure
such default provided Tenant is diligently proceeding to obtain such cure. Upon the occurrence of any of
the events of default described above, Landlord may terminate this Lease, in which event Tenant shall
immediately surrender the Premises to Landlord. Notwithstanding anything herein to the contrary, in the
event that Landlord fails to perform any of its obligations under this Lease and shall not cure such failure
within thirty (30) days after written notice thereof to Landlord, or such longer period as may be necessary
to cure such default provided Landlord is diligently proceeding to obtain such cure, Tenant shall have the
right to perform such obligation or obligations and to be reimbursed by Landlord for the cost thereof. If
Landlord fails to pay such amount, then Tenant will have the right to offset against the Rent due
hereunder the amount so expended.
11. Taxes and Utilities.
a. The parties acknowledge that 2011 real estate taxes and any tax appeals are governed by
the provisions of that certain Purchase and Sale Agreement between the parties, dated as of (the
"Contract ").
b. Tenant shall be responsible for the 2012 real estate taxes accruing during the Term,
minus the amount accruing related to Lemont SSA Number 1. Tenant shall pay, on a monthly basis, along
with payments of Rent, an amount equal to 1/12 of the 2010 Tax Bill (minus the amount related to
Lemont SSA Number 1), and such amount shall be deemed to be part of "Rent "; Landlord shall be
responsible for paying such taxes when and as they become due (including all of the SSA). If the actual
taxes attributable to the Term, minus the amount related to Lemont SSA Number 1, exceed the estimated
5439964.16 2
payments made by Tenant, then Tenant shall promptly pay such deficiency to Landlord. if the estimated
payments made by Tenant exceed actual attributable to the Term, minus the amount related to Lemont
SSA Number 1, then Landlord shall promptly refund the excess to Tenant. This provision shall survive
the termination of this Lease
c. Tenant shall pay for all sewer, water, gas, electricity, telephone, internet and other
utilities it consumes on the Premises during the Term; all such utilities shall, to the fullest extent possible,
remain in the name of Tenant during the Term. Landlord shall have no responsibility whatsoever for any
costs related to the Premises during the term of this Lease, other than for the SSA Tax as expressly set
forth herein.
12. Surrender. Tenant shall surrender the Premises in substantially the same condition as it found the
Premises at the Commencement of this Lease; provided however, that Tenant shall remove all of its
equipment, trade fixtures and personal property (but excluding the buildings and building standard
fixtures) prior to the expiration of the Lease, and shall remove or dispose of all trash and rubbish.
13. Landlord Representations, Warranties and Covenants. Landlord covenants that its estate in the
Premises is free from any and all claims of possession and occupancy except as may be shown on that
certain Commitment for Title Insurance No. dated issued by First
American Title Insurance Company (the "Title Commitment "), and that the Tenant, subject to those
matters disclosed in the Title Commitment, shall peaceably and quietly have, hold and enjoy the Premises
for the Term free from disturbance by Landlord or any other persons or legal entity whatsoever until
terminated in accordance with the terms hereof. Landlord hereby waives any lien it may have on
Tenant's personal property.
14. Assignment and Subletting. Except for transfers to an entity related to Tenant, and except pursuant
to any bona fide restructuring or transfer of the Tenant's capital stock or assets, Tenant shall not assign or
sublet the Lease or the Premises without Landlord's prior written consent.
15. Notices. Any notice or demand which either party may or must give to the other hereunder shall be
in writing and sent to the applicable address set forth in the first paragraph of this Lease (which such
addresses may be changed by the giving of written notice to the other party). Any such notice shall be
deemed to have been given and received and effective as follows: (i) on the day which such notice is sent
by facsimile, if the sender or giver of the notice has received electronic verification that the facsimile has
been received; (ii) on the day after the sender or giver of the notice deposits at sender's cost such notice
for delivery with a nationally recognized overnight courier service, specifying next day delivery; (iii) on
the third day after sender or giver of the notice deposits at sender's cost such notice in the U.S. Mail, and
such notice is sent certified, return receipt requested, or (iv) on the day of hand delivery.
16. Miscellaneous. The terms, provisions, covenants, and conditions contained in this Lease shall inure
to the benefit of, and be binding upon, the parties hereto and upon their respective heirs, legal
representatives, successors and permitted assigns. Each party represents and warrants to the other that the
execution of this Lease has been duly authorized by all necessary action and no consent of any third party
is necessary. Time is of the essence with respect to the performance of each of the covenants and
agreements hereunder. If any provision of this Lease shall be unlawful, then such provision shall be null
and void, but the remainder of this Lease shall remain in full force and effect and be binding on the
parties. This Lease represents the entire agreement between the parties and supersedes all prior
negotiations and oral or written communications between the parties concerning the subject matter hereof.
No provision of this Lease may be modified or terminated except by an instrument in writing signed by
the party against whom enforcement of the modification or termination is sought. In the event of any
dispute or litigation arising out of this Lease, the prevailing party shall be entitled to recover from the
other party its reasonable costs and expenses, including reasonable attorneys' legal fees and expenses.
5439964.16 3
This Lease and the terms hereof shall be governed by the internal laws of the State in which the Premises
is located (without giving effect to the conflicts of law provisions thereof). This Lease may be executed
in counterparts and by fax, and all counterparts, whether faxed or original, when taken together, shall be
deemed a single instrument.
17. HAZARDOUS SUBSTANCES
a. Defined Terms.
i. "Claim" shall mean and include any demand, cause of action, proceeding or suit
for any one or more of the following: (i) actual or punitive damages, losses, injuries to person
or property, damages to natural resources, fines, penalties, interest, contribution or settlement,
(ii) the costs of site investigations, feasibility studies, information requests, health or risk
assessments, or Response (as hereinafter defined) actions, and (iii) enforcing insurance,
contribution or indemnification agreements.
ii. "Environmental Law" shall mean and include all federal, state and local statutes,
ordinances, regulations, and rules relating to environmental quality, health, safety,
contamination and clean -up, including, without limitation, the Clean Air Act, 42 U.S.C.
Section 7401 et seq.; the Clean Water Act, 33 U.S.C. Section 1251 et seq., and the Water
Quality Act of 1987; the Federal Insecticide, Fungicide, and Rodenticide Act ( "FIFRA "), 7
U.S.C. Section 136 et seq.; the Marine Protection, Research, and Sanctuaries Act, 33 U.S.C.
Section 1401 et seq.; the National Environmental Policy Act, 42 U.S.C. Section 4321 et seq.;
the Noise Control Act, 42 U.S.C. Section 4901 et seq.; the Occupational Safety and Health
Act, 29 U.S.C. Section 651 et seq.; the Resource Conservation and Recovery Act ( "RCRA "),
42 U.S.C. Section 6901 et seq., as amended by the Hazardous and Solid Waste Amendments
of 1984; the Safe Drinking Water Act, 42 U.S.C. Section 300f et seq.; the Comprehensive
Environmental Response, Compensation and Liability Act ( "CERCLA "), 42 U.S.C. Section
9601 et seq., as amended by the Superfund Amendments and Reauthorization Act, the
Emergency Planning and Community Right -to -Know Act, and Radon Gas and Indoor Air
Quality Research Act; the Toxic Substances Control Act ( "TSCA "), 15 U.S.C. Section 2601
et seq.; the Atomic Energy Act, 42 U.S.C. Section 2011 et seq., and the Nuclear Waste Policy
Act of 1982, 42 U.S.C. Section 10101 et seq.; and the Environmental Protection Act of
Illinois ( "IEPA "), 415 ILCS 5/1 et seq., and state super lien and environmental clean -up
statutes, with implementing regulations and guidelines, as amended from time to time.
Environmental Laws shall also include all state, regional, county, municipal and other local
laws, regulations, and ordinances insofar as they are equivalent or similar to the federal laws
recited above or purport to regulate Hazardous Materials (as hereinafter defined).
iii. "Hazardous Materials" shall mean and include the following, including mixtures
thereof: any hazardous substance, pollutant, contaminant, hazardous waste, by- product or
constituent regulated under CERCLA; oil and petroleum products and natural gas, natural gas
liquids, liquefied natural gas and synthetic gas usable for fuel; pesticides regulated under the
FIFRA; asbestos and asbestos - containing materials, PCBs, and other substances regulated
under the TSCA; source material, special nuclear material, by- product material and any other
radioactive materials or radioactive wastes, however produced, regulated under the Atomic
Energy Act or the Nuclear Waste Policy Act; chemicals subject to. the OSHA Hazard
Communication Standard, 29 C.F.R. § 1910.1200 et seq.; and industrial process and pollution
control wastes, whether or not hazardous within the meaning of RCRA.
iv. "Manage" or "Management" means to generate, manufacture, process, treat,
store, use, re -use, refine, recycle, reclaim, blend or burn for energy recovery, incinerate,
accumulate speculatively, transport, transfer, dispose of, or abandon Hazardous Materials.
5439964.16 4
v. "Release" or "Released" shall mean any spilling, leaking, pumping, pouring,
emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing of
Hazardous Materials into the environment, as "environment" is defined in CERCLA.
vi. "Response" or Respond" shall mean action taken in compliance with
Environmental Laws to correct, remove, remediate, cleanup, prevent, mitigate, monitor,
evaluate, investigate, assess or abate the Release of a Hazardous Material occurring after the
Effective Date.
b. Tenant's Obligations With Respect to Environmental Matters. During the term of
this Lease, (a) Tenant shall not violate after the Effective Date any Environmental Laws applicable to
business operations conducted by Tenant on the Premises after the Effective Date; (b) Tenant shall not
Manage, or authorize the Management of, any Hazardous Materials on the Premises, including
installation of any underground storage tanks, except in compliance with Environmental Laws, without
prior written disclosure to and approval by the Landlord; (c) Tenant shall not take any action that would
subject the Premises to permit requirements under RCRA for storage, treatment or disposal of Hazardous
Materials; (d) Tenant shall not dispose of Hazardous Materials in dumpsters provided by Landlord for
tenant use; (e) Tenant shall not discharge Hazardous Materials into Project drains or sewers in violation of
any Environmental Laws; (f) Tenant shall not cause or allow the Release of any Hazardous Materials on,
to or from the Property in violation of any Environmental Laws; and (g) Tenant shall arrange at its own
cost for the lawful transportation and off -site disposal of all Hazardous Materials that it generates after the
Effective Date.
c. Copies of Notices. During the term of this Lease, Tenant shall provide Landlord
promptly with copies of all summons, citations, directives, information inquiries or requests, notices of
potential responsibility, notices of violation or deficiency, orders or decrees, Claims, complaints,
investigations, judgments, letters, notices of environmental liens or Response actions in progress, and
other communications from the United States Environmental Protection Agency, Occupational Safety and
Health Administration, Illinois Environmental Protection Agency, or other federal, state or local agency
or authority, or any other entity or individual, concerning (a) any Release of a Hazardous Material on, to
or from the Premises by Tenant after the Effective Date; (b) the imposition of any lien on the Premises
with respect to any Release of a Hazardous Material on, to or from the Premises by Tenant after the
Effective Date; or (c) any violation after the Effective Date of any Environmental Laws applicable to
business operations conducted by Tenant on the Premises after the Effective Date. Landlord and
Landlord's beneficiaries, agents and employees shall have the right to enter the Premises and conduct
appropriate inspections or tests in order to determine that there are no violations by Tenant after the
Effective Date of any Environmental Laws applicable to business operations conducted by Tenant on the
Premises after the Effective Date.
d. Tests and Reports. Upon written request by Landlord after Landlord's receipt of
credible evidence that Tenant has breached the provisions of this Section 17, Tenant shall provide
Landlord with the results of appropriate reports and tests required by law, with transportation and disposal
contracts for Hazardous Materials, with any permits issued under Environmental Laws, and with any
other applicable documents to demonstrate that there is no violation by Tenant after the Effective Date of
any Environmental Laws applicable to business operations conducted by Tenant on the Premises after the
Effective Date.
e. Tenant's Obligation to Respond. If Tenant's Management of Hazardous Materials at
the Premises after the Effective Date (a) gives rise to liability or to a Claim under any Environmental
Law, (b) causes a significant public health effect, or (c) creates a nuisance, Tenant shall promptly take all
applicable action in Response required by law.
5439964.16 5
f. Indemnification. Tenant shall indemnify, defend and hold harmless Landlord, its
beneficiaries, its lenders, any managing agents and leasing agents of the Premises, and their respective
agents, partners, officers, directors and employees from and against any and all Claims arising from or
attributable to any breach by Tenant of any of its warranties, representations or covenants in this Article
occurring solely during the Term or any extensions or holding over, and not to any Claims arising before
the Term. Tenant's obligations hereunder shall survive the termination or expiration of this Lease.
18. Prevailing Wage Act. Tenant acknowledges the adoption of Public Act 96 -0058, effective
January 1, 2010 which provides that under the Prevailing Wage Act, 820 ILCS 130/.01 et seq. (the
"Act "), the term "public works" includes all projects funded in whole or in part through bonds, grants,
loans or other funds made available by or through the State or any of its political subdivisions. The Act
requires contractors and subcontractors to pay laborers, workers and mechanics performing services on
public works projects no less than the "prevailing rate of wages" (hourly cash wages plus fringe benefits)
in the county where the work is performed. Information regarding current prevailing wage rates, is
provided in the Illinois Department of Labor's website at:
http: / /www.state.i.l.us /agency /idolh-ates /rates.HTM. Tenant shall ensure that all contractors and
subcontractors rendering services at the Premises comply with all requirements of the Act as applicable,
including but not limited to, all wage, notice and record keeping duties.
19. No Collusion. Tenant represents and certifies that (1) Tenant is not barred from contracting with
a unit of state or local government as a result of (a) a delinquency in the payment of any tax administered
by the Illinois Department of Revenue unless Tenant is contesting, in accordance with the procedures
established by the appropriate revenue act, its liability for the tax or the amount of the tax, as set forth in
Section 11- 42.1 -1 et seq., 65 ILCS 5/11- 42.1 -1 et seq.; or (b) a violation of either Section 33E -3 or
Section 33E -4 of Article 33E of the Illinois Criminal Code of 1961, 720 ILCS 5/33E -1 et seq.
20. Sexual Harassment Policy. Tenant certifies that it has a written Sexual Harassment Policy in
full compliance with 775 ILCS 5/2 -10
5439964.16 6
IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the date first written above.
LANDLORD TENANT
VILLAGE 0 LEMONT INSITUFORM TECHNOLOGIES USA, INC.
By — By:
P to ame: Printed Name:
Title:
Title:
5439964.16 7
EXHIBIT A
Parcel 1
That part of Lot 2 of Doolin and Kirk's Resubdivision of the East 404.7 feet of the Southwest quarter of
the Southeast quarter and of the Southeast quarter of the Southeast quarter (excepting therefrom Lots 1, 2,
3, 4 and 5 of Christian Boe's Subdivision of certain parts thereof) of Section 14, Township 37 North,
Range 11, East of the Third Principal Meridian, according to the plat of said Doolin and Kirk's
Resubdivision recorded August 30, 1889 as document 1149383 in book 37 of plats, page 18 described as
follows: beginning at the intersection of the East line of said Lot 2 and the North line of Sag- Lemont
Road; running thence North along the East line of said Lot 2, a distance of 403 feet; running thence
Westerly and parallel to the Southerly line of said Lot 2, a distance of 300 feet; running thence South and
parallel to the East line of said Lot 2 in said Doolin and Kirk's Resubdivision a distance of 363 feet, to a
point that is 73 feet North of the South line of said Lot 2, also being a point on the North line of
Document 21062560; thence Southeasterly along a straight line a distance of 303.12 feet to the point of
beginning in Cook County, Illinois.
Parcel 2
The East 1/2, as measured on the north and south lines, of that part of Lot 2 of Doolin and Kirk's
Resubdivision of the East 404.7 feet of the southwest 1/4 of the southeast 1/4 and of the southeast 1/4 of the
southeast 1/4 (except therefrom Lots 1, 2, 3, 4 and 5 of Christian Boe's Subdivision of certain parts
thereof) of Section 14, Township 37 North, Range 11 East of the Third Principal Meridian, in Cook
County, Illinois, according to the plat thereof recorded of said Doolin and Kirk's Resubdivision on
August 30, 1889 as Document No. 1149383, in Book 37 of Plats, Page 18, described as follows:
Commencing at a point on the center line of Sag- Lemont Road 300.0 feet westerly of the southeast corner
of said Lot 2, as measured along the south line of said Lot 2; thence northerly on a line parallel to the east
line of said Lot 2, a distance of 851.40 feet to the north line of said Lot 2, being also the north line of the
south 1/2 of the southeast 1/4 of said section 14; thence westerly along said north line, a distance of 578.94
feet to the east line of The Commonwealth Edison Company right of way; thence southerly along the east
line of said The Commonwealth Edison Company right of way a distance of 848.63 feet to the center line
of Sag- Lemont Road, being also the south line of said Lot 2; thence easterly along said center line a
distance of 578.2 feet to the place of beginning, (excepting therefrom that parcel of land condemned by
the Department of Public Works and Buildings of the State of Illinois for and on behalf of the People of
the State of Illinois, in Case No. 69L13193 of the Circuit Court of Cook County, Illinois; and excepting
therefrom that parcel of land South of the line marked as "PROP. R.O.W." on that certain Illinois
Division of Highways Right of Way Plat, 111`h St. and Archer Road, Parcels: 19 & 20, Job R -90- 088 -68,
dated January 30, 1969) all in Cook County, Illinois.
5439964.16