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HomeMy WebLinkAboutResolution 99-R-26 Easement Agreement with Northlight Theatre05/11/2026 99-R-26 A RESOLUTION Authorizing the City Manager to Execute an Easement Agreement with Northlight Theatre WHEREAS, Northlight Theatre intends to install a trash enclosure over the City’s right-of-way to service Northlight Theatre properties; and WHEREAS, the private water service for the restaurant is installed under the City’s right-of-way and surface parking lot 27; and WHEREAS, Northlight Theatre requests access to the Northlight Theatre properties over the City Property as identified in Exhibit A to the Easement Agreement; and WHEREAS, the Evanston City Council believes entering into an Easement Agreement with Northlight Theatre is in the best interests of the citizens of Evanston, NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF EVANSTON, COOK COUNTY, ILLINOIS: SECTION 1: That the City Manager is hereby authorized and directed to sign, and the City Clerk is hereby authorized and directed to attest on behalf of the City of Evanston, an Easement Agreement between the City and Northlight Theatre. SECTION 2: That the City Manager is hereby authorized and directed to negot iate any terms of an Agreement as may be determined to be in the best interests of the City. SECTION 3: That this Resolution shall be in full force and effect from and after its passage, approval, and publication in the manner provided by law. Page 1 of 13 99-R-26 _______________________________ Daniel Biss, Mayor Attest: ______________________________ Stephanie Mendoza, City Clerk Adopted: __________________, 2026 Approved as to form: ______________________________ Alexandra B. Ruggie, Corporation Counsel Page 2 of 13 May 11 EASEMENT AGREEMENT THIS EASEMENT AGREEMENT (this “Agreement”) is by and between the CITY OF EVANSTON, a municipal corporation (“Grantor”) and NORTHLIGHT THEATRE, an Illinois not-for-profit corporation (“Grantee”) (each referred to herein as “Party” or, collectively, as “the Parties”). RECITALS A. Grantor is the owner of three properties that are the subject of this Agreement. The first property is a section of City right-of-way in a 10 foot alley north of Davis Street, east of Oak Avenue (north/south leg); the second property is a section of City right-of-way in a 20 foot alley north of Davis Street, east of Oak Avenue (east/west leg); the third property is the City Surface Parking Lot 27, which is metered and located east of Oak Avenue, west of Maple Avenue (the “Parking Lot”) (collectively referred to as the “City Property”). B. Grantee is the owner of property located at 1012-1018 Church Street, Evanston, Illinois, PINs 11-18-302-038-0000 and 11-18-302-039-0000 (the “Property”). The Property is adjacent to the City Property and includes a restaurant and theater. In order to provide access to the Property for patrons, employees, contractors, and agents, Grantee requests an easement over the City Property. C. Grantee has requested that the City grant three easements total: two easements to provide Grantee access to the Building and for the placement of trash receptacles over the City Property as identified in Exhibit A (the “Access Easement Area”), and legally described on Exhibit A. The third easement is for Grantee to install private water service under City Property and tie that water service into the City’s water main located on Oak Avenue (“Water Services Easement”) (collectively, the Access Easement Area and the Water Services Easement area are referred to as the “Easement Area”). The private water service runs from the parkway on Oak Avenue to the Property. The City owns and maintains the water service from the water main to the parkway. The City has agreed to grant the referenced easements, subject to the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of the foregoing Recitals, which are hereby incorporated in and made part of this Agreement as if fully set forth below, the mutual agreement of the Parties hereto, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: 1. Access Easements. Grantor provides Grantee a twenty (20) year easement over the Access Easement area depicted in the Plat of Easement and in Exhibit A hereto for the limited purpose of providing access to the Property over City Property and to locate trash receptacles; the total size of the easement area is 994 square feet. Grantor hereby grants to Grantee, its agents, servants, employees, its successors and assigns, a non-exclusive easement over the Access Easement Area to provide Grantee with accessibility to the Property and to create a space to locate trash receptacles. This grant shall constitute a covenant, which runs with Page 3 of 13 2 the land, and shall be binding upon the legal representatives, successors, and assigns of Grantor for the Easement Term as defined by this Agreement or as extended pursuant to the terms of this Agreement. 2. Water Service Easement. Grantor provides Grantee a perpetual easement for continued use of the subsurface property, within the Parking Lot area, all within the City of Evanston, as described in Exhibit A and depicted in the Plat of Easement. The easement will be for Grantee to tie into the City’s water main and provide water service to the Property (the “Water Service Easement”). The tie-in locations for water service shall be strictly adhered to and may only be amended if Grantee receives written consent from the City of Evanston W ater Division. Grantor hereby grants, conveys, warrants, and dedicates to Grantee, its agents, servants, employees, successors and assigns, a non-exclusive utilities easement to survey, construct, reconstruct, use, operate, maintain, test inspect, repair, replace, alter, or remove the water service line in, over, upon, along, across, and under the Parking Lot together with related attachments, equipment, and appurtenances thereto. 3. Water Service Easement Construction. Grantee shall construct, install, operate, maintain, and remove any improvements and facilities in a good and workmanlike manner, at its sole cost, risk, and expense. Grantee shall be solely responsible for providing maintenance support for the private water line. Grantee shall be solely responsible for any cost and expenditure associated in any way with the private water line during the duration of this Agreement or as extended pursuant to the terms of this Agreement. 4. Easement Fee. Grantee covenants and agrees, in consideration of the grant of said easements, to pay Grantor an easement fee in the amount of $12,533.52 for the Term. The total easement fee is due and payable upon Grantee’s execution and delivery of this Agreement. 5. Easement Term. The term of the easements granted by this Agreement shall be twenty (20) years from the effective date of this Agreement (the “Term”), which shall be the date that Grantor signed this Agreement (the “Effective Date”). The Term of either or both easements may be renewed upon the written agreement of the Parties and the payment of any renewal easement fee provided for in said agreement. 6. Environmental. Grantee shall comply with all Environmental Laws (as defined herein) and shall not cause or permit any Hazardous Substances (as defined herein) to be brought, kept, or stored on the Property, and shall not engage in or permit any other person or entity to engage in any activity, operation, or business on the Access Easement Area that involves the generation, manufacture, refining, transportation, treatment, storage, handling, or disposal of Hazardous Substances. In the event that any work performed by or on behalf of Grantee on or to the Access Easement Area exposes, uncovers, or results in the presence of Hazardous Substances in the Access Easement Area (including presence in any excavated soils), Grantee, at its sole cost and expense, shall be responsible for the remediation of such Hazardous Substances in accordance with Environmental Laws, except to the extent caused by Grantor. Page 4 of 13 3 “Hazardous Substances” means all hazardous or toxic materials, substances, pollutants, contaminants, or wastes currently identified as a hazardous substance or waste in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (“CERCLA”), as amended, the Superfund Amendments and Reauthorization Act (“SARA”), the Resource Conservation and Recovery Act (“RCRA”), or any other federal, state, or local legislation or ordinances applicable to the Property. As used in this Agreement, “Environmental Laws” means all federal, state, and local environmental laws, rules, statutes, directives, binding written interpretations, binding written policies, ordinances and regulations issued by any governmental authority and in effect on or after the Effective Date of this Agreement with respect to or that otherwise pertain to or affect the Property, or any portion of the Property, the use, ownership, occupancy, or operation of the Property, or any portion of the Property, or any owner of the Property, and as same have been amended, modified, or supplemented from time to time, including but not limited to CERCLA, the Hazardous Substances Transportation Act (49 U.S.C. § 1802 et seq.), RCRA, the Water Pollution Control Act (33 U.S.C. § 1251 et seq.), the Safe Drinking Water Act (42 U.S.C. § 300f et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the Solid Waste Disposal Act (42 U.S.C. § 6901 et seq.), the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.), the Emergency Planning and Community Right -to-Know Act of 1986 (42 U.S.C. § 11001 et seq.), the Radon and Indoor Air Quality Research Act (42 U.S.C. § 7401 note, et seq.), SARA, comparable state and local laws, and any and all rules and regulations that are effective as of the Effective Date of this Agreement, or become effective after the Effective Date of this Agreement, related to any Environmental Laws. 7. Covenants and Conditions. Grantee covenants, warrants, and agrees that with respect to the activities contemplated under this Agreement that: (a) no waste or damage shall be committed upon or to the Easement Area; (b) the Easement Area shall be used only for the purposes set forth herein; (c) the Easement Area shall not be used for any unlawful purpose and no violations of Laws (defined herein) or duly constituted authority shall be committed thereon; (d) Grantee shall keep the Easement Area in a clean and sanitary condition; and (e) Grantee shall not do, or permit to be done, anything upon the Easement Area that may subject Grantor to any liability for injury or damage to person or property, or result in a violation of any Laws. 8. Assignment or Transfer. Grantee shall notify Grantor in writing not less than sixty (60) days prior to any proposed assignment or transfer of interest in any of the easements granted by this Agreement. Grantee shall identify the name and address of the proposed assignee/transferee and deliver to Grantor original or certified copies of the proposed assignment, a recital of assignee’s personal and financial ability to comply with all the terms and conditions of this Agreement or any other information or documentation requested by Grantor. Grantor shall not unreasonably withhold consent to assignment or transfer. 9. Indemnification. Grantee shall defend, indemnify, and hold harmless Grantor and its officers, elected and appointed officials, agents, and employees from any and all liability, losses, or damages (“Losses”) as a result of any claims, demands, lawsuits, actions, or proceedings of any kind or nature, including, without limitation, costs and fees, including attorney’s fees, judgments, or settlements, resulting from or arising out of any negligent or willful act or omission on the part of Grantee or Grantee’s contractors, employees, agents, or subcontractors during the performance of this Agreement. Such indemnification shall not be limited by reason Page 5 of 13 4 of the enumeration of any insurance coverage herein provided. This provision shall survive completion, expiration, or termination of this Agreement. Grantee agrees to cooperate in the event any litigation is brought against Grantor by any party seeking to enjoin, restrain, or stop any work contemplated by this Agreement. Nothing contained herein shall be construed as prohibiting Grantor, or its officers, agents, or employees, from defending through the selection and use of their own agents, attorneys, and experts, any claims, actions, or suits brought against them. Grantee shall be liable for the costs, fees, and expenses incurred in the defense of any such claims, actions, or suits. Nothing herein shall be construed as a limitation or waiver of defenses available to Grantor and its employees and agents, including without limitation those provided by the Illinois Local Government and Governmental Employees Tort Immunity Act, 745 ILCS 10/1-101 et seq. At the Corporation Counsel’s option, Grantee must defend all suits brought upon all such Losses and must pay all costs and expenses incidental to them, but Grantor has the right, at its option, to participate, at its own cost, in the defense of any suit, without relieving Grantee of any of its obligations under this Agreement. Any settlement of any claim or suit related to activities conducted under this Agreement by Grantee must be made only with the prior written consent of the Corporation Counsel for Grantor, if the settlement requires any action on the part of Grantor. To the greatest extent permissible by law, Grantee waives any limits to the amount of its obligations to indemnify, defend, or contribute to any sums due under any Losses, including any claim by any employee of Grantee that may be subject to the Illinois Workers Compensation Act, 820 ILCS 305/1 et seq., or any other related law or judicial decision, including without limitation, Kotecki v. Cyclops Welding Corporation, 146 Ill.2d 155 (1991). Grantor, however, does not waive any limitations it may have on its liability under the Illinois Workers Compensation Act, the Illinois Pension Code, or any other statute. All provisions of this section shall survive completion, expiration, or termination of this Agreement. 10. Insurance. Grantee agrees that it will, at its expense, maintain a policy of insurance, written by responsible insurance carriers with a Best rating of “A” or better, that will insure against liability for injury to or death of persons or damage to property occurring about the Access Easement Area or Water Service Easement Area. Grantor will be named as an additional insured. The liability coverage under insurance will be at least $1 million for any one person injured or killed or any one occurrence, $2 million general aggregate coverage for any one incident, and $100,000.00 property damage. Upon execution of this Agreement and on demand thereafter, Grantee shall provide copies of the insurance policy and all endorsements thereto to Grantor. 11. Compliance with Laws. Grantee, at its sole cost and expense, shall be responsible for obtaining any and all permits and other governmental approvals with respect to any work done on the Easement Areas; this Agreement shall not be construed as providing any such governmental approval. Grantee shall at all times comply with all applicable statutes, laws, codes, regulations, ordinances, legal orders, and government rules and requirements (collectively, “Laws”). Page 6 of 13 5 12. Costs and Lien-Free Construction. Grantee shall bear and promptly pay, without the imposition of any lien or charge on or against all of any portion of the City Property Easement Area, all costs and expenses incurred by Grantee in connection with the maintenance and repair of the Easement Area and the construction and maintenance of any improvements made thereto. Grantee hereby acknowledges and agrees that if any lien is filed against the City Property as a result of the easement or Grantee’s activities in the Easement Area, then Grantee shall be in default of this Agreement, and Grantor shall have the right to exercis e all of its remedies pursuant to this Agreement, at law or in equity or both. 13. Maintenance and Repair. Grantee shall maintain and repair the Easement Area at its sole cost and expense. If the surface of any portion of the Easement Area is disturbed by Grantee’s exercise of any of its rights under this Agreement, the area shall be restored to the condition in which it existed as of the commencement of the activity. In addition to the foregoing obligations, Grantee shall perform necessary maintenance to keep the Easement Area at all times in the same condition as existing on the Effective Date. If Grantee fails to maintain or repair the Easement Area as required by this Section ___, then Grantor shall have the right, but not the obligation, to perform the maintenance and repair at the sole cost and expense of Grantee. All costs of the maintenance and repair shall be due and payable to Grantor by Grantee on demand. 14. Reservation of Rights. Grantor reserves all right, title, and interest in and to the Easement Area that may be used and enjoyed without interfering with the rights conveyed by this Agreement; provided, however, that Grantor shall not: (a) erect or maintain any buildings that may cause damage to or interfere with any improvements made to the Easement Area by Grantee; (b) develop, landscape, or beautify the Easement Area in any way that would unreasonably or materially increase the costs to Grantee of installing any improvements or restoring the Easement Area after such installation. Grantor shall have the right to grant additional easement rights in the Easement Area to other individuals or entities, provided same shall not interfere with or otherwise adversely affect any of Grantee’s rights herein. 15. Covenants Running with the Land. The Parties hereby acknowledge and agree that the provisions in this Agreement, including the obligations imposed and the easements and other rights conferred, are intended to, and do, constitute covenants that run with the land. This Agreement and its provisions bind and benefit the Parties and shall inure to the benefit of and be binding on each party’s successors in interest (which includes successors in interest by way of merger, conversion, acquisition, or otherwise). This Section ___ is not to be construed to create or confer any rights of assignment where one does not exist, and Grantor and Grantee acknowledge that, while Grantee owns the Property, Grantee’s rights and obligations under this Agreement may not be assigned or delegated by Grantee separately from conveyance of the Property. 16. Grantor Not Liable. In no event shall Grantor or Grantor’s officers, elected officials, agents, or employees (collectively, the “Grantor Parties”) be liable for any damage to or loss of personal property or equipment sustained by Grantee within the Easement Area, whether or not it is insured, even if such loss is caused by the negligence of Grantor or the Grantor Parties or both. Page 7 of 13 6 17. Default and Remedies. A breach of any provision of this Agreement is a default under this Agreement. In the event of a default by Grantor or Grantee, the non -defaulting party may seek any and all remedies permitted by law or in equity. Specifically, this Agreement may be enforced by restraining orders and injunctions (temporary, preliminary, mandatory, or permanent) prohibiting interference with use of the Easement Area and mandating compliance with this Agreement. Restraining orders and injunctions will be available on proof of the existence of interference or threatened interfer ence, without the necessity of proof of the inadequacy of other legal remedies or irreparable harm. Each party hereby acknowledges the inadequacy of legal remedies and the irreparable harm that would be caused by any existing interference or threatened interference. Restraining orders and injunctions will be available only to the Parties to this Agreement and their respective successors and assigns; provided, however, that the act of obtaining an injunction or restraining order will not be deemed to be an election of remedies or a waiver of any other rights or remedies available at law or in equity. The rights and remedies in this Agreement are cumulative and are in addition to and not in substitution of any other rights and remedies available at law or in equity or otherwise. 18. No Waivers. Any waiver of any provision of this Agreement or breach of any provision of this Agreement shall be in writing and signed by the party waiving the provision or breach. No waiver of any breach of any provision herein shall be deemed a waiver of any preceding or succeeding breach thereof or of any other provision herein. No extension of time for performance of any obligations or acts shall be deemed an extension of the time for performance of any other obligations or acts. 19. Third Party Beneficiaries; No Effect on Other Rights of the Parties. This Agreement is not intended to and in no way confers any rights upon third parties. This Agreement is not intended to and in no way confers any rights of access or use by the Pa rties, or any third party, to the Easement Area except as specifically described herein. 20. Venue; Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Illinois, excluding its choice of law rules. Venue for the resolution of any disputes hereunder shall be the state and federal courts located in Cook County, Illinois. 21. Notices. Any notice, demand, request, or other communication which any party may desire or may be required to give to any other party hereunder shall be given in writing at the addresses set forth below by any of the following means: (a) personal service; (b) electronic communication with confirmation of transmission; (c) overnight courier; or (d) registered or certified United States mail, postage prepaid. If to Grantee: Northlight Theatre Attn: Logan Jones, Director of Finance and Administration 820 Church Street, 4th Floor Evanston, IL 60201 Page 8 of 13 7 If to Grantor: City of Evanston Attn: City Manager 909 Davis Street Evanston, IL 60201 citymanagersoffice@cityofevanston.org With a copy to: City of Evanston Attn: Corporation Counsel 909 Davis Street Evanston, IL 60201 lawoffice@cityofevanston.org 22. Entire Agreement; Amendment. This Agreement shall constitute the entire contract between the Parties and shall supersede any and all prior agreements between the Parties with respect to the granting of an easement for the Easement Area to the Grantee. No modification, waiver, or amendment of this Agreement or any provision hereof shall be valid unless the same is in writing and signed by both Parties. 23. Counterparts. This Agreement may be executed in any one or more counterparts, each of which shall be deemed an original and all of which when taken together shall constitute one easement agreement. 24. Headings. Headings and captions used in this Agreement are for convenience only, do not define or limit the scope of this Agreement, and are not intended to change the meaning of any of the provisions of this Agreement. 25. Recording the Agreement. The Parties agree that this Agreement may be recorded with the Clerk of Cook County, Illinois. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date executed by the City/Grantor. GRANTEE: NORTHLIGHT THEATRE, an Illinois not- for-profit corporation Subscribed and sworn to before me this _______ day of ______________, 2026. By: _______________________________ Name: Timothy J. Evans Title: Executive Director Date: ______________________________ ____________________________________ Notary Public My commission expires: _______________ Page 9 of 13 8 GRANTOR: CITY OF EVANSTON, an Illinois municipal corporation Subscribed and sworn to before me this _______ day of ______________, 2026. By: _______________________________ Name: Luke Stowe Title: City Manager Date: ______________________________ ____________________________________ Notary Public My commission expires: _______________ Page 10 of 13 9 EXHIBIT A DEPICTION OF EASEMENT AREA/PLAT OF EASEMENT Page 11 of 13 Page 12 of 13 PLAT OF EASEMENT OF 1. EASEMENT FOR WALKWAY TO THE "BARN" PROPERTY 2. 3. 4. 5. CHURCH ST TO BE THE NORTH 1.0' OF THE PUBLIC ALLEY S. OF AND ADJOINING THE E. 30' OF LOT 5 IN BLOCK 67 IN THE ORIGINAL VILLAGE (NOW CITY) OF EVANSTON IN THE SOUTHWEST 1/4 OF SECTION 18, TOWNSHIP 41 NORTH, RANGE 14, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS ALSO EASEMENT FOR WALKWAY TO THE "BARN" PROPERTY TO BE THE NORTH 1.0' OF SAID ALLEY EXTENDED 10' W. OF WESTLINE OF THE E. 30' OF SAID, LOT 5 IN BLOCK 67 IN THE ORIGINAL VILLAGE (NOW LL CITY) OF EVANSTON IN THE SOUTHWEST 1!4 OF SECTION 18, TOWNSHIP 41 NORTH, RANGE 14, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS ALSO EASEMENT FOR WALKWAY TO THE "BARN" PROPERTY & FOR WATER MAIN TO "BARN" PROPERTY TO BE THE 10' PUBLIC ALLEY WEST OF AND ADJOINING THE SOUTH 25' OF THE EAST 30' OF LOT 5 IN BLOCK 67 IN THE ORIGINAL VILLAGE (NOW CITY) OF EVANSTON IN THE SOUTHWEST 1/4 OF SECTION 18, TOWNSHIP 41 NORTH, RANGE 14, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS ALSO EASEMENT FOR WALKWAY TO THE "BARN" PROPERTY TO BE THE NORTH 1.0' OF THE PUBLIC ALLEY S. OF AND ADJOINING THE W. 4' OF LOT 4 IN BLOCK 67 IN THE ORIGINAL VILLAGE (NOW CITY) OF EVANSTON IN THE SOUTHWEST 114 OF SECTION 18, TOWNSHIP 41 NORTH, RANGE 14, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS EASEMENT FOR WALKWAY TO THE "BARN" PROPERTY FOR WATER MAIN TO "BARN" PROPERTY TO BE THE I 33' - 0 1/2" NORTH 5.9 OF THE SOUTH 25.9 OF LOT 41N G.W. SMITH'S SUBDIVISION OF LOT 6 AND THE W. 40' OF LOT 5 OF BLOCK 67 IN THE ORIGINAL VILLAGE (NOW CITY) OF EVANSTON IN THE SOUTHWEST 1/4 OF SECTION 18, TOWNSHIP 41 NORTH, RANGE 14, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS, w LOT 4 Q LOT 5 LOT 4 1. OF G.W. SMITH'S SUBD. 0I PIN 11-18-302-006 PI V 11-18-302-006 PIN 11-18-302-005 m THE "BARN", EXSTG EXSTG COMMONLY KNOWN PARKING N PARKING EXSTG COMED AS 1016 (REAR) LOT LOT POLE W/ELEC CHURCH ST. o I I CABINETID100'-0" 1! EXSTG PARKING EXISTING 2-STORY BRICK BLDG METERS WEST LINE NT uu OFLOT5 EASEMENT4EA`SEME C DESC3' c o EAST LINE OF WEST LINE LOT OFLOT4 EXSTG WALKWAY i 'b SEWER SOUTH LINE b N STRUCTURE W/COVER OFL0T5 o EXSTG N PARKING STALLS EASEMENT DESC 1 EASEMENT DESC 2 ASEMENT— DESC 4' ...— EXSTG COMED 10' - 0" 30' - 0" 4' _ 0' frUTILITYPOLE UNJSED) WE, McKIERNAN SURVEYING, DO HEREBY CERTIFY THAT WE HAVE PREPARED THIS PLAT OF EASEMENT FROM EXISTING PLATS AND PLANS FOR THE PURPOSE OF GRANTING EASEMENTS FOR WATER SERVICE AND FOR PEDESTRIAN WALKWAYS AS SHOWN HEREON. McKIERNAN SURVEYING BY PATRICK F. McKIERNAN ILLINOIS PROFESSIONAL LAND SURVEYOR LICENSE # 035002131 LICENSE EXPIRATION DATE 11/30/2016 20' PUBLIC ALLEY CONCRETE PAVEMENT) 1" = 10'-01, 711/20152:43:21 PMPage 13 of 13