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HomeMy WebLinkAboutR-24-57VILLAGE OF DEERFIELD RESOLUTION NO. 2024- R-24-57 A RESOLUTION APPROVING A MEMORANDUM OF UNDERSTANDING AND EASEMENT AGREEMENT WITH ORACLE AMERICAS, INC OF BELMONT, CALIFORNIA WHEREAS, the Village of Deerfield ("Village') is a home rule municipality in accordance with Article VII, Section 6 of the Constitution of the State of Illinois of 1970; and WHEREAS, Oracle Americas, Inc ("Owner") is the record title owner of that certain real property commonly known as 1405 Lake Cook Road ("Property'); and WHEREAS, the Village proposes to install a new water main system ("Utility System') located under a portion of the 1405 Lake Cook Road ("Easement Premises'); and WHEREAS, the Village and Oracle desire to execute a memorandum of understanding (`%IOU") and an easement agreement ("Easement Agreement') to allow the Village to construct and maintain the Utility System on the Easement Premises; and WHEREAS, the Village Board has determined that it will serve and be in the best interests of the Village and its residents to enter into the MOU and Easement Agreement with Oracle; NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE BOARD OF DEERFIELD, LAKE AND COOK COUNTIES, ILLINOIS, as follows: SECTION 1: RECITALS. The Village Board hereby adopts the foregoing recitals as its findings, as if fully set forth herein. SECTION 2: APPROVAL OF MEMORANDUM OF UNDERSTANDING. The Village Board hereby approves the MOU• by and between the Village and Oracle in substantially the form attached to this Resolution as Exhibit A and in a final form approved by the Village Attorney. SECTION 3: APPROVAL OF EASEMENT AGREEMENT. The Village Board hereby approves the Easement Agreement by and between the Village and Oracle in substantially the form attached to this Resolution as Exhibit B and in a final form approved by the Village Attorney. SECTION 4: AUTHORIZATION TO EXECUTE AGREEMENTS. The Village Board hereby authorizes and directs the Village President and the Village Clerk to execute and seal, on behalf of the Village, the final MOU and Easement Agreement. 4869-5426-1908, v. 1 SECTION 5: EFFECTIVE DATE. This Resolution shall be in full force and effect from and after its passage and approval by a majority of the members of the Board of Trustees. [SIGNATURE PAGE FOLLOWS] 4869-5426-1908, v. 1 AYES: Benton, Berg, Jacoby, Oppenheim NAYS: None ABSTAIN: None ABSENT: Goldstone, Metts-Childers PASSED: September 3, 2024 APPROVED: September 3, 2024 RESOLUTION NO: R-24-57 Daniel C. Shapiro, Mayor ATTEST: Kent S. I Street, Village lClerk 4869-5426-1908, v. 1 EXHIBIT A MEMORANDUM OF UNDERSTANDING 4869-5426-1908, v. 1 C VILLAGE OF DEERFIELD July 1, 2024 Oracle America Inc. Mr. Tracy Riggan PO Box 52000 Belmont, CA 94002 Mr. Riggan: This Memorandum of Understanding has been prepared to memorialize recent discussions concerning the water system improvements associated with the planned 1101 Lake Cook Road Development as well as the costs for the design, construction and construction engineering services. All provisions contained herein are subject to the approval of our respective corporate authorities. It is understood that: 1. As part of the 1101 Lake Cook Rd development, a new water 12" ductile iron pipe water main is to be installed along the 1100-1400 block of Frontage Road. This new water main will connect the existing Oracle and 1101 Lake Cook Rd water services. 2. The Oracle connection will include anew valve south of the connection, thereby providing a new private service valve for the Oracle property that can be controlled by Oracle. Upon the completion of this work, the Village will assume responsibility for the new main along Frontage Road, including the connection to the existing Oracle service. Additionally, Oracle hereby dedicates and the Village hereby assumes ownership of the water main between the new connection and the connection to the water main within the Lake Cook Road right of way. This ownership will include all future maintenance and responsibilities for the operation and repair of said water main by the Village. Oracle will continue to have ownership, maintenance and repair responsibilities of the service line south of this connection, including the new private service valve installed with this improvement. 4. Oracle will not have any responsibility for the costs of this improvement, including but not limited to the construction, restoration, engineering, inspection or supervision costs. Oracle understands that a water disruption for the property will be required for the improvement. The date and time of this impact will be coordinated with the property and will 850 WAUKEGAN ROAD DEERFIELD, ILLINOIS 60015 TELEPHONE 847.945.5000 FAX 847.945.0214 02266\ 156A\ 10459637.v2 occur at an agreement upon time. At all times, the work will be performed in accordance with all laws and in a manner that will minimize the disruption to the Oracle property. Please reference the attached exhibit for a visual representation of the above. If you concur with this Memorandum of Understanding, please countersign on the next page and return one signed copy. This Memorandum of Understanding will be executed in connection with the Non -Exclusive Easement Agreement for Utility Infrastructure. Very truly yours, Robert Phillips, P.E. Director of Public Works & Engineering Concur Date cc: Andrew Lichterman, Deputy Village Manager / Dir of Comm Development Tyler Dickinson, P.E., Assistant Director of Public Works & Engineering 850 WAUKEGAN ROAD DEERFIELD, ILLINOIS 60015 TELEPHONE 847.945.5000 FAX 847.945.0214 02266\156A\10459637. v2 Proposed Water Main Improvement Exhibit R)M=668.33 6465 7'f P-661, 47 6" D!P (N.S) LAKE COOK ROAD Existing 1405 Lake Cook Rd water service hereby dedicated to the Village of Deerfield 1.5B a" PVC 6" p 12" DIP Waterrrmain (V918ge Owned 16lainlained) 0400 Rim 668.5& Match �Ex. 1+00 (Ville a VaNe) _ W lNV.-. +bris Filled � 6" To 12" DIP Concentric Reducer 5397 LFronge Rood i ta! AsPho)t Pavement RW=6156.1 r Rim 667.41 Match Ex. PYV.=Debris ri!)ed (New Orade Private Service Valve 8396 1405 Lake Cook Road Private Water Service owned and to be�� maintained by Oracle 850 WAUKEGAN ROAD DEERFIELD, ILLINOIS 60015 TELEPHONE 847.945.5000 FAX 847.945.0214 02266\ 156A\10459637.v2 EXHIBIT B EASEMENT AGREEMENT 4869-5426-1908, v. 1 PREPARED BY AND AFTER RECORDING RETURN TO: Benjamin Schuster Elrod Friedman LLP 325 N. LaSalle Street, Suite 450 Chicago, IL 60654 For Recorder's Use Only NON-EXCLUSIVE EASEMENT AGREEMENT FOR UTILITY INFRASTRUCTURE THIS AGREEMENT is dated as of this day of , 2024, by and between the Village of Deerfield, an Illinois home rule municipal corporation (the "Village"), and Oracle America Inc., a Delaware corporation (the "Owner"). IN CONSIDERATION OF the mutual covenants and agreements set forth herein and pursuant to the Village's home rule powers, the parties hereto agree as follows: 1. BACKGROUND. A. The Owner is the owner of certain real estate commonly known as 1405 Lake Cook Road, County of Cook, State of Illinois, which real estate is legally described in Exhibit A, attached to, and by this reference made a part of, this Agreement (the "Subject Property"). 02266\1 56A\ 10459659.v2 B. The Owner and the Village have determined that it is in their respective best interests to enter into this Agreement in order to provide the Village with a sufficient property interest in the Subject Property to fulfill the purposes described herein. 2. GRANT AND USE OF EASEMENT. The Owner grants, conveys, warrants, and dedicates to the Village a perpetual non-exclusive easement in, at, over, along, across, through, upon, and under that portion of the Subject Property depicted on Exhibit B attached to, and by this reference made a part of, this Agreement (the "Easement Premises"), to survey, construct, operate, use, maintain, own, test, inspect, repair, remove, and replace or abandon in place (collectively the "Installation") under ground public utilities and any under ground appurtenances thereto (the "Facilities"), including water mains, together with all reasonable rights of ingress and egress over, along, across, and upon the Subject Property necessary for the exercise of the rights granted herein. The Village shall, at its sole cost and expense, (i) complete the Installation of the Facilities in a timely and expeditious manner, and thereafter maintain the Facilities in a good and workmanlike manner and in accordance with all applicable laws and regulations; (ii) cause the Installation to include the installation of a new private service valve that will allow the Owner to control water service to the Subject Property; (iii) maintain the Easement Premises in a neat and tidy condition at all times, with temporary fencing around all construction areas; and (iv) at all times use commercially reasonable efforts to minimize the disruption to the operation of the Subject Property and to complete the 2 02266\1 56A\1 0459659.v2 Installation within f 1 weeks after commencement of construction. In no event shall materials be stored on the Subject Property, nor shall the Subject Property be used as a laydown area. 3. HOLD HARMLESS. The Village agrees to hold the Owner harmless from all claims, causes of action, suits, damages, or demands (including legal fees associated therewith) that arise directly from the Installation and operation of the Facilities on the Easement Premises. Without limiting the foregoing, should any lien be filed against the Subject Property, the Village shall discharge the same within ten (10) business days, or else the Owner may do so, in which case the Village shall reimburse all costs (including legal fees) incurred by the Owner. 4. RESERVED RIGHT. The Owner reserves the right to use the Easement Premises in any manner that will not prevent or interfere in any way with the exercise by the Village of the rights granted herein; provided, however, that the Owner shall not permanently or temporarily improve or obstruct the Easement Premises or cause any improvements or obstructions other than landscaping to be constructed on the Easement Premises that would impair the exercise by the Village of the rights granted herein without the express prior written consent of the Village Manager, such consent not to be unreasonably withheld conditioned or delayed. 5. ADDITIONAL EASEMENTS. The Owner shall have the right to grant other non-exclusive easements over, along, across or upon the Easement Premises; provided, however, that any such other easements shall be subject to this Agreement and the rights granted hereby. 3 02266\156A\10459659.v2 6. VILLAGE RESTORATION. Upon completion of any Installation, the Village agrees to (a) remove all temporary fencing, materials and debris and to replace and grade any and all topsoil removed by the Village; (b) restore to condition immediately preceding the Installation any and all landscaping, plants, trees, fences, roads, and improvements that are damaged or removed as a direct result of the Installation; and (c) restore any and all natural grass removed with a good quality sod. 7. COVENANTS RUNNING WITH THE LAND. The easements and rights granted in this Agreement, the restrictions imposed by this Agreement, and the agreements and covenants contained in this Agreement shall be easements, rights, restrictions, agreements and covenants running with the land, shall be recorded against the Subject Property and shall be binding upon and inure to the benefit of the Owner and the Village and their respective heirs, executors, administrators, successors, assigns, agents, licensees, invitees, and representatives, including, without limitation, all subsequent owners of the Subject Property, or any portion thereof, and all persons claiming under them. If any of the easements, rights, restrictions, agreements or covenants created by this Agreement would otherwise be unlawful or void for violation of (a) the rule against perpetuities or some analogous statutory provision, (b) the rule restricting restraints on alienation, or (c) any other statutory or common law rules imposing time limits, then such easements, rights, restrictions, agreements or covenants shall continue only until 21 years after the 4 02266\1 56A\10459659.v2 death of the last survivor of the now living lawful descendants of the current Governor of the State of Illinois. 8. ASSIGNMENT OF RIGHTS. Subject to the Owner's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, the Village may assign its rights or delegate its duties under this Agreement to any assignee: (a) who is reasonably competent to exercise the rights granted herein and the obligations imposed herein; and (b) who provides evidence of reasonable insurance and makes adequate assurances to the Owner that any activity performed pursuant to such assignment or delegation shall be conducted in a good and workmanlike manner; provided no such assignment or delegation shall release the Village from its obligations under this Agreement. 9. AMENDMENT. This Agreement may be modified, amended, or annulled only by the written agreement of the Owner and the Village. 10. EXHIBITS. Exhibits A through B attached to this Agreement are incorporated herein and made a part hereof by this reference. 5 02266\1 56A\10459659.v2 IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed on the date first above written. ATTEST: ATTEST: ORACLE AMERICA INC., a Delaware corporation Its: VILLAGE OF DEERFIELD, an Illinois home rule municipality 0 Its: 0 02266\1 56A\10459659.v2 ACKNOWLEDGEMENTS STATE OF ILLINOIS ) SS COUNTY OF COOK ) This instrument was acknowledged before me on , the Village municipal corporation, and by municipal corporation. SEAL My Commission expires: STATE OF ILLINOIS ) COUNTY OF COOK ) SS , 2024, by of the Village, an Illinois of the Village Clerk of said Signature of Notary This instrument was acknowledged before me on , 20_, by , the . of Oracle America, Inc., and , Secretary of said corporation, which individuals are known to me to be the identical persons who signed the foregoing instrument as such officers of the corporation for and in behalf of said corporation, and that they executed the same as their free and voluntary act and deed and as the free and voluntary act of the corporation, for the uses and purposes herein mentioned. Signature of Notary SEAL My Commission expires: EXHIBIT A Legal Description of the Subject Property [LOT 2 IN LAKE -COOK ROAD INDUSTRIAL PARK, A SUBDIVISION OF PART OF THE NORTHEAST 1/ 4 AND THE NORTHWEST 1/ 4 OF SECTION 5, TOWNSHIP 42 NORTH, RANGE 12 EAST OF THE THIRD PRINCIPAL MERIDIAN, ACCORDING TO THE PLAT OF SUBDIVISION RECORDED IN THE OFFICE OF THE COOK COUNTY RECORDER OF DEEDS ON FEBRUARY 18, 1982 AS DOCUMENT NO. 26147952, ( EXCEPTING AND EXCLUDING FROM SAID LOT 2 THAT PORTION DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF SAID LOT 2: THENCE NORTH 00 DEGREES 24 MINUTES 37 SECONDS EAST ON A BEARING BASED ON THE ILLINOIS STATE PLANE COORDINATE SYSTEM NAD 83 EAST ZONE ALONG THE EAST LINE OF SAID LOT 2, A DISTANCE OF 16.96 FEET; THENCE SOUTH 89 DEGREES 52 MINUTES 08 SECONDS WEST, 464.17 FEET; THENCE SOUTH 88 DEGREES 25 MINUTES 45 SECONDS WEST, 85.23 FEET TO THE WEST LINE OF SAID LOT 2; THENCE SOUTH 00 DEGREES 24 MINUTES 24 SECONDS WEST ALONG SAID WESTLINE, 14.53 FEET TO THE SOUTH LINE OF SAID LOT 2, THENCE NORTH 89 DEGREES 53 MINUTES 55 SECONDS EAST ALONG SAID SOUTH LINE 549.35 FEET TO THE POINT OF BEGINNING) IN COOK COUNTY, ILLINOIS.] Commonly Known as 1405 Lake Cook Road, County of Cook, State of Illinois Permanent Real Estate Index No. 04052000080000 EXHIBIT B Depiction of Easement Premises GISC©n sQ rt 1 U f'Y'j 1405 Lake Cook Rd - Proposed Watermain Easement �- Legend t - J0,W 4K - 20 Lake Cook Rd Proposed 10' wide 14M 1411 1405—easement 1101.1201 a • • FroAa g l_ I � 1-94 1-94 1-94 A 0 200 400 Print Date: 8/23/2024 Notes ft Disclaimer: The GIS Consortium and MGp Inc. are not liable for any use, misuse, modification or disclosure of any map provided under applicable law. This map is for general information purposes only Although the information is believed to be generally accurate, errors may exist and the user should independently confirm for accuracy. The map does not constitute a regulatory determination and ts not a base forengineering design. A Registered Land Surveyor should be consulted to determine precise location boundaries on the ground. = a o O 4C+ v = V, Oa a d Z I N � W ! p ea y C � a O � Aw as d ■ o 'o ,F, ■ €1 0 cn QE o cn 1 11 _� a a c6 1 o ■ -1 d R 1 �' O V 4 �/ i� ■ 1 u c O O ♦1 1 o� • WI o w ;� � ■ 1 . ■ M 0 0 na n a L / b c o o v � ° o a c E o b N 6 „P �•O a o 4l 11 C f b c o c i n l 1 » a N » t � S O �a S `o p l