Loading...
HomeMy Public PortalAboutResolution 1432RESOLUTION NO. 1432 A RESOLUTION AUTORIZING AN AGREEMENT WITH COMMONWEALTH EDISON COMPANY TO ESTABLISH A CENTERLINE EASEMENT FOR SEWER FORCE MAIN CROSSING THE COMMONWEALTH EDISON PROPERTY NEAR THE JAMES STREET LIFT STATION. WHEREAS, the Village of Plainfield has requested an easement from Commonwealth Edison for the purpose of construction of a Sewer Force Main related to the Springhole Force main and Water main Froject. WHEREAS, Commonwealth Edison has provided an agreement to convey these needed easements to the Village of Plainfield NOW, THEREFORE, BE IT RESOLVED, by the President and Board of Trustee of the Village of Plainfield that the Commonwealth Edison Centerline for Sewer Force Main Easement agreement, dated September 20t", 2004, is acceptable and that the Village President be authorized to execute this agreement. Dated this 20th day of September, 2004 PASSED AND APPROVED this 20th day of September, 2004 r=- `~~'ES: ~6- NAYS: 0 NOT VOTING: 0 __~- ._ ~ ~~. VI~,LAGE P SIDENT ILLAGE CLE CENTER.f..,INE EASEMENT Property: Plainfield I3y-Pass R/W Parcel ~ North ot'Section lb. "Township 36 North, Range 9 East ot•the Third Principal Meridian, Will County, Illinois THIS NON-EXCLUSIVE EASEMENT is made, entered and granted on this3~ day ofx~~~ ?0~~ by and between COMMONWEALTH ED[SON COMPANY, an Cllinois corporation ("Grantor"), and the Village of Plainfield, an Illinois Municipal Corporation ("Grantee"). ITNESSETH WHEREAS, Grantor is the owner of•a parcel of land in the Village of Plainfield, County of Will and State of Illinois, commonly known as Parcel No. ~ of Grantor's Plainfield By-Pass Right of` Way, as situated in part of the Northwest Quarter of Section 16, Township 36 North, Range 9 East of the Third Principal Meridian, in Will County, Illinois, as described on Exhibit"A" ("Grantor's Property"); and WHEREAS, Grantee has requested that Grantor grant to Grantee anon-exclusive easement to construct and operate certain facilities on Grantor's Property; and WHEREAS, Grantor utilises Grantor's Property for Grantor's own business operations, which operations, for purposes hereof, shall include without limitation the construction, recpnstruction, maintenance, repair, upgrade, expansion, addition, renewal, replacement, relocation, removal, use and operation of Grantor's equipment and facilities, whether now existing or hereafter to be installed, in, at, over, under, along or across Grantor's Property (collectively, "Grantor's Operations"); and WHEREAS, Grantor has agreed to grant, and Grantee has agreed to accept, the easement described herein, subject to the terms and conditions,of this Agreement; NOW, THEREFORE, in consideration of the payments, covenants, terms and conditions to be made, performed, kept and observed by Grantee hereunder, Grantor hereby grants unto Grantee, without warranty of title, a non-exclusive easement far the purpose of installing, operating, maintaining, replacing, and removing: i) one (1) l6- inch diameter Force main pipe with a maximum diameter of 30 inches (hereinafter jointly or severally referred to as "Grantee's Facility"), and for no other purpose whatsoever, in, under and across that portion of Grantor's Property. The easement premises for: i) shall be a strip of land being a maximum seventy (30) inches in diameter and lying fifteen (15) inches along either side of the water main centerline; and ii) shall be a strip of land being a maximum of thirty (30) inches in width and lying fifteen (15) inches along either side of the force main's center line (herein referred to as "Grantee's Facilities" of Grantee's Facility, said Canter Lines are more particularly shown and located on Baxter and Woodman" James Street Pump Station ,Farce Main Routing, marked Exhibit "B", attached hereto and made a part hereof. This grant of easement ("Easement") is made subject to Grantee's full and Faithful performance and observance of the following covenants, terms and conditions: Grantee's Use. They following general conditions shall apply to Grantee'$ use of the Easement Premises: a. This Easement shall include such non-exclusive temporary rights over a strip of land Chirty (30) eet in width and located fifteen (l5) along either side Center Lines as depicted in Ex ibiC "B" hereto ("Access Area"), as may be reasonal for the construction, maintena ce, repair, replacement and removal of Grantee's Fay ingress and egress shall be sub ect and subordinate in all respects to Grantor's Oper such temporary access routes ver the Access Area as Grantor in its Sole discretion time to time. The term "Easem nt Premises" as used herein shall include the Acces; Grantee steal Property hereunder, all licens federal, state or local governn operation of Grantee's Facilit any governmental authorities thereon. Grantor may from ti Grantee and are in full force may affect in any way Grante each instance obtaining Grant Grantor's sole discretion. procure and maintain at its own expense, prior to en ~, consents, permits, authorizations and other approve ;ntal authority in connection with the construction, pi and Grantee shall stricCly observe all laws, rules, sta avingjurisdiction over the Easement Premises or Grp ie to time request evidence that all such approvals ha d et`fect. fn no event shall Grantee seek any governn s Operations, including without limitation any zonin is prior written consent, which consent may be grab c. In the event any aspect of Grantee's construction, placement, mai operation of Grantee's Facility at any time violates or is forbidden by any law, statu order or requirement of any governmental authority, Grantee shall immediately disc and at its own expense take all required corrective action, including without limitati portion of Grantee's Facility f om Grantor's Property if required, within the lesser c from Grantee's notice of such iolation or (ii) the period of time required by law fo. violation. Grantee's conflict or interfere with Gran e. This Ease respects to all matters and c of the Easement Premises shall be conducted in a s Operations. rt and the rights granted hereunder are subject and. itions of record affecting the Easement Premises. f. Grantee's oh Grantee's Facility and all tithe entered into by and between G related to the construction or ii Grantor for the installation anc of this Agreement, notwithstar facilities from any such third F igations and liabilities to Grantor under this Agreerr matters shall not be limited or in any manner impair antee and any third parties, including without limita ~tallation of Grantee's Facility, and Grantee shall be operation of Grantee's Facility in accordance with t. ling Grantee's Failure or refusal to accept delivery o ~rties. ~f ingress and egress of the respective ly required by Grantee ility, which rights of` bons and limited to nay designate from Area. ry upon Grantor's s required from any tcement, use and utes and regulations of ntee's operations e been obtained by ental approvals that approvals, without in ed or withheld in tenance, reparr, use or e, rule, regulation, mtinue such operations n removal of al I or any -(i) thirty (3U) days the correction of such that does not rdinate in all nt with respect to d by any agreements on any agreements rnd remain liable to :terms and conditions or title to such g. Without lim'ting the generality of the foregoing, this Easement an the rights granted hereunder are subject and sub rdinate in all respects to the existing and future right of Grantor and its existing lessees, licensees and grantees, existing roads and highways, the rights of a 1 existing utilities, all existing railroad rights-of-way water courses and drainage rights that may be prese tin Grantor's Property; If required, Grantee shall secure the engineering consent of such prior gr ntees as a prerequisite to exercising its rights hereunder and provide Grantor with a copy of the same. Term and Con conditions and covenants of this Agree Grantee shall pay the Grantor the sum easement. ~. The term of this Easement shall be in perpetuity, pursuant to the terms, ;nt,'and shall commence as of the date first hereina ove written. The five thousand dollars (~5.OUl1.Qd) as the agreed up n consideration for the Rights Reseryed_to Grantor. a. Grantor hereby reserves the right at all times to use the surface and subsurface of the Easement Premises for Grantor's Operations in such manner as Grantor deems necessary or appropriate. Grantor's use of Grantor's Property, including the Easement Premises, at all times to gain access to any of Grantor's equipment and facilities thereon shall be paramount to the rights granted to Grantee hereunder and Grantee shall make such access available to Grantor at all times. b. Grantor reserves the right to grant additional access, utility and other leases, licenses, easements and.rights hereafter to third parties through, under, over and across all or any portion of Grantor's Property, including the Easement Premises. 4. Relocation and Restoration of Easement Premises. The following terms and conditions shall govern the rights and obligations. of the parties with respect to relocation and restoration of the Easement Premises: a. In the evenC any alteration, expansion, upgrade, relocation or other change in Grantor's Operations interferes or conflicts with Grantee's use of the Easement Premises hereunder, Grantor shall notify Grantee in writing of such proposed change and the conflict posed by this Easement or the presence of Grantee's Facility on the Easement Premises. Such notice shall contain Grantor's estimate of the additional costs Grantor will incur if the proposed change in Grantor's Operations must be altered to avoid or minimize any conflict or interference with Grantee's use of the Easement Premises. Within ten (10) days after receipt of such notice, Grantee shall notify Grantor in writing of its election to (i) make such changes in Grantee's Facility, at Grange's cost, as in thejudgment of Grantor may be required to avoid or minimize any conflict or interference with the proposed change in Grantor's Operations, including without limitation the relocation of Grantee's Facility to another location on Grantor's Property designated by Grantor, or (ii) reimburse Grantor for all additional costs incurred by Grantor in altering the proposed change in Grantor's Operations to avoid or minimize such conflict or interference. In the event Grantee Fails to notify Grantor in writing of such election within such ten (10) day period, Grantee shall be conclusively deemed to have elected to reimburse Grantor for its additional costs as provided in clause (ii) hereinabove. [n the event Grantee elects to make all changes to Grantee's Facility, including relocation to another location designated by Grantor, required to avoid conflict with the proposed change in Grantor's Operations, Grantee, at its sole cost and in accordance with all applicable terms and conditions of this Agreement, shall promptly take all steps necessary to complete such changes and relocation within a reasonable time but in no event later than sixty (60) days after the date of such election. [n the even[ Grantee elects to reimburse Grantor for the additional costs to be incurred by Grantor, Grantee shall make such payment within thirty (30) days after Grantor's demand therefor. b. Grantee agrees that, within thirty (;0) days after the expiration or termination of this Easement for any reason, Grantee shall, at its cost, remove all of Grantee's Facility from Grantor's Property and restore and repair Grantor's Property to the condition existing prior to the installation of Grantee's Facility. [n the event Grantee fails to so remove its Facilities and restore and repair Grantor's Property, Grantor may elect to do so at Grantee's cost and expense, and, in such event, Grantor may dispose of Grantee's Facility without any duty to account to Grantee therefor. Grantee shall pay all costs and expenses incurred by Grantor in removing Grantee's Facility, including any storage costs, and any costs incurred by Grantor in restoring and repairing Grantor's Property. Any facilities and equipment that Grantee fails to remove From Grantor's Property within thirty (30) days after the expiration or termination of this Easement shall be conclusively deemed to have been abandoned by Grantee and shall become the sole property of Grantor, without liability or obligation to account to Grantee therefor. 5. Condition of Grantpra_Pr~erty. Grantor has made np representations or warranties of any kind or nature whatsoever, whether written or oral, concerning the suitability of Grantor's Property or the Easement Premises for the placement of Grantee's Facility thereon or Grantee's use of the Easement Premises for the purposes contemplated herein. fn entering into this Agreement, Grantee has relied solely upon such independent investigations of the condition of Grantor's Property as Grantee has deemed necessary or appropriate in its discretion, and Grantee has not relied u~ conditions of Grantor's Property. This I CONDITION, WITH ALL FAULTS, ai make Grantor's Property or the Easemei expressly provided herein. editions Govern a. All work pet all work related to the installat relocation, replacement or rem specifications approved in wri review and approve any amen prior to the performance of am furnish to Grantor "as-built" d Facility. b. Prior to the p approvals and authorizations re Grantor with satisfactory evide certificates of insurance for eat subcontractor's compliance wi c. Except for e provide Grantor with not less t maintenance) so that Grantor r safety and reliability of Grants the commencement of its worl' Any cost and expense of such (30) days after receipt of a bill Grantee's work performed in t such representative. ~n any statements, representations or agreements of rantor regarding the asement is granted over the kasement Premises in it AS-IS, WHERE-IS d Grantor has not agreed to undertake any improve ents or other tivork to t Premises suitable for Grantee's intended use, exce t as may be otherwise ormed by Grantee pursuant to this Agreement, inclu ing without limitation ~n, alteration, maintenance (excluding only routine aintenance), repair, wal of Grantee's Facility, shall be performed in acco dance with plans and ng by Grantor prior to the commencement of such w rk. Grantor shall rents, additions or other changes to such approved. plans and specifications, work identitied therein. Upon completion of such w rk, Grantee shall swings accurately showing the installed locations of II of Grantee's formance of any work, Grantee shall (i) obtain all a plicable permits, tired from any federal, state or ]ocal governmental uthority and furnish e that all such approvals have been obtained and (ii) furnish Grantor with contractor and subcontractor evidencing such contr ctor's or the requirements of Section 10 hereof. tergency repairs affecting the health and safety of th public, Grantee shall pan thirty (30) days' advance notice of any work (including routine ay take such protective actions as Grantor deems ne essary to ensure the 's facilities in the area of Grantee's proposed work. rantee shall postpone until such time as Grantor has completed any and all such protective work. rotective work shall be borne by Grantee and paid b Grantee within thirty herefor. Grantor may elect, on a case-by-case basis, to have all of e presence of a representative of Grantor and in a m nner satisfactory to d. [f Grantee performs any grading, leveling, digging or excavation ork on Grantor's Property, Grantee will notify ] LIE at telephone number (800) 892-Q123 at least se enty-two (72) hours prior to the commencement of uch work in order to locate all existing utility lines t at may be present on Grantor's Property. If Grantee damages any such underground facilities in the tour e of its work, Grantee will promptly reimburse Grant r or the owner of such equipment or facilities for an and all expense incurred in repairing or replacing such damage. e. Except fore ergency repairs that are affecting the health and safe y of the public, which emergency repairs should be c Iled in within Che first 8-hours of entering Grantor's roperty and confirmed by Grantor, Grantee shall noti Grantor's Representative, telephone number (630 4 7-2824, at least forty- eight (48) hours in advance of ntering Grantor's Property for the performance of any work (including routine maintenance). The tim ng and scheduling of such work shall be subject to rancor's prior approval. In the event Grantee is require to perform any emergency repair work affecting the health and safety of the public, Grantee shall notify Grantor in writing ofsttch repair work within forty-eight (48) hours after the performance of such repair . f. Grantor may withhold its approval to the performance of any war hereunder whenever any of the following condition exist: (i) Grantee is in default under this Agreement, (ii) the performance of such work and the use and occ panty of Grantor's Property contemplated by such ork in Grantor's judgment will interfere with G antor's Operations or any other then existing uses of rrantor's Property, or (iii) Grantor and Grantee have ailed to enter into such supplemental agreements as rantor deems necessary or advisable regardi g the performance of such work. Grantor retains the i«ht to sus end or stogy all such work if in C'irantnr's s le iudament the nnanina nerfnrmance of sr.rch work e dangers Grantor's facilities. or threatens to interfere, with Grantor's Operations, and Grantor shall incur no liability for any additional cost or ex ense incurred b Grantee or an third arties in connection with such work sto age. g. All work shall be performed in a good and workmanlike manner and in accordance with all applicable laws, statutes, building codes and regulations of applicable governmental authorities. Without limiting the generality of the foregoing, Grantee shall cause all work and the placement of Grantee's Facility to meet the applicable requirements of 83 111. Admin. Code Part 305, as amended from time to time, and shall cause all workers performing any work on behalf of Grantee, its contractors and subcontractors, to be equipped for and conform to OSHA safety regulations. Upon completion of the work, Grantee shall (i) provide waivers of lien from each contractor and such other evidence of lien-free completion of the work as Landlord may require and (ii) restore all adjacent and other affected areas of Grantor's Property to their original condition preceding the commencement of such work. h. Grantee shall promptly notify Grantor of any damage caused to Grantor's facilities arising out of or related to the performance of such work, and Grantee will reimburse Grantor on demand for the cost of any such related repairs and expenses incurred by Grantor as a result of such damage. The formula described in Section 13.b shall be used to determine the amount due Grantor as reimbursement for the cost of such repairs. Grantee shall reimburse Grantor's tenants on demand far any damage to the property of Grantor's tenants caused by, arising out of, or attributable to the performance of such work. Damages shall include but not be limited to damages to tenant crops, fences, pastures, livestock, or equipment. Under no circumstances shall any blasting be undertaken on Grantor's Property nor shall any vehicles or equipment be brought or assembled on Grantor's Property having a height greater than fourteen (14) feet above grade. i. There shall be no impairment of any natural or installed drainage facilities occasioned by any work related to Grantee's Facility and Grantee at its cost shall repair and replace all drainage tiles damaged or destroyed during the performance of such work. Grantee will identify the locations of all field tiles by stationing on Grantee's construction plans and the same information will be incorporated into Grantee's "as-built" plans delivered to Grantor upon completion of construction of Grantee's Facility. j. The following additional specific requirements shall apply to the performance of such work: (i) Grantee agrees that Grantee's Facility will be installed in strict conformity with the plans attached hereto as Exhibit "B". (ii) Should any proposed changes to Grantee's Facility be required, either before or after installation, Grantee, or its successor, shall first submit such changes to Grantor, in the form of revised plans for Grantor's review and approval. (iii) Grantee shall install suitable markers acceptable to Grantor at all points where Grantee's Facility enter or leave Grantor's Property, at all road or street crossings, at all rail crossings and at all locations where Grantee's Facility change direction in Grantor's Property. (iv) Grantee agrees, upon completion of the installation of Grantee's Facility, Grantee will replace all backfilling material in a neat, clean and workmanlike manner, with the topsoil on the surface of Grantor's Property, together with the removal of all excess soils, including any rocks, debris or unsuitable FII from Grantor's Property that has been displaced by the placement of Grantee's Facility. At_Grantor's sole electipn Grantor may_permit Grantee to_wenl~ spread any_ portion of the remaining topsoil over Grantee's Facility°.ali~nment in Grantor's Property so Ion; as the.chan~~e in arade_in Grantor's Property does not result in a Grade chan~e_of Treater„than 6-inches from the pre-existina_~r_ade of Grantor's Pro ert rior to the installation of Grantee's Facilit . (v) 7. a. Grantee shat from any governmental author Grantee's Facility on Grantor' evidence thereof. Grantee sha accordance with all requireme. unsafe or hazardous condition: Facility or Grantee's use or oc faithfully perform all such rep; obligation) after thirty (30) da: performed and charge the cost maintenance, the amount due c formula described in Section 1 Grantee sha manner that avoids any interfe demand therefor, Grantee shat damage to persons, property o Grantor's equipment or faciliti of the Easement Premises by C and invitees. Grantee agrees that all of Gra tot's Property as d by the construction of Grantee's Facility shall b leveled, dressed and the tea re-seeded using grass over and along Grantee's ntire construction pro ect site, exce t for those areas that are either tenant o cu ied for ai7riCultural ur oses and/or those areas that involve in wetland const uction where aov rnmental wetland restoration re uirements shall tak recedence. Grantee sha 1 manage the re-seeding process until a firm grass gr wth has been est blished on Grantor's Property. Grantee agrees to leav Grantor's Property in a n at, clean and orderly condition and to the satisfaction of Grantor; including, but,not limited to, the re-seeding of Grantor's Property a required. Grantee hereby covenants and agrees as Poll obtain and maintain all rights, licenses, consents anc ties or third parties with respect to the installation, u~ Property and, at Grantor's request, Grantee shall prt I cause Grantee's Facility to be maintained at all timr its of applicable law, and Grantee shall not permit an to exist in, on or tinder Grantor's Property in connec :upancy of Grantor's Property. [n the event Grantee it and maintenance obligations, Grantor shall have ri s' written notice to Grantee, to cause such repairs a[r thereof to Grantor. In the event Grantor elects to per lrantor from Grantee as reimbursement shall be deter i.b hereof. install Grantee's Facility and use and occupy the E~ ence with Grantor's Operations. Within ten (l0) da reimburse Grantor for all costs incurred by Grantor business, including without limitation the cpst of re s or costs arising from electrical outages, caused by rantee, its representatives, employees, agents, contra approvals required or operation of vide Grantor with s in good repair and in nuisances or other 'ion with Grantee's ails to fully and ;ht (but not the I maintenance to be orm such repair and pined using the ement Premises in a ,after Grantor's > a result of injury or tiring any damage to ~e use and occupancy tors, subcontractors c. Grantee will not cause or permit any mechanic's lien or claim for against the Easement Premise or any other real estate owned by Grantor or any imi which lien or claim for lien ari es out of any contract or agreement for work to be p behalf of Grantee in connectio with this Easement or any of the rights granted to C the event any such lien or clai For lien is Fled, Grantee will promptly pay the same indemnities and agrees to defe d and hold harmless Grantor from and against any a for lien arising out of or in an way connected with Grantee's use and occupancy o Premises. d. Grantee shat and all real property taxes and attributable to Grantee's Facili be responsible for the cost of a water drainage conditions affe and occupancy of the Easemer e. Grantee shal ceases co use Grantee's Facilit Easement. This Easement sha non-use by Grantee. In the eve requests, convey all or any pot (~ 1.00). ien to be asserted rovements thereon, rformed by or on °antee hereunder. In .Grantee hereby id all liens or claims the Easement pay to Grantor, within thirty (30) days after Grantor s demand therefor, any ssessments levied against Grantor's Property during the term hereof that are ~ or Grantee's use and occupancy of the Easement Premises. Grantee shall y and all corrective actions required to address any i pairment of surface ing Grantor's Property or adjacent properties as a re ult of Grantee's use Premises. notify Grantor in writing within thirty (30) days affe the date Grantee and shall provide Grantor with a properly executed elease of this I Germinate without the necessity of trny notice to Gr tee irr the event of nt Grantee abandons Grantee's Facility, Grantee sha I, if Grarrtor so :ion of Grantee's Facility to Grantor pursuant to a bil of sale for one dollar 3. Hold Harmless. Exelon Corporation, a Pennsylvania corporation (Grantor's parent corporation), Grantor, and their respective employees, officers, directors, agents, subsidiaries, affiliates, legal representatives, successors and assigns, from and against any and all claims, actions, proceedings, judgxttents, damages (including consequential damages), liens, fines, costs, liabilities, injuries, losses, costs and expenses (including but not limited to attorneys' fees and costs and loss of electrical service) arising from or related to Grantee's use and occupancy of the Easement Premises or any portion of Grantor's Property, or any work performed hereunder by Grantee, its employees, agents, contractors or subcontractors, or anyone claiming by through or under any of them, or any breach of this Agreement, except to the extent that any such claim, action, proceeding, judgment, damage, lien, fine, cost, liability, injury, loss, cost and expense is attributable solely to the willful misconduct of Grantor, its employees, agents or contractors. This indemnification shall include, but not be limited to, .claims made under any workman's compensation law or under any plan for employee's disability and death benefits (including without limitation claims and demands that may be asserted by employees, agents, contractors and subcontractors). The foregoing indemnity shall survive the termination of this Agreement. b. To the maximum extent permitted by applicable law, Grantee hereby waives any and all claims against Exelon Corporation, a Pennsylvania corporation (Grantor's parent corporation), Grantor, and their respective employees, officers, directors, agents, subsidiaries, affiliates, successors and assigns (collectively, the "Grantor Group"), which Grantee or any person or entity claiming by, through or under Grantee may now or at any time in the future have For injury or damage to persons, property or business sustained in or about the Easement Premises or any other portion of Grantor's Property, including without limitation claims arising from any conditions existing on Grantor's Property or any, acts or omissions of any of the Grantor Group. Grantor shall not be liable to Grantee for any injury, loss or damage to persons, property or business sustained by Grantee, its representatives, employees, agents, contractors or invitees in connection with this Easement or the rights Granted to Grantee hereunder, unless such loss or damage results from Grantor's willful misconduct. In no event shall Grantor be liable for any such injury, loss or damage resulting from any acts or omissions of any third party occupants of the Easement Premises or any other portion of Grantor's Property. or the public. Insurance. a. Grantee shall cause each contractor and subcontractor performing any work on behalf of Grantee pursuant to [his Agreement to purchase and maintain (or Grantee at its own cost shall purchase and maintain on behalf of each such contractgr or subcontractor), prior to commencing any work on Grantor's Property, the following insurance coverage's: (i) Workers' Compensation Insurance Policy: Coverage A - providing payment promptly when due of all compensation and other benetits required of the insured by the workers' compensation law; Coverage B - Employers' Liability: providing payment on behalf of the insured with limits not less than X500,000 each accident occurrence for all sums which the insured shall become legally obligated to pay as damages because of bodily injury by accident or disease, including death at any time resulting therefrom. Coverage A and Coverage B will cover all contractors, subcontractors, and their subcontractors; (ii) Comprehensive General Liability Policy or Policies covering all contractors, subcontractors and all their subcontractors with limits not less than the combined single limit of $x,000,000 For bodily injuries to or death of one or more persons and/or property damage sustained by one or more organizations as a result of any one occurrence, which policy or policies shall not exclude property of Grantor. Commonwealth Edison Company, as Grantor, shall be added as Additional Insured under endorsement GL 2010 or CG 2010. Bodily injury means bodily injury, sickness, or disease sustained by any person which occurs during the policy period, including death, at any time resultinG therefrom. Property damage means (1) physical injury to or destruction of tan;ible property which occurs durinG the policy period, including the loss of 7 use thereof at any tim resulting therefrom, or (2) loss of use of tangible property which has n t been physically injured or destroyed provided such Ions of use is caused by an occurrence during the policy period; and (iii) Aut mobile Liability in the amount of not less than $l,OD0.000 per occur ence combined single limit covering all owned, lease rented and non-owne vehicles. There shall be furnished to Gr ntor, prior to commencing the work of installing, rep (ring, replacing or removing Grantee's Facility, a certifted copy of each policy of insurance or a Certift ate of Insurance evidencing the coverage's spe hied in subsections (i), (ii) and (iii) of this Section. I surance coverage as required herein in subsections ~i) (ii), and (iii) shall be kept in force until all work h s been completed. Declarations in each of said po~licres shall identify the work as being done by and fo others an property owned by Grantor and there sh II be no exclusions in any of said policies not appro ed by Grantor. Grantor hereby reserves the right to am nd, correct and change, from time Co time, the limits coverage and form of policy as may be required fro Grantee's contractor or contractors before entering rantor's Property to perform any work thereon. I, b. All insuranc policies required by this Section l0 shall be issued y good and reputable companies having a Best's Rat ng of A/VIl[ or better and shall provide thirty (30) d ys prior written notice of any substantial change in th coverage, cancellation or non-renewal, Any policie of insurance maintained by Grantee, its con rectors or subcontractors, shall be primary without ri ht of contribution or offset From any policy of insur nce or program ofself-insurance maintained by Gra tor. Grantee agrees and shall require each of its co tractors and subcontractors to agree that they shall e ch arrange for the issuers of all policies of insure ce required hereunder to waive their rights of subrog lion against Grantor, its directors, officers, employes and agents. Grange shall furnish Grantor with cert'tlcates of insurance evidencing Grantee's complia ce with the requirements of this Section 10. 10. Environmental Proteckion a. Grantee steal conduct its operations on Grantor's Property, cause Il work performed by or on behalf of Grantee hereon er to be performed, and otherwise use and occupy th Easement Premises in strict compliance with all ap licable Environmental Laws. Grantee shall net cans or permit any underground storage tanks toe ist or any Hazardous Materials to be introduced or h ndled on Grantor's Property as a result of or in co nection with Grantor's use and occupancy of the Eas menu Premises. Grantee shall defend., indemni and hold harmless Exelon Corporation, a Fennsyly nia corporation (Grantor's parent corporation), Grantor, and their respective employees, afficers, dir ctors, agents, subsidiaries, affiliates, legal representatives, successors and assigns, from and again t from and against any claims, actions, proceedings, jt dgments, damages (including consequential damages ,liens, fines, costs, liabilities, injuries, losses, cost and expenses ,including but not limited to attorneys' and consultants' fees and costs, whether asserted un er Environmental Laws or at common law, arising o t of or related to (i) any breach by Grantee of the e vironmental covenants set forth above or (ii) any vi lation of any Environmental Laws or the pr Bence, release or threatened release of any Hazardous Materials at, on or beneath Grantor's Property as result of or in connection with any act or omission o Grantee, its agents, employees, contractors, or any entity in privity with or providing a benefit to Grante As used in this section, the term "Environmen al Laws" shall mean all federal, state and local statut s, regulations or ordinances relating to the prate lion of health, safety or the environment including, ithout limitation, the Clean Air Act, the Water Pollu ion Control Act, the Resource Conservation and Rec very Act, the Comprehensive Environmental Response, Compensation and Liability Act, the Toxi • Substances Control Act, all statutes, rules and regu ations applicable to wetlands of any federal, state, co my or local regulatory agency, and all simi ar state and local laws now or hereinafter enacted or mended. "Hazardous Materials" shall mean any was e, pollutant, toxic substance or hazardous substance, ontaminant or material regulated by any Envi onmental Law including, without limitation, petrole m or petroleum-based substances or wastes, asbestos nd polychlorinated biphenyls. The foregoing coven nts and indemnification obligations sh II survive any termination of this Grant of Easement. b. Without limiting the generality of the foregoing, prior to commencing any work on Grantor's Property, Grantee at is sole cost shall (i) secure and provide Grantor with copes of any wetland permits required from any federal state or local regulatory agencies and (ii) if applicable, identify the erosion control methods or any other method provided by the Federal Clean Water Act to prevent construction material or debris from filling any wetland area. Lf any construction material or debris should till any wetland areas, Grantee at its sole cast shall cause the same to be removed and the area restored to its original condition to the extent required by applicable law or reasonably required by Grantor. Grantee at its sole cost shall monitor, maintain, and restore any wetland areas affected by its use and occupancy on Grantor's Property for the time specified in any and all permits, licenses or other approvals obtained by Grantee hereunder. c. - If, during the term of this Agreement, Grantee becomes aware of any violation of Environmental Laws or of the presence of any Hazardous Materials or threatened presence of Hazardous Materials in, on, over or under the soil, groundwater ar other areas of Grantor's Property resulting from or connected with Grantee's use and occupancy of Grantor's Property, Grantee shall promptly notify Grantor in writing of such conditions and shall immediately secure the affected area in a manner required to protect public health and safety. d. Grantee shall manage any excavated soils in which Hazardous Materials are encountered in accordance with all applicable Environmental Laws, and, if permitted by such la~,vs, shall restore the excavated work area to the condition existing before such Hazardous Materials were encountered. If, under applicable Environmental Laws, the excavated soils cannot be returned to the excavated work area, Grantee shall remove and dispose of the excavated contaminated soil at no cost to Grantor in the manner required by applicable Environmental Law, but in no event shall such contaminated soil be redeposited on Grantor's Property. 1 1. Defaults. The occurrence of any of the following shall constitute an event of default ("Event of Default") under this Agreement: a. Grantee's failure to pay when due any amount payable by Grantee hereunder and the continuation of such default for a period often (10) days after notice thereof from Grantor; or b. Grantee's failure to perform or observe any other covenant, term or condition to be performed or observed by Grantee hereunder; and the continuation of such default for a period of thirty (30) days after notice thereof from Grantor; provided, however, that if such default cannot be cured within thirty (30) days and Grantee has undertaken diligent efforts within such thirty (30) day period to effect a cure, then the cure period shall be extended for such additional time, not to exceed an additional sixty (60) days, as may be required by Grantee through the exercise of continuous, diligent efforts to complete all required corrective action; or c. Any representation or warranty of Grantee hereunder proves to be false or misleading in any material respect when made; or d. Grantee's failure to maintain or cause its contractors or subcontractors to maintain the insurance coverage's required under Section 10 hereof or Grantee's failure to furnish Grantor with evidence of such insurance as required by said Section; or e. Grantee's failure to operate or maintain Grantee's. Facility for a period of twelve (12) consecutive months. l2. Remedies. Upon the occurrence of an Event of Default, Grantor may exercise any one or more of the following remedies: a. terminate this Easement and all rights and privileges of Grantee under this Agreement by written notice ro Grantee; or 9 b. take any and default and charge the cost ther then published by The First Na money center bank located in C percent (20%) of the cost of the Grantor in administering such c demand therefor; or all corrective actions Grantor deems necessary or ap ropriatc: to cure such eof to Grantee, together with. (i) interest thereon at th Corporate Base Rate !ional Bank of Chicago (or at the prime rate then published by any other :hicago) and (ii) an administrative charge in an amou t equal to twenty corrective action to defray part of the administrative expense incurred by ure, such payment to be made by Grantee upon Gran or's presentment of c. any other re edy available at law or in equity to Grantor, includ specific performance of Grante 's obligations hereunder. Grantee shall be liable fir and shall rei burse Grantor upon demand for all reasonable attorn incurred by Grantor in enforcing Grante 's obligations under this Agreement, whether or not proceedings in connection therewith. N delay qr omission of Grantor to exercise any right c any default shall impair any such right or power or be construed to be a waiver of any such d acquiescence therein. No waiver of any breach of any of the covenants of this Agreement sh or held to be a waiver of any other breach, or as a waiver, acquiescence in or consent to any t breach of the same covenant. The accep ante of payment by Grantor of any of the fees or chi Agreement shall not constitute a waiver f any breach or violation of the terms or conditions 13. Notices. All notices, quests, demands and other communications hereun and shall be deemed given if delivered i person or by messenger or sent by U.S. certified m requested, or by anationally-recognized overnight courier to the parties at the following add substitute addresses as may be provided by either party in the manner described herein): If to Grantor: Manager ofSales & Easements Bealll Estate & Facilities Co monwealth Edison Company Th.r e Lincoln Centre Oak rook Terrace, Illinois, 60681 If to Grantee: Vill ge of Plainfield Public Works Department 240 0 West Lockport Street Plai field, Illinois 60544 without limitation y's fees and costs irantor tiles legal power arising from vault or any 1 be construed, taken oher or succeeding ges set forth in this f this Agreement. :r shall be in writing 1, return receipt sses (or such Such notices shall be deemed effective hen personally delivered, if delivered in person orb messenger, three (3) days following deposit in U.S. mail, if dt~livered by certified mail, or one day following depos t with a nationally- recognized overnight courier. 14. Miscellaneous. a. Grantee's obl gacions under Sections 7, 8, 10 and 12 hereof shall st rvive the expiration or termination of this Easement and Grantee's rights and privileges tinder this Agree ent. b. This Agreeme and inure to the benefit of the p. provided, however, that Grantee obligation in this Easement or u consent may be granted or withl Grantee to assign all or any poc-t be void and of no force and effe include the parties and their resl assigns being limited to its pern' nt and the rights and obligations of the parties hereto shall be binding upon ~rties and their respective successors, personal repres ntatives and assigns; shall have no right to assign all or any portion of its fight, title, interest or lder this Agreement without the prior written consen of Grantor, which field by Grantor in its sole and exclusive discretipn. ny attempt by ion of its interest hereunder without Grantor's prior, ritten approval shall ~t. The terms "Grantor" and "Grantee" as used herei are intended to ective legal representatives, successors and assigns (s to Grantee such fitted assigns). 1~ c. Upon any transfer or conveyance of the Easement Premises by Grantor, the transferor shall be released from any liability under this Agreement, and the transferee shall be bound by and deemed to have assumed the obligations of Grantor arising after the date of such transfer or conveyance. d. This Agreement constitutes the entire agreement and understanding of the parties, and supersedes all offers, negotiations and other agreements related thereto. There are no representations or understandings of any kind related to the subject matter hereof that are not fully set forth herein. Any amendments to this Agreement must be in writing and executed by Grantor and Grantee. Grantee agrees to cooperate. with Grantor in executing any additional documents reasonably necessary to protect Grantor's rights under this Agreement. e. This Agreement shall be construed in accordance with the laws of the State of Illinois. Time is of the essence of this Agreement. f. In the event that any governmental or regulatory body or any court of competent jurisdiction determines that any covenant, term or condition of this Agreement as applied to any particular facts or circumstances is wholly or partially invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect such covenant, term or condition as applied to other facts or circumstances (unless the effect of such determination precludes the application of such covenant, term or condition to other facts or circumstances) or the validity, legality or enforceability of the other covenants, terms and conditions of this AgreemenC. In the event any provision of this Agreement is held to be invalid, illegal or unenforceable, the parties shall promptly and in good faith negotiate new provisions in substitution therefor to restore this Agreement to its original intent and effect. g. No receipt of money by Grantor from Grantee, after the expiration or termination of this Agreement shall renew, reinstate, continue or extend the term of this Agreement. h. By signing this Agreement, Grantee affirms and states that it does not have any affiliated interest in Commonwealth Edison Company. Nothing in this Agreement shall be construed as making the parties hereto partners, agents, joint ventures, members of ajoint enterprise. i. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same Agreement. j. This Agreement shall be executed for and on behalf oFGrantee pursuant to a resolution adopted by its President and Board of Trustees .Concurrently with its execution and delivery of this Agreement, Grantee shall Furnish Grantor with a certified copy of such resolution or ordinance as evidence of the authority herein exercised by Grantee's officers executing this Agreement. k. By signing this Agreement Grantee agrees that Grantor or its public utility successor shall not be assessed for any improvements to be constructed pursuant hereto as a local improvement project or otherwise charged for the cost of such improvements. l5. Retrulator A royal. This Agreement may be subject to the approval of one or more regulatory agencies. If this Agreement is subject to such approval, the parties hereto agree to jointly seek such approval. If such approval is not granted by any agency, this Agreement shall be void. IN WITNESS WE-IEREOF, th their proper officers thereunto duly autl : parties hereto have caused this Agreement to be e ecuted in triplicate by prized as oFthe day and year first hereinabove writte . COMMONWEAL"[H EDISON COMP~.NY ~y: ATTEST: ~- Village Irk VILLAGE OF P~AINFIELD By. f Ilage President 12 STATE OF ILLINOIS COUNTY OF COOK ss. I, the undersigned, a Notary public, in and for the County and State aforesaid, DO HEREBY CERTIFY, that personally known to me to be the _ of COMMONWEALTH ED[SON COMPANY, is the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he signed and delivered the said instrument, on behalf of said corporation, as the free and voluntary act and deed of said corporation, for the uses and purposes therein set North. Given under my hand and oftcial seal, this _ day of , 2004 Notary Public Commission expires: STATE OF ILLINOIS COUNTY OF ~~_ ~ ~ ss. I, the undersigned, a Notary public, in and for the County and State aforesaid, DO HEREBY CERTIFY, that C ' iy~f/ ,personally known to me to be the President of the Village of Plainfield, and ~ ~ /r„n.,,d.`/~' ,personally known to me to be the Village Clerk of said Village,. and personally known to me to be_the same persons whose names are subscribed to the foregoin; instrument, appeared before me this day in person and severally acknowledged that as such President and Clerk, they signed and delivered the said instrument, pursuant to authority given by the Board of Trustees of said Village, pursuant to a resolution or ordinance adopted by said Village, for the uses and purposes therein set forth. Given under my hand and official seal, this3~day of e r , 2004 "OFFICIAL SEAL" Michelle Gibas ~~~~-`~ Notary Public, State of ~lli.pois My CommissionExp.,07/~',2~007 Notary Public Commission Expires ~` aa- o`~mm r~ - H any. s.na~miavr.«H irrMnrn~ m n~nn ~tc~~~x n ~ ~ .. ~ _._... w a g;~za~;~: a ~ ~ a ¢ Y b 9 o - _ i E N~sHOisln~x 6~.,..~..~...~..,~,.. I ~~ ~ ~ _ m r s~d s~ - - ~`~ ~~ ~ Y - -~ ..:... -- ~....-_ ~ ~ ~, p~~ ~ ~~ ~ 4 ~I .. .... `\ ~ ox as ~ a,;~7 c:~ _..w..s„,~..~,w _~ ~ ~_.,a,, t z~ ,. _. ~ -- _ - ~ ,.._ ~.. - - ... ~- ~__ I . ~I I X .~...p a ~ ~ 1 i C 'T r . ..... .I. ~...~....~~ N .......... ................ ... -...... .. .. .--- m i a:o~~.na:a. _a a ~ ~_o:a~~mra~ a o a.a a ~a a.:~~~t ~~-u-ua :e -a~ a~~u~o:a-a~a ~a~ - $ I 1 ... ~ ~t -- I x II Od0lflldEl ~ Nd31Sd3 ~ ~ 9 1311Of NI~Jl3 „~ __.- ~ -- e 3-~ _.-. -- I ' 1' T _ _ ~~~ - ~ I 1 ... _,_._ e -3_ 1 a _- _... - I. I d n 1 1 _ 6_ A 19 L._.... __ ~ ,.o I I I ,33d1s I~~~ -- --- _.. ~ ~~~. ~ I - ~, .. . - T „..._ ~ ~ _ z _ ... _.: _... ~. r.,l r ~ - - ~ - ~ ~.. ~ d ~ _._... .._.. ® ~ ~3 z ,t; ~ ~ ~ y a _ - _ -. L ~ ~~ j ~~ ~\ ~r .... r - _ r ^I S __ _ - a ~ ,, ~ ~. _~ z - .......- - - . ~. --.. `~~ ~~ ~ ~~ - - -- - ~ - -- ~~~ z. - I ~_. -.. P. 1} - -_ ~~ ~ s ~ - a\ -- _ - .:~ ::~ -- r~ e ~ --- ..._ ~. d~7 A.~ dye r _.._ .............._ --_-_. ~G d.'^ t r!~s l~S a 3 a; ~ $' N ~~ ~~ ~~~ o s ~ ~ y n ~~ ~ ~ ~ _ ~ ,. - I J I .......- m H qNp -,-~r'..~ .. H ~ Y .~~ "~~~ ~~ ~ ~~~~~r~ ~e~a ~~ ~ ~~~~~, ~~~ ~ ~~m~~~~~~~~~ a ~~~~"~ ~~~g~~ ~ ~~~ ~ ~~_~ ~~~. ~~~ ~~~ ~~ ~~R~~~~~~~~ i ...:...:.:...... _ ~.~. {~qq ~- °R9 ~ ~~ ~I Q 41 ~' ~ -~, o _. ~_ . r-~~ ~ . ~ ,~~ 7. ..~;w ~. •. ¢ ., w,,,, ~ rol Nh'rlyyn.~ft ~ II '"`q'q~,,,:.,,.~~~.;•a•,,,~,p 11 ~~p~~°".• ~ / ,L_y~7UJ -. ~ I~~ . ..,,,~ ri ~ r ~ , ~,,,~~ ~ i ~' -~... M,.M.N /. ([~. .>,, .,. ~,,,,,~ _ kwmi ~~~ k w. ~ _.~ ~~ ~Y/~ ii1• '~ ~ ~NWr~a~•Ui)