Resolution 2006-089 200600036568
Filed for Record in
STATE OF ILLINOIS ) KENDALL COUNTY? ILLINOIS
PAUL ANDERSON
)ss 11 -08 -2006 At 02:09 pin.
COUNTY OF KENDALL) RESOLUTION �e 65.00
R 10.011
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RESOLUTION NO.2006- �
RESOLUTION APPROVING HOST CITY AGREEMENT
WHEREAS, the City Council of the United City of Yorkville has considered
approval of a Host City agreement; and
WHEREAS, a copy of said agreement is attached hereto and incorporated herein as
Exhibit "A"; and
NOW THEREFORE, upon Motion duly made, seconded and approved by the
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majority of those members of the City Council voting, the Agreement in the form set
forth in Exhibit "A" is hereby approved, and the Mayor and City Clerk are authorized to
execute said Agreement on behalf of the United City of Yorkville.
JAMES BOCK JOSEPH BESCO v
VALERIE BURR i_ PAUL JAMES
DEAN WOLFER c_ MARTY MUNNS ✓�
ROSE SPEARS JASON LESLIE
Approved by me, as Mayor of the United City of Yorkville, Kendall County,
Illinois, this <=Xa Day of . A.D. 2006.
MAYOR
Passed by the City Council of the United City of Yorkville, Kendall County,
Illinois this day of �� . A.D. 2006.
ATTEST:
CITY CLERK
Prepared by:
John Justin Wyeth j
City Attorney
United City of Yorkville
800 Game Farm Road
Yorkville, IL 60560
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1 HOST CITY AGREEMENT
This HOST CITY AGREEMENT ( "Agreement ") is made effective thisoay of
j gPrOIM&e 2006 ( "Effective Date ") by and between Fox Moraine, LLC, an Illinois Limited
Liability Corporation, and the United City of Yorkville, Illinois (the "City ");
WITNESSETH:
WHEREAS, Fox Moraine, LLC owns parcels of land totaling approximately 453 acres as
described and shown on Attachment A "Property"; and
WHEREAS, the parties to this Agreement understand the need for and desirability of
locating a landfill in the United City of Yorkville to manage the Solid Waste generated in the City,
Kendall County and the region; and
WHEREAS, Fox Moraine, LLC subsequently intends to file an application ( "Siting
Application ") with the City for siting of the Fox Moraine Landfill (the "Landfill ") as a long -term
regional solid waste management solution; and
WHEREAS, the City agrees to consider any request by Fox Moraine, LLC for the
establishment and development of a landfill under the local siting process pursuant to 415 ILCS
5/39.2; and
WHEREAS, in accordance with the solid waste planning requirements of the State of
Illinois, the City desires to secure, and Fox Moraine, LLC is willing to develop disposal capacity
within the jurisdiction of the City for Solid Waste generated by residents, commercial
establishments, institutions and industries located within the United City of Yorkville, Kendall
County and the region; and
WHEREAS, Fox Moraine, LLC is desirous of earning the goodwill of the citizens of the
City by demonstrating its good faith in educating the community as to the nature of its proposed
operations in the City and in demonstrating that its operations will be conducted in an
environmentally sound manner, and a manner that will protect the public health, safety and
welfare; and
WHEREAS, the City and Fox Moraine, LLC are desirous of protecting the health, safety
and welfare of City's citizens, and insuring that factually and technically accurate information is
given to the public, and the City is desirous of receiving a host benefit fee to help meet the costs of
government, including, but not limited to those costs associated with traffic control and roadway
maintenance; and
WHEREAS, the parties hereto have determined that the terms provided for in this
Agreement are in their respective best interests; and
NOW THEREFORE, in consideration of the covenants set forth in this Agreement, the
parties hereto, intending to be legally bound, hereby agree as follows:
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1. INCORPORATION OF RECITALS
The above recitals are incorporated as part of this Agreement as though fully set for herein.
2. LANDS COVERED
This Agreement covers the Property as described and shown in Attachment A.
3. DEFINITIONS
"Act" is the Illinois Environmental Protection Act, including any future amendments.
"Agency" refers to the Illinois Environmental Protection Agency (IEPA).
"Agreement" means this Host City Agreement.
"Anniversary Date" means the date that Solid Waste is first received at the Landfill for
final disposal.
"Application" refers to the submittal for local siting approval for a pollution control
facility.
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"City" refers to United City of Yorkville, an Illinois Municipal Corporation.
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"City's Solid Waste" refers to Solid Waste generated for disposal within the corporate
boundaries of the United City of Yorkville.
"Company" refers to Fox Moraine, LLC.
"Daily Waste Volume" means the actual Solid Waste accepted for final disposal at the
Landfill in a given operating day.
"Effective Date" means the date that Fox Moraine, LLC receives non - appealable site
location approval from the City for the Landfill.
"Expiration Date" means the date that the Landfill ceases to operate.
"Facility" means the Landfill as defined herein.
"Hazardous Waste" means hazardous waste as defined in Section 3.220 of the Act.
"Host Benefit Fee" means the per ton fee payable to the City, commencing on the
Anniversary Date, as more fully set forth in Section 9 herein.
"Host Benefit Fee Adjustment" means the adjustment of the Host Benefit Fee, as set forth
in Section 10.
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"Landfill" refers to the proposed Fox Moraine Landfill as defined by Section 3.285 of the
Act, including the Property on which the landfill is located, which includes the property as
described and shown in Attachment A.
"Landscape Waste" means landscape waste as defined in Section 3.270 of the Act.
"Property" means the site described and shown in Attachment A.
"Solid Waste" means municipal waste as defined in Section 3.290 of the Act, non -
hazardous industrial waste, and non - hazardous special waste.
4. EFFECTIVE DATE
This Agreement shall be deemed incorporated into any application for site location
approval for the Landfill filed with the City. This Agreement shall become effective, if and only if
the City grants site location approval for the proposed Landfill, in which event the terms of this
Agreement shall become a condition upon the granting of site location approval, and shall become
a contract binding upon both the City and Fox Moraine, LLC. This Agreement shall be effective
as of the date on which the proposed Landfill receives non - appealable local siting approval from
the City ( "Effective Date "), provided, however, the City has not, by entering into this Agreement,
predetermined whether it will grant or deny local siting approval or whether Fox Moraine, LLC
can (or cannot) establish any of the criteria related to local siting approval, and the City retains all
of its authority to grant, deny or grant with conditions local siting approval in accordance with
Section 39.2 of the Illinois Environmental Protection Act, 415 ILCS 5/1 et seq. (the "Act ").
5. TERM OF AGREEMENT
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This Agreement commences on the Effective Date and shall remain in force and effect
until the Landfill ceases to operate ( "Expiration Date ").
6. AUTHORIZED WASTE
The Landfill shall receive only waste that is acceptable pursuant to permits issued by the
Illinois Environmental Protection Agency for the Facility, which is anticipated to be Solid Waste.
The Landfill shall not knowingly receive any "Hazardous Waste" as that term is defined by this
Agreement. If any waste (other than Solid Waste) is received at the Facility, it shall be promptly
removed from the waste stream, segregated and secured, and transferred to an appropriate facility
for treatment and /or disposal within an appropriate timeframe, and, in any event, as soon as
practicable under the circumstances.
7. BAN ON HAZARD WASTE
Fox Moraine, LLC shall not knowingly accept, treat, or dispose of any waste which is
defined as "hazardous" by the Act or the regulations adopted thereunder ( "Hazardous Waste ") at
the Property. Fox Moraine, LLC shall comply with all regulations of the Illinois Pollution Control
Board ( "IPCB ") relative to load checking, and shall immediately inform the City orally and in
writing of any Hazardous Waste that has been received at or transported to or from the Property.
In the event that Hazardous Waste is unknowingly received at the landfill, Fox Moraine, LLC
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agrees to segregate, secure, remove and arrange for proper offsite transport and disposal of such
materials as soon as practicable under the circumstances.
8. DISPOSAL GUARANTEE
For at least 20 years after the Anniversary Date, or for the life of the Landfill (if a longer
period of time), Fox Moraine, LLC shall allow the City access to disposal capacity at the Landfill
for all of the Solid Waste which is generated within the City's boundaries and which is not defined
as Hazardous Waste, provided, however, that Fox Moraine, LLC is permitted to receive said Solid
Waste. Fox Moraine, LLC's obligation to allow the City access Solid Waste to disposal capacity
shall extend only to Solid Waste which is generated within the City. At all times during which the
Landfill is in operation, Fox Moraine, LLC shall provide first priority to the disposal of the City's
Solid Waste.
Commencing with the start of operations of the Landfill, and until the Expiration Date of
this Agreement, Fox Moraine, LLC shall provide the City with an ,annual estimate of remaining
disposal capacity at the Landfill.
Not less than sixty (60) days prior to January 1 of each calendar year, the City shall
provide Fox Moraine, LLC with a written estimate for the amount of non - hazardous Solid Waste it
expects to be generated within the City and require disposal for that coming calendar year. The
estimate shall include a description of assumptions utilized and show calculations supporting that
estimate. Fox Moraine, LLC shall reserve sufficient capacity to dispose of the quantity of non-
hazardous Solid Waste estimated by the City, to be generated in that coming calendar year,
provided that the estimated amount does not exceed the permitted capacity of the Landfill. The
reservation of landfill capacity for the City's Solid Waste shall not be cumulative, and should the
estimated capacity not be utilized by the City during any calendar year, that capacity may be
utilized for Solid Waste other than City Solid Waste.
9. HOST BENEFIT FEE AND ADDITIONAL COMPENSATION
a. Commencing on the Anniversary Date, Fox Moraine, LLC shall pay the City a per
ton Host Benefit Fee calculated as follows:
TABLE 1
HOST BENEFIT FEE SCHEDULE
Daily Waste Volume Host Benefit Fee Per Section 22.15(j) Fee Total Fees Per Ton
Ton Per Ton
0 — 2,000 tpd $2.50 $1.27 $3.77
2,001— 3,000 tpd $3.00 $1.27 $4.27
> 3,000 tpd $3.25 $1.27 $4.52
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The Host Benefit Fee shall be payable to the City on a quarterly basis (the 1 st quarter being
January- March, the 2nd quarter being April -June, the 3rd quarter being July- September, and the
4th quarter being October - December), on or before the 30th day following the end of the quarter
for which payment is due. The Host Benefit Fee may be used by the City for such benefits,
services and facilities as are customarily and legally permitted to be funded from the City's
general fund. The Host Benefit Fee shall be reduced by the amount of any other fees and/or
surcharges assessed by the City, other than general real estate taxes and fees assessed pursuant to
Section 22.150) of the Act.
The Host Benefit Fee shall be applied to each ton of Solid Waste accepted at the Landfill
for final disposal and shall be the actual Daily Waste Volume multiplied by the corresponding fee
on the schedule in Table 1 for the Daily Waste Volume on that day. For purposes of determining
Daily Waste Volume, all trucks and trailers arriving at the Landfill prior to closing shall be
weighed on the scale and included in that day's volume; however, the trailers may be parked and
dumped the following work day. Every trailer must be dumped within 18 hours of its arrival.
The Host Benefit Fee shall not be applied to any Recyclables, Landscape Waste or other
materials accepted at and/or removed from the Solid Waste at the Landfill, and not finally
disposed of at the Landfill nor shall it be applied to any Solid Waste generated by or within the
City's boundaries for which no charge is made by Fox Moraine.
The Host Benefit Fee provided for herein shall be in addition to any fee collected by the
City pursuant to Section 22.150) of the Act (currently $1.27). If the City takes action to rescind
its ordinance to assess the fee provided by Section 22.150) of the Act, Fox Moraine, LLC agrees
to add the amount of the fee assessed under Section 22.150) to the per ton Host Benefit fees listed
in Table 1. The City and Fox Moraine, LLC agree to allocate all or a portion of the Section
22.150) fee to other entities as deemed appropriate solely by the City.
b. The parties agree that upon expiration of the City's present Municipal Solid Waste
Collection and Recycling Contract ( "Collection Contract"), dated May 1, 2002, Fox Moraine,
LLC shall have the option of entering into one or more Collection Contracts with the City during
the term of this Agreement upon terms and conditions mutually agreeable to the parties ( "Future
Collection Contracts "). Fox Moraine, LLC shall have the right to assign any Future Collection
Contracts with the consent of the City, which consent shall not be reasonably withheld. The rates
to be charged for services to be rendered under such Future Collection Contracts shall be
equivalent to or better than those generally available for similar services provided to other
communities located or principally located within Kendall County. In no event shall the rates
charged for the services in the Future Collection Contracts exceed the rates charged in the present
Collection Contract, adjusted from year to year by the percentage of increase during the previous
year in the Consumer Price Index (CPI -U) for Chicago — Kenosha —Gary - All Items (the Index)
published by the United States Department of Labor Statistics and other applicable fees, taxes and
surcharges. If the Index shall cease to be published, the parties shall designate a comparable index
which will then be used for determining the annual rate of adjustment for collection rates in each
year of Future Collection Contracts.
During the term of this Agreement, including any extensions thereof, and provided that
Solid Waste is being collected by Fox Moraine, LLC or its assignee pursuant to the Future
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Collection Contracts, and is being delivered to the Landfill for disposal, Fox Moraine, LLC shall
pay to the City an additional host benefit fee ( "Supplemental Host Benefit Fee ") equal to fifteen
cents ($0.15) for each ton of the City's Solid Waste collected by the Company or its assignee
pursuant to Future Collection Contracts and received at the Landfill for disposal. The
Supplemental Host Benefit Fee shall not escalate. The Supplemental Host Benefit Fee shall be
payable to the City on a quarterly basis, as described in Section 9(a), by the 30th day of the month
following the end of each calendar quarter.
c. As further consideration for this Agreement, Fox Moraine, LLC agrees to cause the
donation of 16 acres of land suitable for a City Public Works and/or Parks Department facility.
The location shall be agreed upon by Fox Moraine, LLC and the City based upon a compact site,
with frontage on Walker Road, generally described as `north of Walker Road and east of the
proposed Prairie Parkway'.
d. Fox Moraine, LLC will offer use of its facility as the host for those residential recycling,
reclamation, and/or reuse activities (as defined by Section 3.380 of the Act) which may from time
to time be planned and conducted by the City. Such activities will be conducted in a frequency
and manner that is reasonably acceptable to the City and Fox Moraine, LLC.
10. HOST BENEFIT FEE ADJUSTMENT
The Host Benefit Fee shall be adjusted on an annual basis from the Anniversary Date by
the percentage change, either an increase or decrease, during the previous calendar year in the
Consumer Price Index (CPI -U) for Chicago — Kenosha —Gary - All Items published by the United
States Department of Labor Statistics. If the Index shall cease to be published, the parties shall
designate a comparable index which will then be used for determining the annual rate of
adjustment for the If the Index shall cease to be published, the parties shall designate a comparable
index which will then be used for dete the annual rate of adjustment for the Host Benefit
Fee. The percentage increase or decrease shall be the increase or decrease in the CPI -U, or five
percent (5 %), whichever is less.
The City agrees that it will neither levy nor collect, or attempt to levy or collect, any
additional fees, assessments or taxes other than those specifically provided for herein, or increase
or attempt to increase the amount of fees, assessments or taxes impacting the City, other than as
specifically provided for herein.
11. RECORDS
a. Fox Moraine, LLC shall maintain daily records of the amounts and types of waste
received at the Landfill, the source of the waste, the entity bringing such Waste, and the source
and hauler of any waste brought to the Landfill but rejected from the Landfill. Such records shall
be maintained at the Landfill for a period of at least two (2) years from the date of their
origination. Such records shall include disposal tickets or logs showing the amount in tons of
Solid Waste initially received at the Facility, as well as that amount of Solid Waste ultimately
disposed of in the Landfill. In addition, records shall be kept and shall be provided to the City
upon written request regarding: (i) the hours of operation of the Facility, and (ii) the amount of the
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Host Benefit Fee payable on each ton of Solid Waste disposed of a the Landfill in each calendar
quarter, and the total Host Benefit Fee payable during each calendar quarter.
b. The City shall have the right to audit the records of the Facility, related to the
payment of the Host Benefit Fee, upon five (5) business days notice. At the City's discretion, and
under strict confidentiality, the records audit may be performed by an accountant or other qualified
consultant selected by the City upon five (5) business days notice to the Company.
C. Fox Moraine, LLC covenants and agrees to fully cooperate with the City or its
designee during any audit and/or inspection, to respond timely and fully to any questions or
request, and to make pertinent Company employees and/or representatives available for
interviews.
d. Where such audit determines ' that Fox Moraine, LLC has underpaid the Host
Benefit Fee Fox Moraine, LLC shall pay the reasonable costs of the audit, if it has underpaid Host
Benefit Fees by 1 % or more.
e. The City shall have the right to contest the accuracy and/or sufficiency of Host
Benefit Fees paid in any quarter by Fox Moraine, LLC to the City, provided, however, that the
City must contest and dispute the validity of any such payment within two (2) years of receipt of a
payment statement for such amount from the Company.
f. Any additional Host Benefit Fee amounts determined to be due and owing from the
Company to the City shall bear interest at the non - compounded rate of one and one half percent (1
%2 %) per month until paid in full.
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g. Upon twenty -four (24) hours advance business day notice, the City, its authorized
agents and representatives shall be permitted to inspect such records maintained by Fox Moraine,
LLC. The City shall also be permitted to inspect any and all records maintained by Fox Moraine,
LLC concerning compliance with any and all applicable federal, state and local laws, statutes,
regulations, rules and/or ordinances relating to the operation of the Facility.
Fox Moraine, LLC shall provide the City, free of charge, copies of all of the following
documents in any manner connected with the Landfill, within a reasonable period and upon
written request of the City:
A. Those submitted by Fox Moraine, LLC or its agents or consultants to any state or
federal environmental regulatory agency.
B. Correspondence with any state or federal environmental regulatory agency.
C. Those filed with or received from any state or federal regulatory agency relevant to
charges, complaints or citations or environmental violations made by any
governmental authority.
D. Those deemed reasonably adequate and sufficient by the City pertaining to the
amount of non - hazardous Solid Waste received.
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E. Reports on compliance with State post - closure fund requirements.
12. PROPERTY VALUE GUARANTEE
Fox Moraine, LLC agrees to provide a property value protection plan to owners of
residential properties with lot lines located within one thousand (1,000) feet of the lot lines of the
Property, said program to be described as the "Residential Property Value Protection Plan" set
forth in Attachment B and hereby incorporated by reference herein.
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13. GROUNDWATER PROTECTION
Fox Moraine, LLC agrees to provide a groundwater protection plan to owners of
residences located within one thousand (1,000) feet of the Property, said program to be described
as the "Groundwater Protection Plan" set forth in Attachment C and incorporated by reference
herein.
14. LITTER CONTROL
The Fox Moraine, LLC will perform the following to help control blown liter:
a. Provide a fence around the entire perimeter of the active landfill disposal area.
b. Inspect trucks exiting the facility for remaining debris.
C. Appropriately phase operations.
d. Restrict disposal vehicles to untarping at the active area during windy conditions.
e. Reduce the size of the active area during windy conditions and/or employ
additional temporary litter fences as necessary.
15. ROAD DEBRIS AND MUD
Fox Moraine, LLC shall take all reasonable efforts to ensure that mud and other debris is
not left on Illinois Route 71, adjacent to the landfill entrance, by traffic to and from the landfill,
and shall remove the same if found on said roadway.
16. RODENT/VECTOR CONTROL
The Company shall retain a pest control service on an on -going basis to address the
potential for rodent/vector infestation, whereby such service shall inspect the Landfill Facility on
an as needed, but no less than monthly basis.
17. INDEAMFICATION AND ENFORCEMENT
Fox Moraine, LLC agrees that it shall defend, indemnify and hold the City and its officers,
agents and employees harmless from any and all claims, actions, costs, expenses, attorneys' fees,
other fees, damages and judgments ( "Liabilities ") asserted against or incurred by the City and/or
its officers, agents or employees by reason of any and all operations by Fox Moraine, LLC and/or
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its officers, agents or employees at the Property, except to the extent such Liabilities arise from
and as a result of the acts or conduct of the City or its officers, agents, representatives or
employees.
City shall give Fox Moraine written notice of any violation of the terms of this Agreement
or any applicable City Ordinances or State Laws within 48 hours of the violation occuring, and
Fox Moraine shall have 72 hours thereafter to: a) remedy the violation, or b) initiate remedy of
such violation if such remedy will take longer than 72 hours to complete. Should Fox Moraine
fail to remedy the violation, the City may, but is not required to, take such actions as are
reasonable to cure the situation and may pay for same. Accordingly, Fox Moraine shall deposit,
and the City shall maintain in a separate dedicated account, the sum of $10,000.00 to assure
faithful compliance the terms of this Agreement and applicable ordinances and laws. The City
shall not draw upon the deposit except after an administrative hearing where Fox Moraine is given
the opportunity to present evidence and rebut any testimony or evidence. The administrative
hearing shall be before the Mayor, the Director of.Public Works and the City Manager (or their
equivalent or designee). Any amounts drawn by the City after such hearing shall be promptly
replenished by Fox Moraine. Fox Moraine shall have the right of appeal in accordance with
Section 27 of this Agreement.
This Agreement does not create any legal relationship between Fox Moraine, LLC and the
City (such as a joint venture or partnership) with regard to operation of the Landfill, nor does the
City undertake, by virtue of this Agreement, any responsibility or liability for compliance with any
laws, rules or regulations relating to the operation of said Landfill or the depositing, storage or
control of any Solid Waste within the area of the Landfill.
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18. INSURANCE
Fox Moraine, LLC shall obtain and maintain the following minimum limits of
liability insurance:
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Per Occurrence /Amireaate
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Automobile Liability $1,000,000 /$1,000,000
Worker's Compensation Statutory
General Liability
Premises and Operations $1,000,00033,000,000
Completed Operations $1,000,00033,000,000
Personal Injury $1,000,00033,000,000
Umbrella Liability $10,000,000
(including Environmental Pollution Liability)
Upon written request from the City, Fox Moraine, LLC shall provide certificates of
insurance to the City of the insurance coverage required to be maintained hereunder. The City
shall be named as an additional named insured on all such certificates of insurance.
19. INSPECTIONS BY CITY OFFICIALS
The City shall have the right to inspect the Landfill at anytime during the Facility's
permitted hours of operation. The City agrees that any such City official shall be accompanied by
at least one (1) Company representative during the site inspection, and that all applicable safety
rules and regulations will be followed and observed by the City.
20. COMPLIANCE WITH APPLICABLE LAWS, RULES AND REGULATIONS
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Fox Moraine, LLC warrants that it will at all times conduct its operations at the Landfill in
material compliance with all of the ordinances, laws, rules and regulations of the City, the State of
Illinois and the United States of America relevant thereto. The acceptance of payment of the Host
Benefit Fee under this Agreement shall not be construed as a waiver by the City of material
compliance by Fox Moraine, LLC with all said laws, rules and regulations; nor shall acceptance of
said payment by the City otherwise restrain or prohibit the City from taking such legal action as
may be necessary to protect the health safety and general welfare of the residents of the City in the
event of any material violation of any said laws, rules or regulations by Fox Moraine, LLC.
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Fox Moraine, LLC shall meet or exceed all State and Federal requirements pertaining to
closure and post - closure care. These requirements include Title 35 Ill. Adm. Code, Subtitle G,
Section 811, Subpart F and 40 CFR 258.60 and 258.61 as may be amended from time to time.
21. PRE -FILING REVIEW OF SITING APPLICATION
The City and Fox Moraine, LLC agree that prior to the formal submittal of a Facility siting
application by the Company to the City pursuant to Section 39.2 of the Act, there shall be an
opportunity for a pre- filing review to be conducted. The pre - filing review shall consist of the
Company submitting a final draft of the siting application to the City for its review and comment.
The City shall have up to thirty (30) days from the date the final draft is provided to the City to
conduct its review and provide comments to the Company. The Company and the City agree to
communicate and meet as necessary in order to complete the review process within not more than
the 30 -day time limit. The Company and the City acknowledge that the Company may, at its sole
discretion, make changes in the siting application as may be recommended by the City.
22. CITY DUTIES OR RESPONSIBILITIES
The terms of this Agreement shall not be construed in any manner to impose upon the City
any duties or responsibilities to provide any services or facilities to Fox Moraine, LLC beyond
those which the City customarily provides to residents and businesses of a similar nature within
the United City of Yorkville. However, provided that the Application for the Landfill is approved,
the City shall use its best efforts to assist Fox Moraine, LLC in obtaining all necessary permits
from the Illinois Environmental Protection Agency for the construction and operation of the
Landfill.
23. COVENANT
Except as provided for in Section 24, this Agreement shall constitute a covenant in the
nature of a covenant runnin with the land. Fox Moraine, LLC agrees to execute all additional
documents necessary for the recording of this Agreement in the chain of title of the Property.
24. ASSIGNMENT OF RIGHTS
This Agreement shall be binding upon Fox Moraine, LLC and its successors and assigns.
No transfer of an ownership or other interest in the Landfill may be made, unless to an affiliate,
without the prior written approval of the City, which approval shall not be unreasonably withheld.
The City shall consider in deciding whether to grant such approval the ability of the transferee,
both financially and operationally, to comply with the terms of this Agreement, the terms of all
licenses and permits, and all other applicable federal and state statutes and regulations, and local
ordinances. The City shall have 90 days from its notification (via certified mail, return receipt
requested, to the City) of the proposed transfer in which to notify Fox Moraine, LLC that the City
does not approve of the transfer. The City shall state in writing its reasons for not approving the
transfer. If Fox Moraine, LLC has not received such written notice within 90 days of its
notification of the City of the proposed transfer, the transfer will be deemed approved. The City
may require an additional written signature commitment by the transferee to assume and comply
with the duties and obligations of this Agreement.
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25. DELIVERY OF NOTICES
Any notices to be given hereunder by either party to the other shall be in writing, and shall
be sent by personal delivery, by overnight delivery service or by registered or certified mail,
postage prepaid, return receipt requested. Such notice shall be deemed communicated when
delivered or three (3) business days from the date of mailing, whichever is earlier. Notices shall
be addressed as set forth below, but each parry may change its address upon written notice to the
other in accordance with this Section.
TO THE CITY AT: Mayor's Office
United City of Yorkville
800 Game Farm Road
Yorkville, IL 60560
TO FOX MORAINE, LLC AT: 6110 Route 71
Oswego, IL 60542
26. FORCE MAJEURE
The obligations with respect to performance of this Agreement by either party (except for
the payment of money) shall be suspended and extended in the event, and during the period that
such performance is prevented, hindered, or delayed by a cause or causes beyond the reasonable
control of either party including, without limitation, Acts of God (except weather conditions
normal for the geographic area of the facility); epidemic, landslide, lightning, hurricane,
earthquake, fire, explosion, flood or similar occurrence; an act of the public enemy, war, blockade,
insurrection, riot, general unrest, civil disturbance or other similar occurrence that may have a
material adverse effect on the construction or operation of the Landfill; and any change in Law
which has a material effect on the construction or operation of the Landfill, including the order or
judgment of any court, provided such order or judgment is not the result of negligence, failure or
wrongful action or omission on the part of the parry involved. In the event of disruption of
services under any such circumstances, each party will make every reasonable effort and steps to
overcome the cause of cessation of services and to reopen the Landfill as soon as practicable after
the cessation of the cause of suspension of services.
27. ARBITRATION
Any controversy, dispute or claim arising out of or relating to this Agreement or the breach
thereof, not settled through negotiations, shall be submitted to mediation or other alternative
dispute resolutions procedure upon mutual agreement of the parties. Any dispute, controversy or
claim arising out of or relating to this Agreement, or the breach thereof, not settled through
negotiation or other mutually agreed alternative dispute resolution procedure, shall be settled by
arbitration administered by the American Arbitration Association. This agreement to resolve any
disputes by binding arbitration shall extend to claims against any shareholder, brother- sister
company, subsidiary or affiliates, any officers, directors, employees or agents or any of the above
and shall apply as well to claims arising out of state and federal statutes and local ordinances as
` well as to claims arising under common law. The parties intend that this provision to arbitrate be
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valid, enforceable and irrevocable and that it provide the exclusive remedy with respect to all
disputes within its scope. Any arbitration and award hereunder shall be final and binding upon the
parties, ' a judgment on the award rendered by the arbitrator(s) may be entered in any court having
jurisdiction thereof.
28. ANNEXATION AGREEMENT
This Agreement is subject to the Property being annexed into the City pursuant to a
mutually agreeable Annexation Agreement.
29. SEVERABILITY AND APPLICABLE LAW
If any provision or subsection hereof or the application thereof to any person or
circumstances is held invalid, the other provisions of this Agreement and /or their applicability to
other persons or circumstances shall not be affected thereby. It is declared to be the intent of this
Agreement that the same would have been adopted had such invalid provision, if any, not been
included herein. This Agreement shall be governed by the laws of the State of Illinois.
30. AUTHORITY TO ENTER INTO AGREEMENT
Fox Moraine, LLC hereby represents and warrants that it is a valid and existing
corporation authorized to do business in Illinois and that the individuals executing this Agreement
have been duly authorized by the corporation to act, on its behalf and enter into this Agreement.
Fox Moraine, LLC agrees to provide the City with sufficient proof of said authorization which
proof shall include but not be limited to an appropriate corporate resolution authorizing the
execution of this Agreement. The City shall approve this Agreement by City ordinance, a certified
copy of which shall be provided to Fox Moraine, LLC.
IN WITNESS WHEREOF, the parties hereto have caused the signatures of their legally
authorized representatives to be affixed hereto on the day and year indicated on the first page of
this Agreement.
UNITED CITY OF YORICYILLE FO RHINE,,,J LLC
BY. BY: PY43Jy�
- O
ITS: ITS:
ATTEST: ATTEST:
BY:
ITS: ITS:
13
ATTACHMENT A
PROPERTY DESCRIPTION
14
I
EXHIBIT "A"
Legal Description for PARCEL A:
THOSE PARTS OF SECTIONS 14,22 AND 23, ALL IN TOWNSHIP 36 NORTH, RANGE 6
EAST OF THE THIRD PRINCIPAL MERIDIAN IN KENDALL COUNTY, ILLINOIS, DESCRIBED
AS FOLLOWS: COMMENCING AT AN IRON PIPE ON THE SOUTHWEST CORNER OF THE
SOUTHEAST 1/4 OF SAID SECTION 14; THENCE NORTH 01 36'07" WEST ALONG THE
WEST LINE OF SAID SOUTHEAST1 /4, 779.21 FEET TO THE POINT OF BEGINNING, BEING
A SOUTHEAST CORNER OF ILLINOIS STATE ROUTE 71 DEDICATED BY DOCUMENT
RECORDED IN BOOK 98, PAGES 327, 328 AND 329; THENCE CONTINUING NORTH 01 ° 36'
07" WEST ALONG SAID WEST LINE AND THE EASTERLY MOST LINE OF THE ILLINOIS
STATE ROUTE 71 DEDICATED BY SAID DOCUMENT RECORDED IN BOOK 98, PAGES 327,
328 AND 329, A DISTANCE OF 238.29 FEET TO A SOUTHERLY LINE OF ILLINOIS ROUTE
71; THENCE NORTH 54° 37'26" EAST ALONG SAID SOUTHERLY LINE, 1080.03 FEET;
THENCE SOUTH 49 14' 26" EAST, 1744.27 FEET; THENCE SOUTH 00 00'00" WEST,
267.13 FEET; THENCE NORTH 90° 00'00" WEST, 800.29 FEET; THENCE SOUTH 01° 26'54"
EAST 158.91 FEET TO THE NORTHEAST CORNER OF THE WEST 1/2 OF THE
NORTHWEST 114 OF SAID SECTION 23; THENCE SOUTH 01 33',31" EAST ALONG THE
EAST LINE OF SAID WEST 1/2 OF THE NORTHEAST 1/4,2642.32 FEET TO THE
NORTHEAST CORNER OF THE WEST 1/2 OF THE SOUTHEAST 1/4 OF SAID SECTION 23;
THENCE SOUTH 01 ° 27'24" WEST ALONG THE EAST LINE OF SAID WEST 1/2 OF THE
SOUTHEAST 1/4,2603.14 FEET TO AN IRON PIPE ON THE NORTH LINE OF WALKER ROAD
AS DEDICATED BY THE DOCUMENT RECORDED IN BOOK 136, PAGE 184; THENCE THE
FOLLOWING THREE (3) COURSES BEING ALONG SAID NORTH LINE OF WALKER ROAD:
THENCE SOUTH 89 40'05" WEST, 1271.53 FEET TO AN IRON PIPE; THENCE NORTH 45
19' 02" WEST, 35.35 FEET TO AN IRON PIPE; THENCE SOUTH 89 40'05" WEST, 24.58
FEET TO THE WEST LINE OF SAID SOUTHEAST 1/4; THENCE NORTH 01 ° 27'19" WEST
ALONG SAID WEST LINE OF THE SOUTHEAST 1/4, 1870.46 FEET; THENCE SOUTH 89 55'
26" WEST, 2643.57 FEET TO THE WEST LINE OF SAID SECTION 23; THENCE SOUTH 01°
—
32'06" EAST ALONG SAID WEST LINE OF SECTION 23, A DISTANCE OF 75.14 FEET;
THENCE SOUTH 89 34'50" WEST, 2422.16 FEET TO THE SOUTHERLY LINE OF ILLINOIS
STATE ROUTE 71 AS DEDICATED BY DOCUMENT RECORDED IN BOOK 90 PAGES 311,
312, AND 313 AND SAID BOOK 98 PAGES 327,328 AND 329; THENCE THE FOLLOWING
TEN (10) COURSES BEING ALONG SAID SOUTHERLY LINE OF ILLINOIS STATE ROUTE 71
AS DEDICATED BY DOCUMENT RECORDED IN BOOK 90 PAGES 311, 312, AND 313 AND
SAID BOOK 98 PAGES 327,328 AND 329: THENCE NORTHEASTERLY ALONG A CURVE
HAVING A RADIUS OF 4695.69 FEET, CONCAVE TO THE NORTHWEST, WHOSE CHORD
BEARS NORTH 44 40'57 EAST, 52.08 FEET, FOR AN ARC DISTANCE OF 52.08 FEET;
THENCE NORTH 44 21' 26" EAST, 1649.83 FEET; THENCE NORTH 46 15'59" EAST, 300.17
FEET; THENCE NORTH 44 21'26" EAST, 1560.36 FEET; THENCE NORTHEASTERLY
ALONG A CURVE HAVING A RADIUS OF 8539.42 FEET, CONCAVE TO THE SOUTHEAST,
WHOSE CHORD BEARS NORTH 46 08'39" EAST, 649.80 FEET, FOR AN ARC DISTANCE
OF 649.97 FEET; THENCE NORTH 44 51'39" EAST, 77.00 FEET; THENCE
NORTHEASTERLY ALONG A CURVE HAVING A RADIUS OF 8544.42 FEET, CONCAVE TO
THE SOUTHEAST, WHOSE CHORD BEARS NORTH 51 55'46" EAST, 803.38 FEET, FOR AN
ARC DISTANCE OF 803.68 FEET; THENCE NORTH 54 37'26" EAST, 1190.08 FEET;
THENCE NORTH 82 08'22" EAST, 218.80 FEET; THENCE SOUTH 72 43'55" EAST 122.02
FEET TO SAID POINT OF BEGINNING; (EXCEPT THEREFROM THE FOLLOWING
DESCRIBED PARCEL OF LAND: THOSE PARTS OF SECTIONS 14 AND 23, ALL IN
TOWNSHIP 36 NORTH, RANGE 6 EAST OF THE THIRD PRINCIPAL MERIDIAN IN KENDALL
COUNTY, ILLINOIS, DESCRIBED AS FOLLOWS: COMMENCING AT AN IRON PIPE ON THE
SOUTHEAST CORNER OF THE SOUTHEAST 1/4 OF SAID SECTION 14; THENCE NORTH
89 33'54" EAST ALONG THE SOUTH LINE OF SAID SOUTHEAST 1/4,1142.54 FEET TO
THE POINT OF BEGINNING ON THE WESTERLY LINE OF A 400 FOOT COMMONWEALTH
EDISON COMPANY RIGHT OF WAY; THENCE NORTH 45 29'03" WEST ALONG SAID
WESTERLY RIGHT OF WAY, 1523.81 FEET TO THE SOUTHERLY LINE OF ILLINOIS STATE
ROUTE 71; THENCE NORTH 54 37'26" EAST ALONG SAID SOUTHERLY LINE, 406.31 FEET
TO THE EASTERLY LINE OF SAID RIGHT OF WAY; THENCE SOUTH 45 29'03 EAST
ALONG SAID EASTERLY LINE, 1630.85 FEET; THENCE NORTH 90" 00'00" WEST, 238.44
FEET; THENCE SOUTH 01 ° 26'54" EAST, 158.91 FEET TO THE NORTHEAST CORNER OF
THE WEST 1/2 OF THE NORTHEAST 1/4 OF SAID SECTION 23; THENCE SOUTH 01° 33'31 11
EAST ALONG THE EAST LINE OF SAID WEST 1/2,176.39 FEET TO SAID WESTERLY LINE;
THENCE NORTH 45 29'03" WEST ALONG SAID WESTERLY LINE, 249.62 FEET TO SAID
POINT OF BEGINNING.)
TOGETHER WITH THE ADJOINING NORTH 1/2 OF ILLINOIS STATE ROUTE 71 AND THE
ADJOINING SOUTH 1/2 OF WALKER ROAD LYING IN THE NORTH EAST 1/4 OF SECTION
26 AND THE WEST 1/2 OF SLEEPY HOLLOW ROAD LYING IN THE SOUTH EAST 1/4 OF
I, SECTION 23, TOWNSHIP 36 NORTH, RANGE 6 EAST OF THE THIRD PRINCIPAL MERIDAN
IN KENDALL COUNTY, ILLINOIS.
SAID PARCEL A OF LAND HEREIN DESCRIBED CONTAINS 490.2 ACRES, MORE OR LESS.
Legal Description for PARCEL B
THAT PART OF THE WEST Yz OF THE SOUTHEAST Y. OF SECTION 14, TOWNSHIP 36
NORTH RANGE 6 EAST OF THE THIRD PRINCIPAL MERIDIAN, LYING EAST OF SLEEPY
HOLLOW ROAD AND SOUTH OF THE CENTER LINE OF STATE ROUTE 71 IN THE
TOWNSHIP OF FOX, KENDALL COUNTY, ILLINOIS EXCEPTING THEREFROM THAT PART
FALLING INSIDE THE FOLLOWING DESCRIBED PARCEL:
i
- - - - THOSE PARTS OF SECTIONS 14,22 AND 23, ALL IN TOWNSHIP 36 NORTH, RANGE 6
- EAST- -OF THE THIRD PRINCIPAL MERIDIAN IN KENDALL COUNTY, ILLINOIS, DESCRIBED
AS FOLLOWS: COMMENCING AT AN IRON PIPE ON THE SOUTHWEST CORNER OF THE
SOUTHEAST 1/4 OF SAID SECTION 14; THENCE NORTH 01 ° 36'07" WEST ALONG THE
WEST LINE OF SAID SOUTHEAST 1/4,779.21 FEET TO THE POINT OF BEGINNING, BEING
A SOUTHEAST CORNER OF ILLINOIS STATE ROUTE 71 DEDICATED BY DOCUMENT
RECORDED IN BOOK 98, PAGES 327, 328 AND 329; THENCE CONTINUING NORTH 01 ° 36'
07" WEST ALONG SAID WEST LINE AND THE EASTERLY MOST LINE OF THE ILLINOIS
STATE ROUTE 71 DEDICATED BY SAID DOCUMENT RECORDED IN BOOK 98, PAGES 327,
328 AND 329, A DISTANCE OF 238.29 FEET TO A SOUTHERLY LINE OF ILLINOIS ROUTE
71; THENCE NORTH 54° 37'26" EAST ALONG SAID SOUTHERLY LINE, 1080.03 FEET;
THENCE SOUTH 49 14'26" EAST, 1744.27 FEET; THENCE SOUTH 00 00' 00" WEST,
267.13 FEET; THENCE NORTH 90 00'00" WEST, 800.29 FEET; THENCE SOUTH 01 26' 54"
EAST 158.91 FEET TO THE NORTHEAST CORNER OF THE WEST 1/2 OF THE
NORTHWEST 1/4 OF SAID SECTION 23; THENCE SOUTH 01 ° 33 " EAST ALONG THE
EAST LINE OF SAID WEST 1/2 OF THE NORTHEAST 1/4,2642.32 FEET TO THE
NORTHEAST CORNER OF THE WEST 1/2 OF THE SOUTHEAST 1/4 OF SAID SECTION 23;
THENCE SOUTH 01° 27'24" WEST ALONG THE EAST LINE OF SAID WEST 1/2 OF THE
SOUTH EAST1 /4, 2603.14 FEET TO AN IRON PIPE ON THE NORTH LINE OF WALKER ROAD
AS DEDICATED BY THE DOCUMENT RECORDED IN BOOK 136, PAGE 184; THENCE THE
FOLLOWING THREE (3) COURSES BEING ALONG SAID NORTH LINE OF WALKER ROAD:
THENCE SOUTH 89 40'05" WEST, 1271.53 FEET TO AN IRON PIPE; THENCE NORTH 45
19'02" WEST, 35.35 FEET TO AN IRON PIPE; THENCE SOUTH 89 40'05" WEST, 24.58
FEET TO THE WEST LINE OF SAID SOUTHEAST 1/4; THENCE NORTH 01° 27'19" WEST
ALONG SAID WEST LINE OF THE SOUTHEAST1 /4, 1870.46 FEET; THENCE SOUTH 89° 55'
26" WEST, 2643.57 FEET TO THE WEST LINE OF SAID SECTION 23; THENCE SOUTH 01
32'06" EAST ALONG SAID WEST LINE OF SECTION 23, A DISTANCE OF 75.14 FEET;
I
i
THENCE SOUTH 89 34' 50" WEST, 2422.16 FEET TO THE SOUTHERLY LINE OF ILLINOIS
STATE ROUTE 71 AS DEDICATED BY DOCUMENT RECORDED IN BOOK 90 PAGES 311,
312, AND 313 AND SAID BOOK 98 PAGES 327,328 AND 329; THENCE THE FOLLOWING
TEN (10) COURSES BEING ALONG SAID SOUTHERLY LINE OF ILLINOIS STATE ROUTE 71
AS DEDICATED BY DOCUMENT RECORDED IN BOOK 90 PAGES 311, 312, AND 313 AND
SAID BOOK 98 PAGES 327,328 AND 329: THENCE NORTHEASTERLY ALONG A CURVE
HAVING A RADIUS OF 4695.69 FEET, CONCAVE TO THE NORTHWEST, WHOSE CHORD
BEARS NORTH 44 40' 57" EAST, 52.08 FEET, FOR AN ARC DISTANCE OF 52.08 FEET;
THENCE NORTH 44 21'26" EAST, 1649.83 FEET; THENCE NORTH 46 15 EAST, 300.17
FEET; THENCE NORTH 44'21'26" EAST, 1560.36 FEET; THENCE NORTHEASTERLY
ALONG A CURVE HAVING A RADIUS OF 8539.42 FEET, CONCAVE TO THE SOUTHEAST,
WHOSE CHORD BEARS NORTH 46 08'39" EAST, 649.80 FEET, FOR AN ARC DISTANCE
OF 649.97 FEET; THENCE NORTH 44° 51'39" EAST, 77.00 FEET; THENCE
NORTHEASTERLY ALONG A CURVE HAVING A RADIUS OF 8544.42 FEET, CONCAVE TO
THE SOUTHEAST, WHOSE CHORD BEARS NORTH 51 55'46" EAST, 803.38 FEET, FOR AN
ARC DISTANCE OF 803.68 FEET; THENCE NORTH 54 37'26" EAST, 1190.08 FEET;
THENCE NORTH 82 08'22" EAST, 218.80 FEET; THENCE SOUTH 72 43'55" EAST 122.02
FEET TO SAID POINT OF BEGINNING; (EXCEPT THEREFROM THE FOLLOWING
DESCRIBED PARCEL OF LAND: THOSE PARTS OF SECTIONS 14 AND 23, ALL IN
TOWNSHIP 36 NORTH, RANGE 6 EAST OF THE THIRD PRINCIPAL MERIDIAN IN KENDALL
COUNTY, ILLINOIS, DESCRIBED AS FOLLOWS: COMMENCING AT AN IRON PIPE ON THE
SOUTHEAST CORNER OF THE SOUTHEAST 1/4 OF SAID SECTION 14; THENCE NORTH
89" 33'54" EAST ALONG THE SOUTH LINE OF SAID SOUTHEAST 1/4,1142.54 FEET TO
THE POINT OF BEGINNING ON THE WESTERLY LINE OF A 400 FOOT COMMONWEALTH
EDISON COMPANY RIGHT OF WAY; THENCE NORTH 45 29'03" WEST ALONG SAID
WESTERLY RIGHT OF WAY, 1523.81 FEET TO THE SOUTHERLY LINE OF ILLINOIS STATE
ROUTE 71; THENCE NORTH 54° 37'26" EAST ALONG SAID SOUTHERLY LINE, 406.31 FEET
TO THE EASTERLY LINE OF SAID RIGHT OF WAY; THENCE SOUTH 45 29'03" EAST
ALONG SAID EASTERLY LINE, 1630.85 FEET; THENCE NORTH 90 00'00" WEST, 238.44
FEET; THENCE SOUTH 01* 26'54" EAST, 158.91 FEET TO THE NORTHEAST CORNER OF
THE WEST 1/2 OF THE NORTHEAST 1/4 OF SAID SECTION 23; THENCE SOUTH 01° 33'31
EAST ALONG THE EAST LINE OF SAID WEST 1/2,176.39 FEET TO SAID WESTERLY LINE;
THENCE NORTH 45 29'03" WEST ALONG SAID WESTERLY LINE, 249.62 FEET TO SAID
POINT OF BEGINNING.)
TOGETHER WITH THE ADJOINING NORTH 1/2 OF ILLINOIS STATE ROUTE 71.
AND
THAT PART OF THE EAST Y2 OF THE EAST 1/2 OF SECTION 14, TOWNSHIP 36 NORTH,
RANGE 6 EAST OF THE THIRD PRINCIPAL MERIDIAN, LYING SOUTH OF THE CENTER
LINE OF STATE ROUTE 71, EXCEPT THAT PART CONVEYED TO THE COMMONWEALTH
EDISON COMPANY BY DOCUMENT NO. 74 -1219; ALSO EXCEPT THAT PART FALLING
INSIDE THE FOLLOWING DESCRIBED PARCEL OF LAND:
THOSE PARTS OF SECTIONS 14, 22 AND 23, ALL IN TOWNSHIP 36 NORTH, RANGE 6
EAST OF THE THIRD PRINCIPAL MERIDIAN IN KENDALL COUNTY, ILLINOIS, DESCRIBED
AS FOLLOWS: COMMENCING AT AN IRON PIPE ON THE SOUTHWEST CORNER OF THE
SOUTHEAST 1/4 OF SAID SECTION 14; THENCE NORTH 01 ° 36'07" WEST ALONG THE
WEST LINE OF SAID SOUTHEAST 1/4,779.21 FEET TO THE POINT OF BEGINNING, BEING
A SOUTHEAST CORNER OF ILLINOIS STATE ROUTE 71 DEDICATED BY DOCUMENT
RECORDED IN BOOK 98, PAGES 327, 328 AND 329; THENCE CONTINUING NORTH 01 ° 36'
07" WEST ALONG SAID WEST LINE AND THE EASTERLY MOST LINE OF THE ILLINOIS
STATE ROUTE 71 DEDICATED BY SAID DOCUMENT RECORDED IN BOOK 98, PAGES 327,
328 AND 329, A DISTANCE OF 238.29 FEET TO A SOUTHERLY LINE OF ILLINOIS ROUTE
71; THENCE NORTH 54" 37'26" EAST ALONG SAID SOUTHERLY LINE, 1080.03 FEET;
THENCE SOUTH 49 14' 26" EAST, 1744.27 FEET; THENCE SOUTH 00 00'00" WEST,
267.13 FEET; THENCE NORTH 90° 00'00" WEST, 800.29 FEET; THENCE SOUTH 01° 26' 54"
EAST 158.91 FEET TO THE NORTHEAST CORNER OF THE WEST 1/2 OF THE
NORTHWEST 1/4 OF SAID SECTION 23; THENCE SOUTH 01° 33'31 " EAST ALONG THE
EAST LINE OF SAID WEST 1/2 OF THE NORTHEAST 1/4,2642.32 FEET TO THE
NORTHEAST CORNER OF THE WEST 1/2 OF THE SOUTHEAST 1/4 OF SAID SECTION 23;
THENCE SOUTH 01 ° 27'24" WEST ALONG THE EAST LINE OF SAID WEST 1/2 OF THE
SOUTHEAST 1/4, 2603.14 FEET TO AN IRON PIPE ON THE NORTH LINE OF WALKER ROAD
AS DEDICATED BY THE DOCUMENT RECORDED IN BOOK 136, PAGE 184; THENCE THE
FOLLOWING THREE (3) COURSES BEING ALONG SAID NORTH LINE OF WALKER ROAD:
THENCE SOUTH 89 40'05" WEST, 1271.53 FEET TO AN IRON PIPE; THENCE NORTH 45
19' 02" WEST, 35.35 FEET TO AN IRON PIPE; THENCE SOUTH 89 40'05" WEST, 24.58
FEET TO THE WEST LINE OF SAID SOUTHEAST 1/4; THENCE NORTH 01° 27'19" WEST
ALONG SAID WEST LINE OF THE SOUTHEAST 1/4,1870.46 FEET; THENCE SOUTH 89 55'
26" WEST, 2643.57 FEET TO THE WEST LINE OF SAID SECTION 23; THENCE SOUTH 01'
32'06" EAST ALONG SAID WEST LINE OF SECTION 23, A DISTANCE OF 75.14 FEET;
THENCE SOUTH 89 34'50" WEST, 2422.16 FEET TO THE SOUTHERLY LINE OF ILLINOIS
STATE ROUTE 71 AS DEDICATED BY DOCUMENT RECORDED IN BOOK 90 PAGES 311,
312, AND 313 AND SAID BOOK 98 PAGES 327,328 AND 329; THENCE THE FOLLOWING
TEN (10) COURSES BEING ALONG SAID SOUTHERLY LINE OF ILLINOIS STATE ROUTE 71
AS DEDICATED BY DOCUMENT RECORDED IN BOOK 90 PAGES 311, 312, AND 313 AND
SAID BOOK 98 PAGES 327, 328 AND 329: THENCE NORTHEASTERLY ALONG A CURVE
HAVING A RADIUS OF 4695.69 FEET, CONCAVE TO THE NORTHWEST, WHOSE CHORD
BEARS NORTH 44 40'57" EAST, 52.08 FEET, FOR AN ARC DISTANCE OF 52.08 FEET;
THENCE NORTH 44 21' 26" EAST, 1649.83-FEET; THENCE NORTH 46 15'59" EAST, 300.17
FEET; THENCE NORTH 44° 21'26" EAST, 1560.36 FEET; THENCE NORTHEASTERLY
ALONG A CURVE HAVING A RADIUS OF 8539.42 FEET, CONCAVE TO THE SOUTHEAST,
WHOSE CHORD BEARS NORTH 46 08'39" EAST, 649.80 FEET, FOR AN ARC DISTANCE
OF 649.97 FEET; THENCE NORTH 44 51'39 "-EAST, 77.00 FEET; THENCE
NORTHEASTERLY ALONG A CURVE HAVING A RADIUS OF 8544.42 FEET, CONCAVE TO
THE SOUTHEAST, WHOSE CHORD BEARS NORTH 51" 55'46" EAST, 803.38 FEET, FOR AN
ARC DISTANCE OF 803.68 FEET; THENCE NORTH 54 37'26" EAST, 1190.08 FEET;
THENCE NORTH 82 08'22" EAST, 218.80 FEET; THENCE SOUTH 72 43'55 EAST 122.02
FEET TO SAID POINT OF BEGINNING; (EXCEPT THEREFROM THE FOLLOWING
DESCRIBED PARCEL OF LAND: THOSE PARTS OF SECTIONS 14 AND 23, ALL IN
TOWNSHIP 36 NORTH, RANGE 6 EAST OF THE THIRD PRINCIPAL MERIDIAN IN KENDALL
COUNTY, ILLINOIS, DESCRIBED AS FOLLOWS: COMMENCING AT AN IRON PIPE ON THE
SOUTHEAST CORNER OF THE SOUTHEAST 1/4 OF SAID SECTION 14; THENCE NORTH
89 33'54" EAST ALONG THE SOUTH LINE OF SAID SOUTHEAST 1/4,1142.54 FEET TO
THE POINT OF BEGINNING ON THE WESTERLY LINE OF A 400 FOOT COMMONWEALTH
EDISON COMPANY RIGHT OF WAY; THENCE NORTH 45 29'03" WEST ALONG SAID
WESTERLY RIGHT OF WAY, 1523.81 FEET TO THE SOUTHERLY LINE OF ILLINOIS STATE
ROUTE 71; THENCE NORTH 54 37'26" EAST ALONG SAID SOUTHERLY LINE, 406.31 FEET
TO THE EASTERLY LINE OF SAID RIGHT OF WAY; THENCE SOUTH 45 29'03" EAST
ALONG SAID EASTERLY LINE, 1630.85 FEET; THENCE NORTH 90 00'00" WEST, 238.44
FEET; THENCE SOUTH 01* 26'54" EAST, 158.91 FEET TO THE NORTHEAST CORNER OF
THE WEST 1/2 OF THE NORTHEAST 1/4 OF SAID SECTION 23; THENCE SOUTH 01 ° 33'31
EAST ALONG THE EAST LINE OF SAID WEST 1/2,176.39 FEET TO SAID WESTERLY LINE;
THENCE NORTH 45 29'03" WEST ALONG SAID WESTERLY LINE, 249.62 FEET TO SAID
POINT OF BEGINNING.)
TOGETHER WITH THE ADJOINING NORTH 1/2 OF ILLINOIS STATE ROUTE 71.
I
AND
I
I
THE WEST Y2 OF THE SOUTHWEST'/ OF SECTION 13, TOWNSHIP 36 NORTH, RANGE 6
EAST OF THE THIRD PRINCIPAL MERIDIAN, TOGETHER WITH THE ADJOINING NORTH 1/2
OF ILLINOIS ROUTE 71 IN THE TOWNSHIP OF FOX, KENDALL COUNTY, ILLINOIS
AND
THAT PART OF THE NORTHWEST'/ OF SECTION 13, TOWNSHIP 36 NORTH, RANGE 06
EAST OF THE THIRD PRINCIPAL MERIDIAN, DESCRIBED AS FOLLOWS: BEGINNING AT
THE SOUTHWEST CORNER OF THE NORTHWEST'/ OF SAID SECTION 13; THENCE EAST
ON THE SOUTH LINE OF SAID QUARTER 20 CHAINS TO THE EIGHTH LINE; THENCE
NORTH ON SAID EIGHTH LINE 16.98 CHAINS TO THE CENTER LINE OF THE ROAD;
THENCE SOUTH 60 DEGREES WEST ALONG SAID CENTER LINE 24.46 CHAINS TO THE
WEST LINE OF SAID QUARTER; THENCE SOUTH ALONG SAID WEST LINE 2.68 CHAINS
TO THE POINT OF BEGINNING; (EXCEPT THAT PART FALLING IN THE FOLLOWING
DESCRIBED TRACT: THAT PART OF THE WEST Y2 OF SECTION 13 AND PART OF THE
EAST Y2 OF SECTION 14, TOWNSHIP 36 NORTH, RANGE 6 EAST OF THE THIRD
PRINCIPAL MERIDIAN DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF
THE WEST LINE OF THE NORTHWEST % OF SAID SECTION 13 WITH THE CENTER LINE
OF ILLINOIS STATE ROUTE 71; THENCE SOUTHWESTERLY ALONG SAID CENTER LINE,
582.30 FEET; THENCE SOUTHERLY PARALLEL WITH SAID WEST LINE, 1520.34 FEET;
THENCE NORTHERLY, PARALLEL WITH THE SAID WEST LINE 2028.57 FEET TO SAID
CENTER LINE; THENCE SOUTHWESTERLY ALONG SAID CENTER LINE TO THE POINT OF
BEGINNING), TOGETHER WITH THE ADJOINING NORTH 1/2 OF ILLINOIS STATE ROUTE
71, IN THE TOWNSHIP OF FOX, KENDALL COUNTY, ILLINOIS:
AND
THE WEST 1/2 THE NORTHEAST QUARTER (EXCEPT THE WEST 400 FEET, AS
MEASURED PERPENDICULAR TO THE WEST LINE THEREOF) OF SECTION 23, TOWNSHIP
36 NORTH, RANGE 6 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN THE TOWNSHIP OF
FOX, KENDALL COUNTY, ILLINOIS.
AND
THE SOUTHEAST QUARTER (EXCEPT THE WEST 400 FEET, AS MEASURED
PERPENDICULAR TO THE WEST LINE THEREOF) OF SECTION 23, TOWNSHIP 36 NORTH,
RANGE 6 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN THE TOWNSHIP OF FOX,
KENDALL COUNTY, ILLINOIS.
SAID PARCEL B OF LAND HEREON DESCRIBED CONTAINS 269.5 ACRES, MORE OR
LESS.
I
I
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ATTACHMENT B
RESIDENTIAL PROPERTY VALUE PROTECTION PLAN
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ATTACHMENT B
RESIDENTIAL PROPERTY VALUE PROTECTION PLAN
Fox Moraine, LLC shall protect, in the manner provided herein, the value of Eligible
Residences (as defined below), in the event of sale during the active life of the Landfill. Each
owner of a residence which is located within the area identified as being within one thousand
(1,000) feet of the property lines of the Landfill Property as of the date that the siting application is
filed (hereinafter "Eligible Residence "), is eligible to qualify for the benefits of this Residential
Property Value Protection Plan (hereinafter "Plan"), subject to the terms and conditions stated in
this Plan, and subject to the owner's compliance with the requirements of this Plan. The benefits
of the Residential Property Value Protection Plan shall inure to an owner's lawful heirs or
devisees who inherit the subject property during the time this Agreement is in effect. Unless
otherwise defined herein, all capitalized terms used herein shall have the meanings ascribed to
them in the Host City Agreement between the City and Fox Moraine, LLC.
1. General Procedure for Qualification.
A. Within ten (10) days following the Anniversary Date, Fox Moraine, LLC shall
notify each Eligible Residence, by certified mail, about the Residential Property
Value Protection Plan and how to enroll in the Plan. Each Eligible Residence must
formally enroll in the Plan, following the procedures outlined in the notification,
within 365 days of receiving the notification. If such enrollment is not made within
the 365 day timeframe, the Eligible Residence, and all subsequent owners, will no
longer be eligible to qualify for the Plan.
B. To qualify for fair market value protection under this Plan, the owner must place
the Eligible Residence on the market for sale. The owner shall provide Fox
Moraine, LLC with the name of the broker (if any) with which such residence is
listed for sale, the proposed terms of sale, and the date on which the residence was
placed on the market.
C. Within sixty (60) days of such notice, Fox Moraine, LLC shall cause the Eligible
Residence to be appraised at its fair market value both (1) as of the date the Eligible
Residence was placed on the market, and, (2) as of the date the Eligible Residence
was placed on the market, but making the sole additional assumption that the
Landfill did not exist. The former value shall represent the "Diminished Value" of
the Eligible Residence. If the Diminished Value falls within 5 percent of the latter
value, then no impact shall be deemed to have occurred, and no payment shall be
due to the owner under this Plan. The appraisal shall take into account all factors
having a material effect on the value of the Eligible Residence, including, but not
limited to, liens, easements and other encumbrances on the Eligible Residence.
D. Fox Moraine, LLC shall provide a copy of such appraisal to the affected owner
within ten (10) days of the completion of said appraisal. In the event that the
affected owner disagrees with the values set forth in Fox Moraine, LLC's appraisal
or otherwise wishes to have his or her own appraisal made, the owner may have an
appraiser of his or her own choosing value the subject Eligible Residence in the
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same manner as it was valued by the appraiser for Fox Moraine, LLC. The owner
shall have such appraisal performed anytime between a date thirty (30) days prior
to offering said Eligible Residence for sale as provided in Subparagraph (A) above,
to a date forty-five (45) days following the receipt of Fox Moraine, LLC's
appraisal.
E. All appraisers shall be duly licensed to appraise residences in Illinois, and shall
work independently. The cost for appraisals made under Subsection (C) above
shall be paid by Fox Moraine, LLC. The cost for appraisals made under Subsection
(D) above shall be paid by the owner.
2. Determination of Fair Market Value. For purposes of this Section 2 and Section 3 below,
the term "Fair Market Value" shall mean the value of the Eligible Residence as if the
Landfill did not exist. Fair Market Value shall be established by:
A. A single appraisal under Subsection 1 (C) above if such appraisal is acceptable to
the owner; or
B. Agreement by both appraisers retained under Subsection 1 (C) and (D) above.
If the appraisers retained under Subsections 1 (C) and (D) above do not agree, but the
lower of the appraised Fair Market Values is ninety (90) percent or more of the higher of
such values, the Fair Market Value shall be deemed to be the average of the Fair Market
Values determined by said appraisals.
If the lower of the appraised Fair Market Values is less than ninety (90) percent of the
higher, a third appraiser shall be selected by Fox Moraine, LLC and the owner by
alternately striking names from a list of appraisers developed jointly by Fox Moraine, LLC
and the owner. The third appraiser shall review the existing appraisal reports and
determine the Fair Market Value of the residence. This Fair Market Value shall not exceed
the higher nor be less than the lower of the Fair Market Values set forth in the two existing
appraisal reports. The Fair Market Value established by the third appraisal shall be
binding on Fox Moraine, LLC and owner. The cost of the third appraisal shall be shared
equally be the Fox Moraine, LLC and the owner.
The Diminished Value of the Eligible Residence, which is defined in Subsection I (C)
above, shall be established in the same manner as described in this Section 2.
3. Obliiation to Pav Compensation. In order to receive compensation under the Plan, an
Eligible Residence must have been continuously offered for sale for a period of one (1)
year. At the end of the one year period, compensation may be paid based on the following:
A. The owner sells the Eligible Residence for a cash price equal to or greater than the
Fair Market Value, in which case no payment shall be due from or made by Fox
Moraine, LLC; or
B. The owner receives a Bona Fide Offer ( "Offer ") to purchase the Eligible Residence
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for cash for a price that is less than the Fair Market Value. Bona Fide Offer shall
( be defined as an arms length transaction documented by a standard real estate sales
agreement and supported by a reasonable earnest money deposit. The owner shall
then notify Fox Moraine, LLC of the Offer and the amount thereof and Fox
Moraine, LLC shall have ten (10) days to elect in writing to purchase the Eligible
Residence for a cash price equal to the amount of such Offer, plus $500.00. If Fox
Moraine, LLC exercises such election, the owner shall sell and Fox Moraine, LLC
shall purchase the Eligible Residence within thirty (30) days after Fox Moraine,
LLC exercises its option (or on such other date mutually agreed to by the parties).
At the closing, Fox Moraine, LLC shall pay the owner an additional amount equal
to the excess of the Fair Market Value over the price set forth in the Offer,
provided, however, that such amount payable by Fox Moraine, LLC to the owner
shall not be -in excess of the Fair Market Value less the Diminished Value. If Fox
Moraine, LLC does not exercise its election to purchase the Eligible Residence, the
owner may sell the Eligible Residence to the purchaser identified in the Offer, and
Fox Moraine, LLC shall pay the owner within thirty (30) days of receipt of notice
of the closing an amount equal to the excess of the Fair Market Value over the price
set forth in the Offer; provided, however, that such amount payable by Fox
Moraine, LLC to the owner shall not be in excess of the Fair Market Value less the
Diminished Value.
C. Any compensation paid by Fox Moraine, LLC to the owner under this Section 3
j shall be reduced by an amount equal to six percent of any portion of such
compensation with respect to which the owner is not required to pay commission to
any real estate broker.
D. The obligation to make the payments required by this Plan shall terminate after the
date the Landfill receives the final receipt of Solid Waste. However, the owner of
any Eligible Residence who has notified Fox Moraine, LLC that the Eligible
Residence is listed with a licensed residential real estate broker for sale prior to the
expiration of the period of this Agreement shall entitled to receive payment under
the Plan even if the Eligible Residence is actually sold_ after final closure of the
Landfill.
E. In the event any offer to purchase an Eligible Residence provides for seller
financing, adjustments shall be made to determine the equivalent present day cash
value.
4. Scone of Agreement.
A. Only owners of record as of the date Fox Moraine, LLC files a siting permit
application with the County to develop the Landfill, or any party inheriting an
interest in an Eligible Residence by reason of the death of such an owner, shall be
eligible for residence value guarantees under this Plan.
B. Payment of residence value guarantees shall be made only once for any individual
tax parcel. In the event that a portion of a parcel is offered by the owner for sale,
18
Fox Moraine, LLC, at its discretion and to avoid subsequent appraisal costs, may
( decide to have appraisals made for that portion and simultaneously for the rest of
the parcel. If Fox Moraine, LLC chooses to proceed in this manner, it shall make
any payment as if both the portion severed and the rest of the parcel had been
conveyed at that time.
C. The compensation payable under this Plan shall apply only to conveyance of a fee
simple interest made by deed or land contract or similar instruments, and shall not
apply to conveyances of leasehold interests.
5. Miscellaneous Provisions.
A. If Fox Moraine, LLC purchases an Eligible Residence under this Plan, the purchase
shall be in accordance with customary terms and conditions regarding sales of
similar residences, including, but not limited to the sellers furnishing of customary
title insurance and a survey, pro- ration of taxes and utilities and the payment of
transfer taxes in accordance with applicable laws. Fox Moraine, LLC shall be
entitled to full occupancy rights with respect to the Eligible Residence after the date
of closing.
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ATTACHMEENT C
t; GROUNDWATER PROTECTION PLAN
I I
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ATTACHMENT C
GROUNDWATER PROTECTION PLAN
If, at any time after the date that Fox Moraine, LLC first accepts waste at the Landfill
(Anniversary Date), and until Fox Moraine, LLC concludes its post - closure care as required by the
IEPA, any water supply wells currently in use as a residential drinking water supply located within
1,000 feet of the property boundaries of the Landfill ( "Covered Wells ") are. alleged to be
contaminated by the Landfill, Fox Moraine, LLC, agrees to provide an alternate potable water
supply to that owner, which may include a new well to replace the contaminated well, within
twenty -four (24) hours of notification to Fox Moraine, LLC from the owner of said well. The
owner and Fox Moraine shall cooperate to submit, within 24 hours of notification, a sample of
water from said well to an accredited laboratory for analysis and the rendering of a professional
opinion that said well has been contaminated by the Landfill. Fox Moraine LLC shall continue to
provide potable water to the owner during the time required for the analysis, the rendering of the
opinion, remediation, or hearings on causation. Should the aforesaid laboratory analysis show that
water from any Covered Well is in violation of the United States Environmental Protection
Agency or IEPA health advisory, then Fox Moraine, LLC shall have 30 days from the date Fox
Moraine, LLC is notified of the results to take action to remedy the causes of said violation or to
prove to the satisfaction of the City, in accordance with the hearing procedures set forth in the
Host Agreement, that the Landfill is not the cause of said contamination. A failure to remedy the
causes of the violation or prove that the contamination is not caused by the Landfill shall result in
a permanent and ongoing obligation upon Fox Moraine to provide potable water to the affected
owner. Fox Moraine, LLC shall not be responsible to provide an alternative potable water supply
for any wells that Fox Moraine, LLC can prove were not contaminated by the Landfill
I
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