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HomeMy WebLinkAboutResolution 24-R-25, Authorizing the City Manager to Execute an Easement Agreement with the Metropolitan Water Reclamation District2/24/2025 24-R-25 A RESOLUTION Authorizing the City Manager to Execute an Easement Agreement with the Metropolitan Water Reclamation District WHEREAS, the City, through Northwestern University (“Northwestern”) intends to construct, reconstruct, operate, maintain, repair and replace a storm sewer, outfall and related equipment and appurtenances thereto on the west bank of the North Shore Channel extending from Bryant Avenue and Chancellor Street running east to and into the North Shore Channel in Evanston, Illinois; North Shore Channel Parcel 2.07 (the “Project”),and WHEREAS, a portion of the Project will be under the Metropolitan Water Reclamation District’s (“MWRD”) property. MWRD seeks to grant the City of Evanston an easement for this property so that Evanston may then grant a subsequent easement to Northwestern; and WHEREAS, the easement includes parts of the North Shore Channel extending from Bryan Avenue and Chancellor Street running east to and into the North Shore Channel in Evanston, as indicated in Exhibit A to the Easement Agreement (the “Agreement”); and WHEREAS, the City requests a non-exclusive seventy-five year sub- easement for the Project to be located below the property, Page 1 of 26 24-R-25 ~2~ NOW BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF EVANSTON, COOK COUNTY, ILLINOIS: SECTION 1: The City Manager is hereby authorized and directed to sign the Agreement by and between the City and MWRD for a 75-year easement to allow Northwestern to construct, reconstruct, operate, maintain, repair and replace a storm sewer, outfall and related equipment and appurtenances thereto on the west bank of the North Shore Channel extending from Bryant Avenue and Chancellor Street running east to and into the North Shore Channel in Evanston, Illinois; North Shore Channel Parcel 2.07. The Agreement is attached hereto as Exhibit 1 and incorporated herein by reference. SECTION 2: The City Manager is hereby authorized and directed to negotiate any additional conditions of said Agreement that he deems to be in the best interests of the City. SECTION 3: This resolution shall be in full force and effect from and after its passage and approval, in the manner provided by law. _______________________________ Daniel Biss, Mayor Attest: ______________________________ Stephanie Mendoza, City Clerk Adopted: February 24, 2025 Approved as to form: _______________________________ Alexandra Ruggie, Corporation Counsel Page 2 of 26 DOCUMENT PREPARED BY AND AFTER RECORDING, RETURN TO: Metropolitan Water Reclamation District of Greater Chicago Law Department/Real Estate Division 100 E. Erie St. Chicago, IL 60611 Attn: Margarett Zilligen Senior Attorney P.I.N.s: 05-35-314-003-0000 05-35-320-002-0000 05-35-500-009-0000 This space reserved for Clerk’s use only. EASEMENT AGREEMENT THIS EASEMENT AGREEMENT (“Easement”) is made and entered into this 6th day of March, 2025, by and between the METROPOLITAN WATER RECLAMATION DISTRICT OF GREATER CHICAGO, a body corporate and politic organized and existing under the laws of the State of Illinois, hereinafter called the “District”, and CITY OF EVANSTON, a municipal corporation, organized and existing under the laws of the State of Illinois, with principal offices at 2100 Ridge Avenue, Evanston, IL 60201, hereinafter called the “Grantee.” WHEREAS, Grantee desires a 75-year non-exclusive easement to construct, reconstruct, operate, maintain, repair and replace a storm sewer, outfall and related equipment and appurtenances thereto on the west bank of the North Shore Channel extending from Bryant Avenue and Chancellor Street running east to and into the North Shore Channel in Evanston, Illinois; North Shore Channel Parcel 2.07, as legally described and depicted in the plat of easement attached hereto and made a part hereof as Exhibit A, said premises hereinafter referred to as the “Easement Premises” and generally depicted in the aerial photograph attached hereto and made a part hereof as Exhibit B; WHEREAS, Grantee intends to enter into a written agreement with Northwestern University, whereby Northwestern University would assume the management of the Easement Premises and improvements on the City’s behalf in accordance with this Easement Agreement; WHEREAS, it is understood that the Grantee and its agents or site operators are allowed to use the Easement Premises for activities related to constructing, reconstructing, operating, maintaining, repairing and replacing a storm sewer, outfall and related equipment and appurtenances thereto on the west bank of the North Shore Channel extending from Bryant Avenue and Chancellor Street running east to and into the North Shore Channel in Evanston, Illinois; Page 3 of 26 2 1614681033.2 WHEREAS, the District is willing to grant to Grantee the easement aforesaid upon the conditions hereinafter set forth. NOW, THEREFORE, for and in consideration of the representations, covenants, conditions, undertakings, and agreements herein made, the parties hereto agree as follows: ARTICLE ONE 1.01 The District hereby grants unto Grantee a non-exclusive easement, right, privilege and authority for 75 years, commencing on March 6, 2025, and terminating on March 6, 2100, to construct, reconstruct, operate, maintain, repair and replace a storm sewer, outfall, and related equipment and appurtenances thereto, hereinafter for convenience sometimes called “Improvements and Facilities”, on the Easement Premises. 1.02 The District reserves the right to use the Easement Premises for any purpose not inconsistent with the rights herein granted, including but not limited to 24/7 access to the Easement Premises for the District’s corporate purposes. 1.03 Grantee covenants and agrees in consideration of the grant of said easement to pay to the District a one-time easement fee in the amount of TEN AND 00/100 DOLLARS ($10.00), which is payable contemporaneously with Grantee’s execution and delivery of this Easement Agreement. 1.04 In addition to the aforesaid, Grantee shall also pay, when due, all real estate taxes and assessments (if any) that may be levied, charged or imposed upon or against the Easement Premises and submit to the District evidence of such payment within 30 days thereafter. ARTICLE TWO 2.01 The construction and installation of the Improvements and Facilities of Grantee on the Easement Premises shall be in accordance with plans and specifications prepared at Grantee’s expense and supplied to the District by Grantee. No work shall commence until said plans and specifications have been approved in writing by the Executive Director of the District or his/her designee, not to be unreasonably withheld, conditioned or delayed. 2.02 The construction and installation of the Improvements and Facilities by Grantee on the Easement Premises shall be done to the reasonable satisfaction of the Executive Director of the District or his/her designee. 2.03 Grantee shall construct, install, operate and maintain the Improvements and Facilities, in a good and workmanlike manner at its sole cost, risk and expense. 2.04 Grantee shall use and maintain the sewer system in compliance with the provisions of this grant and in compliance with all applicable laws, ordinances, and regulations. 2.05 Grantee shall be responsible for any damage or injuries arising out of its use of or operation of the facilities. Page 4 of 26 3 1614681033.2 2.06 Grantee shall compensate the District for any reasonable additional costs that the District may sustain in any future construction of sewers, reservoirs or any other surface or underground structures caused by the presence of the Improvements and Facilities of Grantee on the Easement Premises. 2.07 Grantee shall relocate or remove such parts as necessary of the Improvements and Facilities existing or constructed upon the Easement Premises at no cost to the District: A. In the event that the North Shore Channel is to be widened into the Easement Premises by the District or any other governmental agency into the Easement Premises; or B. In the event that any agency of government, having jurisdiction over the North Shore Channel requires the relocation or removal of said improvements. ARTICLE THREE 3.01 The District expressly retains its interest in and rights to the use and occupation of the Easement Premises subject to the easement rights herein granted, and the District may grant further easements, assign, sell or lease the same to other parties subject to the Grantee’s right of use and a reasonable means of access to said Improvements and Facilities for construction, reconstruction, operation, maintenance, repair or removal thereof. 3.02 Grantee shall be solely responsible for and shall defend, indemnify, keep and save harmless the District, its Commissioners, officers, agents and employees, against all injuries, deaths, losses, damages, claims, patent claims, liens, suits, liabilities, judgments, costs and expenses which may in any way accrue against the District, its Commissioners, officers, agents or employees, in consequence of the granting of this Easement, or which may in any way arise out of Grantee (or Grantee’s contractors, subcontractors or their agents) use of the Easement Premises, and Grantee shall, at Grantee’s sole expense, appear, defend and pay all reasonable charges of attorneys and all reasonable costs and other expenses arising therefrom or incurred in connection therewith, and, if any judgment shall be rendered against the District, its Commissioners, officers, agents or employees, in any such action, Grantee shall, at Grantee’s sole expense, satisfy and discharge the same provided that Grantee shall first have been given prior notice of the suit in which judgment has been or shall be rendered, Grantee shall have been given an opportunity to defend the same and the District shall have given Grantee its full cooperation. Grantee expressly understands and agrees that any performance bond or insurance protection required by this Easement, or otherwise provided by Grantee, shall in no way limit the responsibility to indemnify, keep and save harmless and defend the District as herein provided. 3.03 INSURANCE: A. Grantee, prior to entering upon the Easement Premises and using the same for the purposes for which this Easement is granted, shall procure, maintain and keep in force, at Grantee’s expense, the following public liability and property damage insurance in which the District, its Commissioners, officers, agents and employees, are a named insured as well as fire and extended coverage, and all-risk property insurance (“CLAIMS MADE” Page 5 of 26 4 1614681033.2 policies are unacceptable) in which the District is named loss payee from a company to be reasonably approved by the District, each afore-referenced policy shall have limits of not less than the following: COMPREHENSIVE GENERAL LIABILITY Combined Single Limit Bodily Injury Liability Property Damage Liability (Including Liability for Environmental Contamination of Adjacent Properties) in the amount of not less than $4,000,000.00 per Occurrence and ALL RISK PROPERTY INSURANCE (Including Coverage for Environmental Contamination of the Easement Premises) in the amount of not less than $4,000,000.00 per Occurrence Prior to entering upon the Easement Premises, and thereafter on the anniversary date of such policies, Grantee shall furnish to the District certificates of such insurance or other suitable evidence that such insurance coverage has been procured and is maintained in full force and effect. Upon District’s written request, Grantee shall provide District with copies of the actual insurance policies within ten (10) days of District’s request for same. Such certificates and insurance policies shall clearly identify the premises and shall provide that no change, modification in or cancellation of any insurance shall become effective until the expiration of thirty (30) days after written notice thereof shall have been given by the insurance company to the District. The provisions of this paragraph shall in no way limit the liability of Grantee as set forth in the provisions of paragraph 3.02 above; or B. Grantee prior to entering upon the Easement Premises and using the same for the purposes for which this Easement is granted, shall prepare and transmit to the District an acknowledged statement that Grantee is a self-insurer, and that it undertakes and promises to insure the District, its Commissioners, officers, agents, servants and employees on account of risks and liabilities contemplated by the indemnity provisions of this Easement (paragraph 3.01 above); and that such statement is issued in lieu of policies of insurance or certificates of insurance in which the District, its Commissioners, officers, agents, servants and employees would be a named or additional insured, and that it has funds available to cover those liabilities in the respective amounts therefor, as set forth as follows: COMPREHENSIVE GENERAL LIABILITY Each Occurrence Limit Bodily Injury Liability Property Damage Liability (Including Liability for Environmental Contamination of Adjacent Properties) in the amount of not less than $4,000,000.00 Page 6 of 26 5 1614681033.2 each Occurrence This statement shall be signed by such officer or agent of Grantee having sufficient knowledge of the fiscal structure and financial status of Grantee, to make such a statement on behalf of Grantee and undertake to assume the financial risk on behalf of Grantee and will be subject to the approval of the District, not to be unreasonably withheld, conditioned or delayed. ARTICLE FOUR 4.01 In the event of any default on the part of Grantee to faithfully keep and perform all covenants, agreements and undertakings herein agreed by it to be kept and performed, or if said Improvements and Facilities are abandoned, the District shall give Grantee notice in writing of such default or abandonment; and if such default or abandonment shall not have been rectified within thirty (30) days after receipt of such notice by Grantee, all rights and privileges granted herein by the District to Grantee may be terminated by the District; and upon such termination, Grantee shall immediately vacate the Easement Premises and remove any improvements, all at the sole cost of Grantee. 4.02 Grantee shall have the right to give the District written notice to cease and terminate all rights and privileges under this Easement. In the event of such termination, Grantee shall have a period of one-hundred twenty (120) days from and after such termination date to vacate the Easement Premises and remove any improvements, at no cost to the District. The expiration of said date shall in no event extend beyond the expiration date of this Easement. 4.03 Grantee understands and agrees that upon the expiration of this Easement, Grantee shall vacate the Easement Premises and remove any improvements. Grantee further agrees to yield up said Easement Premises in as good condition as when the same was entered upon by Grantee. Upon Grantee’s failure to do so, the District may do so at the sole expense and cost of Grantee. 4.04 Grantee expressly understands and agrees that any insurance protection or bond required by this Easement, or otherwise provided by Grantee, shall in no way limit the responsibility to defend, indemnify, keep and save harmless the District, as hereinabove provided. ARTICLE FIVE 5.01 Grantee agrees that if the District incurs any additional expense for additional work which the District would not have had to incur if this Easement had not been executed, then, in that event, Grantee agrees to pay to the District such additional expense as reasonably determined by the Executive Director of the District, promptly upon rendition of bills therefor to Grantee. 5.02 Grantee covenants and agrees that it will reimburse the District, make all necessary repairs at its sole cost and expense and otherwise keep and save harmless the District from any loss, cost or expense arising out of the granting of this Easement suffered to property of the District by way of damage to or destruction thereof, caused by any act or omission of Page 7 of 26 6 1614681033.2 Grantee, Grantee’s agents, employees, contractors, subcontractors, or anyone else acting through or on behalf of Grantee, its agents, employees, contractors, or subcontractors. 5.03 During the term of this Easement, the District shall not be liable to Grantee for any loss, cost or expense which Grantee shall sustain by reason of any damage to its property or business caused by or growing out of the construction, repair, reconstruction, maintenance, existence, operation or failure of any of the sewers, structures, channels or other works or equipment of the District now located or to be constructed on the land of the District adjacent to said Easement Premises, except in the instance of gross negligence, and willful misconduct by the District. ARTICLE SIX 6.01 Detailed plans of subsequent construction or material alteration of Grantee’s Improvements and Facilities shall first be submitted to the Executive Director of the District (or his/her designee) for approval, not to be unreasonably withheld, conditioned or delayed. Construction work shall not begin until such approval is given to Grantee in writing. 6.02 Any notice herein provided to be given shall be deemed properly served if delivered in writing personally or mailed by registered or certified mail, postage prepaid, return receipt requested as follows: to the District: 100 East Erie Street Attn: Executive Director Chicago, Illinois 60611 to the Grantee: City of Evanston 909 Davis Street Evanston, IL 60201 or to such other persons or addresses as either party may from time to time designate. ARTICLE SEVEN 7.01 Grantee, prior to entering upon the Easement Premises and using the same for the purposes for which this Easement is granted, shall, at Grantee’s sole cost and expense, obtain all permits, consents and licenses which may be required under any and all statutes, laws, ordinances and regulations of the District, the United States of America, the State of Illinois, Cook County, or the City of Evanston, and furnish to the District suitable evidence thereof. 7.02 Grantee covenants and agrees that it shall strictly comply with any and all statutes, laws, ordinances and regulations of the District, the United States of America, the State of Illinois, Cook County and the City of Evanston, which in any manner affects this Easement, any work done hereunder or control or limit in any way the actions of Grantee, its agents, servants and employees, or of any contractor or subcontractor of Grantee, or their employees. Page 8 of 26 7 1614681033.2 7.03 Grantee agrees to protect all existing District facilities within the Easement Premises, including, but not limited to, intercepting sewers, sludge lines, utility lines, dropshafts, connecting structures, siphons and manholes. 7.04 No blockage or restriction of flow in the North Shore Channel’s water will be tolerated at any time. No construction or improvements of any kind can project into the aqueous waterway below the high-water mark during construction or after permanent repairs are completed. 7.05 Tree Mitigation A. No alterations, construction or maintenance work upon the Easement Premises involving any material change in the location; installation or construction of facilities, or involving the removal of any trees on District property (other than those already indicated with the permit documents), shall be performed by any person or municipality without having first obtained District approval, not to be unreasonably withheld, conditioned or delayed. However, Grantee may conduct routine trimming of trees, brush or other overgrown vegetation to the extent it interferes with the safety or proper functioning of any improvements. B. If the proper maintenance and operation of facilities or improvements on the Easement Premises necessitates the removal of any additional trees on District property (other than those already indicated with the permit documents), Grantee shall give no less than 14-day written notice, exclusive of Saturdays, Sundays and holidays, of its intent to remove any such trees on the Easement Premises, setting forth the number, location and species of such trees to be removed. C. Grantee shall submit to the District a plan to replace any additional trees removed (other than already indicated with the permit documents) that provides for planting the same or greater number and quality of trees on the Easement Premises, or on alternate areas owned by the District as designated and approved in writing by the District, not to be unreasonably withheld, conditioned or delayed. D. Grantee is responsible for obtaining any local permits necessary for tree removal. ARTICLE EIGHT 8.01 Grantee shall not voluntarily or by operation of law assign, or otherwise transfer or encumber all or any part of Grantees’ interest in this Easement or in the Easement Premises to any other governmental agency, individual, partnership, joint venture, corporation, land trust or other entity, except for any wholly owned subsidiary or other affiliate controlled by or under control with the Grantee, without prior written consent of the District, not to be unreasonably withheld, conditioned or delayed. 8.02 Grantee shall notify the District in writing not less than sixty (60) days prior to any proposed assignment or transfer of interest in this Easement. Grantee shall identify the name and address of the proposed assignee/transferee and deliver to the District original or certified Page 9 of 26 8 1614681033.2 copies of the proposed assignment, a recital of assignee’s personal and financial ability to comply with all the terms and conditions of this Easement and any other information or documentation requested by the District. The District shall not unreasonably withhold the consent to assignment or transfer. 8.03 Any attempted assignment or transfer of any type not in compliance with this article shall be void and without force and effect. ARTICLE NINE GENERAL ENVIRONMENTAL PROVISIONS 9.01 DEFINITIONS A. “Environmental Laws” shall mean all present and future statutes, regulations, rules, ordinances, codes, licenses, permits, orders, approvals, plans, authorizations and similar items, of all government agencies, departments, commissions, boards, bureaus, or instrumentalities of the United States, state and political subdivisions thereof and all applicable judicial, administrative, and regulatory decrees, judgments, orders, notices or demands relating to industrial hygiene, and the protection of human health or safety from exposure to Hazardous Materials, or the protection of the environment in any respect, including without limitation: (1) all requirements, including, without limitation, those pertaining to notification, warning, reporting, licensing, permitting, investigation, and remediation of the presence, creation, manufacture, processing, use, management, distribution, transportation, treatment, storage, disposal, handling, or release of Hazardous Materials; (2) all requirements pertaining to the protection of employees or the public from exposure to Hazardous Materials or injuries or harm associated therewith; and (3) the Comprehensive Environmental Response, Compensation and Liability Act (Superfund or CERCLA) (42 U.S.C. Sec. 9601 et seq.), the Resource Conservation and Recovery Act (Solid Waste Disposal Act or RCRA) (42 U.S.C. Sec. 6901 et seq.), Clean Air Act (42 U.S.C. Sec 7401 et seq.), the Federal Water Pollution Control Act (Clean Water Act) (33 U.S.C. Sec, 1251 et seq.), the Emergency Planning and Community Right-to-Know Act (42 U.S.C. Sec. 11001 et seq.), the Toxic Substances Control Act (15 U.S.C. Sec, 2601 et seq.), the National Environmental Policy Act (42 U.S.C. Sec. 4321 et seq.), the Rivers and Harbors Act of 1988 (33 U.S.C. Sec. 401 et seq.), the Endangered Species Act of 1973 (16 U.S.C. Sec. 1531 et seq.), the Safe Drinking Water Act (42 U.S.C. Sec. 300 (f) et seq., the Illinois Environmental Protection Act (415 ILCS 5/1 et seq.) and all rules, regulations and guidance documents promulgated or published thereunder, Occupational Safety and Health Act (29 U.S.C. Sec. 651 et seq.) and all similar state, local and municipal laws relating to public health, safety or the environment. B. Hazardous Materials” shall mean: Page 10 of 26 9 1614681033.2 (1) any and all asbestos, natural gas, synthetic gas, liquefied natural gas, gasoline, diesel fuel, petroleum, petroleum products, petroleum hydrocarbons, petroleum by-products, petroleum derivatives, crude oil and any fraction of it, polychlorinated biphenyls (PCBs), trichloroethylene, urea formaldehyde and radon gas; (2) any substance (whether solid, liquid or gaseous in nature), the presence of which (without regard to action level, concentration or quantity threshold requires investigation or remediation under any federal, state or local statute, regulation, ordinance, order, action, policy or common law; (3) any substance (whether solid, liquid or gaseous in nature) which is toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic, or otherwise hazardous or dangerous; (4) any substance (whether solid, liquid or gaseous in nature) the presence of which could cause or threaten to cause a nuisance upon the area subject to easement or to adjacent properties or pose or threaten to pose a hazardous threat to the health or safety of persons on or about such properties; (5) any substance (whether solid, liquid or gaseous in nature) the presence of which on adjacent properties could constitute trespass by or against Grantee or District; (6) any materials, waste, chemicals and substances, whether solid, liquid or gaseous in nature, now or hereafter defined, listed, characterized or referred to in any Environmental Laws as “hazardous substances,” “hazardous waste,” “infectious waste,” “medical waste,” “extremely hazardous waste,” “hazardous materials,” “toxic chemicals,” “toxic substances,” “toxic waste,” “toxic materials,” “contaminants,” “pollutants,” “carcinogens,” “reproductive toxicants,” or any variant or similar designations; (7) any other substance (whether solid, liquid or gaseous in nature) which is now or hereafter regulated or controlled under any Environmental Laws (without regard to the action levels, concentrations or quantity thresholds specified herein); or (8) any result of the mixing or addition of any of the substances described in this Subsection B with or to other materials. C. “Phase I Environmental Assessment” shall mean: (1) an assessment of the Easement Premises and a reasonable area of the adjacent premises owned by the District performed by an independent and duly qualified, licensed engineer with experience and expertise in conducting environmental assessments of real estate, bedrock and groundwater of the type found on the Easement Premises and said assessment shall include, but not necessarily be limited to a historical review of the use (abuse) of the Easement Premises, a review of the utilization and maintenance of hazardous materials on the Easement Premises review of the Easement Premises’ permit and enforcement history (by review of regulatory agency records), a site reconnaissance and physical survey, inspection of Easement Page 11 of 26 10 1614681033.2 Premises, site interviews and site history evaluations, basic engineering analyses of the risks to human health and the environment of any areas of identified concerns, and preparation of a written report which discusses history, site land use, apparent regulatory compliance or lack thereof and which includes historical summary, proximity to and location of USTs, LUSTs, TSDFs, CERCLA site flood plain, maps, photograph log references, conclusions and recommendations. D. “Phase II Environmental Assessment” shall mean: (1) an assessment of the Easement Premises and a reasonable area of the adjacent property owned by the District performed by an independent and duly qualified, licensed engineer with experience and expertise in conducting environmental assessments of real estate, bedrock and groundwater of the type found on the Easement Premises and said assessment shall include, but not necessarily be limited to, extensive sampling of soils, ground waters and structures, followed by laboratory analysis of these samples and interpretation of the results, and preparation of a written report with boring logs, photograph logs, maps, investigative procedures, results, conclusions and recommendations. 9.02 MANUFACTURE, USE, STORAGE, TRANSFER OR DISTRIBUTION OF HAZARDOUS MATERIALS UPON OR WITHIN THE EASEMENT Grantee, for itself, its heirs, executors, administrators, and successors covenants that to the extent that any Hazardous Materials are manufactured, brought upon, placed, stored, transferred, conveyed or distributed upon or within the Easement Premises, by Grantee or its subtenant or assigns, or any of its agents, servants, employees, contractors or subcontractors, same shall be done in strict compliance with all Environmental Laws. Construction or installation of new or reconstruction of any underground interconnecting conveyance facilities for any material or substance is not permitted without the advance written consent of the Executive Director of the District or his/her designee, not to be unreasonably withheld, conditioned or delayed. 9.03 USE OF PREMISES (RESTRICTIONS - ENVIRONMENTAL) Grantee shall use the Easement Premises only for purposes expressly authorized by Article 1.01 of this Easement. Grantee will not do or permit any act that could materially increase the dangers, or pose an unreasonable risk of harm, to the health or safety of persons to third parties (on or off the Easement Premises) arising from activities thereon, or that could cause or threaten to cause a public or private nuisance on the Easement Premises or use Easement Premises in any manner (i) which could cause the Easement Premises to become a hazardous waste treatment, storage, or disposal facility within the meaning of, or otherwise bring the Easement Premises within the ambit of the Resource Conservation and Recovery Act of 1976, Section 6901 et seq. of Title 42 of the United States Code, or any similar state law or local ordinance, (ii) so as to cause a release or threat of release of Hazardous Materials from the Easement Premises within the meaning of, or otherwise bring the Easement Premises within the ambit of, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, Page 12 of 26 11 1614681033.2 Section 9601 et seq. of Title 42 of the United States Code, or any similar state law or local ordinance or any other Environmental Law or (iii) so as to cause a discharge of pollutants into any water source or system, or the discharge into the air of any emissions which would require a permit under the Federal Water Pollution Control Act, Section 1251 of Title 33 of the United States Code, or the Clean Air Act, Section 741 of Title 42 of the United States Code, or any similar state law or local ordinance. 9.04 INDEMNIFICATION (ENVIRONMENTAL) In consideration of the execution and delivery of this Easement, Grantee indemnifies, exonerates, and holds the District and its officers, officials, Commissioners, employees, and agents (“Indemnified Parties”) free and harmless from and against any and all actions, causes of action, suits, losses, costs, liabilities and damages and expenses incurred in connection with any of these (irrespective of whether any such Indemnified Party is a party to the action for which indemnification is here sought), including reasonable Attorney’s fees, costs and disbursements incurred by the Indemnified Parties as a result of or arising out of or relating to (i) the imposition of any governmental lien for the recovery of environmental cleanup costs expended by reason of Grantee’s activities, or (ii) any investigation, litigation, or proceeding related to any environmental response, audit, compliance by reason of Grantee’s activities, or (iii) the release or threatened release by Grantee, its subsidiaries, or its parent company of any Hazardous Materials. 9.05 ENVIRONMENTAL COVENANTS Grantee agrees to and covenants as follows: A. Grantee covenants and agrees that throughout the term of this Easement all Hazardous Materials which may be used upon the Easement Premises by Grantee or its agents shall be used or stored thereon only in a safe, approved manner in accordance with all generally accepted industrial standards and all Environmental Laws. B. Grantee has been issued and is in compliance with all permits, certificates, approvals, licenses, and other authorizations relating to environmental matters and necessary for its business, if any. C. Grantee, to the best of its knowledge, is not a potentially responsible party with respect to any other facility receiving waste of Grantee from the Easement Premises under CERCLA or under any statute providing for financial responsibility of private parties for cleanup or other actions with respect to the release or threatened release of any Hazardous Materials. D. Grantee will take all reasonable steps to prevent a violation of any Environmental Laws. There will be no spill, discharge, leaks, emission, injection, escape, dumping, or release of any toxic or Hazardous Materials by Grantee or its agents on the area to be used and under this Easement. Page 13 of 26 12 1614681033.2 E. Grantee will not allow the installation of asbestos on the area described in Exhibit A or any item, article, container or electrical equipment containing PCBs, including but not limited to, transformers, capacitors, circuit breakers, reclosers, voltage regulators, switches, electro-magnets and cable. F. The aforesaid representations and warranties shall survive the expiration or termination of this Easement. 9.06 COVENANTS (ENVIRONMENTAL) Grantee shall cause its parent company and each of its respective subsidiaries, contractors, subcontractors, employees and agents to: A. (1) Use and operate all of the Easement Premises in compliance with all applicable Environmental Laws, keep all material permits, approvals, certificates, and licenses in effect and remain in material compliance with them; and (2) Undertake reasonable and cost-effective measures to minimize any immediate environmental impact of any spill or leak of any Hazardous Materials; B. Notify the District by telephone within two hours of the release of Hazardous Materials, including the extent to which the identity of the Hazardous Materials is known, the quantity thereof and the cause(s) of the release, and provide the District within 72 hours of the event with copies of all written notices by Grantee, its parent, and its subsidiaries that are reported to government regulators or received from the government regulators. C. Provide such information that the District may reasonably request from time to time to determine compliance by Grantee with this Article. D. Grantee covenants and agrees to reasonably cooperate with the District in any inspection, assessment, monitoring, or remediation instituted by the District during this Easement. 9.07 COMPLIANCE (ENVIRONMENTAL) Grantee will cause its parent company and each of its subsidiaries, if any, to exercise due diligence to comply with all applicable treaties, laws, rules, regulations, and orders of any government authority. A. In the event of a spill, leak or release of hazardous waste carried by Grantee, its employees, or its agents Grantee shall conduct a Phase I Environmental Assessment, at its own expense, with respect to the Easement Premises and a reasonable area of the adjacent property owned by the District and submit the written report to the District within 90 days after the spill, leak or discharge. After review of each Phase I Environmental Assessment, District, at its reasonable discretion, may require Grantee, at Grantee’s expense, to obtain a Phase II Environmental Assessment with respect to the premises used under this Page 14 of 26 13 1614681033.2 Easement. The written report of the Phase II Environmental Assessment shall be submitted to District within 120 days of District’s request for same. If the Phase II Assessment discloses the presence of any Hazardous Materials contamination on the Easement Premises or adjacent premises, Grantee shall take immediate action to remediate the contamination and to restore the Easement Premises described in Exhibit A and adjacent premises owned by the District to a clean and sanitary condition and to the extent required by any and all Environmental Laws. B. Capacitators, transformers, or other environmentally sensitive installations or improvements shall be removed by Grantee prior to the end of this Easement unless directed to the contrary in writing by the District. C. If any Environmental Assessment reveals, or District otherwise becomes aware of, the existence of any violation of any Environmental Laws that either Grantee is unwilling to remediate or that District is unwilling to accept, District shall have the right and option to terminate this Easement and to declare it null and void. D. In the event Grantee should receive a Notice of Environmental Problem, Grantee shall promptly provide a copy to the District, and in no event later than seventy- two (72) hours from Grantee’s and any tenant’s receipt or submission thereof. “Notice of Environmental Problem” shall mean any notice, letter, citation, order, warning, complaint, inquiry, claim, or demand that: (i) Grantee has violated, or is about to violate, any Environmental Laws; (ii) there has been a release, or there is a threat of release, of Hazardous Materials, on the Easement Premises, or any improvements thereon; (iii) Grantee will be liable, in whole or in part, for the costs of cleaning up, remediating, removing, or responding to a release of Hazardous Materials; (iv) any part of the Easement Premises or any improvements thereon is subject to a lien in favor of any governmental entity for any liability, costs, or damages, under any Environmental Laws, arising from or costs incurred by such government entity in response to a release of Hazardous Material, Grantee shall promptly provide a copy to the District, and in no event later than seventy-two (72) hours from Grantee’s and any tenant’s receipt or submission thereof. E. Not less than one (1) year prior to the expiration of this Easement, Grantee shall have caused to be prepared and submitted to the District a written report of a site assessment in scope, form and substance, and prepared by an independent, competent and qualified professional and engineer, registered in the State of Illinois, reasonably satisfactory to the District, and dated not more than eighteen (18) months prior to the expiration of this Easement, showing that: (1) Grantee has not caused the Easement Premises and any improvements thereon to materially deviate from any requirements of the Environmental Laws, including any licenses, permits or certificates required thereunder; Page 15 of 26 14 1614681033.2 (2) Grantee has not caused the Easement Premises and any improvements thereon to contain: (i) asbestos in any form; (ii) urea formaldehyde; (iii) items, articles, containers, or equipment which contain fluid containing polychlorinated bi-phenyls (PCBs); or (iv) underground storage tanks which do not comply with Environmental Laws; (3) the engineer has identified, and then describes, any Hazardous Materials utilized, maintained or conveyed on or within the property, the exposure to which is prohibited, limited, or regulated by any Environmental Laws; (4) if any Hazardous Materials were utilized, maintained or conveyed on the Easement Premises, the engineer has conducted and submitted a Phase II Environmental Assessment of the Easement Premises, which documents that the Easement Premises and improvements are free of contamination by Hazardous Materials; (5) the engineer has identified and then describes, the subject matter of any past, existing, or threatened investigation, inquiry, or proceeding concerning environmental matters by any federal, state, county, regional or local authority, (the Authorities”), and describing any submission by Grantee concerning said environmental matter which has been given or should be given with regard to the Easement Premises to the Authorities; and (6) the engineer includes copies of the submissions made pursuant to the requirements of Title III of the Superfund Amendments and Reauthorization Act of 1986 (SARA), Section 11001 et seq. of Title 42 of the United States Code. 9.08 INSPECTION AND RIGHT OF INSPECTION (ENVIRONMENTAL) A. In the event Grantee gives notice pursuant to the provisions of Notice of Environmental Problem, within ninety (90) days Grantee shall submit to District a written report of a site assessment and environmental audit, in scope, form and substance, and prepared by an independent, competent and qualified, professional, registered engineer, reasonably satisfactory to the District, showing that the engineer made all appropriate inquiry consistent with good commercial and customary practice, such that consistent with generally accepted engineering practice and procedure, no evidence or indication came to light which would suggest there was a release of substances on the Easement Premises which could necessitate an environmental response action, and which demonstrates that the Easement Premises complies with, and does not deviate from all applicable environmental statutes, laws, ordinances, rules, and regulations, including licenses, permits, or certificates required thereunder, and that Grantee is in Page 16 of 26 15 1614681033.2 compliance with, and has not deviated from, the representations and warranties previously set forth. B. District hereby expressly reserves to itself, its agents, Attorneys, employees, consultants, and contractors, an irrevocable license and authorization to, at the cost and expense of District, enter upon and inspect the Easement Premises and improvements thereon, and perform such tests, including without limitation, subsurface testing, soils, and groundwater testing, and other tests which may physically invade the Easement Premises or improvements thereon as the District, in its reasonable discretion, determines is necessary to protect its interests. District, at its cost and expense, shall return and repair the Easement Premises and improvements to their condition as they existed prior to the District’s actions. ARTICLE TEN 10.01 At all times during this easement term, Grantee, its agents, operators, and contractors must protect all District facilities and appurtenances located within the Easement Premises, and the District’s 24-hour access to its facilities must be maintained. 10.02 Grantee, its agents, operators, and contractors shall restore, repair, or replace (to the District’s reasonable satisfaction and at no cost to the District) any damage to the Easement Premises or District facilities caused by their activities. [The remainder of this page is left blank intentionally] [Signature page follows] Page 17 of 26 IN WITNESS WHEREOF, on the day and year first above written, the parties hereto have caused these presents, including Exhibits, if any, to be duly executed, duly attested and their corporate seals, if applicable, to be hereunto affixed. METROPOLITAN WATER RECLAMATION DISTRICT OF GREATER CHICAGO By: ____________________________________ Marcelino Garcia Chairman of Committee on Finance ATTEST: ________________________________ Jacqueline Torres, Clerk CITY OF EVANSTON By: ____________________________________ Title: ___________________________________ ATTEST: By: ___________________________ Title: __________________________ Page 18 of 26 STATE OF ILLINOIS ) ) SS. COUNTY OF COOK ) I, __________________________________ Notary Public in and for said County, in the State aforesaid, DO HEREBY CERTIFY that Marcelino Garcia personally known to me to be the Chairman of the Committee on Finance of the Board of Commissioners of the Metropolitan Water Reclamation District of Greater Chicago, a body corporate and politic, and Jacqueline Torres, personally known to me to be the Clerk of said body corporate and politic, and personally known to me to be the same persons whose names are subscribed to the foregoing instrument, appeared before me this day in person and severally acknowledged that as such Chairman of the Committee on Finance and such Clerk, they signed and delivered the said instrument as Chairman of the Committee on Finance of the Board of Commissioners and Clerk of said body corporate and politic, and caused the corporate seal of said body corporate and politic to be affixed thereto, pursuant to authority given by the Board of Commissioners of said body corporate and politic, as their free and voluntary act and as the free and voluntary act and deed of said body corporate and politic, for the uses and purposes therein set forth. GIVEN under my hand and Notarial Seal this ________ day of ____________, A.D. 2025. ________________________________ Notary Public My Commission expires: ______________________ Page 19 of 26 STATE OF ILLINOIS ) ) SS. COUNTY OF COOK ) The undersigned, a Notary Public in and for said County, in the State afore- said, DOES HEREBY CERTIFY that_______________________________________, (Name) personally known to me to be the _____________________________________ of (Title) _____________________________________________, a municipal corporation, and (City/Town/Village) ________________________________________, personally known to me to be the (Name) ________________________________________ of said municipal corporation and (Title) personally known to me to be the same persons whose names are subscribed to the foregoing instrument, appeared before me this day in person and severally acknowledged that as such _____________________ and _______________________ (Title) (Title) said municipal corporation, duly executed said instrument on behalf of said municipal corporation and caused its corporate seal to be affixed thereto pursuant to authority given by the corporate authority of said municipal corporation, as its free and voluntary act and as the free and voluntary act and deed of said municipal corporation, for the uses and purposes therein set forth. GIVEN under my hand and Notarial Seal this _____ day of _________, A.D. 2025. __________________________________________ Notary Public My Commission expires: ______________________ Page 20 of 26 APPROVED AS TO FORM AND LEGALITY: ________________________________________________________________ Head Assistant Attorney ________________________________________________________________ General Counsel APPROVED: ________________________________________________________________ Executive Director RECEIVED: Fee_____ Insurance_____ Bond_N/A_ Page 21 of 26 EXHIBIT A EASEMENT PREMISES Page 22 of 26 EXHIBIT B AERIAL PHOTOGRAPH Page 23 of 26 Page 24 of 26 Page 25 of 26 tePage 26 of 26