2005-040 After recording mail to:
Village Clerk
Village of Buffalo Grove
50 Raupp Boulevard
Buffalo Grove,II.60089
7/6/2005_A
ORDINANCE NO.2005- 40
AN ORDINANCE APPROVING AN INTERGOVERNMENTAL AND
ANNEXATION AGREEMENT FOR
THE METRA-PRAIRIE VIEW EAST PARIUNG AREA,PRAIRIE ROAD
(west side of Prairie Road across from Noah's Landing,Buffalo Grove,IL)
WHEREAS,the Village of Buffalo Grove is a Home Rule Unit by virtue of the Illinois
Constitution of 1970;and,
WHEREAS,there has heretofore been submitted to the Corporate Authorities ofthe Village
of Buffalo Grove a petition to annex the property legally described in Exhibit A hereto; and,
WHEREAS,there has been submitted to the Corporate Authorities of the Village of Buffalo
Grove an Intergovernmental and Annexation Agreement; and,
WHEREAS,.proper and due notice of the public hearing on said Intergovernmental and
Annexation Agreement and zoning has been given and the public hearing was held; and,
WHEREAS, it is determined to be in the best interest of the Village of Buffalo Grove to
approve said Intergovernmental and Annexation Agreement.
NOW, THEREFORE, BE IT ORDAINED BY THE PRESIDENT AND BOARD OF
TRUSTEES OF THE VILLAGE OF BUFFALO GROVE, COOK AND LAKE COUNTIES,
ILLINOIS:
Section 1. The Intergovernmental and Annexation Agreement,a copy of which is attached
hereto and made a part hereof as Exhibit A is approved.
Section 2. The President and Clerk of the Village are hereby authorized to execute said
Agreement on behalf of the Village of Buffalo Grove.
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Section 3. This Ordinance shall be in full force and effect from and after its passage and
approval. This Ordinance shall not be codified.
AYES: 5 - Braiman, G16ver, Kahn, Trilling, Rubin
NAYS: 0 - None
ABSENT: 1 -„Berman
PASSED: July 18, 2005
APPROVED: July 18 2005
ATTEST: APPROVED:
VAInee Clerk ELLOITT HARTSTEIN,Village President
This document was prepared by: Robert E. Pfeil,Village Planner,
Village of Buffalo Grove
50 Raupp Boulevard
Buffalo Grove,IL 60089
GAVQLL MGMPFEE Metra\Prairie View\ORD Annex Agrmt Metra Prairie View East 7-&2005-A.doc
" Exhibit "A"
INTERGOVERNMENTAL AND ANNEXATION AGREEMENT
THIS AGREEMENT,made and entered into this 18th day of July,2005, by and
between the Village of Buffalo Grove, an Illinois municipal corporation("Village"),by and
through the President and Board of Trustees of the Village(hereinafter collectively referred to as
the "Corporate Authorities")and the Commuter Rail Division of the Regional Transportation
Authority("Metra"), a division of an Illinois municipal corporation. The Village and Metra are
hereinafter sometimes individually referred to as a"Party"and jointly referred to as the
"Parties."
RECITALS:
A. The Constitution of the State of Illinois,Article VII, Section 10,provides
that units of local government,including municipalities, and special districts may contract among
themselves in any manner not prohibited by law or by ordinance.
B. The Intergovernmental Cooperation Act, 5 ILCS 220/1 et seq.,authorizes
public agencies in Illinois to exercise jointly with any other municipality or special district any
power,privilege or authority which may be exercised by a unit of local government,
individually, and to enter into contracts for the performance of governmental services, activities,
and undertakings.
C. Metra has the authority to cooperate with other governmental agencies
regarding commuter parking lots pursuant to 70 ILCS 3615/3B.09 and the above-cited
provisions.
D. The Village is a Home Rule Unit by virtue of the provisions of the
Constitution of the State of Illinois of 1970.
E. The Village is authorized to cooperate with Metra in the exercise of its
powers pursuant to the Intergovernmental Cooperation Act(previously cited), its status as a
Home Rule Unit,by 65 ILCS 511-1-5 and,to the extent relevant,by 65 ILCS 5/11-122.2-1.
F. Metra is the owner of a certain tract of property(the "Property")
comprising approximately 1.56 acres, which is legally described in Exhibit A attached hereto,
which exhibit is made a part hereof and which real estate is contiguous to the corporate limits of
the Village.
G. A Plat of Annexation of the territory to be annexed,which includes the
Property and portions of certain adjacent highway, is attached hereto as Exhibit B (the
"Territory").
H. The Territory is not included within the corporate limits of any other
municipal corporation, has no electors residing on it and may be annexed to the Village as
provided under Section 7-1-8 of the Illinois Municipal Code, 65 ILCS 5/7-1-8.
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I. At the request of the Village,Metra has agreed to have the Property
annexed to the Village as an accommodation to the Village and in reliance upon the
representations and assurances of the Village, as documented herein,that(i)annexation of the
Property will not result in any interference with Metra's ability to use the Property for railroad or
commuter purposes("Operations")consistent with Illinois law and Operations conducted by
Metra throughout its system or result in any financial burdens of any kind or nature whatsoever
being imposed by the Village on Metra's ownership,use, and operation of the Property, and(ii)
the Village will fully and faithfully perform and observe during the term of this Agreement all of
the terms and conditions to be performed or observed by the Village hereunder.
J. The Corporate Authorities, after due and careful consideration,have
concluded that the annexation of the Property on the terms and conditions hereinafter set forth
would further the growth and development of the Village and promote the best interests of the
Village.
K. A proposed annexation agreement substantially in substance and in form
of this Agreement was submitted to the Corporate Authorities, and after a public hearing was
held thereon pursuant to notice as required by statute, said proposed annexation agreement was
approved by an ordinance passed by a vote of two-thirds of the Corporate Authorities.
L. Metra has designed and plans to build a 218-space commuter rail parking
facility and related commuter rail improvements (the "Project"),the majority of which is situated
on the Property. The remaining portion of the Project will be built on adjoining land owned by
Wilson Wholesale Supply Company or a related entity,over which Metra has been granted
easement rights (the "Wilson Easement"). The Wilson Easement is attached as Exhibit C. The
plans for the Project,which also includes new commuter rail platforms and shelters, are attached
as Exhibit D.
M. Pursuant to and in accordance with the provisions of Section 7-1-8 of the
Illinois Municipal Code, a proper Petition requesting annexation of the Property has been
executed by Metra and filed with the Village Clerk of the Village, which petition is subject to the
adoption, approval and execution of this Agreement in the manner provided by law.
N. The Village and Metra desire to enter into this Agreement pursuant to the
applicable provisions of the Illinois Constitution,the Intergovernmental Cooperation Act,the
Regional Transportation Act and the Illinois Municipal Code(65 ILCS 511-1 et seq.) and as the
same may have been modified by the Village's Home Rule Powers to regulate the annexation and
ongoing Operations on the Property upon the terms and conditions contained in this Agreement.
O. A public hearing on this Agreement relative to the annexation has been
held by the Corporate Authorities of the Village on July 18,2005.
P. All notices,publications,procedures,public hearings and other matters
attended to the consideration and approval and execution of this Agreement have been given,
made,held and performed as required by Section 7-1-8 and Division 15.1 of Article 11 of the
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r,.
Illinois Municipal Code and all other applicable statutes, and all other applicable ordinances,
regulations, and procedures of the Village.
Q. The Village acknowledges that the Agreement of Metra to annex the
Property to the Village will extend the corporate limits and jurisdiction of the Village, will
permit orderly growth, planning and development of the Village,will promote and enhance the
general welfare of the Village and that the annexation of the Property as proposed by Metra will
be compatible with adjacent land uses and the planning and zoning objectives of the Village.
R. The President and the Board of Trustees of the Village have, by a vote of
two-thirds of the Corporate Authorities currently holding office, directed the President to execute
and the Village Clerk to attest this Agreement on behalf of the Village.
S. Metra and Vernon Township (the "Township")have entered into a
Commuter Station Development Agreement dated May 4, 1995, as most recently amended on
September 11, 2004 (the "Township Agreement") governing the construction, operation and
maintenance of the Prairie View commuter rail station and its related parking facilities, including
specifically,the Project.
T. Subsequent to construction, the Township,pursuant to the Township
Agreement, will manage, operate and maintain the Project on the Property pursuant to the terms,
covenants and conditions of the Township Agreement.
U. The Village has agreed that the annexation of the Territory and the
Property will not affect whatsoever the Township Agreement and the Village will, by this
Agreement, fully honor the Township Agreement and permit the Township to carry out its
obligations to Metra under the Township Agreement.
V. Upon annexation, the Village will supply police and fire protection to the
Property.
W. Pursuant to due notice and advertisement,the Corporate Authorities have
held a public hearing with respect to the requested zoning classification in the B-3 planned
business center district with a business planned development(the"Planned Development")
allowing for the following uses: (i) a railroad passenger station and accessory parking; and(ii)
accessory uses customary to railroad passenger stations.
X. The Corporate Authorities have made the following findings of fact and
determinations regarding said Planned Development:
1. The use of the Property will be to serve the general public in the provision of mass
transit rail services in furtherance of broader regional transportation goals and objectives;
and
2. The location and daily use of the Property in relation to surrounding uses will be
compatible with those uses. Areas adjacent to the Property have been used and continue
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to be used for similar mass transit purposes,which further demonstrate that use of the
Property will remain in harmony with adjacent property uses;and
3. Based on adjacent property operating experience as well as the planned expansion of
mass transit applicable to rail,use of the Property as a commuter railroad passenger
station and accessory parking will not be injurious or harmful to other property in the
immediate vicinity to said Property nor shall the development and use diminish or impair
neighboring property valuations; and
4. The proposed structures for transit oriented purposes on the-Property will not impede,
hinder or discourage the development and use of adjacent land or buildings in accordance
with current zoning district regulations; and
5. Any and all utilities or public services necessary for the Property are available and
shall be provided by the Village or other parties, as applicable,upon this proposed
annexation.
Y. Pursuant to due notice and advertisement, the Corporate Authorities have
held one or more public hearings with respect to all variations and exceptions from the Village
Zoning Ordinance (the "Ordinance")and other provisions of the Village Municipal Code (the
"Code") which are necessary to make the Project conforming with the Ordinance and Code (the
"Variations").
Z. The Corporate Authorities have made the following findings of fact and
determinations regarding said Variations:
1.The Property cannot yield a reasonable return if permitted to be used only under the
conditions allowed by the B-3 Planned Business Center District. Metra,as owner of the
Property, is a regional governmental transportation authority and,therefore, as a public
entity, is mandated to provide the most cost effective transportation operations.
2. The plight of Metra is due to unique circumstances in that the Project to be
constructed must be located on the specific Property to ensure that it is a viable
transportation facility and operated in conjunction with the existing Vernon Township
Prairie View commuter rail station and adjacent parking facilities.
3. The proposed variations will not alter the essential character of the neighborhood in
that immediately adjacent to the west of the Property is an existing railroad right-of-way
and the Prairie View commuter railroad station. The existing single family residential
area to the east of the Property is separated by the existing street known as Prairie Road
which provides an effective buffer.
AGREEMENT
NOW,THEREFORE, for and in consideration of the mutual covenants,
conditions, and agreements contained in this Agreement,the receipt and sufficiency of which the
Parties acknowledge,the Parties agree as follows:
1. Applicable Law. This Agreement is made pursuant to and in accordance
with the provisions of Article VII, Section 10 of the Illinois Constitution, the Intergovernmental
Cooperation Act(5 ILCS 220/1), the Regional Transportation Act (70 ILCS 3615) and Section
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5/11-15.1.-1 et. seq. of the Illinois Municipal Code (65 ILCS 5/11-15.1-1 et. seq.) and as all the same
may have been modified by the Village's Home Rule powers. The preceding Recitals are specifically
incorporated into this Agreement as substantive provisions of the Agreement.
2. Agreement; Compliance and Validity. Metra has filed with the Village Clerk of
the Village a proper petition pursuant to and in accordance with the provisions of Section 5/7-1-8 of
the Illinois Municipal Code (65 ILCS 5/7-1-8)and as the same may have been modified by the
Village's Home Rule powers, conditioned on the adoption, approval and execution of this Agreement
and the compliance with the terms and provisions contained herein,to annex the Property to the
Village. It is understood and agreed that this Agreement, in its entirety,together with the aforesaid
petition for annexation, shall be null, void and of no force and effect unless the Property is validly
annexed to the Village and is validly zoned and classified in the B-3 Planned Business Center District
with the Planned Development and Variations, all as contemplated in this Agreement. Metra reserves
the right to add to this Agreement any terms and conditions it deems to be reasonably required, or to
modify it as necessary,based on such additional facts and circumstances related to the annexation by
the Village of the Property that become known to Metra prior to its execution of this Agreement.
3. Enactment of Annexation Ordinance. The Corporate Authorities within twenty-
one (21) days of the later to occur of (i)the issuance of any and all necessary permits for the Project
by Lake County(including, but not limited to, Site Development Permits and drainage or sewer
permits); or(ii)the approval of this Agreement by the Corporate Authorities, will enact an ordinance
(hereinafter referred to as the"Annexation Ordinance") annexing the Property to the Village. Said
Annexation Ordinance shall be recorded with the Lake County Recorder's Office along with the Plat
of Annexation(attached hereto as Exhibit B). Recording shall take place no more than thirty (30) days
after enactment of the Annexation Ordinance, but not until the Agreement has been fully executed by
the Parties.
4. Enactment of Zoning Approvals and other Land Use Matters.
(a) Concurrent with the passage of the Annexation Ordinance,the Corporate Authorities shall
adopt a proper, valid and binding ordinance zoning the Property in the B-3 Planned Business
Center District with the Planned Development and shall grant all necessary Variations from the
Ordinance and Code. The Variations that the parties agree and acknowledge are necessary to
allow the Project to fully conform to the Ordinance and Code include, but are not limited to,the
following:
i. Variations to Section 17.36.030(F)(1) of the Ordinance to allow parking stall widths
of 8.5 feet instead of 9.0 feet.
ii. Variations to Section 17.44.040(D)(4) of the Ordinance to allow for a landscaped
area adjacent to the right-of-way less than twelve feet .
iii. A variation to Section 17.16.060 to allow the Property to be classified in the B-3
Planned Business Center District notwithstanding the otherwise applicable five-acre
minimum area.
iv. A variation to Section 17.28.050 to allow for the establishment of the Planned
Development on the Property by adoption of the plans attached as Exhibit D,
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without the necessity for compliance with the procedural requirements of Section
17.28.050.
Said Planned Development shall allow for, and may be conditioned on,the development
of the Project in accordance with the plans attached hereto and made a part hereof as
Exhibit D. The Planned Development shall also specifically allow for the possible future
development of a portion of the Property for the uses specified in clause(ii) of Recital W
of this Agreement.
(b)The Village does hereby agree that it shall not enforce, nor shall it order, direct, or
authorize the enforcement of,any provision of any Village code, ordinance,rule,
regulation,or order, including without limitation,the Zoning Ordinance and Building
Codes(collectively,the "Regulations"),that will interfere with Metra's ability to use the
Property for Operations consistent with Illinois law and the Operations conducted by it
throughout its system.
(c) In no event shall the Village condemn,take or exercise any power of eminent domain
(or induce or encourage other entities to commence any such proceedings) relative to all
or any portion of the Property, without the prior written consent of Metra.
(d) Any and all roadways and driveways located on the Property shall be deemed to be
private and not public roadways and the Village shall not have independent authority
over their operation.Any exercise by the Village of authority over driveways on the
Property shall only occur pursuant to the Village-Township IGA as defined hereinafter.
The Village shall, no later than ten(10)days after Metra's application therefor, issue
driveway permits to Metra for the Project, as is contemplated by Section 12.08.020 of the
Code, without the necessity for Metra to comply with the bonds and deposits provisions
of Section 12.04.020 or any other such requirements.
(e) Notwithstanding the foregoing and anything contained in this Agreement to the
contrary,the Village acknowledges and agrees that Metra's entering into this Agreement
shall not be construed as Metra's acquiescence to or acknowledgement of the application
by the Village of zoning regulations to Operations on the Property. More generally,the
Village acknowledges and agrees that Metra's acquiescence to or acknowledgement of
this Agreement shall not be deemed to constitute a waiver or limitation of any right,
claim (including,without limitation, any claim to exemption,pre-emption or non-
applicability) or privilege which Metra may have under applicable law,whether on
account of its status as a regional unit of local government or otherwise. Nothing
contained herein shall be deemed to confer upon any State, Federal or local regulatory
agency any jurisdiction, authority or control not otherwise conferred upon such body
under applicable law.
(f) The provisions of this Agreement shall supersede any and all provisions of the
Village Regulations that may be in conflict or inconsistent with the provisions of this
Agreement.
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(g) Except for the annexation of the Property pursuant to the terms of this Agreement,
the Village shall not annex,nor take or support any action or activity that has,or could
directly or indirectly have, the intent,purpose, effect or result of annexing or attempting
to annex to the Village or to any other municipality or unit of local government any other
portion of property owned by Metra without the express prior written consent of Metra,
which consent may be withheld for any or no reason.
(h) The Village agrees that the Project shall be erected and installed by Metra on the
Property in accordance with the plats and plans attached hereto as Exhibit D which have
been reviewed and approved by the Village. Notwithstanding this prior review and
approval by the Village,the Village acknowledges that Metra will seek or has sought
permits and authorizations for the Project from Lake County and the Village hereby
agrees to fully honor such permits and authorizations. Metra and the Village agree that, as
previously described herein, Metra will obtain for the Project permits from the Village
allowing for access to the Project and to the Wilson Easement from Prairie Road. The
Village agrees upon annexation of the Property to fully honor any and all such permits
issued by Lake County for the Project described on Exhibit D as if issued by the Village
itself. If Metra applies to the Village for any permits related to the Project,the Village
shall issue such permits without unreasonable delay or conditions.
(i) The Village agrees that,upon annexation of the Property, it will fully honor and not
interfere with the Township Agreement between Metra and the Township. Metra and the
Village acknowledge that the Township and Village plan to enter into a separate
agreement by which the Village is authorized to carry out certain of the Township's rights
and obligations under the Township Agreement on Metra's Property (the"Village-
Township IGA'). The Village agrees that the Village-Township IGA will not be fully
effective until Metra provides its written consent to the execution of the Village-
Township IGA. Upon execution by the Village and Township,the Village-Township
IGA shall be incorporated by reference as Exhibit E to this Agreement. Metra's consent
to the execution of the Village-Township IGA shall reflect solely Metra's consent to the
scope of the Village's activities on the Property as set forth on the Village-Township
IGA. Any agreement by the Village to any expanded or changed activities on Metra's
Property without Metra's prior written consent, shall constitute a breach of this
Agreement. The Project shall not be considered a"Village commuter parking lot"within
the scope of Section 3.52.010 et. seq. of the Code.
5. Utilities and Stormwater Facilities. The Village agrees to permit Metra to
connect to the Village's water main and sanitary and storm utilities. Except for any fees due to
Lake County,the Village agrees to waive all inspection,tap-on connection, and front footage
fees for water and sanitary sewer as otherwise required by the Code.
6. Fee Waivers. In connection with the matters described herein, the Village
hereby waives any Village fees, impositions, charges, donations or other payments or exactions
of any kind or nature whatsoever, including without limitation application fees,or other Village
charges imposed for annexations or for processing applications for zoning amendments, special
7
uses, variations or exceptions, it being acknowledged and agreed that no such Village charges
shall be imposed on Metra in connection with the subject matter of this Agreement.
7. Further Assurances. The Village and the Corporate Authorities agree to
enact such resolutions and ordinances, do all things necessary or appropriate, or take such other
action as may be necessary or desirable to enable the Village and the Corporate Authorities to
comply with the terms of this Agreement and to permit Metra to realize the full benefit hereof.
In addition,the Corporate Authorities agree to do all things that may be necessary from time to
time to enable Metra to continue to use the Property and the structures and improvements located
thereon for Operations, including specifically, commuter rail and accessory purposes.
8. No Third Party Beneficiaries. If Metra elects not to file a petition for
annexation to the Village pursuant to this Agreement or obtains the disconnection of its Property
pursuant to Section 11, neither party shall have any continuing obligation to the other party,
except the terms and conditions of Section 9 of this Agreement shall survive the expiration or
termination of this Agreement. Metra's consideration of and,if applicable, its execution of this
Agreement shall in no way be deemed to confer any rights on any third parties and Metra and the
Village hereby disclaim the existence of any third party beneficiaries of this Agreement.
9. Indemnity. The Village hereby agrees to indemnify,defend(with
counsel acceptable to Metra) and hold harmless Metra, its parents, subsidiaries and affiliated
entities and their respective successors and assigns,and the officers,directors, employees, agents
and legal representatives of each of them(collectively, the "Metra Indemnitees") from and
against any and all claims, demands, actions,proceedings, suits and/or causes of action
(including,without limitation,reasonable attorneys' fees and costs) and other liabilities of any
third parties("Claims") asserted,raised or brought against any of the Metra Indemnitees and any
and all losses, costs, claims, liabilities and expenses sustained or incurred by any Metra
Indemnitee as a result of or arising from any such Claim("Losses")that are caused by the
annexation or disconnection of the Property, except to the extent such Claims and/or Losses are
caused by a breach of the Agreement by Metra. Without limiting the generality of the foregoing,
the Village hereby agrees to pay for all reasonable legal costs and expenses incurred by Metra or
any of the Metra Indemnitees in connection with any Claims which(a)constitute a challenge,
other than by a Metra Indemnitee,to(i)the annexation or disconnection of the Property pursuant
to the terms and conditions of this Agreement and/or(ii)the enforceability of all or any of the
provisions of this Agreement, or(b)relate,whether or not a court action is filed, to the subject
matter of this Agreement, except to the extent such Claims are caused by a breach of the
Agreement by Metra. The Village acknowledges and agrees that the foregoing indemnity
constitutes a material portion of the bargained for consideration received by Metra in exchange
for its agreement to have the Property annexed to the Village hereunder. The Village further
acknowledges and agrees that it is contractually bound by the foregoing indemnity to appropriate
such funds as may be required from time to time to satisfy the Village's obligations hereunder.
10. Defense and Enforcement of Agreement. The Parties agree to the
following terms and conditions regarding the defense and enforcement of their respective rights
and obligations under this Agreement:
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(a) Metra, subject to its right to indemnification under Section 9 hereof, and the
Village shall take all actions necessary or appropriate to defend the validity of this
Agreement and all actions taken and all documents executed pursuant to or in connection
with this Agreement.
(b) This Agreement shall be enforceable in any court of competent jurisdiction by
each of the parties hereto by any appropriate action at law or equity, including without
limitation any action to secure the performance of the representations,promises,
covenants,agreements and obligations contained herein,by mandamus, specific
performance, injunction or otherwise, or by any action to obtain money damages for a
breach of this Agreement. The parties acknowledge that any failure by either of them to
perform their respective representations, promises, covenants, agreements or obligations
under this Agreement will cause immediate and irreparable harm for which no adequate
legal remedy will be available. Accordingly, each party waives all defenses to requests
for equitable relief based on the purported absence of immediate, irreparable harm or the
availability of adequate legal remedies.
(c) The failure of either party to insist upon the strict enforcement and prompt
performance of the representations,promises, covenants, agreements and obligations set
forth in this Agreement shall not constitute or be construed as a waiver or relinquishment
of such party's right thereafter to enforce any such representation,promise, covenant,
agreement or obligation,but the same shall continue in full force and effect.
(d) The rights and remedies set forth in this Agreement(including Metra's right and
remedy of disconnection as set forth in Section 11 hereof) are non-exclusive and
cumulative in nature. Either party may exercise any one or more of the rights or
remedies described herein or resort to any other remedy available to such party at law or
in equity without first exhausting and without impairing any right or remedy afforded
hereby.
11. Right to Disconnect. The Village and Metra agree that Metra may(without
any obligation to do so) elect to disconnect from the Village all or any portion of the Property at
any time during the term of this Agreement if the Village breaches, in any material respect, or
fails to perform any material obligation in a timely manner any of the Village's representations,
warranties, undertakings, indemnities,covenants or agreements contained in Sections 4(b), 4(c),
4(e) and 4(f) of this Agreement. The Village shall be allowed sixty(60) days after written notice
from Metra to cure any alleged breach of or failure to perform the Village's obligations as set
forth in this Agreement. In the event that any of the terms and conditions contained in Sections 4,
6, 7, 8, 9, 10, 11, 12 and 18 hereof are determined by a court of competent jurisdiction to be
invalid or unenforceable in any material respect, then, at Metra's option,the Property may be
declared to have been invalidly annexed, and in such event,Metra shall be entitled to obtain an
order disconnecting the Property from the Village as an invalidly annexed parcel in the manner
provided under Section 7-1-48 of the-Illinois Municipal Code, 65 ILCS 5/7-1-48.
12. Term. Consistent with the Intergovernmental Cooperation Act(5 ILCS
220/1 et. seq.),the following provisions,which govern the ongoing relationship of the Village
9
and Metra with respect to the Project upon the completion of construction and annexation, shall
be valid and binding upon the Village and Metra and their successors and assigns in perpetuity so
long as such successors or assigns are instrumentalities of government,whether federal, state or
local and the Property is used for Operations: Sections 4(b)through 4(g), 4(i), 5, 6, 7, 9, 10, 11,
13, 14, 16, 17 and 19. For other portions of the Agreement,and if a successor or assign of either
party to this Agreement(including specifically any successor in title to Property of Metra)is a
non-governmental party, the Agreement shall be valid and binding for a period of twenty(20)
years from and after the date of this Agreement; provided,however,that if such twenty(20) year
term as applied to this Agreement shall be held invalid by a court of competent jurisdiction or if
generally applicable law is altered so as to permit a longer term,the term shall be the maximum
term permitted by applicable law as of the date of this Agreement or such longer term as may be
subsequently allowed. This Agreement shall survive the annexation of the Property and shall not
be merged into or expunged in whole or in part by the annexation of the Property.
13. Binding Effect. This Agreement and the rights and obligations accruing
hereunder shall be binding upon and inure to the benefit of the parties hereto,and their respective
successors,assigns, lessees or licensees. The Village and Metra agree that the benefits and
burdens under this Agreement are not personal but run with the land comprising the Property.
This Agreement may be amended in writing from time to time with the consent of the parties
hereto pursuant to statute.Neither Party shall assign this Agreement to any person or entity
without the prior written consent of the other party.
14. Severabili1y. if any clause,phrase,provision or portion of this
Agreement or the application thereof to any person or circumstance shall be held to be invalid or
unenforceable under applicable law by a court of competent jurisdiction, such invalidity or
unenforceability shall not affect, impair or render invalid or unenforceable any other provision of
this Agreement,nor shall it affect the application of such clause, phrase,provision or portion
hereof to any other persons or circumstances,and the parties agree to amend this Agreement by
replacing the invalid or unenforceable term with such other terms and conditions as will give the
fullest possible effect,within the limits of applicable law,to the intentions and understandings of
the parties as set forth in this Agreement. Further rights available to Metra in the case of a
declaration of invalidity or unenforceability are set forth in Section 11 of this Agreement.
15. AMIhorily. The Village hereby represents and warrants that this Agreement
was authorized and approved by the Corporate Authorities pursuant to its Ordinance No. 2005-
40 adopted on July 18,2005, and that no further action is required in order for this Agreement to
constitute the legally binding obligation of the Village, enforceable in accordance with the terms
and conditions hereof. Each party to this Agreement hereby represents and warrants to the other
that it has full power and authority to execute,deliver and perform their respective obligations
under this Agreement in accordance with its terms and conditions.
16. Cooperation. The Parties agree to do all things reasonably necessary or
appropriate to carry out the terms and provisions of this Agreement and to aid and assist each
other in furthering the objectives of this Agreement and the intent of the Parties as reflected by
the terms of this Agreement, including,without limitation,the enactment of such resolutions and
10
ordinances,the execution of such permits, applications and agreements, and the taking of such
other actions as may be necessary to enable the Parties' compliance with the terms and
provisions of this Agreement, and as may be necessary to give effect to the objectives of this
Agreement and the intentions of the Parties as reflected by the terms of this Agreement.
17. Notices. All notices, demands, elections, and other instruments
required or permitted to be given or made by either Party upon the other under the terms of this
Agreement or any statute shall be in writing. Such communications shall be deemed to have
been sufficiently served if sent by certified or registered mail with proper postage prepaid,hand
delivered or sent by facsimile transmission,with proof of successful transmission sent by regular
mail by the sending Party at the respective addresses shown below or to such other party or
address as either Party may from time to time furnish to the other in writing.
(a) Notices to Metra shall be sent to:
Commuter Rail Division
547 W. Jackson Boulevard
Chicago, Illinois 60661
Attn: Director, Real Estate& Contract Management
Phone: (312) 322-8005
Fax: (312) 322-7098
With a copy to Metra's attorney:
General Counsel, Floor 13E
Commuter Rail Division
547 W. Jackson Boulevard
Chicago, Illinois 60661
Phone: (312)322-6699
Fax: (312) 322-6698
(b) Notices to the Village shall be sent to:
Village Clerk
Village of Buffalo Grove
50 Raupp Boulevard
Buffalo Grove, IL 60089
With a copy to the Village's attorney:
William G. Raysa,Esq.
Raysa&Zimmermann, LLC
22 South Washington Avenue
Park Ridge, IL 60068
847-268-8600 phone
847-268-8614 fax
11
Such notices, demands, elections and other instruments shall be considered delivered to recipient
on the second business day after deposit in the U.S.Mail, on the day of delivery if hand
delivered or on the first business day after successful transmission if sent by facsimile
transmission.
18. Rail Service. Metra makes no warranties or representations, expressed or
implied, as to continued rail service.
19. General.
(a) No waiver of any obligation or default of Village shall be implied from omission
by Metra to take any action on account of such obligation or default and no express
waiver shall affect any obligation or default other than the obligation or default specified
in the express waiver and then only for the time and to the extent therein stated.
(b) Section captions used in this Agreement are for convenience only and shall not
affect the construction of this Agreement. Whenever the context requires or permits, the
singular shall include the plural,the plural shall include the singular and the masculine,
feminine and neuter shall be freely interchangeable. In the event the time for
performance hereunder falls on a Saturday, Sunday or holiday,the actual time for
performance shall be the next business day.
(c) This Agreement shall be governed by the internal laws of the State of Illinois.
This Agreement provides for the development, and maintenance of real estate located
within the State of Illinois, and is to be performed within the State of Illinois.
Accordingly,this Agreement,and all questions of interpretation, construction, and
enforcement hereof, and all controversies hereunder shall be governed by the applicable
statutory and common law of the State of Illinois.
(d) This Agreement,together with the exhibits attached hereto (all of which are
incorporated herein by this reference), constitutes the entire Agreement between the
Parties with respect to the subject matter hereof. No changes, modifications or alterations
to this Agreement shall be effective without the written consent and authorization of the
Parties.
(e) Time is of the essence in this Agreement and all parties will make every
reasonable effort to expedite the subject matters hereof.
20. Counterparts. This Agreement may be simultaneously executed in several
counterparts, each of which so executed shall be deemed to be an original, and such counterparts
together shall constitute one and the same instrument.
[PURPOSELY LEFT BLANK]
12
IN WITNESS WHEREOF,the Corporate Authorities and Metra have caused this instrument to
be executed by their respective proper officials duly authorized to execute the same on the day
and the year first written.
VILLAGE OF BUFFALO GROVE
By: ����/
Elliott H. Hartstein, Village President
ATTEST:
Villege Clerk
COMMUTER RAIL DIVISION OF
THE REGIONAL TRANSPORTATION
AUTHORITY:
By:
Richard Tidwell, Deputy Executive Director
ATTEST:
Assistant Secretary
13
LIST OF EXHIBITS
A—Legal Description of Metra's Property
B—Plat of Annexation
C—Wilson Easement
D—Project plans—entitled Metra North Central Line,Prairie View Parking Lot Expansion, Bid
Set Construction Documents dated July 9, 2004, prepared by Smith Engineering Consultants,
Inc., consisting of 52 pages,of which Sheet C-06 is attached and the remainder is incorporated
by reference
E. —Village-Township IGA(incorporated by reference, when applicable)
14
Exhibit A—Metra Property
Metra—Prairie View east parking facility,tyPrairie Roa
d
(west side of Prairie Road across from Noah's Landing)
That part of the Northwest Quarter of the Northeast Quarter of Section 21, and the
Southeast Quarter of the Southwest Quarter and the Southwest Quarter of the Southeast
Quarter of Section 16, all in Township 43 North, Range 11 East of the Third Principal
Meridian more particularly described as follows: Commencing at the point of intersection
of the North line of Illinois State Highway 22 and the Westerly line of Prairie Road;
thence on an assumed bearing of North 21 degrees 20 minutes 13 seconds West along the
said Westerly line, a distance of 83.04 feet to the point of beginning; thence continuing
along said line, a distance of 661.34 feet to a point; thence South 68 degrees 37 minutes
32 seconds West a distance of 55.00 feet to a point; thence North 21 degrees 20 minutes
13 seconds West, a distance of 438.12 feet to a point; thence South 68 degrees 37
minutes 32 seconds West, a distance of 27.90 feet to a point on a line 23.0 feet Easterly
of, as measured perpendicular to,the main track centerline of the Wisconsin Central Ltd.;
thence South 21 degrees 22 minutes 28 seconds East along said line, a distance of
1142.33 feet to a point, said point being 3.91 feet Northerly of said North line of Illinois
State Highway 22 as measured along a line 23.0 feet Easterly of, as measured
perpendicular to, the main track centerline of the Wisconsin Central, Ltd.; thence North
41 degrees 02 minutes 35 seconds East, a distance of 92.72 feet to the point of beginning,
all in Lake County, Illinois.
STATE OF ILLINOIS ) ss.
COUNTY OF COOK )
CERTIFICATE
I,Janet M. Sirabian,certify that I am the duly elected
and acting Village Clerk of the Village of Buffalo
Grove,Cook and Lake Counties,Illinois.
I further certify that on July 18, 2005, the Corporate
Authorities of the Village passed and approved
Ordinance No. 2005-40 entitled: An Ordinance
approving an Intergovernmental and Annexation
Agreement for the Metra-Prairie View West Parking
Area, Prairie Road provided by its terms that it
should be published in pamphlet form.
The pamphlet form of Ordinance No. 2005-40,
including the Ordinance and a sheet thereof, was
prepared, and a copy of such Ordinance was posted
in and at the Village Hall, commencing July 19,
2005, and continuing for at least ten days thereafter.
Copies of such Ordinance were also available for
public inspection upon request in the Office of
Village Clerk.
Dated at Buffalo Grove, Illinois, this 19th day of
July, 2005.
Villa Clerk
YL
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