79-1101 Woodruff and Edwards 1-9-1101
THIS LEASE AGREEMENT, made as of the 1st day of
November , 1979 by and between the CITY OF
ELGIN, a Municipal Corporation of the State of Illinois the
official address of which is 150 Dexter Court, Elgin, Illinois
(hereinafter referred to as "Landlord") and WOODRUFF, &.., . . _
EDWARDS, INC. , a Delaware corporation, with iy£s 'principal
"place of business at 119 North State Street, Elgin, Illinois
(hereinafter referred to as "Tenant")
WITNESSET H:
In consideration of the mutual covenants and agreements
herein stated, Landlord and Tenant hereby agree as follows:
1. PREMISES: Landlord hereby leases to Tenant, and
Tenant hereby leases from Landlord, upon and subject to the
terms, conditions, covenants and provisions hereof, the two
tracts of real estate located in the City of Elgin, County of
Kane and State of Illinois (more particularly described in
Exhibit A attached hereto and made a part hereof and therein
identified and sometimes hereinafter referred to as Tract One
and Tract Two) together with any and all improvements,
appurtenances, rights, privileges and easements benefiting,
belonging or pertaining thereto (all the foregoing hereinafter
sometimes referred to as the "Premises" , which term when used
herein shall include both Tract One and Tract Two) .
2. TERM: The term of this Lease shall commence on the
date (hereafter referred to as the "Commencement Date") when
this Lease Agreement has both (a) been executed by Landlord
and by Tenant and (b) been approved, and its execution
authorized, by the City Council of Elgin.
The initial term of this Lease shall be for a period of
five (5) years, beginning on the Commencement Date. The term
of this Lease shall thereafter be extended automatically for
one (and only one) additional five (5) year period at the rent
and upon all of the other terms, conditions, covenants and
provisions set forth herein; provided, however , that Tenant
may cancel this Lease, effective as of the date of the
expiration of the initial five (5) year term by giving
Landlord written notice of such cancellation not less than
ninety (90) days prior to the expiration of said initial five
(5) year term. Such single five (5) year extension shall be
automatic without the necessity of any new Lease or other
instruments or agreements or any notice being executed or
given. Hereinafter , all reference to the term of this Lease
shall be deemed to be a reference as well to such additional
five (5) year period for which the term shall be so extended.
Notwithstanding any other provision hereof, Landlord may
cancel this Lease as to Tract Two (only) effective as of the
end of any calendar month, by giving Tenant written notice of
such cancellation on or prior to a date thirty (30) days
before the effective date of such cancellation.
3. RENT: Tenant agrees to pay Landlord a nominal
rental of $100.00 for each five (5) year period of the Lease
term (or for any fraction of such five (5) year period in the
event of termination of the Lease prior to the end of the
period) , such $100.00 rental payment to be made within the
first month of the five (5) year period to which it relates.
In addition to such nominal rent, Tenant shall provide
landfill to the Premises in accordance with the provisions of
Section 4 below.
4. USE OF PREMISES: The Premises are to be used for
landfill purposes. Tenant agrees to utilize the Premises for
landfill purposes by the dumping of the foundry waste sand,
slag and baghouse residuals resulting from its foundry
operations at its facility at 119 North State Street, Elgin,
Illinois, and Landlord agrees that Tenant may so utilize the
Premises. As to Tract One, the landfill operations shall be
carried out by Tenant in accordance with its best judgment as
to the utilization of Tract One for satisfying its purposes in
the disposition of the foundry waste sand, slag and baghouse
residuals resulting from its foundry operations, giving due
consideration to Landlord's stated objective of utilizing the
Premises for open space or park facilities upon expiration of
the Lease term. As to Tract Two, Tenant will conduct its
landfill operations in accordance with the specifications of
Landlord, and will engage in the dumping of foundry waste
sand, slag and baghouse residuals on Tract Two only in the
places and amounts as Landlord shall specify. In complying
with any directions or requests of Landlord as to landfull
operations on Tract Two, Tenant shall be entitled to give due
regard to the orderly utilization of the Premises as a
landfill site for its foundry operations. As provided in
Section 2 above, Landlord may cancel this Lease as to Tract
Two (only) as of the end of any month.
5. TAXES and UTILITY EXPENSES: (a) Tenant shall
during the term of this Lease, as additional rent, pay and
discharge punctually, as and when the same shall become due
and payable, all taxes, special and general assessments, water
rents, rates and charges, sewer rents, and other governmental
impositions and charges of every kind and nature whatsoever
(hereinafter referred to as "Taxes") , and each and every
installment thereof which shall or may during the term of this
Lease be charged, levied, laid, assessed, imposed, become due
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and payable, or liens upon or for or with respect to the
Premises or any part thereof, or any buildings, appurtenances,
or equipment owned by Tenant thereon or therein or any part
thereof, together with all interest and penalties thereon,
under or by virtue of all present or future laws, ordinances,
requirements, orders, directives, rules, or regulations of the
federal, state , county, town and city governments and of all
other govermental authorities whatsoever (all of which shall
also be included in the term "Taxes" as heretofore defined)
and all sewer rents and charges for water , steam, heat, gas,
hot water , electricity, light and power , and other service or
services, furnished to the Premises or the occupants thereof
during the term of this Lease.
(b) All such Taxes, including assessments which have
been converted into installments as set forth in the preceding
Paragraph (a) , which shall become payable during each of the
calendar or fiscal tax years, as the case may be, in which the
term of this Lease terminates , shall be apportioned pro rata
between Landlord and Tenant in accordance with the respective
portions of such year during which such term shall be in
effect.
(c) Tenant or its designees shall have the right to
contest or review all such Taxes by legal proceedings, or in
such other manner as it may deem suitable (which, if
instituted, Tenant or its designees shall conduct promptly at
its own cost and expense, and free of any expense to Landlord,
and, if necessary, in the name of and with the cooperation of
Landlord and Landlord shall execute all documents necessary to
accomplish the foregoing) .
6. REQUIREMENTS OF PUBLIC AUTHORITY: (a) During the
term of this Lease, Tenant shall, at its own cost and expense,
promptly observe and comply with all present and future laws,
ordinances, requirements, orders, directives, rules and
regulations of the federal, state, county, township and city
governments and all other governmental authorities affecting
the Premises or appurtenances thereto or any part thereof
whether the same are in force at the commencement of the term
of this Lease or may in the future be passed, enacted, or
directed, provided that Landlord will not enact any new law,
ordinance, requirement, order , directive, rule or regulation
which will significantly restrict Tenant in its use of Tract
One for landfill purposes as herein provided.
(b) Tenant shall have the right to contest by
appropriate legal proceedings diligently conducted in good
faith, in the name of the Tenant, or Landlord (if legally
required) , or both (if legally required) , without cost or
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expense to Landlord, the validity or application of any law,
ordinance, rule, regulation, or requirement of the nature
referred to in Paragraph (a) of this Section, and, if by the
terms of any such law, ordinance, order , rule, regulation or
requirement, compliance therewith may legally be delayed
pending the prosecution of any such proceeding, Tenant may
delay such compliance therewith until the final determination
of such proceeding.
(c) Landlord agrees to execute and deliver any
appropriate papers or other instruments which may be necessary
or proper to permit Tenant so to contest the validity or
application of any such law, ordinance, order , rule,
regulation or requirement and to fully cooperate with Tenant
in such contest.
7 . COVENANT AGAINST LIENS: If, because of any act or
omission of Tenant, any mechanic' s lien or other lien, charge,
or order for the payment of money shall be filed against
Landlord or any portion of the Premises, Tenant shall, at its
own cost and expense, cause the same to be discharged of
record or bonded within ninety (90) days after written notice
from Landlord to Tenant of the filing thereof; and Tenant
shall indemnify and save harmless Landlord against and from
all costs , liabilities, suits, penalties, claims, and demands,
including reasonable counsel fees, resulting therefrom.
8. ACCESS TO PREMISES: Landlord or Landlord' s agents
and designees shall have the right, but not the obligation, to
enter upon the Premises at all reasonable times to examine
same.
9. ASSIGNMENT and SUBLETTING: Tenant may assign this
Lease in connection with a merger or consolidation, or the
sale or encumbrance of all or a substantial portion of the
assets of Tenant, or of the real estate on which Tenant's
foundry operations are presently conducted. Except as
provided in the preceding sentence, Tenant may not assign,
sublease, mortgage or otherwise transfer or encumber this
Lease or any interest of Tenant in this Lease.
10. INDEMNITY: (a) Tenant shall indemnify and save
harmless Landlord from and against any and all liability,
penalties or judgments arising from injury to person or
property sustained by anyone in and about the Premises
resulting from any act or acts or omission or omissions of
Tenant, or Tenant' s officers, agents, servants, employees,
contractors, or sublessees. Tenant shall, at its own cost and
expense, defend any and all suits or actions which may be
brought against Landlord or in which Landlord may be impleaded
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with others upon any such above-mentioned matter , claim or
claims, except as may result from the acts set forth in
Paragraph (b) of this Section 10.
(b) Except for its affirmative acts or negligence or the
affirmative acts or negligence of its officers, agents,
servants, employees, or contractors, Landlord shall not be
responsible or liable for any damage or injury to any
property, fixtures, buildings, or other improvements at any
time on the Premises.
11. INSURANCE: (a) Tenant shall provide at its
expense, and keep in force during the term of this Lease ,
general liability insurance in a good and solvent insurance
company or companies licensed to do business in the State of
Illinois in the amount of at least Five Hundred Thousand
Dollars ($500, 000) with respect to injury or death to one or
more persons in any one accident or other occurrence and One
Hundred Thousand Dollars ($100,000) with respect to damages to
property. Such policy or policies shall include Landlord as
an assured. Tenant agrees to deliver certificates of such
insurance to Landlord (attention City Clerk) at the beginning
of the term of this Lease and thereafter not less than ten
(10) days prior to the expiration of any such policy. Such
insurance shall be non-cancellable without ten (10) days'
written notice to Landlord.
(b) Any insurance required to be provided by Tenant
pursuant to this Lease may be provided by blanket insurance
covering the Premises and other locations of Tenant provided
such blanket insurance complies with all of the other
requirements of this Lease with respect to the insurance
involved.
12. QUIET ENJOYMENT: Tenant, upon paying the rent and
additional rent and all other sums and charges to be paid by
it as herein provided, and observing and keeping all
covenants, warranties, agreements, and conditions of this
Lease on its part to be kept, shall quietly have and enjoy the
Premises during the term of this Lease, without hindrance or
molestation by anyone.
13. DEFAULTS: (a) In the event any one or more of the
following events shall have occurred and shall not have been
remedied as hereinafter provided: (1) The occurrence of any
event set forth in Section 14 hereof, without the curing of
same as therein provided; (2) Tenant' s failure to pay any
installment of basic rent or additional rent when the same
shall be due and payable and the continuance of such failure
for a period of fifteen (] 5) days after receipt by Tenant of
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notice in writing from Landlord specifying in detail the
nature of such failure; or (3) Tenant' s failure to perform any
of the other covenants, conditions, and agreements herein
contained on Tenant' s part to be kept or performed and the
continuance of such failure without the curing of same for a
period of thirty (30) days after receipt by Tenant of notice
in writing from Landlord specifying in detail the nature of
such failure, and provided Tenant shall not cure said failure
as provided in Paragraph (b) of this Section 13; then,
Landlord may, at its option, give to Tenant a notice of
election to end the term of this Lease upon a date specified
in such notice, which date shall be not less than ten (10)
business days (Saturdays, Sundays, and legal holidays
excluded) after the date of receipt by Tenant of such notice
from Landlord, and upon the date specified in said notice, the
term and estate hereby vested in Tenant shall cease and any
and all other right, title, and interest of Tenant hereunder
shall likewise cease without further notice or lapse of time,
as fully and with like effect as if the entire term of this
Lease had elapsed.
(b) In the event that Landlord gives notice of a default
of such a nature that it cannot be cured within such thirty
(30) day period, such default shall not be deemed to continue
so long as Tenant, after receiving such notice, proceeds to
cure the default as soon as reasonably possible and continues
to take all steps necessary to complete the same within a
period of time which, under all prevailing circumstances,
shall be reasonable. No default shall be deemed to continue
if and so long as Tenant shall be so proceeding to cure the
same in good faith or be delayed in or prevented from curing
the same for any reason specified in Section 16 hereof.
(c) Notwithstanding anything to the contrary contained
in this Section 13 , in the event that any default (s) of Tenant
shall be cured in any manner hereinabove provided, such
default (s) shall be deemed never to have occurred and Tenant' s
right hereunder shall continue unaffected by such default (s) .
(d) Upon any termination of the term of this Lease
pursuant to Paragraph (a) of this Section 13, or at any time
thereafter , Landlord may, in addition to and without prejudice
to any other rights and remedies Landlord shall have at law or
in equity, reenter the Premises, and recover possession
thereof and dispossess any or all occupants of the Premises in
the manner prescribed by the statute relating to summary
proceedings, or similar statutes; but Tenant in such case
shall remain liable to Landlord as hereinafter provided.
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(e) In case of any such default, reentry, expiration,
and/or dispossess by summary proceedings: (1) the rent shall
become due thereupon and be paid up to the time of such
reentry, expiration, and/or dispossess; (2) Landlord may
re-let the Premises or any part or parts thereof, either in
the name of Landlord or otherwise, for a term or terms which
may, at Landlord' s option, be less than or exceed the period
which would otherwise have constituted the balance of the term
of this Lease and may grant concessions or free rent; and (3)
Tenant or the legal representatives of Tenant shall pay
Landlord as liquidated damages for the failure of Tenant to
observe and perform Tenant's covenants herein contained any
deficiency between the rent hereby reserved and/or covenanted
to be paid and the net amount, if any, of the rents collected
on account of the lease or leases of the Premises for the
period which would otherwise have constituted the balance of
the term of this Lease.
14. BANKRUPTCY and INSOLVENCY: If, after the
commencement of the term of this Lease: (a) the Tenant then
having the title to the Leasehold estate created hereunder
shall while having such title be adjudicated a bankrupt or
adjudged to be insolvent; (b) a receiver or trustee shall he
appointed for the aforesaid Tenant' s property and affairs; (c)
the aforesaid Tenant shall make an assignment for the benefit
of creditors or shall file a petition in bankruptcy or
insolvency or for reorganization or shall make application for
the appointment of a receiver; or (d) any execution or
attachment shall be issued against the aforesaid Tenant or any
of the aforesaid Tenant' s property, whereby the Premises or
any building or buildings or any improvements thereon shall be
taken or occupied or attempted to be taken or occupied by
someone other than the aforesaid Tenant, except as may herein
be permitted, and such adjudication, appointment, assignment,
petition, execution, or attachment shall not be set aside,
vacated, discharged, or bonded within one hundred and sixty
(60) days after the issuance of the same, then a default
hereunder shall be deemed to have occurred so that the
provisions of Section 13 hereof shall become effective and
Landlord shall have the rights and remedies provided for
therein. Notwithstanding anything to the contrary hereinabove
contained, upon the occurrence of a default pursuant to this
Section 14 , if the rent due and payable hereunder shall
continue to be paid and the other covenants, conditions and
agreements of this Lease on Tenant' s part to be kept and
performed shall continue to be kept and performed, no event of
default shall have been deemed to have occurred and the
provisions of Section 13 hereof shall not become effective.
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15. WAIVERS: Failure of Landlord or Tenant to complain
of any act or omission on the part of the other party no
matter how long the same may continue, shall not be deemed to
be a waiver by said party of any of its rights hereunder. No
waiver by Landlord or Tenant at any time, express or implied,
of any breach of any provision of this Lease shall be deemed a
waiver of a breach of any other provision of this Lease or a
consent to any subsequent breach of the same or any other
provision. No acceptance by Landlord of any partial payment
shall constitute an accord or satisfaction, but shall only be
deemed a part payment on account.
16. FORCE MAJEURE: In the event that Landlord or
Tenant shall be delayed, hindered in, or prevented from the
performance of any act required hereunder by reason of
strikes, lock-outs, labor troubles, inability to procure
materials, failure of power , restrictive governmental laws or
regulations, riots, insurrection, war , or the act, failure to
act, or default of the other party, or other reason beyond
their control, then performance of such act shall be excused
for the period of the delay and the period for the performance
of any such act shall be extended for a period equivalent to
the period of such delay.
17 . NOTICES: Every notice, approval, consent, or other
communication authorized or required by this Lease shall not
be effective unless same shall be in writing and sent postage
prepaid by United States registered or certified mail, return
receipt requested, directed to the other party at its address
hereinabove first mentioned, or such other address as either
party may designate by notice given from time to time in
accordance with this Section 17. The rent payable by Tenant
hereunder shall be paid to Landlord at the same place where a
notice to Landlord is herein required to be directed.
18. GOVERNING LAW: This Lease and the performance
thereof shall be governed, interpreted, construed, and
regulated by the laws of the State of Illinois.
19. PARTIAL INVALIDITY: If any term, covenant,
condition, or provision of this Lease or the application
thereof to any person or circumstance shall, at any time or to
any extent, be invalid or unenforceable, the remainder of this
Lease, or the application of such term or provision to persons
or circumstances other than those as to which it is held
invalid or unenforceable, shall not be affected thereby, and
each term, covenant, condition, and provision of this Lease
shall be valid and be enforced to the fullest extent permitted
by law.
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20. ENTIRE AGREEMENT: No oral statement or prior
written material shall have any force or effect. This Lease
shall not be modified or cancelled except by writing
subscribed by all parties.
21. PARTIES: Except as herein otherwise expressly
provided, the covenants, conditions and agreements contained
in this Lease shall bind and inure to the benefit of Landlord
and Tenant and their respective successors and assigns.
IN WITNESS WHEREOF, the parties hereto have hereunto set
their hands and seals as of the day and year below indicated.
Dated: 01;1\1 • j ' , 1979. CITY OF ELGIN
By: die--"--1(4"1- 11
Its Mayor
ATTEST:
Cit Clerk
Dated: November 1 , 1979. WOODRUFF & EDWARDS, INC.
Age
B
Y:
Preside t
ATTEST:
(714' •
Secreta y
Approved by City Council
of Elgin on t(c)q, l� ,
1979.
Cit Clerk
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f .
EXHIBIT A, p. 1
TRACT ONE
That part of the South half of Section 11, Township 41 North, Range
8 East of the Third Principal Meridian, lying Easterly of the
Easterly line of the Chicago, Milwaukee, St. Paul and Pacific
Railroad right-of-way and Westerly of the Westerly bank of the Fox
River , except that part of said South half of Section 11, aforesaid
described as follows: Beginning at the intersection of the North
line of the Southwest quarter of said Section 11 with the Easterly
right-of-way line of the Chicago, Milwaukee, St. Paul and Pacific
Railroad; thence Southeasterly along said Easterly right-of-way,
being along a curve to the left, the chord of said curve forming an
angle of 87 degrees 29 minutes measured from East to Southeast with
the North line of said Southwest quarter , 1500 feet; thence
Northeasterly along a line forming an angle of 78 degrees measured
clockwise from the chord of said last described curve, 171. 58 feet
to the Westerly bank of Fox River; thence Northerly along said
Westerly bank to the North line of the Southeast quarter of said
Section 11; thence West along the North line of said Southeast
quarter and along the North line of the Southwest quarter of said
Section 11, 419.6 feet to the point of beginning, in the City of
Elgin, Kane County, Illinois.
That part of the Northeast quarter of Section 14 , Township 41 North,
Range 8 East of the Third Principal Meridian, lying Northeasterly of
the Easterly line of the right-of-way of Chicago, Milwaukee, St.
Paul and Pacific Railroad Company and Westerly of the Westerly bank
of the Fox River and lying North of a line drawn parallel with and
77. 30 feet North of the South line of the property conveyed to
Sylvanus Wilcox by deed dated June 3 , 1844 and recorded in the
Recorder 's Office of Kane County, Illinois, in Book 6 , Page 3, in
the City of Elgin, Kane County, Illinois.
That part of Section 14 , Township 41 North, Range 8 East of the
Third Principal Meridian, described as follows: Commencing at the
Northeast corner of the Northwest quarter of said Section 14 , thence
North 88 degrees 35 minutes West along the North line of said
Section 14 76.0 feet to the Easterly line of North State Street;
thence South 16 degrees 05 minutes East along said Easterly line
203. 5 feet to an angle in said Easterly line; thence South 29
degrees 07 minutes East along said Easterly line 367 feet to the
Northwest corner of premises conveyed to C. H. Geister by Warranty
Deed dated July 25, 1900 and recorded December 10, 1900 in Book 401,
Page 341 as Document 48043 (reference being made to the first parcel
of land described in said deed) for a point of beginning; thence
North 70 degrees 14 minutes East along the North line of the
premises conveyed to Geister , 97 feet to the Westerly line of the
p. 2
right-of-way of the Chicago, Milwaukee, St. Paul and Pacific
Railroad Company; thence North along the said Westerly right-of-way
line, 18 feet to the Southeast corner of the property conveyed by
William C. Mooney and wife to George C. Peterson Company, by deed
dated October 25 , 1930 and recorded October 31, 1930 as Document
340642; thence South 70 degrees 14 minutes West 97. 2 feet to the
Easterly line of North State Street; thence Southerly along the
Easterly line of North State Street 18 feet to the point of
beginning, in the City of Elgin, Kane County, Illinois.
That part of Section 14, Township 41 North, Range 8 East of the
Third Principal Meridian, described as follows: Commencing at the
Northeast corner of the Northwest quarter of said Section 14; thence
North 88 degrees 35 minutes West along the North line of said
Section 14, 76. 0 feet to the Easterly line of North State Street;
thence South 16 degrees 05 minutes East along said Easterly line
203. 5 feet to the intersection of said East line of North State
Street with the South line of the premises conveyed to C. H. Geister
by deed dated July 25, 1900 and recorded December 10, 1900 in Book
401, Page 341 as Document 48043 (reference being made to the second
parcel of land described in said deed) for point of beginning;
thence North 71 degrees 01 minute East along the South line of said
Geister tract 110. 4 feet to the Westerly right-of-way line of the
Chicago, Milwaukee, St. Paul and Pacific Railroad Company; thence
South 21 degrees 34 minutes East along said West right-of-way line
48. 3 feet to the North line of the parcel of land conveyed by
William C. Mooney and wife to George C. Peterson Company by deed
dated October 25, 1930 and recorded October 31, 1930 as Document
340642; thence South 71 degrees 01 minute West along the said North
line 103. 1 feet to the Easterly line of North State Street; thence
North 29 degrees 07 minutes West along the Easterly line of State
Street 49 .0 feet to the point of beginning (except that part
acquired by the Department of Transportation of the State of
Illinois by proceedings held in the Circuit Court for the Sixteenth
Judicial Circuit, Kane County, Illinois as Case No. 75ED4059) , in
the City of Elgin, Kane County, Illinois.
TRACT TWO
That part of the Northeast quarter of Section 14, Township 41 North,
Range 8 East of the Third Principal Meridian, lying Northeasterly of
the Easterly line of the right-of-way of Chicago, Milwaukee, St.
Paul and Pacific Railroad Company and Westerly of the Westerly bank
of the Fox River and lying South of a line drawn parallel with and
77.30 feet North of the South line of the property conveyed to
Sylvanus Wilcox by deed dated June 3, 1844 and recorded in the
Recorder 's Office of Kane County, Illinois, in Book 6 , Page 33 and
lying Northerly of the Northerly line of Lawrence Avenue, in the
City of Elgin, Kane County, Illinois.
I . : I�XHIBIT A, p. 3
r Appraisal..'of Two Contiguou; ;River Front Appraisers: James L . Coleman, Sr. ,MAI ,SRP,
Parc slowned by Geister aims. , and Wood- Mark F. Coleman, Associate
ruff .n8 dw rds, in the C1tty of Elgin, Colemar Land Company
Ilii 'is for the City of glom Parks St. Charles, Illinois
and tecr-a io Department.
CLC ile N '.. '84-01-78
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