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05-78 , Resolution No. 05-78 RESOLUTION AUTHORIZING EXECUTION OF AN INTERGOVERNMENTAL EXCHANGE AGREEMENT WITH SCHOOL DISTRICT U-46 BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,ILLINOIS,that Ed Schock,Mayor, and Dolonna Mecum, City Clerk,be and are hereby authorized and directed to execute an Intergovernmental Exchange Agreement on behalf of the City of Elgin with School District U-46 regarding Channing School, Grant School and the City's Former Larkin Avenue Fire Station Site, a copy of which is attached hereto and made a part hereof by reference. s/Ed Schock Ed Schock, Mayor Presented: March 23, 2005 Adopted: March 23, 2005 Omnibus Vote: Yeas: 6 Nays: 0 Attest: s/Dolonna Mecum Dolonna Mecum, City Clerk JULY, 2007 IN REVIEWING THIS FILE, IT WAS DETERMINED THAT AN EXECUTED COPY OF THE AGREEMENT LISTED BELOW WAS NEVER RETURNED TO THE CLERK'S OFFICE. ALL THAT IS AVAILABLE IS THE ATTACHED DRAFT COPY OF THE AGREEMENT AND ITS SUPPORTING PAPERWORK. REFERENCE: RESOLUTION NO. 05-78 PASSED: MARCH 23, 2005 SUBJECT: AGREEMENT WITH SCHOOL DISTRICT U-46 REGARDING CHANNING SCHOOL, GRANT SCHOOL AND THE CITY'S FORMER LARKIN AVENUE FIRE STATION SITE SPEED MESSAGE TO FROM Ci Lit U ,,, �: .r.�`.1 dw �_.•r .. .. _ X s�. . J+ SUBJECT • . _ � DATE 7)1 `y'L -/. / / L � C� �' �"�' l pj'T�l .r f�L'<A�S.r�_ !:l.'r.` v j t y?�-4 :/' ;2;2 • ØJA 1 v SIGNED * ' 1111 WilsonJones® WHITE—ORIGINAL CANARY—DUPLICATE 44-900.Duplicate c -A rib- Resolution No. 05-78 RESOLUTION AUTHORIZING EXECUTION OF AN INTERGOVERNMENTAL EXCHANGE AGREEMENT WITH SCHOOL DISTRICT U-46 BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,ILLINOIS,that Ed Schock,Mayor, and Dolonna Mecum, City Clerk,be and are hereby authorized and directed to execute an Intergovernmental Exchange Agreement on behalf of the City of Elgin with School District U-46 regarding Channing School, Grant School and the City's Former Larkin Avenue Fire Station Site, a copy of which is attached hereto and made a part hereof by reference. Ed Schock, Mayor Presented: March 23, 2005 Adopted: Vote: Yeas Nays: Recorded: Attest: Dolonna Mecum, City Clerk Execution Copy INTERGOVERNMENTAL EXCHANGE AGREEMENT THIS AGREEMENT made the day of , 2005, between the CITY OF ELGIN, an Illinois unit of local government and municipal corporation (the "City") and SCHOOL DISTRICT U-46, Kane, Cook and DuPage Counties, Illinois, an Illinois unit of local government and public school district (the "School District"); WITNESSETH: WHEREAS, Article VII, Section 10, of the Constitution of the State of Illinois of 1970 authorizes units of local government to contract or otherwise associate among themselves, and to exercise, combine or transfer any power or function in any manner not prohibited by law or by ordinance; and WHEREAS, the Illinois Intergovernmental Cooperation Act, 5 ILCS 220/1, et. seq. provides, inter alia, that ". . .(A)ny power or powers, privileges or authority exercised or which may be exercised by a public agency of this State may be exercised and enjoyed jointly with any other public agency of this State. . ."; and WHEREAS, the Local Government Property Transfer Act, 50 ILCS 605/0.01 et seq., provides that municipalities, including school districts, may transfer real property to each other upon such terms as to which their corporate authorities may agree; and WHEREAS, the School District is the owner of a certain parcel of real property of approximately 1.28 acres located at the southeast corner of Lawrence Avenue and Jackson 4111) 240001.6 Execution Copy Street in Elgin, Illinois, and more particularly described on Exhibit "A" attached hereto and incorporated herein, including the improvements located thereon and commonly known as the Grant Elementary School (the "Grant School Parcel"); and WHEREAS, the School District is also the owner of a certain parcel of real property of approximately 6.0 acres located adjacent to the School District's Channing Elementary School facility in Elgin, Illinois, and more particularly legally described on Exhibit "B" attached hereto and incorporated herein (the "Channing School Parcel") and WHEREAS, the City is the owner of a certain parcel of real property of approximately 0.37 acres generally located west of the southwest corner of Larkin Avenue and McLean Boulevard in Elgin, Illinois, and more particularly legally described on Exhibit "C" attached hereto and incorporated herein, including the improvements located thereon and commonly known as the Larkin Avenue Fire Station (the "Fire Station Parcel"); and WHEREAS, the School District finds that it is necessary, suitable and convenient for it to use, occupy and improve the Fire Station Parcel for school purposes, including use as a driver's education facility and other educational purposes; and WHEREAS, the School District further finds that the Grant School Parcel and the Channing School Parcel are no longer necessary or useful for school purposes; and 2 240001.6 Execution Copy WHEREAS, the City funds that it is necessary, suitable and convenient for it to use, occupy and improve the Grant School Parcel and the Channing School Parcel for public purposes; and WHEREAS, the School District is willing to cause the transfer of the Grant School Parcel and the Channing School Parcel to the City in exchange for the Fire Station Parcel and other consideration, and the City is willing to cause the transfer of the Fire Station Parcel to the School District in exchange for the Grant School Parcel, the Channing School Parcel and other consideration; and WHEREAS, the parties contemplate that such exchange of parcels and other consideration will be accomplished pursuant to the aforesaid Local Government Property Transfer Act; NOW, THEREFORE, in consideration of the foregoing recitals and of the covenants and conditions hereinafter set forth, the adequacy and sufficiency of which the parties hereto stipulate, the parties agree as follows: 1. INCORPORATION OF RECITALS. The recitals set forth in the foregoing preamble are specifically incorporated into and made a part of this Agreement as though fully set forth in this Paragraph 1. 3 Al) 240001.6 Execution Copy ARTICLE I - GENERAL CONDITIONS 1. EXCHANGE OF PARCELS. The School District and the City agree to exchange the Grant School Parcel and the Charming School Parcel for the Fire Station Parcel. 2. ESTABLISHMENT OF ESCROW. Within thirty (30) days following execution of this Agreement by both parties, an escrow shall be established with Chicago Title and Trust Company with offices located at 2205 Point Boulevard, Suite 120, Elgin, Illinois, 60123, hereby designated as the escrow agent. The address is hereby designated as the place for the consummation of this exchange, unless the parties otherwise agree. The escrow shall close within ten (10) days after all matters in Paragraph 4 are completed by delivery to escrow agent by each party of good and sufficient recordable quit claim deeds to the properties being exchanged hereunder, together with such additional documents and agreements as are provided for herein. 3. TITLE REPORTS. Upon establishment of the escrow, the escrow agent shall order a preliminary title report on each of the properties to be exchanged. Copies of the title reports shall then promptly be delivered to each party to the exchange, and each party shall at the same time receive copies of all exceptions referred to in the title report on the property to be acquired. 4 240001.6 Execution Copy Each party to the exchange shall have ten (10) days after receiving the preliminary title report on the properties to be acquired within which to notify the other party in writing of any valid material objections to any exceptions stated in such report. Either party receiving an objection notice shall then have up to twenty (20) days within which to remove from the title insurance policy to be issued to the other party the exceptions so objected to by the other party, and thereafter closing shall occur. 4. FAILURE TO REMOVE EXCEPTIONS TO TITLE. If any condition stated in Paragraph 3 has not been eliminated or satisfied within the time period specified therefor, or if, prior to close of escrow, a party whose title is found defective is unable to remove any of the material exceptions to title that have been objected to, and if the party to acquire the property is unwilling to take title subject to such exceptions, then this Agreement shall at the end of the applicable time period become null and void and the escrow shall be canceled. 5. FAILURE TO OBJECT TO EXCEPTIONS. Failure of a party to object to any reported material exceptions to title to the properties to be acquired within the above specified time limit shall be deemed an approval of the preliminary title reports on such properties. 6. FORM OF TITLE INSURANCE. The title insurance to be received by each party shall be in the form of an ALTA Form B owner's title insurance policy issued by 5 14) 240001.6 Execution Copy Chicago Title Insurance Company, in an amount specified by the transferee of each parcel, showing title to the exchanged properties subject only to matters to which this exchange is subject by the terms of this Agreement and to the customary exceptions contained in owner's policies issued by such Company. 7. PAYMENT OF TITLE INSURANCE AND FEES. Each party shall pay for one-half ('/2) of the escrow fees as well as the standard title insurance charges applicable to the property which that party shall convey in the exchange. Any additional incidental expenses relating to the conveyance of the property shall be paid by the party ordering such information or service. 8. GENERAL PROVISIONS. rik A. Possession of each property shall be delivered to the party entitled thereto on the date of close of escrow. B. This Agreement supersedes any and all prior agreements between the parties hereto regarding the subject properties. C. Any attached addendum that is signed or initialed by the parties shall be deemed a part of this Agreement. D. The escrow agent named herein is hereby authorized to act as agent for both parties hereto and shall be entitled to receive an escrow fee from each party. 6 240001.6 Execution Copy117) E. Time is of the essence of this Agreement. F. Each of the exchanged parcels shall be conveyed subject to the following encumbrances: 1. general real estate taxes, if any, for 2004 and subsequent years; 2. private, public and utility easements and roads and highways, if any. ARTICLE II - SPECIFIC CONDITIONS 1. CONDITIONS RELATING TO TRANSFER OF THE GRANT SCHOOL PARCEL. A. The School District conveys the Grant School Parcel, including the Grant School facility, to the City "as is," without warranties or representations of any kind, whether express or implied, as to the condition thereof or the presence or absence of any hazardous, dangerous or harmful substance, material or condition. The City agrees and acknowledges that it has been accorded a full and fair opportunity to undertake whatever investigations it deems necessary to satisfy itself as to the condition of the Grant School Parcel, including the improvements located thereupon. B. In addition to any other closing deliveries provided for herein, the School District shall provide the City at closing with a bill of sale conveying all right, title and 7 240001.6 Execution Copy interest of the School District in and to all personal property of the School District located on the Grant School Parcel. 2. CONDITIONS RELATING TO THE TRANSFER OF THE CHANNING SCHOOL PARCEL. A. The School District conveys the. Channing School Parcel to the City "as is," without warranties or representations of any kind, whether express or implied, as to the condition thereof or the presence or absence of any hazardous, dangerous or harmful substance, material or condition. The City agrees and acknowledges that it has been accorded a full and fair opportunity to undertake whatever investigations it deems necessary to satisfy itself as to the condition of the Channing School Parcel, including the improvements located thereupon. B. At closing, the School District shall convey to the City a permanent recorded easement for ingress, egress and parking over and upon that portion of the School District's property described on Exhibit "D" hereto (the "the Channing School Parcel Easement Area") for purposes of ingress and egress to, and parking for users of, the Channing School Parcel. Such form of easement shall be in substantially the form set forth at Exhibit "D". C. At closing, the School District and the City shall further enter into an agreement, in substantially the form set forth at Exhibit "E", providing for the joint use of 8 240001.6 Execution Copy the playground, tennis courts and other facilities located on the Channing School Parcel, and for the parking facilities located on the Channing School Parcel Easement Area. 3. CONDITIONS RELATING TO THE TRANSFER OF THE FIRE STATION PARCEL. A. The City conveys the Fire Station Parcel, including the Larkin Avenue Fire Station facility, to the School District "as is," without warranties or representations of any kind, whether express or implied, as to the condition thereof or the presence or absence of any hazardous, dangerous or harmful substance, material or condition. The School District agrees and acknowledges that it has been accorded a full and fair opportunity to undertake whatever investigations it deems necessary to satisfy itself as to the condition of the Fire Station Parcel, including the improvements located thereupon. B. In addition to any other closing deliveries provided for herein, the City shall provide the School District at closing with a bill of sale conveying all right, title and interest of the City in and to all personal property of the City located on the Fire Station Parcel. ARTICLE III -- MISCELLANEOUS 1. MUTUAL ASSISTANCE. The parties shall do all things necessary or appropriate to carry out the terms and provisions of this Agreement and to aid and assist each other in furthering the objectives of this Agreement and the intent of the parties as reflected by the terms of this Agreement, including, without limitation, the giving of such 9 411) 240001.6 Execution Copy notices, the holding of such hearings, the enactment by the parties of such resolutions and ordinances, the execution of such permits, applications and agreements and the taking of such other actions as may be necessary to enable the parties' compliance with the terms and provisions of this Agreement, and as may be necessary to give effect to the objectives of this Agreement and the intentions of the parties as reflected by the terms of this Agreement. 2. NOTICES. All notices hereunder shall be in writing and must be served either personally or by registered or certified mail, return receipt requested. Such notice shall be addressed to: A. The City at: Office of the City Manager City of Elgin 150 Dexter Court Elgin, Illinois 60120 and a copy to: Corporation Counsel City of Elgin 150 Dexter Court Elgin, Illinois 60120 B. The School District at: Superintendent School District U-46 355 East Chicago Street Elgin IL 60120 Telephone: (847) 888-5000, ext. 5009 r 10 240001.6 Execution Copy Fax: (847) 608-4173 and copies to: Assistant Superintendent for Management Services School District U-46 355 E. Chicago Street Elgin, Illinois 60120 Phone: (847) 888-5000, ext. 5011 Fax: (847) 888-0272 and Patricia Whitten Respicio F. Vazquez Franczek Sullivan P.C. 300 South Wacker Drive Suite 3400 Chicago, Illinois 60606 Phone: 312-986-0300 411) Fax: 312-986-9192 C. To such other person or place which either party hereto, by its prior written notice, shall designate for notice to it from the other parties hereto. 3. ENTIRE AGREEMENT. This Agreement, including the Exhibits attached hereto, represents the entire agreement between the parties hereto and no other agreements shall be valid unless in writing and signed by each of the parties hereto. 4. NON-MERGER. The covenants, agreements, representations and undertakings of the parties shall not merge into the quit claim deeds delivered by the School 11 240001.6 Execution Copy District and the City, but shall expressly survive the recording of deeds, grants of easements and other related documents for an unlimited duration. 5. HEADINGS. The headings of the various sections of this Agreement are not intended as interpretations or construction of any such section, but are used for purposes of convenience or reference only. 6. COUNTERPARTS. This Agreement may be executed in counterparts, each of which shall be considered an original and together shall be one and the same Agreement. 7. AUTHORIZED EXECUTION. The parties represent that the individual r. officers who have executed this Agreement below on behalf of their respective governing boards have been duly authorized to do so by a majority vote of at least 2/3 of the members of their respective governing boards, such votes having been taken at duly convened public meetings. 12 240001.6 Execution Copy IN WITNESS WHEREOF, the parties have set their hands and seals on the date first above written. CITY OF ELGIN By: Mayor ATTEST: Clerk BOARD OF EDUCATION OF SCHOOL DISTRICT U-46 Kane, Cook and DuPage Counties, Illinois By: President ATTEST: Secretary 13 240001.6 Execution Copy EXHIBIT A GRANT SCHOOL PARCEL LOTS 1 THROUGH 8 INCLUSIVE IN WILLIAM C. KIMBALL ORIGINAL PLAT OF ELGIN, BEING A SUBDIVISION OF PART OF SECTION 14, TOWNSHIP 41 NORTH, RANGE 8 EAST OF THE THIRD PRINCIPAL MERIDIAN SITUATED IN THE City OF ELGIN, KANE COUNTY, ILLINOIS A-1 240001.6 Execution Copy A145 EXHIBIT B CHANNING SCHOOL PARCEL THAT PART OF J.T. GIFFORD ADDITION TO ELGIN, BEING A SUBDIVISION OF PART OF SECTION 13, TOWNSHIP 41 NORTH, RANGE 8 EAST OF THE THIRD PRINCIPAL MERIDIAN AND PART OF THE SOUTH HALF OF SAID SECTION 13 DESCRIBED AS FOLLOWS: COMMENCING AT THE INTERSECTION OF THE EAST LINE OF CHANNING STREET WITH THE SOUTH LINE OF AN ALLEY 25 FEET WIDE AS SHOWN ON THE PLAT OF JOHN WEBB'S SUBDIVISION. DIV. OF LOTS 5, 6, 7 & 8 IN JAS. T. GIFFORD'S ADDITION & OF OUT-LOTS 3 & 7 IN THE CITY OF ELGIN, BEING PART OF AFORESAID SOUTH HALF OF SECTION 13, ALSO BEING THE SOUTH LINE OF SAID SUBDIVISION; THENCE NORTH 89 DEGREES 57 MINUTES 52 SECONDS EAST, ALONG SAID SOUTH LINE AND THE EASTERLY EXTENSION, THIS LINE HEREAFTER REFERRED TO AS LINE "A", TO THE INTERSECTION WITH THE WESTERLY LINE OF JAMES DAVIDSON'S ADDITION TO ELGIN, BEING PART OF AFORESAID SOUTH HALF OF SECTION 13, FOR THE POINT OF BEGINNING; THENCE SOUTH 00 DEGREE 00 MINUTE 00 SECOND WEST, ALONG SAID WESTERLY LINE OF JAMES DAVIDSON'S ADDITION TO ELGIN, A DISTANCE OF 476.29 FEET; THENCE NORTH 90 DEGREES 00 MINUTES 00 SECONDS WEST, A DISTANCE OF 210.85 FEET; THENCE NORTH 81 DEGREES 35 MINUTES 14 SECONDS WEST, A DISTANCE OF 303.52 FEET; THENCE NORTH 48 DEGREES 21 MINUTES 37 SECONDS WEST, A DISTANCE OF 100.38 FEET; THENCE NORTH 00 DEGREES 02 MINUTES 08 SECONDS WEST, A DISTANCE OF 169.17 FEET; THENCE SOUTH 89 DEGREES 57 MINUTES 52 SECONDS WEST, PARALLEL TO THE AFORESAID LINE "A", A DISTANCE OF 150.23 FEET; THENCE NORTH 00 DEGREES 02 MINUTES 08 SECONDS WEST, PERPENDICULAR TO THE LAST DESCRIBED COURSE, A DISTANCE OF 65.81 FEET; THENCE NORTH 89 DEGREES 57 MINUTES 52 SECONDS EAST, PARALLEL TO SAID LINE "A", A DISTANCE OF 56.27 FEET; THENCE NORTH 00 DEGREES 02 MINUTES 08 SECONDS WEST, PERPENDICULAR TO THE LAST DESCRIBED COURSE, A DISTANCE OF 57.99 FEET TO THE INTERSECTION WITH A LINE THAT IS 71.85 FEET, AS MEASURED PERPENDICULAR, SOUTHERLY AND PARALLEL TO THE AFORESAID LINE "A"; THENCE NORTH 89 DEGREES 57 MINUTES 52 B-1 240001.6 Execution Copy SECONDS EAST, ALONG SAID PARALLEL LINE, A DISTANCE OF 329.10 FEET TO A LINE DRAWN SOUTH 00 DEGREES 02 MINUTES 08 SECONDS EAST, PERPENDICULAR TO SAID LINE "A", FROM A POINT THAT IS 351.21 FEET, AS MEASURED ALONG SAID LINE "A", WESTERLY OF AFORESAID POINT OF BEGINNING; THENCE NORTH 00 DEGREES 02 MINUTES 08 SECONDS WEST, ALONG SAID DRAWN LINE, A DISTANCE OF 71.85 FEET TO SAID LINE "A"; THENCE NORTH 89 DEGREES 57 MINUTES 52 SECONDS EAST, ALONG SAID LINE "A", A DISTANCE OF 351.21 FEET TO THE POINT OF BEGINNING, CONTAINING 6.08 ACRES MORE OR LESS. B-2 240001.6 Execution Copy AI EXHIBIT C FIRE STATION PARCEL PART OF THE SOUTHWEST QUARTER OF SECTION 15, TOWNSHIP 41 NORTH, RANGE 8 EAST OF THE THIRD PRINCIPAL MERIDIAN, DESCRIBED AS FOLLOWS: COMMENCING AT THE INTERSECTION OF THE EAST LINE OF SAID SOUTHWEST QUARTER WITH THE SOUTHEASTERLY LINE OF U.S. STATE ROUTE 20 (LARKIN AVENUE), SAID SOUTHEASTERLY LIBEING 33.00 FEET SOUTHEASTERLY OF AND PARALLEL TO THE CENTER LINE OF SAID LARKIN AVENUE; THENCE SOUTHWESTERLY ALONG SAID SOUTHEASTERLY LINE A DISTANCE OF 900.00 FEET FOR A POINT OF BEGINNING; THENCE CONTINUING SOUTHWESTERLY, ALONG SAID SOUTHEASTERLY LINE A DISTANCE OF 100.00 FEET; THENCE SOUTHERLY, PARALLEL TO THE AFORESAID EAST LINE OF THE SOUTHWEST QUARTER, A DISTANCE OF 134.06 FEET; THENCE NORTHEASTERLY, PARALLEL TO THE AFORESAID SOUTHEASTERLY LINE OF LARKIN AVENUE, A DISTANCE OF 150.73 FEET, THENCE NORTHWESTERLY, A DISTANCE OF 131.27 FEET TO THE POINT OF BEGINNING SITUATED IN THE CITY OF ELGIN, KANE COUNTY, ILLINOIS AND CONTAINING 16,299.70 SQUARE FEET, MORE OR LESS. C-1 240001.6 • Execution Copy EXHIBIT D FORM OF INGRESS/EGRESS AND PARKING EASEMENT THIS EASEMENT AGREEMENT made and entered into this day of , 2005, by and between the Board of Education of School District U-46, Kane, Cook and DuPage Counties, Illinois (hereinafter referred to as the "Grantor"), and the City of Elgin, its successors and assigns (hereinafter referred to as the "Grantee"). WITNESSETH WHEREAS, the Grantor owns the real property depicted on Exhibit 1 hereto, in the City of Elgin, Kane County, Illinois and legally described as follows (the "Easement fork Premises"): THAT PART Of THE SOUTH HALF OF SECTION 13, TOWNSHIP 41 NORTH, RANGE 8 EAST OF THE THIRD PRINCIPAL MERIDIAN DESCRIBED AS FOLLOWS: COMMENCING AT THE AFORESAID POINT OF BEGINNING; THENCE SOUTH 89 DEGREES 57 MINUTES 52 SECONDS WEST, ALONG AFORESAID LINE " A", A DISTANCE OF 351.21 FEET FOR THE POINT OF BEGINNING OF SAID EASEMENT; THENCE SOUTH 00 DEGREES 02 MINUTES 08 SECONDS EAST, PERPENDICULAR TO THE LAST DESCRIBED COURSE, A DISTANCE OF 71.85 FEET TO THE INTERSECTION WITH A LINE THAT IS 71.85 FEET, AS MEASURED PERPENDICULAR, SOUTHERLY OF AND PARALLEL TO SAID LINE "A"; THENCE SOUTH 89 DEGREES 57 MINUTES 52 SECONDS WEST, ALONG SAID PARALLEL LINE, A DISTANCE OF 154.33 FEET; THENCE NORTH 00 DEGREES 02 MINUTES 08 SECONDS WEST, PERPENDICULAR TO THE LAST DESCRIBED COURSE, A DISTANCE OF 71.85 FEET TO SAID LINE "A"; THENCE NORTH 89 DEGREES 57 MINUTES 52 SECONDS EAST, ALONG SAID LINE "A", A DISTANCE OF 154.33 FEET TO THE POINT OF BEGINNING, IN THE CITY OF ELGIN, KANE COUNTY, ILLINOIS. D-1 240001.6 Execution Copy • and WHEREAS, Grantor has agreed to grant easements for the purpose of providing ingress and egress to that certain parcel or real property owned by Grantee and located adjacent to Grantor's Channing Elementary School facility in the City of Elgin, Illinois, which real property is legally described on Exhibit 1 hereto (the `Benefited Parcel"). NOW, THEREFORE, for and in consideration of Ten Dollars ($10.00) in hand paid to Grantor, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Grant of Easement. Grantor, being the owner of the Easement Premises referenced herein, does hereby grant to the Grantee, its successors, assigns, invitees, employees, customers and others, a perpetual, permanent and nonexclusive easement over and upon the Easement Premises and the Grantor's roadway improvements (the "Access Roadway") and parking lot (the "Parking Lot") constructed thereon for the purpose of providing (a) vehicular access to the Benefited Parcel from the alley adjacent to Channing Street and (b) parking facilities for users of the Benefited Parcel, all as depicted in Exhibit 1. This grant of easement shall entitle the Grantee to use the Access Roadway and Parking Lot in connection with Grantee's recreational activities in and upon the Benefited Parcel, subject to the conditions and limitations set forth herein. Vehicular access to and use of the Easement Premises by Grantee shall be limited to non-commercial passenger vehicles of D-2 240001.6 Execution Copy intended users of the Benefited Parcel and shall not materially interfere with Grantor's use of the Easement Premises in connection with its school activities. GRANTOR MAKES NO REPRESENTATION OR WARRANTY AS TO ITS RIGHTS IN, OR TO THE USE OF, THE ALLEY LOCATED BETWEEN CHANNING STREET AND THE ENTRANCE TO THE EASEMENT PARCEL. 2. Maintenance of Access Roadway and Parking Lot. Grantor, at its sole expense, shall be responsible for maintaining the Access Roadway and the Parking Lot in good repair against normal wear and tear, including snow removal. In the event that Grantee's permitted use of the Easement Premises causes damage beyond normal wear and tear to the Access Roadway or the Parking Lot, the parties will negotiate in good faith for an equitable apportionment of the costs of required repair or reconstruction of those areas. 3. Indemnification. Grantee for itself, its agents and independent contractors, and its permitted users of the Easement Parcel, hereby agrees to indemnify and hold Grantor, its Board of Education and Board members, and their successors, harmless from any and all claims for personal injuries or property damage (except claims of Grantor) arising directly as a result of the Grantee's use of the Easement Premises. 4. Restrictions: Reservations. Grantee and Grantee's successors shall not undertake any other activities on the Easement Premises which unreasonably interfere with the Grantor's intended use of the Easement Premises for school purposes. Anything D-3 240001.6 Execution Copy contained in this Agreement to the contrary notwithstanding, it is understood that the Grantor shall have (and hereby reserves) the right to install utility lines over, across, upon, and under the Easement Premises, so long as the construction and installation of such improvements or utilities does not impede or interfere with Grantee's rights hereunder. 5. Amendment. No amendment, revision, or modification hereof shall be effective unless it is in writing and signed by all parties hereto. 6. Entire Agreement. This Easement Agreement constitutes the entire agreement between the parties and is intended as a complete and exclusive statement of the terms of the parties' agreement. This Easement Agreement supersedes all prior and concurrent promises, representations, proposals, negotiations, discussions, and agreements that may have been made in connection with the subject matter hereof. 7. Applicable Law. This Easement Agreement shall be governed by and construed in accordance with the laws of the State of Illinois. 8. Binding. This Easement Agreement shall be binding on the parties hereto, their successors and permitted assigns and shall run with the land. 9. Recording. This Easement Agreement shall be recorded by the Grantee at the Grantee's cost with the Kane County Recorder of Deeds. 10. Joint Preparation. This Easement Agreement is and shall be deemed and construed to be the joint and collective work product of the Grantor and the Grantee and, D-4 240001.6 Execution Copy as such, this Easement Agreement shall not be construed against either party, as the otherwise purported drafter of same, by any court of competent jurisdiction in order to resolve any inconsistency, ambiguity, vagueness, or conflict, if any, in the terms or provisions contained herein. 11. Release of Easement. The Grantee may terminate this instrument by recording a release in recordable form with directions for delivery of same, whereupon all rights, duties, and liabilities hereby created shall cease and be of no further force or effect. 12. Expiration of Easement. This easement shall be perpetual in duration, except as otherwise terminated herein. 13. Default. In the event of a default by either party under this Agreement, the non-defaulting party shall be entitled to pursue all available remedies in law or in equity, including but not limited to specific performance and injunctive relief, and shall be entitled to recover all costs and expenses, including reasonable attorneys fees, incurred in such legal action. D-5 240001.6 Execution Copy IN WITNESS WHEREOF, the parties have entered into and executed this Easement Agreement on the date and year first written above. BOARD OF EDUCATION OF SCHOOL CITY OF ELGIN DISTRICT U-46, Kane, Cook and DuPage Counties, Illinois By: By: President Mayor Attest: Attest: Secretary Clerk D-6 240001.6 Execution Copy STATE OF ILLINOIS ) ) SS. COUNTY OF KANE ) I, the undersigned, a Notary Public, in and for said County, in the State aforesaid, do hereby certify , President of the Board of Education of School • District U-46, Kane, Cook and DuPage Counties, Illinois, and Secretary of said Board of Education, personally known to me to be the same persons whose names are subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that they signed and delivered the said instrument as their free and voluntary act of the uses and purposes herein set forth. Given under my hand an official seal, this day of , 2005. Notary Public rp., STATE OF ILLINOIS ) ) SS. COUNTY OF KANE ) I, the undersigned, a Notary Public, in and for said County, in the State aforesaid, do hereby certify and , personally known to me to be the Mayor and City Clerk of the City of Elgin, and the same persons whose names are subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that they signed and delivered the said instrument as their free and voluntary act of the said corporation for the uses and purposes herein set forth. Given under my hand an official seal, this day of , 2005. Notary Public D-7 240001 6 • Execution Copy EXHIBIT 1 TO INGRESS/EGRESS AND PARKING EASEMENT PLAT OF SURVEY 4111) D-8 240001.6 Execution Copy EXHIBIT E FORM OF JOINT USE AGREEMENT INTERGOVERNMENTAL AGREEMENT FOR THE USE OF FACILITIES BY AND BETWEEN THE BOARD OF EDUCATION OF SCHOOL DISTRICT U-46, KANE, COOK AND DuPAGE COUNTIES, ILLINOIS, AND THE CITY OF ELGIN THIS AGREEMENT, made and entered into this day of 2005, by and between the Board of Education of School District U-46, a unit of local government located in Kane, Cook and DuPage Counties, Illinois (hereinafter referred to as the "School District") and the City of Elgin, an Illinois Municipal Corporation (hereinafter referred to as the "City"). WITNESSETH: WHEREAS, the Illinois Constitution of 1970 and the Intergovernmental Cooperation Act of the State of Illinois encourage cooperation between units of local government for matters of mutual concern; and WHEREAS, the School District has conveyed to the City certain real property described and depicted on Exhibit 1 to this Agreement and located adjacent to the School District's Channing School facility in Elgin, Illinois (the "Property"), which Property includes open space and recreational facilities; and E-1 240001 6 Execution Copy WHEREAS, the City and the School District have determined that it would be in their mutual best interests and in the best interests of their respective residents to provide for the shared use of the Property. NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements as hereinafter set forth, the School District and the City agree as follows: 1. Incorporation of Recitals. The foregoing recitals are incorporated herein by reference. 2. School District Use of the Property. The parties agree that, except as otherwise set forth herein, the School District shall have exclusive use of the Property at all times between the hours of 7:00 a.m. and 3:30 p.m. on school days when school is in .°11) session for the School District's adjacent Channing School Facility. For the purpose of this agreement school days when school is in session shall mean the regular school year only and shall not include any summer school sessions; however, the parties agree that school days, the related school day hours and regular school year provisions herein are subject to change to comply with Illinois law. The parties further agree that the School District may use the property for recess activities on school days when school is in session during the summer school sessions provided that such School District use of the park facilities will not conflict with or disrupt city activities as determined by the City. The parties further agree that the School District may with the City's consent use the property at other times for special E-2 240001.6 Execution Copy sponsored activities upon at least tell (10) days advance written notice to the City, provided that the School District's use of the Park Facilities will not conflict with or disrupt City activities as determined by the City. Such written request shall be directed to the City's Parks and Recreation Director. 3. School District Supervision of Activities on the Property. The School District shall be solely responsible for providing adequate and qualified supervision for all its activities occurring on the Property. This provision shall be construed solely for the benefit of the contracting parties and shall not impose any duty of supervision or constitute a waiver of any tort defense available to the School District under law. 4. Maintenance of the Property. The City shall be responsible for providing general maintenance of the Property, including grass cutting. However, the School District shall keep the property free of debris and litter associated with its periods of use. Further, the School District shall be responsible for extraordinary maintenance costs that are directly attributable to its use of the Property. Extraordinary maintenance costs shall include custodial costs associated with special activities of the School District (such as publicly attended athletic tournaments). 5. Use of Equipment. The City agrees that items of equipment owned by the City and located upon the Property including playground equipment and tennis courts may be utilized by the School District. If damage occurs to any such equipment and said E-3 240001.6 Execution Copy damage arises as a direct result of the School District's use, then the School District shall reimburse the City for its costs to make necessary repairs or replacement to such equipment, normal wear and tear excepted. Any request for reimbursement by the City in this regard shall include a complete itemization of all damages sustained and costs incurred to repair or replace the equipment, including statements and/or bills for materials and services, and shall be sent within thirty (30) days after discovery of the damage or loss. The City makes no warranty or representation about the condition of any equipment located on the Property now or at any time during the term of this Agreement. Each party further covenants and agrees to indemnify and hold the other party harmless from any injury or loss emanating from the use of such equipment by the other party or any individual using such equipment in connection with a program or activity of such party. 6. Insurance and Indemnification. a. School District Liability and Insurance. The School District shall, at its sole cost and expense, purchase and maintain liability insurance covering its activities upon the Property in the amount of$3,000,000.00 and shall list the City as an additional insured. For this purpose, it shall be acceptable for the School District to provide the necessary coverage through the School District's self-insurance program, an intergovernmental risk management pool or other methods. The School District shall protect, defend, indemnify and hold harmless the City, its City Council members, officers E-4 '1111) 240001.6 Execution Copy and employees, from and against any and all claims, actions, damages, liability and expenses, including attorney's fees, in connection with or occasioned by any act or omission arising from or out of any School District use or occupancy of the Property; provided, however, that the School District shall not be liable for any loss, damage or injury of any kind to any person or property which: (i) arises primarily from City's own use of the Property; (ii) is caused by or arises from any act or omission of the City or any of its agents, officers, representatives, contractors, employees, licensees or invitees; (iii) is brought by or on behalf of the City's agents, officers, representatives, contractors, employees, licensees or invitees. If the City shall remain a party to any litigation for which the School District is obligated to indemnify the City, then the School District shall protect and hold the City ri‘ harmless and shall pay all costs, expenses and reasonable attorneys' fees incurred or paid by the City in connection with the defense of such litigation. The City may, at its option, require the School District to assume the City's defense in any action covered by this Section, through counsel reasonably approved by the City. At least annually, on or before April 30th of each year, the School District shall provide the City with evidence satisfactory to the City that it has in effect all policies of insurance or coverage required to be purchased or provided hereunder, including satisfactory evidence that all premiums thereon have been paid. E-5 240001.6 Execution Copy b. City Liability and Insurance. The City shall, at its sole cost and expense, purchase liability insurance covering its activities on the Property, including without limitation its required maintenance of the Property and any equipment located thereon, in the amount of$3,000,000.00 and shall list the School District as an additional insured. For this purpose, it shall be acceptable for the City to provide the necessary coverage through the City's self-insurance program, an intergovernmental risk management pool or other methods. The City shall protect, defend, indemnify and hold harmless the School District, its Board members, officers and employees, from and against any and all claims, actions, damages, liability and expenses, including attorneys' fees, in connection with or occasioned by any act or omission arising from or out of any City use, maintenance or occupancy of the Property; provided, however, that the City shall not be liable for any loss, damage or injury of any kind to any person or property which (i) arises primarily from School District's use of any portion of the Property; (ii) is caused by or arises from any act or omission of the School District, or any of its agents, officers, representatives, contractors, employees, licensees or invitees; (iii) is brought by or on behalf of the School District's agents, officers, representative, contractors, employees, licensees or invitees. If the School District shall remain a party to any litigation for which the City is obligated to indemnify the School District, then the City shall protect and hold the School District harmless and shall pay all costs, expenses and reasonable attorneys' fees incurred or paid by the School E-6 240001.6 Execution Copy District in connection with the defense of such litigation. The School District may, at its option, require the City to assume the School District's defense in any action covered by this Section, through counsel reasonably approved by the School District. At least annually, on or before June 30th of each year, the City shall supply the School District with evidence satisfactory to the School District that it has in effect all policies of insurance or coverage required to be purchased or provided hereunder, including satisfactory evidence that all premiums thereon have been paid. 7. Local Governmental and Governmental Employees Tort Immunity Act. The parties agree that nothing herein is intended or shall be construed as altering, limiting or waiving the provisions of the Local Governmental And Governmental Employees Tort Immunity Act (745 ILCS 10/1-101, et seq., ) it being agreed that the provisions thereof shall apply to the fullest extent permitted by law to the Property, including, without limitation, the use, maintenance and/or repair of the Property and/or the improvements thereon and/or the supervision of any activities on the Property. 8. Notices. Any and all notices required hereunder to be sent to the School District shall be served in writing to the Superintendent of Schools at the following address: The School District at: Superintendent School District U-46 355 East Chicago Street E-7 240001.6 Execution Copy Elgin IL 60120 Telephone: (847) 888-5000, ext. 5009 Facsimile: (847) 608-4173 and copies to: Assistant Superintendent for Management Services School District U-46 355 E. Chicago Street Elgin, Illinois 60120 Phone: (847) 888-5000, ext. 5011 Fax: (847) 888-0272 and Patricia Whitten Respicio F. Vazquez Franczek Sullivan P.C. 300 South Wacker Drive Suite 3400 Chicago, Illinois 60606 Phone: 312-986-0300 Fax: 312-986-9192 or by personal delivery of any such notice to the Administrative Offices of the School District during its regular business hours. Any and all notices required hereunder to be sent to the City shall be served in writing to the City Clerk at the following address: The City at: Office of the City Manager City of Elgin 150 Dexter Court E-8 240001.6 Execution Copy Elgin, Illinois 60120 Phone: 847-931-5590 Fax: 847-931-5610 and a copy to: Corporation Counsel City of Elgin 150 Dexter Court Elgin, Illinois 60120 Phone: 847-931-5655 Fax: 847-931-5665 or by personal delivery of any such notice to the Administrative Offices of the City during its regular business hours. All mailed notices shall be deemed effective four (4) days following their deposit in the United States mail, by certified mail postage prepaid, to the addressee. Service may also be made by facsimile with a copy being mailed by regular mail or by a nationally recognized overnight courier service (e.g., FedEx), where receipt shall be deemed to be the next business day after placement with the overnight courier. 9. Savings Clause. It is mutually understood and agreed that all agreements and covenants herein are severable and that in the event any of them shall be held to be invalid by any court of competent jurisdiction, this Agreement shall be interpreted as if such invalid agreement or covenant was not contained herein. E-9 240001.6 Execution Copy 10. Default. In the event that either the School District or the City defaults in faithfully performing its obligations hereunder, the non-defaulting party must give notice to the other party of such default in writing. In the event that such default continues for a period of twenty-one (21) days following service of the notice, without correction, the non- defaulting party may take such legal or equitable action as may be available to remedy the default 11. Term. This Agreement shall commence on the date this Agreement is executed and shall end on the twenty-fifth (25`'') anniversary thereof. During the twenty- fifth (25th) year, if one party serves notice upon the other, the parties shall engage in good faith discussions concerning whether or not this Agreement should be extended, and upon what additional terms or conditions, if any. The parties may elect to renew this Agreement in its current or a modified form on such terms as they shall find agreeable. In the event that the parties fail to enter into negotiations for an extension of this Agreement, it will renew on a year-to- year basis thereafter unless one either party provides written notice of termination no less than 180 days prior to the end of the term of the Agreement or any renewal thereof. Notwithstanding the foregoing or anything to the contrary in this agreement, in the event the School District, in the School District's sole and exclusive discretion, discontinues the use of the adjacent School District's Channing School Facility as a school as evidenced by the sale of such Channing School District property to a third party E-10 240001.6 Execution Copy for a non-school use, this Joint Use Agreement shall automatically terminate and be null and void without further action of the parties hereto. However, the parties agree that all obligations, commitments, expenses and/or costs will be due and owing under the Joint Use Agreement up to the date of termination. 12. Benefits Solely to the Parties. This Agreement is intended solely for the benefit of the parties hereto, and nothing herein shall be construed, either expressly or impliedly, to extend rights or obligations in favor of any other person. 13. Modification. The agreement, covenants, terms and conditions contained herein may be modified only through the written mutual consent of the parties hereto after („„,,, approval by their respective governing boards. 14. Assignment. Neither party may assign, transfer or otherwise convey its rights or obligations under this Agreement without the prior written consent of the other party, which may be withheld in the consenting party's sole discretion. 15. Counterparts. This Agreement may be executed in separate counterparts. It shall be fully executed when each party whose signature is required has signed at least one counterpart, even though no one counterpart contains the signature of all parties. 16. Construction. The parties acknowledge that this Agreement has been drafted for their mutual benefit. No provision may be construed against one party by virtue of that party or its attorney drafting all or part of this Agreement. E-11 240001.6 Execution Copy IN 'WITNESS WHEREOF, the parties have hereunto set their hands and seals the day and year first above written. BOARD OF EDUCATION OF CITY OF ELGIN SCHOOL DISTRICT U-46 Kane, Cook and DuPage Counties Illinois By: By: President Mayor Attest: Attest: Secretary Clerk A) E-12 240001.6 Execution Copy EXHIBIT 1 TO JOINT USE AGREEMENT PLAT OF SURVEY r E-13 240001.6 EXECUTIVE SESSION March 9,2005 The Council went into Executive Session at 7:11 p.m. Present: Councilmembers Figueroa, Gilliam, Rodgers, Sandor, Walters and Mayor Schock. Absent: None. PENDING, OR PROBABLE OR IMMINENT LITIGATION AGAINST, AFFECTING, OR ON BEHALF OF THE PUBLIC BODY BEFORE A COURT OR ADMINISTRATIVE TRIBUNAL - EXEMPT UNDER SECTION 120/2(C)(11) OF THE OPEN MEETINGS ACT Gustavo Sanchez v. G. Schneider, City of Elgin, City of Elgin Police Chief William D. Miller and John Does,Unknown Police Officers of the City of Elgin, Case No. 04 C 4241 Corporation Counsel Bill Cogley presented background information on the case and recommended that the Council consider settling the case. Councilmember Gilliam made a motion, seconded by Councilmember Sandor,to approve the settlement of this case as recommended by Corporation Counsel. Upon a roll call vote: Yeas: Councilmembers Figueroa, Gilliam, Rodgers, Sandor, Walters, and Mayor Schock. Nays: None. SETTING OF A PRICE FOR SALE OR LEASE OF PROPERTY OWNED BY THE PUBLIC BODY - EXEMPT UNDER SECTION 120/2(C)(6) OF THE OPEN MEETINGS ACT Consideration of Proposed Intergovernmental Exchange Agreement Between the City of Elgin and School District U-46 Regarding Larkin Avenue Fire Station Site, Channing School and Grant School Councilmember Sandor made a motion, seconded by Councilmember Figueroa,to approve the intergovernmental exchange agreement between the City of Elgin and School District U-46 regarding the Larkin Avenue Fire Station Site, Channing School, and Grant School. Upon a roll call vote: Yeas: Councilmembers Figueroa, Gilliam, Rodgers, Sandor, Walters, and Mayor Schock. Nays: None. Adjournment Councilmember Walters made a motion, seconded by Councilmember Figueroa, to adjourn the meeting. Upon a roll call vote: Yeas: Councilmembers Figueroa, Gilliam, Rodgers, Sandor, Walters and Mayor Schock. Nays: None The meeting adjourned at 7:19 p.m. November 30, 2005 Dolonna Mecum, City Clerk Date Approved