Loading...
CITY COUNCIL 2014/03/03 Agenda THE CITY OF LAKE FOREST CITY COUNCIL AGENDA Monday, March 3, 2014 7:30 pm City Hall Council Chambers Honorable Mayor, Donald Schoenheider Kent Novit, Alderman First Ward Stanford Tack, Alderman Third Ward Catherine Waldeck, Alderman First Ward Jack Reisenberg, Alderman Third Ward David Moore, Alderman Second Ward Robert Palmer, Alderman Fourth Ward George Pandaleon, Alderman Second Ward Michael Adelman, Alderman Fourth Ward CALL TO ORDER AND ROLL CALL PLEDGE OF ALLEGIANCE REPORTS OF CITY OFFICERS 1. COMMENTS BY MAYOR 7:30 p.m. A. Appointment by Mayor Gorton A copy of the Volunteer Profile sheet begins on page 8. COUNCIL ACTION: Approve appointment recommended by Mayor Schoenheider B. Arbor Day Proclamation A copy of the Proclamation can be found on page 10. 2. COMMENTS BY CITY MANAGER 7:45 p.m. A. Community Spotlight – Ravine Education and Outreach Program Curt Volkmann, Chairman Lake Forest Collaborative for Environmental Leadership 3. COMMENTS BY COUNCIL MEMBERS 8:00 p.m. 4. OPPORTUNITY FOR CITIZENS TO ADDRESS THE CITY COUNCIL ON NON-AGENDA ITEMS 5. ITEMS FOR OMNIBUS VOTE CONSIDERATION 8:05 p.m. NAME OF MEMBER APPOINT/REAPPOINT WARD Sarah Lamphere Appoint 1 1 March 3, 2014 City Council Agenda 1. Approval of the February 18, 2014 City Council minutes. A copy of the minutes begins on page 11. 2. Re-Ratify the Approval of the January 21, 2014 minutes of the City Council. STAFF CONTACT: Margaret Boyer, Deputy City Clerk (810-3674) PURPOSE AND ACTION REQUESTED: Staff recommends re-ratification of the January 21, 2014 City Council minutes due to scriveners error. A copy of the corrected minutes begins on page 14 showing the modifications. COUNCIL ACTION: Re-Ratify the Approval of the January 21, 2014 minutes of the City Council. 3. Check Register Check Register For Period January 25 - February 21, 2014 Fund Invoice Payroll Total General 472,554 1,200,280 1,672,834 Water & Sewer 70,818 125,464 196,283 Parks & Recreation 97,208 311,509 408,717 Capital Improvements 70,578 0 70,578 Bond Funds - Projects 0 0 0 Motor Fuel Tax 0 0 0 Cemetery 3,066 16,436 19,502 Senior Resources 10,088 21,196 31,284 Deerpath Golf Course 23,464 18,388 41,852 Fleet 157,543 44,291 201,834 Debt Funds 0 0 0 Housing Trust 0 0 0 Park & Public Land 0 0 0 All other Funds 207,830 146,107 353,937 $ 1,113,150 $ 1,883,671 $ 2,996,822 4. Approval of a Sales Contract to Purchase Wedgewood Lot #23 Property STAFF CONTACT: Carina Walters, Assistant City Manager (810-3680) COUNCIL ACTION: Staff recommends approval of a sales contract for the purchase of Wedgewood Lot #23 and granting and/or ratifying the authority of the City Manager to execute all necessary documents related to the sale of Wedgewood Lot #23. 5. Approval of a Resolution Authorizing Application to the 2014 ComEd Green Region Program STAFF CONTACT: Chuck Myers, Superintendent of Parks & Forestry (810-3565) 2 March 3, 2014 City Council Agenda PURPOSE AND ACTION REQUESTED: Staff requests approval of a Resolution to authorize the application for the 2014 ComEd Green Region Program grant. A copy of the proposed Resolution can be found beginning on page 21. BACKGROUND/DISCUSSION: The ComEd Green Region Program is designed to support municipalities, townships, park districts, and other local governments in northern Illinois with their ongoing efforts to protect or improve public spaces. Recognizing that open space in our communities is crucial to the quality of our lives, ComEd designed the program to assist local communities in these efforts by providing funding for some expenses towards these goals. This project is a collaborative restoration program with ComEd to remove invasive plants along a popular, heavily-traveled 2.5-mile section of the Robert McClory Bike Path in Lake Forest. This 2.5 mile section is known as the North Shore Prairie Bike Path (NSBP) in Lake Forest. For most of its length the landscape is highly-degraded with weedy brush and trees. However, between Illinois and Old Elm Roads in Lake Forest, a stretch of rare, original prairie has survived. This 22-acre section varies in width and encompasses the NSRR right-of-way and portions of the Metra/Union Pacific North Line (M/UP) right-of-way. For many years, the City and Lake Forest Open Lands Association (LFOLA) have partnered to manage the open lands in this corridor. LFOLA has made great progress in knocking back buckthorn, honeysuckle, black locust, phragmites, cut-leaf teasel, white sweet clover, Canada thistle, cattails, reed canary grass and purple loosestrife while also protecting prairie species on site. If approved, this grant will provide funding to greatly expand the efforts to control the many invasive weeds that threaten this high quality prairie area. BUDGET/FISCAL IMPACT: The total project cost is $20,000 for the work that is proposed in the grant application. Lake Forest Open Lands has secured $8,000 from the Lake Forest Garden Club for restoration work in the project area, that will be used as a match for the grant; as well as $2,000 from the City’s Parks Maintenance budget, for a total match of $10,000. We are asking for the remaining $10,000 for the project to come from a grant through the ComEd Green Region Program. Below is an estimated summary of Project budget: FY2014 Funding Source Amount Budgeted Amount Requested Budgeted? Y/N Parks Operational Budget $2000 $2000 Y COUNCIL ACTION: If determined to be appropriate by the City Council, approve Resolution to Authorize the Application for the 2014 ComEd Green Region Program Grant. 6. Request Approval of the Forest Park Demonstration Project Plans STAFF CONTACT: Chuck Myers, Superintendent of Parks & Forestry (810-3565) 3 March 3, 2014 City Council Agenda PURPOSE AND ACTION REQUESTED: Staff is requesting City Council approve the Demonstration Project Plans and authorize the Forest Park Project Corporation (FPPC hereafter) and The City of Lake Forest, to proceed with the Demonstration Project with the goal of substantially completing such work by June, 2014. Some additional landscaping likely will take place in the fall. BACKGROUND/DISCUSSION: On July 1, 2013 City Council approved the agreement to proceed with the Forest Park Board Corporation and waive the bidding process for site improvements at Forest Park. The scope of the Site Improvement Project included the reconstruction and relocation of the Ring Road, the reconstruction of a re-designed South Parking Lot, a new storm sewer system, and a new electrical infrastructure for street and pathway lighting. By the end of calendar year 2013, the FPPC and the City were successful in significantly completing the Site Improvement Project. Pursuant to Section 2-1: A &B, of the Forest Park Agreement, the FPPC submitted Demonstration Project Plans to the City for review. The scope of the Demonstration Project includes new hardscape items throughout the park (e.g. benches, light bollards, garbage receptacles, etc.) and new landscaping components, including planting of numerous trees, shrubs and perennial plants. City staff’s review found the Demonstration Project Plans to be consistent with the Master Plan and consistent with good horticultural, arboricultural and engineering practices. As part of the City’s review, staff also evaluated the Forest Park Natural Areas Management Plan and found it very comprehensive and acceptable. Work at the park has stopped during the winter months and is planned to begin as weather permits in the spring of 2014. Any remaining site improvement work not completed by June will be held and finished in the fall. An implementation schedule for the Demonstration Project is attached on page 22. BUDGET/FISCAL IMPACT The City has committed to and paid $800,000 for the Site Development phase. The remaining expenses to complete the Site Development phase and the Demonstration Project phase will be paid entirely by the FPPC. Attached on page23 is a summary of the FPPC budget for the completion of the Site Development phase and for the Demonstration Project phase. COUNCIL ACTION: If determined to be appropriate by the City Council, staff is recommending approval of the Forest Park Demonstration Project Plans. 7. Award of Bid for the Public Safety Vertical Platform Lift Project STAFF CONTACT: Dan Martin, Superintendent of Public Works (810-3561) PURPOSE AND ACTION REQUESTED: Staff is requesting City Council authorization to award a two part bid for the Public Safety Vertical Platform Lift Project to Integrity Elevators and Lifts for the vertical lift unit and to MAG Construction for the construction of the shaft. If awarded, the project to install a vertical lift for accessibility to the lower level would be completed in spring, 2014. 4 March 3, 2014 City Council Agenda BACKGROUND/DISCUSSION: In the fall of 2012, PHN Architects conducted a comprehensive accessibility audit that covered thirty-one of the City’s facilities to identify issues of non-compliance with the 2010 Modifications of the Title II of the Americans with Disability Act. The results of the audit were entered into a comprehensive report that staff reviewed and prioritized the items needing to be addressed. Providing proper accessibility to the lower level of the Public Safety Building’s police locker rooms, the fitness room, and the break room were identified as high priorities. The proposed new vertical platform lift would provide the necessary accessibility. The vertical platform lift would be installed in place of the existing central stairwell. Staff contracted with PHN Architects to design the layout for the vertical lift platform. The design requires the entire stairwell to be removed and a new shaft for the lift be built in the back half of the opening. On the lower level, the remaining space at the front of the existing stairwell will be converted into a storage room, while the space on the main level will be left for a future vending area. To avoid the equipment from being marked-up through the bidding process, staff bid the project in two phases: Phase one included the purchase of the vertical platform lift equipment (Integrity Elevators and Lifts); and phase two, the build-out of the shaft and surrounding space (MAG Construction). The City’s Building Maintenance Section will perform project management, demolition, and the electrical portion of the project. BUDGET/FISCAL IMPACT: At the February 10, 2014 Public Works Committee Meeting, the Committee endorsed the Six-Year Transition Plan, including $70,000 for F.Y.14, to be paid from the Special Recreation levy funds, in order for the City to be compliant with the 2010 Modifications of the Title II of the Americans with Disability Act. On January 9, 2014, staff received the following bids for the Vertical Platform Lift portion of this project: On February 13, 2014, staff received the following bids for the Build-Out portion of this project: Company Total cost MAG Construction $48,950.00 Efraim Carlson & Son, Inc. $52,950.00 Foxfield Construction $57,900.00 MC Building, Inc. $61,855.00 Staff and PHN Architects reviewed the project scope and determined that both Integrity Elevators and Lifts and MAG Construction proposals met all of the required project Company Total cost Integrity Elevators and Lifts $24,120.00 Home Mobility Solutions $24,960.00 Garaventa USA $25,313.00 Extended Home Living Services $25,800.00 Access Unlimited Rejected 5 March 3, 2014 City Council Agenda specifications and their references gave favorable responses. Savings from C.I.P. will be used to cover the overage of $6,723.50. FY2014 Funding Source Account Number Account Budget Amount Requested Budgeted? Y/N Special Recreation Fund, Capital Outlay 224-8026-451-75-01 $70,000 $76,723.50 Y COUNCIL ACTION: Award of a contract for the Vertical Platform Lift to Integrity Elevators and Lifts for $24,120 and award of contract for construction services to accommodate the vertical platform lift to MAG Construction for $48,950, for a combined amount of $73,070.00. Additionally, staff is requesting a $3,650.00 contingency for any unforeseen problems during the project. COUNCIL ACTION: Approve the seven (7) Omnibus items as presented. 6. ORDINANCES 8:15 p.m. 7. NEW BUSINESS 8:15 p.m. 1. Approval of an Elawa Farm Operating Agreement between The City of Lake Forest and Elawa Farm Foundation STAFF CONTACT: ROBERT KIELY, CITY MANAGER AND VICTOR FILIPPINI, CITY ATTORNEY PURPOSE AND ACTION REQUESTED: Staff requests approval of an Elawa Farm Operating Agreement between the City and Elawa Farm Foundation which relates to the use, operation and management of the historic gentleman’s farm complex. BACKGROUND/DISCUSSION: Over the past 12 months, the City and Elawa Farm Foundation have been working collaboratively towards a mutually beneficial operating agreement to address the long-term use, operation and management of Elawa Farm. Conversation about such an operating agreement have been taking place for much longer, but the matter was tabled until the Gorton Operating Agreement was finalized and in place. The Gorton Agreement serves as a template for this agreement with the only major difference being that the Elawa Commission will remain in place as an oversight board for the City Council. The proposed operating agreement was presented to the Property and Public Land (PPL) Committee at their Dec., 2013 meeting. Background information including the Operating Agreement can be found beginning on page 25. COUNCIL ACTION: Approval of an Elawa Farm Operating Agreement with the Elawa Farm Foundation. 6 March 3, 2014 City Council Agenda 8. ADDITIONAL ITEMS FOR COUNCIL DISCUSSION 8:50 p.m. 9. ADJOURNMENT 9:00 p.m. Office of the City Manager February 26, 2014 The City of Lake Forest is subject to the requirements of the Americans with Disabilities Act of 1990. Individuals with disabilities who plan to attend this meeting and who require certain accommodations in order to allow them to observe and/or participate in this meeting, or who have questions regarding the accessibility of the meeting or the facilities, are required to contact City Manager Robert R. Kiely, Jr., at (847) 234-2600 promptly to allow the City to make reasonable accommodations for those persons. 7 8 9 PROCLAMATION WHEREAS, Arbor Day will be officially observed in the State of Illinois on Friday, April 25, 2014, by proclamation of the Governor and the planting of trees on Arbor Day is a traditional activity throughout the State and The City of Lake Forest, and WHEREAS, Lake Forest, with its environment of natural areas, is particularly dedicated to the observance of this day and has consistency throughout its history enacted ordinances to preserve its trees and other natural assets, and WHEREAS, citizen groups, garden clubs, and private and public institutions have actively supported preservation efforts and the renewal of natural areas through tree planting and landscape projects, and WHEREAS, the celebration of Arbor Day 2014 in Lake Forest will include the distribution of 2,000 Red Oak seedlings to students in public and private elementary schools, and Arbor Day 2014 will be celebrated throughout the day in programs at schools and other locations; and at Lake Forest High School (located at 1285 N. McKinley Road, Lake Forest), on Friday, April 25th at 10:00 a.m., where the City’s official Arbor Day tree, one White Oak tree, will be planted, and WHEREAS, trees in our City, wherever they are planted, increase property values, enhance our business and residential areas, beautify our community, and are a source of joy to gladden the hearts and promote the environmental well-being of present and future generations, and WHEREAS, The City of Lake Forest has been recognized as Tree City USA for thirty- three consecutive years by the National Arbor Day Foundation, NOW, THEREFORE, I, Donald P. Schoenheider, Mayor of The City of Lake Forest, do hereby proclaim Friday, April 25, 2014, as ARBOR DAY in The City of Lake Forest, and I urge all citizens to support efforts to protect our trees and woodlands, to support our City’s forestry program, to plant trees on this day, and to join in the celebration ceremonies. IN WITNESS HEREOF, I have hereunder set my hand and have had the Seal of The City of Lake Forest affixed this 3rd day of March, 2014. ____________________ Donald P. Schoenheider Mayor 10 The City of Lake Forest CITY COUNCIL Proceedings of the February 18, 2014 Regular Meeting 7:30 p.m. – Council Chambers CALL TO ORDER AND ROLL CALL: Mayor Schoenheider called the meeting to order at 7:30 pm, and Deputy City Clerk Margaret Boyer called the roll of Council members. Present: Honorable Mayor Schoenheider, Alderman Novit, Alderman Moore, Alderman Pandaleon, Alderman Tack, Alderman Palmer and Alderman Adelman. Absent: Alderman Waldeck, Alderman Reisenberg. Also present were: Robert Kiely, City Manager; Vic Filippini, City Attorney; Andrew Fiske, City Attorney; Carina Walters, Assistant City Manager; Catherine Czerniak, Director of Community Development; Susan Banks, Communications Manager, Michael Thomas, Director of Public Works, Dan Martin, Superintendent of Public Works, and Anne Whipple. PLEDGE OF ALLEGIANCE: The Pledge of Allegiance was recited by all in attendance. There were approximately 20 present in the audience. REPORTS OF CITY OFFICERS Comments by Mayor Mayor Schoenheider thanked Michael Thomas and the Public Works Department and reminded residents to check sump pumps and catch basins in case of potential flooding from rain. Comments by City Manager A. Susan Kelsey, Economic Coordinator -Market Square Update City Manager Robert Kiely introduced Michael Schreiber and Domenic Lanni, Managing Principals of L3 Capital, the new owner of Market Square. The two gentlemen gave an over view of their goals for Market Square. Mr. Schreiber explained what L3 stands for, “location, location, location.” He stated that L3 truly understands what an asset Market Square is to the community and that Market Square is considered to be the most iconic properties in the Midwest. He reported that restoration has begun, with the first priority being life safety. They are working closely with City Staff to resolve existing issues. Secondly, they wish to preserve the historical value of the 100+ year old structure and thirdly, they will enhance the 11 Proceedings of the February 3, 2014 Regular City Council Meeting already-great place to be and shop. He said a team of 20 design professionals is ready to bring a great plan forward as early as March 19 to the Plan Commission. Mr. Schreiber thanked Catherine Czerniak, Director of Community Development, and the Lake Forest Fire Department, who will assist them in putting a plan in place to address gaps in current conditions. He went on to say that L3’s marketing team has recognized local and national retail tenants that will drive traffic sales and revenue. He said they plan to promote this through social media, website, etc. And lastly, Mr. Schreiber thanked the community for the support in the acquisition of Market Square, and that it is a great treasure and true centerpiece of the City. Mayor Schoenheider thanked Mr. Schreiber and Mr. Lanni for their commitment and that it was clear how deep and true it was for this community. COMMENTS BY COUNCIL MEMBERS Alderman Novit added that at the February 10 Public Works Committee they discussed and endorsed the City’s 6-year Transition Plan in order to comply with the 2010 Modifications to the Americans with Disabilities Act. The City will use its special recreation tax levy, which was enacted in 2004 due to pressures on operational funds, to fund the needed improvements. The special recreation levy has a sufficient fund balance and levy rate to pay for the identified projects at City facilities and parks. On average, the City will fund $68,000 per year for a total of $407,880 over the six years. The Transition Plan also has contingency funds built into its annual budget to allow flexibility to address additional needs that may arise. As part of the implementation of the Transition Plan, individual projects will be presented to the Council consistent with the purchasing provisions of the City Code. OPPORTUNITY FOR CITIZENS TO ADDRESS THE CITY COUNCIL ON NON-AGENDA ITEMS None. ITEMS FOR OMNIBUS VOTE CONSIDERATION 1. Approval of the February 3, 2014 City Council minutes. 2. Approval of a Sales Contract to Purchase Wedgewood Lot #23 Property. 3 Approval of an Agreement for Professional Services with Stand Associates, Inc. to Conduct a Comprehensive Performance Study of the Water Treatment Plant. COUNCIL ACTION: Approve the three (3) Omnibus items as presented. Mayor Schoenheider informed the City Council that item # 2 would be removed and that there would only be two items on the Omnibus Agenda. 12 Proceedings of the February 3, 2014 Regular City Council Meeting Alderman Novit made a motion to approve by Omnibus vote designation with item #2 removed, seconded by Alderman Pandaleon. The following voted “Yea”: Aldermen Novit, Moore, Pandaleon, Tack, Palmer and Adelman. The following voted “Nay”: None. 6 Yeas, 0 Nays, motion carried. Information such as Purpose and Action Requested, Background/Discussion, Budget/Fiscal Impact, Recommended Action and a Staff Contact as it relates to the Omnibus items can be found on the agenda. ORDINANCES 1. Consideration of an Ordinance approving a Fee Schedule for The City of Lake Forest (Final Approval) Alderman Palmer made a motion approving a Fee Schedule for The City of Lake Forest (Final Approval), seconded by Alderman Novit. The following voted “Yea”: Aldermen Novit, Moore, Pandaleon, Tack, Palmer and Adelman. The following voted “Nay” None. 6 Yeas, 0 Nays, motion carried. NEW BUSINESS None ADDITIONAL ITEMS FOR COUNCIL DISCUSSION None ADJOURNMENT There being no further business. Alderman Adelman made a motion to adjourn, seconded by Alderman Pandaleon Motion carried unanimously by voice vote at 7:43 p.m. Respectfully Submitted, Margaret Boyer Deputy City Clerk A video of the City Council meeting is available for viewing at the Lake Forest Library and on file in the Clerk’s office at City Hall. You can also view it on the website by visiting www.cityoflakeforest.com. Click on I Want To, then click on View, then choose Archived Meetings Videos. 13 The City of Lake Forest CITY COUNCIL Proceedings of the January 21, 2014 Regular Meeting 7:30 p.m. – Council Chambers CALL TO ORDER AND ROLL CALL: Mayor Schoenheider called the meeting to order at 7:30 pm, and Deputy City Clerk Margaret Boyer called the roll of Council members. Present: Honorable Mayor Schoenheider, Alderman Novit, Alderman Waldeck, Alderman Moore, Alderman Pandaleon, Alderman Tack, Alderman Reisenberg, Alderman Palmer and Alderman Adelman. Absent: None Also present were: Robert Kiely, City Manager; Vic Filippini, City Attorney; Andrew Fiske, City Attorney; Carina Walters, Assistant City Manager; Catherine Czerniak, Director of Community Development; Susan Banks, Communications Manager, Michael Thomas, Director of Public Works, Dan Martin, Superintendent of Public Works, Karl Walldorf, Deputy Chief of Police, Jim Held, Chief of Police; .Kevin Issel, Fire Chief, Desha Kalmar, Director of Human Resources, Mary Van Arsdale, Director of Parks and Recreation; Sally Swarthout, Superintendent of Recreation; and Anne Whipple. PLEDGE OF ALLEGIANCE: The Pledge of Allegiance was recited by all in attendance. There were approximately 20 present in the audience. REPORTS OF CITY OFFICERS Comments by Mayor Mayor Schoenheider commended Michael Thomas, the Director of Public Works and the snow removal teams for all their hard work this season. He also said that the City of Lake Forest has lost a great civic leader and friend with the passing of Wes Dixon. Mr. Dixon was active in the City, including the Lake Forest Day Foundation and numerous conservation groups. Comments by City Manager A. Lake Forest- Lake Bluff Rotary Club 2014 Economic Breakfast “Fiscal State of Illinois: Fitness or Folly?” City Manager Robert Kiely told the Council that the City of Lake Forest will have a table at this fundraiser and that Council member’s interested in attending should contact his office. B. Community Spotlight 14 Proceedings of the January 21, 2014 Regular City Council Meeting Kinderhaven Philanthropic Compassion Projects Mary Van Arsdale, Director of Parks and Recreation, introduced Dr. Penny Robbins, Director of Kinderhaven. Dr. Robbins reported that Kinderhaven is one of the only Reggio Emila- inspired preschools in the area, and that “compassion” is at the heart of Kinderhaven, through the staff, children and projects chosen. The Brown, Lockhart, Sands, and Sinclair Families were in attendance along with Kinderhaven teaching staff. A short video was shown. COMMENTS BY COUNCIL MEMBERS Alderman Moore thanked the Lake Forest Fire Department for their prompt response to his call. OPPORTUNITY FOR CITIZENS TO ADDRESS THE CITY COUNCIL ON NON-AGENDA ITEMS None. ITEMS FOR OMNIBUS VOTE CONSIDERATION 1. Approval of the January 6, 2014 City Council minutes. 2. Approval of a Sales Contracts to Purchase Wedgewood Property 3. Illinois Department of Transportation (IDOT) resolution appropriating $1,720,000 in Motor Fuel Tax (MFT) funds to be used for the 2014 Annual Street Resurfacing (ASR) Program. COUNCIL ACTION: Approve the Three (3) Omnibus items as presented. Alderman Novit made a motion to approve by Omnibus vote designation as noted; item # 2 was read as Approval of a sales contract to purchase Wedgewood property lots 22 and 24, seconded by Alderman Pandaleon. The following voted “Yea”: Aldermen Novit, Waldeck, Moore, Pandaleon, Tack, Reisenberg, Palmer and Adelman. The following voted “Nay”: None. 8 Yeas, 0 Nays, motion carried. Information such as Purpose and Action Requested, Background/Discussion, Budget/Fiscal Impact, Recommended Action and a Staff Contact as it relates to the Omnibus items can be found on the agenda. ORDINANCES NEW BUSINESS 15 Proceedings of the January 21, 2014 Regular City Council Meeting 1. Consideration of a Recommendation from the Plan Commission in Support of Tentative and Final Plat Approval of a 2-Lot Re-Subdivision, the Green Briar Re- Subdivision. The Property is Located on the north side of Green Briar Lane, east of Maywood Road and is Commonly Known as 700 Green Briar Lane. (Approval of a Motion Granting Tentative and Final Plat Approval) Catherine Czerniak, Director of Community Development told the Council that In November, 2013, the Plan Commission considered a request from the owners of the 44,377 square foot property located at 700 Green Briar Lane for approval of a two lot re-subdivision. The property is currently developed with one single family house which was built in 1953. The Property is currently zoned R-4. After subdivision, the two newly configured lots, each 22,197 square feet in size, will be redeveloped with new residences. The Plan Commission held a public hearing to consider the request and heard testimony from two neighboring property owners about drainage problems in the area. In response to the testimony, the Plan Commission recommended conditions of approval that include a drainage easement at the time the two lots are developed. In addition, the Commission recommended a condition requiring that at the time grading and drainage plans are submitted for new development on the lots, the plans are made available to the neighboring property owner to provide an opportunity for coordination of grading and drainage improvements. She reported that the Plan Commission voted 5 to 0 in favor of a tentative and final plat approval for the Green Briar re-subdivision to the City Council. City staff from Public Works - Engineering and Community Development met with the neighboring property owner to discuss the proposed development and to review improvements that could be made, in coordination with the new development, to improve the existing situation. As plans for development of the lots move forward, City staff will continue to communicate with the neighboring property owner and identify opportunities for coordination. James Hopkinsen of 744 Greenbriar offered his opinion on the topic. Ann Russel, neighbor to the east of the property offered her opinion on the topic. Since the opinion offered referred to a ravine that had been filled in, City Engineer, Bob Ells offered that the Lake County Watershed Ordinance would be adhered to in the new plans. City Attorney Victor Filippini explained to the City Council that the Illinois Drainage Act protects neighbors. COUNCIL ACTION: If determined to be appropriate by the City Council, approve a motion granting tentative and final plat approval for the Green Briar Re-Subdivision subject to conditions as recommended by the Plan Commission. Alderman Reisenberg made a motion to approve a motion granting tentative and final plat approval for the Green Briar Re-Subdivision subject to conditions as recommended by the Plan Commission, seconded by Alderman Pandaleon. The following voted “Yea”: Aldermen Novit, Waldeck, Moore, Pandaleon, Tack, Reisenberg, Palmer and Adelman. The following voted “Nay”: None. 8 Yeas, 0 Nays, motion carried. 16 Proceedings of the January 21, 2014 Regular City Council Meeting 2. Consideration of a Recommendation from the Plan Commission in Support of the Overall Site Plan, Architectural Design, Exterior Lighting Plan and Landscape Concept Plan for the Revitalization of Northwestern Lake Forest Hospital. (Approval of a Resolution.) Catherine Czerniak, Director of Community Development, said that the City Council is asked to consider a recommendation from the Plan Commission relating to approval of plans for the replacement hospital on the Northwestern Lake Forest Hospital Campus. In September, 2011, the Plan Commission began consideration of a new Master Plan to guide the revitalization of the Hospital campus. After many months of review, public input and deliberation by the Plan Commission and City Council, the Master Plan, along with a Special Use Permit, was approved by the City Council on October 1, 2012. Since that time, the Hospital project team has been in the design development phase, working closely with the City Manager’s Hospital Advisory Committee and City staff. An overall site plan was developed and refined, the building massing and design elements took shape, a site lighting plan was prepared and landscape themes and concepts were established for the various areas of the campus. Work continues on a detailed landscape plan and overall signage plan. On December 11, 2013, the overall site plan, architectural design of the building, exterior lighting plan and landscape concepts were presented to the Plan Commission with a report and recommendation for approval from the City Manager’s Advisory Committee. After hearing a presentation of the plans, the Plan Commission commended the plans noting that they comply with the approved Master Plan and the Special Use Permit and in some respects go beyond the specific requirements of those documents to address concerns raised during the public discussions about the Master Plan. Ms. Czerniak summarized key aspects as listed below: • The replacement Hospital is located away from neighboring residential properties, centrally located on the eastern portion of the site. • The height of the replacement Hospital is lower than permitted by the Master Plan. The horizontal massing of the building, with a series of vertical pavilions, further minimizes the appearance of height and building mass. • Significant open space is provided on the campus with “no build” preserved open space setback areas along the perimeters of the campus. • A direct road connection from the center of the Hospital campus to Route 41 was completed as required by the previous approvals. The road is open for traffic and will support the majority of the construction traffic as work gets underway on the site later this year. Additionally, she said that the public comments presented to the Plan Commission primarily focused on minimizing traffic impacts, including headlights, on Lake Forest Place and assuring that the no build buffer areas and the perimeters of the campus are adequately landscaped to provide screening for residential properties and adjacent streetscapes . Mayor Schoenheider introduced Thomas McAfee, President and CEO of Northwestern Lake Forest Hospital, offered thanks as they worked through this complicated process with feedback from Campus Partners. Mr. McAfee thanked Staff Catherine Czerniak and her staff, the Hospital 17 Proceedings of the January 21, 2014 Regular City Council Meeting advisory Board and Bob Kiely, and remarked that this Hospital will serve generations of health care needs. Mayor Schoenheider offered his thanks to Thomas McAfee and City Staff for bringing this type of world class health care to Lake Forest. He stated that The City Council is grateful to the Hospital Advisory Committee for the hours of work that advocate for the process. COUNCIL ACTION: If determined to be appropriate by the City Council, approve a Resolution affirming conformance with the Special Use Permit and Master Plan and approving the overall site plan, architectural design, exterior lighting plan and the landscape concepts plan, all subject to conditions, as recommended by the Plan Commission. Alderman Reisenberg made a motion to approve a Resolution affirming conformance with the Special Use Permit and Master Plan and approving the overall site plan, architectural design, exterior lighting plan and the landscape concepts plan, all subject to conditions, as recommended by the Plan Commission, seconded by Alderman Novit. The following voted “Yea”: Aldermen Novit, Waldeck, Moore, Pandaleon, Tack, Reisenberg, Palmer and Adelman. The following voted “Nay”: None. 8 Yeas, 0 Nays, motion carried. 3. Approval of a Resolution Directing Staff to Prepare a Contract for Police and Fire Emergency 911 Dispatch Services with the Village of Glenview City Manager Robert Kiely reminded the Council that this topic dates back to 2010 and that in July 2012, the Village of Lake Bluff, City of Lake Forest and City of Highland Park contracted with Matrix Consulting Group to conduct a feasibility study of consolidating 9-1-1 public safety dispatch operations. The Consulting group submitted multiple options to the municipalities in September. At an open meeting of the three City Councils that was held on Tuesday, December 17, 2013 at 7:00 p.m. at the Highland Park Country Club, Matrix Consulting Group presented the final draft of the consolidation study along with the Task Force recommendation. He added that questions from the City Council members as well as the public present were responded to. At the end of the meeting, the consensus of the City Council members present was to proceed with bringing the preferred option (consolidated services with Glenview, housed at Highland Park Police Station) to each respective City Council at formal meetings in January of 2014 with a resolution to proceed with seeking a contract to provide said services in the manner prescribed. The City of Highland Park approved the proposed Resolution its January 13 meeting. The Village of Lake Bluff is considering the Resolution at its January 27 meeting. Mr. Kiely added that this Resolution doesn’t make the final decision, and that Highland Park and Lake Bluff would be in negotiations for contract services. Along with performance metrics, quality of service will be maintained under any consolidation moving forward. 18 Proceedings of the January 21, 2014 Regular City Council Meeting Alderman Waldeck opened discussions regarding the timeliness of service. She asked that when a resident calls 911, and should this consolidation not be successful, how would a community turn back? Alderman Novit stated that we need to optimize revenues and with communication and technology improving so quickly and precisely, The City Council has an obligation to explore it. Alderman Palmer said he was impressed with the people and the camaraderie of the City of Lake Forest staff, but is confident that there will not be a drop off in service and that there is a greater value in the consolidation as there is not currently a backup for the City of Lake Forest. Alderman Pandaleon offered his understanding that consolidation is coming and that by acting now with like-minded communities, the City of Lake Forest would actually maintain greater control, without compromising service. Alderman Adelman gave a breakdown of the cost of $1.9 million over 5 years as to be $62.00 per household and asked what the cost of writing this contract would be. City Manager Robert Kiely stated the cost is fixed, and that the three communities had the same legal counsel. He also stated that performance metrics are a part of the contract, and that the City of Lake Forest will be the first community to have redundant 24/7 operating system. And that quality of service would most likely go up. Mayor Schoenheider added that this Resolution has the full backing of Chiefs Howell and Held. And that consolidation is the next best alternative: it will keep the City of Lake Forest in control. He recognized it will be sad to lose dedicated employees. He reiterated that Public Safety is the number one concern in the community. Mrs. William Frost, a 70 year resident, offered her opinion on this topic. COUNCIL ACTION: Approve the Resolution directing the preparation of a contract for services with the Village of Glenview for emergency 911 dispatching. Alderman Palmer made a motion to Approve the Resolution directing the preparation of a contract for services with the Village of Glenview for emergency 911 dispatching, seconded by Alderman Pandaleon. The following voted “Yea”: Aldermen Novit, Waldeck, Moore, Pandaleon, Tack, Reisenberg, Palmer and Adelman. The following voted “Nay”: None. 8 Yeas, 0 Nays, motion carried. ADDITIONAL ITEMS FOR COUNCIL DISCUSSION 9. ADJOURNMENT INTO EXECUTIVE SESSION 19 Proceedings of the January 21, 2014 Regular City Council Meeting EXECUTIVE SESSION pursuant to 5ILCS 120/2 (c) (6), The City Council will be discussing the consideration for the sale or lease of property owned by the Public Body; and 5ILCS 120/2 (c) (11) Pending Litigation. Adjournment into executive session City Manager Robert Kiely said that there will not be any action items when the Council returns from executive session. Alderman Palmer made a motion to adjourn into executive session for the purpose of discussing the consideration for the sale or lease of property owned by the Public Body; and 5ILCS 120/2 (c) (11) Pending Litigation at 9:35 p.m. , seconded by Alderman Pandaleon. The following voted “Yea”: Aldermen Novit, Waldeck, Moore, Pandaleon, Tack, Reisenberg, Palmer and Adelman. The following voted “Nay”: None. 8 Yeas, 0 Nays, motion carried. RECONVENE INTO REGULAR SESSION The City Council reconvened into regular session at 10:05 p.m. 10. CONSIDERATION OF ACTIONS PURSUANT TO EXECUTIVE SESSION DISCUSSION No action taken ADJOURNMENT There being no further business. Alderman Palmer made a motion to adjourn, seconded by Alderman Moore Motion carried unanimously by voice vote at 10:05 p.m. Respectfully Submitted, Margaret Boyer Deputy City Clerk A video of the City Council meeting is available for viewing at the Lake Forest Library and on file in the Clerk’s office at City Hall. You can also view it on the website by visiting www.cityoflakeforest.com. Click on I Want To, then click on View, then choose Archived Meetings Videos. 20 RESOLUTION NO. 2014-____ CITY OF LAKE FOREST LAKE COUNTY, ILLINOIS A Resolution Authorizing Application to the 2014 ComEd Green Region Program for the “Restoring the 22-Acre Remnant Prairie Gem on the Robert McClory Bike Path Project” WHEREAS, the City of Lake Forest (“Applicant”) desires to undertake the “Managing Invasive Species along the ComEd Right-of-Way Adjacent to the Skokie Valley Trail” project; and WHEREAS, the Applicant desires to apply to the ComEd Green Region Program for a grant for the purpose of carrying out this project; and WHEREAS, the Applicant has received and understands the 2014 ComEd Green Region Program Guidelines. WHEREAS, the Applicant will partner with Lake Forest Open Lands Association to complete this project, and WHEREAS, The City Council hereby approves this project and authorizes application to the ComEd Green Region Program in the amount of $20,000, and WHEREAS, the Applicant commits to the expenditure of matching funds in the amount of $2,000 necessary for the project’s success. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF LAKE FOREST, COUNTY OF LAKE, STATE OF ILLINOIS, as follows: SECTION ONE: RECITALS. The foregoing recitals are incorporated in, and made a part of, this Resolution by this reference as findings of the City Council of The City of Lake Forest. SECTION TWO: EFFECTIVE DATE. This Resolution shall be in full force and effect upon the passage and approval. PASSED this ____ day of ______, 2014. AYES: NAYS: ABSENT: APPROVED this _______ day of _________, 2014. Attest______________________ ___________________________ Margaret Boyer, Deputy City Clerk Mayor Donald Schoenheider 21 22 Spring,  2014 Site  Development  Phase-­‐-­‐-­‐Completion 225,000$                       Demonstration  Phase-­‐-­‐-­‐Hardscape 785,000$                       Demonstration  Phase-­‐-­‐-­‐Landscape 190,000$                       Other  FPPC  Costs 100,000$                            Total  Costs  for  Spring,  2014 1,300,000$                 Cash  on  Hand 593,000$                       Credit  Facility,  secured  by  Pledges 800,000$                            Total  Cash  Availability 1,393,000$                 Fall,  2014  and  beyond Demonstration  Phase-­‐-­‐-­‐Landscape 830,000$                       Other  FPPC  Costs 95,000$                                Total  Costs  for  Fall,  2014 925,000$                       Maintenance  Fund 250,000$                       Future  Fundraising  Required 1,175,000$                 Note:    Open  Pledges,  to  be  received  over  four  years  1,020,000$                 Rev.  2/24/14 Forest  Park  Project  Corporation Budget  Summary 23 Elawa Farm Operating Agreement COLF--EFF Operating Agreement (4) 2-24-14 1 THIS OPERATING AGREEMENT is made as of the ___ day of ____________, 2014, by and between THE CITY OF LAKE FOREST, an Illinois municipal corporation, (hereinafter the “City”) and the ELAWA FARM FOUNDATION, an Illinois not-for-profit corporation (hereinafter the "EFF" or the "Foundation"), which parties, in consideration of the mutual covenants herein set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, do hereby agree as follows: WHEREAS, in September 1998, the City acquired a 16-acre parcel of land, including the original farm complex buildings, that were originally part of the A. Watson Armour family's early 20th Century gentleman's farm and commonly known as "Elawa Farm," located at 1401 Middlefork Drive, Lake Forest, IL; and WHEREAS, Elawa Farm is an example of our nation's irreplaceable historic and cultural legacy and has been designated as an official project of Save America's Treasures, which is a public-private partnership between the White House Millennium Council and the National Trust for Historic Preservation; and WHEREAS, Elawa Farm is (a) historically unique as one of the last remaining, intact gentleman's farm in the Midwest, (b) ecologically unique because of its close proximity to the 600-acre Middlefork savanna now owned by the Lake County Forest Preserve District, which Savanna that was originally part of the Elawa Farm acreage and contains a 12-acre parcel that is one of the finest and few remaining examples of a black soil, tall grass prairie in the United States, and (c) unique because of the many organizations and individuals desiring to collaborate in making Elawa Farm a nationally recognized example of a facility coupling historic preservation and nature conservation; and WHEREAS, in August 1999, the Mayor and City Council had appointed an Elawa Farm Executive Steering Committee, which has served as an advisory body on matters relating to Elawa Farm; and WHEREAS, in 2002 and again in 2012, the Mayor and City Council amended the City Code by creating the Elawa Farm Commission (the "Commission"), which supplanted the Steering Committee and is a formal subsidiary body of the City with the purpose of advising the City Council on policies, practices, and action plans for the preservation, conservation, restoration, use, programming, and operations of Elawa Farm, and otherwise to oversee matters relating to Elawa Farm; and WHEREAS, the Foundation, a 501-c-3 corporation, was incorporated and organized on September 12, 2002 to fundraise and advise the City for the preservation and adaptive reuse of Elawa Farm; and WHEREAS, the City and the Foundation entered into an "Agreement for Assignment of Current and Future Funds from the Elawa Farm Foundation to The City of Lake Forest" dated October 2002 (the "Prior Agreement"); and 24 Elawa Farm Operating Agreement COLF--EFF Operating Agreement (4) 2-24-14 2 WHEREAS, the City has entered into various other agreements relating to the use, operation, and management of Elawa Farm, various spaces of Elawa Farm, and its various features, including the gardens; and WHEREAS, in July 2010, the Mayor and City Council revised the Special Use Permit for general operations at Elawa Farm (which was ratified in April 2011) that operates in conjunction with the Garden Market Special Use Permit (collectively, the "SUPs"); and WHEREAS, the increased use and activity of Elawa Farm and its various buildings demonstrates the need and importance of an on-site communication and activities coordinator to organize daily activities and eliminate redundancies, thus saving valuable City staff time; and WHEREAS, the Foundation has promoted the use and rehabilitation of the Elawa Farm as an environmental community center for the benefit of residents of the City and others, and the Foundation has hired a full-time executive director who is able to provide the necessary coordination of activities at Elawa Farm; and WHEREAS, the City and the Foundation have determined that certain administrative efficiencies for Elawa Farm can be achieved through mutual cooperation; and WHEREAS, in recognition of the evolving role and activities at Elawa Farm, as well as the importance of Elawa Farm to the City, its residents, and to the broader community in the Lake Forest-Lake Bluff area, the Foundation and the City desire to fully define their respective roles and responsibilities to each other and with respect to Elawa Farm, including the terms and conditions for the development, use, operation, and management of Elawa Farm; NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants and agreements set forth below, the parties hereby agree as follows: Section 1. Recitals. The foregoing recitals are material to this Agreement and are incorporated herein as if fully set forth in this Section 1. Section 2. Prior Agreements. A. Supersedence. This Agreement supersedes and replaces all prior agreements between the City and the EFF, or its predecessor or related entities, including without limitation the Prior Agreement. Upon execution of this Agreement, the terms of the Prior Agreement are rendered null and void. B. Other Agreements; Assignments; Re-Negotiation. The City has entered into other agreements with respect to Elawa Farm, including without limitation the "Designated Elawa Farm Gardener Agreement" executed on May 1, 2006 (the "Gardener Agreement") and other agreements identified on Exhibit A attached hereto and made a part hereof (collectively, the "City's Third Party Agreements"). Following the execution of this Agreement, the City shall make reasonable efforts to assign the City's Third Party Agreements to the EFF. 25 Elawa Farm Operating Agreement COLF--EFF Operating Agreement (4) 2-24-14 3 i. To the extent the City is unable to secure the required approvals to assign any of the City's Third Party Agreements, the City shall so notify the EFF, and the City and EFF shall reasonably negotiate appropriate amendments to this Agreement in light of the City's Third Party Agreements that have not been assigned. ii. To the extent that EFF is unwilling to accept assignment of any of the City's Third Party Agreements, EFF shall so notify the City, and the City and EFF shall reasonably negotiate appropriate amendments to this Agreement in order to make the assignment of the City's Third Party Agreements acceptable to the EFF. If the City and EFF are unable to negotiate mutually acceptable amendments to this Agreement within 60 days (or such longer period as the parties may agree), either party may notify the other that this Agreement shall be terminated, and such termination shall be effective 60 days after such notice. Section 3. The Property; Operating Rights and Responsibilities. A. For purposes of this Agreement, the "Property" shall be those areas identified on Exhibit B attached hereto and made a part hereof. This definition specifically excludes any pens, shelters or other structures built and maintained by the Wildlife Discovery Center. B. The City hereby grants, authorizes, and appoints the Foundation, and the Foundation hereby accepts such grant, authorization, and appointment from the City, all operating, use, occupancy, maintenance, and management rights and responsibilities not reserved to the City hereunder (collectively, “Operate” or “Operation”) relating to the Property and the structures and improvements located thereon, on the terms and conditions set forth herein. Notwithstanding the grant of authority and responsibility for Property to the Foundation, the City retains certain rights and responsibilities relating to the Property, as more fully set forth in this Agreement. Section 4. Term and Charges. A. Initial Term. The EFF shall operate the Property for an initial term of thirty-three (33) years, which shall expire on ________________, 2047, unless sooner terminated as hereinafter provided. The term of this Agreement shall automatically renew for two additional terms of thirty-three (33) years, except as provided in Section 4.B of this Agreement. The initial term and any renewal terms shall be collectively known as the “Term.” B. Renegotiation of Agreement. Not less than 365 days before the scheduled expiration of a Term of this Agreement, either party may notify the other of its desire to terminate or amend the provisions of this Agreement (a "Pre-Termination Notice"). Upon delivery of such Pre-Termination Notice, the parties shall engage in good faith discussions to reach an accord regarding any modified terms of this Agreement; provided, however, that upon the expiration of such 365-day period (or such longer period as the parties may mutually agree in writing), if no accord has been reached regarding the modification of the provisions of the Agreement, the Agreement shall be deemed terminated. 26 Elawa Farm Operating Agreement COLF--EFF Operating Agreement (4) 2-24-14 4 C. Other Charges and Fees. The EFF shall pay such fees and charges as may be provided in this Agreement. Section 5. Operation of the Property. A. EFF’s Use of the Property. During the term of this Agreement, the EFF shall operate the Property as a Farm and community venue, subject to the terms and conditions of this Agreement. In connection with the Farm and community venue operation, space upon the Property may be used and occupied for: (i) community service, charitable, and other similar purposes that serve the Lake Forest and Lake Bluff communities; (ii) cultural, recreational, and educational activities for the enjoyment and benefit of Lake Forest and Lake Bluff residents of all ages; (iii) facilities in support of community activities, services, and other not-for-profit groups and organizations affiliated with the Lake Forest and Lake Bluff communities; (iv) EFF’s office functions, kitchen, operations, garden and market operations, activities, and programs; (v) any City of Lake Forest entity, (such as the Wildlife Discovery Center (a City of Lake Forest Park District entity); and (vi) such other uses that the City may otherwise approve. Notwithstanding the foregoing, all policies, practices, action plans, and activities relating to the preservation, conservation, restoration, use, programming, and operations of Elawa Farm shall be subject to (I) the terms of the SUPs (as they may be amended from time-to-time) and (II) the review and recommendation of the Commission and approval of the City Council, either in connection with the Annual Budget and Plan Review (as more fully described in Section 10 of this Agreement) or on an as needed basis (collectively, "Council Approval"). B. EFF 's Development of the Property. The EFF may, without cost of expense to the City, construct additional buildings and structures on the Property, provided that (i) the City grants its prior written approval of such construction as owner of the Property, (ii) the EFF shall apply for and obtain all necessary permits and approvals from applicable federal, state, and local agencies and governmental bodies, including amendments to both the SUPs and this Agreement, and (iii) the use of any such building or structure shall be consistent with the current uses on the Property. Nothing in this Agreement shall preclude the EFF from requesting the City to waive fees or charges that may be due in connection with obtaining licenses, permits, or other required approvals from the City. C. Terms for Third Party Use. During the term of this Agreement, and subject to the Council Approval, the EFF may impose charges on users and others occupying the Property, and the EFF shall be entitled to keep all proceeds from such user charges. As a condition for any 27 Elawa Farm Operating Agreement COLF--EFF Operating Agreement (4) 2-24-14 5 third parties to host events on, or to enter an agreement for longer term use of, the Property or a portion thereof, the EFF shall require such third party (a "Third Party User") to sign a written agreement, which agreement shall provide, inter alia, that (i) the Third Party User shall release and hold harmless the City and its boards, committees, commissions, officers, officials, employees, agents, attorneys, and representatives (the "City Representatives") from and against any suits, actions, lawsuits, injuries, damages, losses, liens, costs, expenses (including any attorneys' fees), judgments, or other claims of any sort of nature (the "Claims") relating to or arising from its use or occupancy of the Property, (ii) the Third Party User's rights to use the Property are subject to the City's rights under and terms of this Agreement. Guests of Third Party Users, need not sign such waivers, but EFF will indemnify the City against any Claims of Third Party Users or their Guests, under Section 12.A. of this Agreement, and EFF shall make reasonable efforts to identify itself or the Third Party User as the host, organizer, or manager of such event. D. Reservation of Use Rights. During the Term of this Agreement, the City shall have the right to use or occupy portions of the Property (in addition to portions of Elawa Farm that are not included in the Property and any leases of the Property held by Wildlife Discovery Center) for purposes that the City may determine to be in the public interest and reasonably compatible with the concurrent use of the Property by the EFF. The City's use and occupancy rights shall be as follows: (i) to occupy such portions of the Property that are otherwise available for use by other persons; (ii) upon not less 365 days notice, to occupy any portions of the Property (not exceeding 1,500 square feet of net rentable space) that are not otherwise subject to an exclusive lease or license to specified portions of the Property; and (iii) in the event of force majeure events affecting the utility of other City facilities, the City shall have the right to occupy any portion of the Property not otherwise subject to an exclusive lease or license to specified portions of the Property In connection with its use of any portion of the Property, the City agrees to pay the EFF the same charges that the EFF charges to other users or occupants of the Property, unless the City and the EFF otherwise agree; such use charges shall be subject to annual review by the City in connection with its review and approval of the EFF budget. Section 6. Conditions of Use. The EFF shall, at its sole cost and expense, obtain and abide by any governmental approval that may be required in connection with the use of the Property for the EFF’s intended use, including, without limitation, any zoning, building, or other code requirements of The City of Lake Forest. To the extent that the SUPs for the Property requires an amendment as a result of this Agreement, the parties shall cooperate to seek and obtain any such amendment. Section 7. Undisturbed Operation. Subject to the other terms and provisions of this Agreement, the City agrees that upon performance by the EFF of all terms, covenants, and conditions of this Agreement applicable to the EFF, the EFF shall enjoy all rights to Operate the 28 Elawa Farm Operating Agreement COLF--EFF Operating Agreement (4) 2-24-14 6 Property provided in this Agreement, as well as the other rights and privileges granted for the Term, without hindrance or interference by the City. Section 8. Utilities. From the date of execution of this Agreement and continuing throughout the Term, the EFF shall be responsible for obtaining any utility services for the Property that it desires and paying all charges for such utility services used or consumed on the Property. The City agrees to cooperate with the EFF and any utility company requesting utility easements over, under, and across the Property in order to provide utility service to the Property. In the event that the EFF does not timely pay any charge for utility services when due, the City shall have the right, but not the obligation, to pay such charges, and the amount of such charges and any interest or penalties assessed upon delinquent charges (plus the full amount of any expenses, including attorneys' fees, incurred by the City in recovering any paid utility charges, penalties, or interest from the EFF) shall be deemed other charges due from the EFF under this Agreement. Notwithstanding the foregoing, to the extent applicable, EFF as Operator of the Property shall enjoy the service benefits available to the Property pursuant to any franchise agreement between the City and any public utility; provided, however, that such service benefits shall not include or be deemed to include any franchise fees or other payments received by or made to the City. Section 9. Access; Inspections. In addition to such access as is reasonably necessary and convenient for the City's use of the Property pursuant to Section 5 of this Agreement, the City and its agents shall have the right to enter the Property for the purpose of examining and inspecting any part of the Property upon reasonable advance notice to EFF if the City deems it necessary or desirable to determine compliance with this Agreement; provided, however, that notice to the EFF shall not be required in the event of a bona fide emergency; provided further, however, that the City and the EFF shall cooperate to the extent feasible in scheduling inspections so as to minimize disruption in the use and occupancy of the Property. Section 10. Finances. A. In General. The EFF's Operation of the Property is dependent on the sound financial footing of the EFF so that the Property is properly maintained and is utilized for the benefit of the Lake Forest and Lake Bluff communities as more specifically set forth in Section 5 of this Agreement. Accordingly, the City has an overriding interest in assuring that the EFF's budget and programming, as well as the EFF's overall fiscal health, are acceptable to the City. At the same time, the City, as owner of the Property, has certain ongoing obligations with respect to the periodic replacement of the major capital elements of the Property and its improvements subject to the City's determinations respecting its overall budgetary and property management planning. B. Reports. The EFF shall submit to the City, on an annual basis, (i) an audited financial statement undertaken in accordance with generally accepted accounting principles of the EFF’s most recently completed fiscal year, (ii) a status report on fundraising receipts for the benefit of EFF, and (iii) a report or reports regarding the EFF’s maintenance, operation, and repair activities on the Property (including the amounts expended on such activities). 29 Elawa Farm Operating Agreement COLF--EFF Operating Agreement (4) 2-24-14 7 C. Budget Review and Approval. On an annual basis, the EFF shall submit to the Commission for review, the EFF's annual budget and plans for the use and operation of, programming at, and capital improvements to the Property (the "Annual Budget and Plan"). The Annual Budget and Plan shall set forth, inter alia, fees and charges for the use and occupancy of the Property, as well as projected additional revenues and expenditures, and identification of specific programs and occupants (to the extent known) of various spaces within the Property. The Commission may from time-to-time establish guidelines for the EFF regarding the contents of such Annual Budget and Plan, including a timetable for its submission to and review by the Commission. Following such review (which may include interim comments with suggested revisions to the Annual Budget and Plan), the Commission shall submit its recommendation for approval, approval with modification, or rejection of the Annual Budget and Plan to the City Council. Upon receipt of the Commission's recommendation, the City Council shall have the right to approve or approve subject to modifications, or reject the Annual Budget and Plan. The EFF shall only be authorized to use and occupy the Property (or to lease or license portions of the Property) in accordance with an approved Annual Budget and Plan. In the event that the City Council does not approve an Annual Budget and Plan as presented by the EFF, the EFF shall only be authorized to operate and occupy the Property (or to lease or license portions of the Property) in accordance with the Annual Budget and Plan last approved by the City Council (subject to rate adjustments not exceeding the change in the Consumer Price Index as defined in 35 ILCS 200/18-185). In connection with the City's review of the Annual Budget and Plan, the Parties shall review the capital needs of Elawa Farm, capital budgets of EFF and the City, the maintenance contracts of the EFF, as well as any other pertinent matters relating to Elawa Farm and the Property. D. Upkeep, Maintenance, Repair, and Replacement. 1. EFF’s Responsibilities. Except as provided in Section 10.D.2 of this Agreement, the EFF shall have the responsibility, at its sole cost and expense, for the upkeep, maintenance, repair, renewal, insurance, and replacement of the Property and the improvements thereon in a safe, sanitary, and sound condition in order that such Property may continue to be used for the purposes set forth in this Agreement and the character of such Property may be preserved during the term of this Agreement. The EFF’s responsibilities shall include, without limitation, the following: a. Upkeep, maintenance, repair, and replacement of the heating, electrical, and plumbing in the buildings and any accessory buildings and structures on the Property. b. Upkeep, maintenance, repair, and replacement of the interior areas of the buildings and any accessory buildings and structures on the Property. To the extent the EFF undertakes repair work on the Property for which the City receives proceeds under an applicable insurance policy or similar coverage, the 30 Elawa Farm Operating Agreement COLF--EFF Operating Agreement (4) 2-24-14 8 City shall reimburse the EFF for its actual repair costs, but in no event more than the insurance proceeds that the City has actually received. 2. City’s Responsibilities. Notwithstanding the obligations of the EFF as set forth in this Agreement, the City shall retain responsibility for general exterior maintenance and upkeep of the buildings (as well as any pens, shelters or other structures built or maintained by, or under the supervision of, the Wildlife Discovery Center). Maintenance and upkeep of the exterior of the buildings shall include without limitation exterior repair, upkeep, and maintenance of the roofs, gutters, windows, window frames, storm windows, trim, exterior doors, other exterior structural elements, water lines, and sewers, and repair and repainting of exterior surfaces. The City's maintenance and upkeep of the exterior of the buildings shall be performed in a manner equivalent to the City's maintenance and upkeep of other public buildings. In addition, the City shall retain responsibility for the repair and replacement of the items set forth on Exhibit C hereto, which is incorporated into this Agreement by reference. The City's obligation to perform the responsibilities set forth in this Section 10.D.2 shall be subject to the City Council authorizing sufficient funds for performing such responsibilities in the Council's sole and absolute discretion, and the failure or refusal of the City Council to so authorize sufficient funds shall not be a breach of any obligation of the City under this Agreement, even if such failure or refusal requires the EFF to modify its use, occupancy, or programming relating to the Property. E. Remedies. In the event that the City determines that the EFF has failed to satisfactorily perform its duties to upkeep, maintain, repair, or replace the Property as required by this Agreement, the City shall have the option, but not the obligation, (a) to perform such upkeep, maintenance, repair, or replacement itself and to be reimbursed for such upkeep, maintenance, repair, or replacement work by the EFF upon invoice therefor, which reimbursement amount (plus the full amount of any expenses, including attorneys' fees, incurred by the City in recovering such reimbursement amount from the EFF) shall be deemed an other charge under this Agreement or (b) to terminate this Agreement, subject to the cure provisions contained in Section 17.A.1 of this Agreement. F. EFF Fundraising; Naming Rights. The Parties acknowledge and agree that part of the activities of the EFF with respect to its Operation of the Property will involve fundraising efforts through private and other contributions. To this end, the Parties also acknowledge that offering naming rights with respect to the Property is a potentially viable means to enhance such fundraising. The City agrees that the EFF may enter into agreements or other arrangements with respect to potential contributors to confer naming rights upon such contributors, subject to the following terms and limitations: 1. The EFF shall not agree to rename the Property or the buildings from its current name of "Elawa Farm" without the approval of the City pursuant to a resolution duly adopted by the City Council. 31 Elawa Farm Operating Agreement COLF--EFF Operating Agreement (4) 2-24-14 9 2. Except as provided in Section 10.F.3, the EFF shall not confer naming rights for a period of time extending beyond the then-current Term of this Agreement without the approval of the City pursuant to a resolution duly adopted by the City Council. 3. The EFF shall not confer naming rights upon a corporate donor or honoree without the approval of the City pursuant to a resolution duly adopted by the City Council. In each instance where City Council approval of naming rights is required, the City Council's determinations with respect to naming rights shall be in its sole legislative discretion based on the City Council's determination of the best interests of the City and its residents. Nothing shall prevent the EFF from granting naming rights for any portion of the Property without City approval so long as such grant is not inconsistent with the terms of this Section 10.F, and provided that such grant of naming rights is subject to terms allowing termination resulting from illegal or immoral acts of the grantee. The City waives all rights to any donations or contributions made in connection with the granting of any naming rights that comport with the terms of this Subsection 10.F. Any naming rights agreement between the City and the EFF entered pursuant to this Subsection 10.F shall be independent of this Agreement, notwithstanding termination of this Agreement. Section 11. Additions and Major Structural Changes; Rebuilding in the Event of Fire or Other Casualty. A. Improvements to Property. Subject to the parties' responsibilities under Section 10 of this Agreement, any addition, remodeling, new construction, or major structural changes to the Property or any building or structure thereon shall be permitted only if: (i) such addition, remodeling, new construction, or change shall not adversely affect the parties' ability to use the Property for its intended purposes (exclusive of disruption due to construction); (ii) such addition, remodeling, new construction, or change shall conform to the terms of this Agreement and applicable building codes; (iii) such addition, remodeling, new construction, or change shall be undertaken at no cost to the City unless the City proposes the addition, remodeling, new construction, or major structural changes, and either the City agrees to pay for such work or the parties otherwise agree to an allocation of the cost of such addition, remodeling, new construction, or change. B. Damage other than Material Damage. In the event that a building is damaged by fire, storm, or other casualty (with the exception of "material damage” as defined in Section 11.D) the repair, rebuilding, replacement, or restoration of the damaged property shall be completed by the EFF or the City, depending on the nature of the damage and the party responsible in accordance with Section 10 of this Agreement. In the event that damage affects portions of the Property for which each of the parties are responsible, then the City shall have primary responsibility for undertaking the repair, rebuilding, replacement, or restoration work required; provided that such work shall be undertaken in cooperation and consultation with the EFF; and provided further that the EFF shall be financially responsible to the City for the costs incurred as a result of damages within its area of responsibility as set forth in Section 10.D.1. Any repair, rebuilding, replacement, or restoration of the damaged property shall be undertaken 32 Elawa Farm Operating Agreement COLF--EFF Operating Agreement (4) 2-24-14 10 in a manner consistent with the design, character, and quality of the improvements to be restored. The proceeds of any insurance covering said damage (including, without limitation, the insurance obtained by the City or the EFF pursuant to Section 13 hereof) shall be first applied to the costs of such repair, rebuilding, restoration, or replacement; provided, however, that to the extent that a deductible amount must be satisfied in order to access insurance proceeds, the City shall have no obligation to pay such deductible amount unless such expenditure is approved by resolution of the City Council. With respect to ongoing conditions of seepage and mold, the parties acknowledge that this affects each of their areas of responsibility and shall work cooperatively to address such conditions. C. Material Damage. In the event that any building is damaged by fire, storm, or other casualty and such damage is "material damage" as defined in Section 11.D, the damaged property shall be rebuilt, repaired, restored, or replaced only if, within 180 days after such damage has been determined to be "material damage" as provided in Section 11.D (or such longer period as the Parties may mutually agree in writing), the City and the EFF agree on: (i) the nature, design, character, manner, and cost of the work necessary to rebuild, repair, restore, or replace the damaged portion of any such building in a manner so as to be consistent with the existing building, and (ii) the application of insurance proceeds to the costs of such rebuilding, repair, restoration, and replacement and the allocation of any costs thereof which exceed such insurance proceeds. If the City and the EFF cannot so agree within 365 days, the City shall have the right to terminate this Agreement and to assume full control and rights to occupy the Property and its buildings. D. Definition of Material Damage. For purposes of Subsections 11.B and 11.C, "material damage" shall be deemed to exist if a principal building is damaged to the extent of 50% or more of its value as determined on a replacement cost basis. If the City and the EFF cannot agree as to the existence or non-existence of "material damage" within 30 days of the time the damage occurred, the City shall select an independent consultant qualified in such matters to assess the damage, and such consultant's determination shall be final and binding upon the parties. Damage to any accessory building or structure on the Property shall not be deemed to be "material damage." Section 12. Indemnification. A. The EFF shall indemnify, save harmless, and defend the City and the City Representatives from and against any and all Claims that may arise, or be alleged to have arisen, out of or in connection with (i) the EFF’s Operation of or on the Property; (ii) any act or omission of the EFF whether or not due or claimed to be due in whole or in part to the active, passive, or concurrent negligence or fault of the EFF, except to the extent caused by the sole negligence of the City; or (iii) any breach of this Agreement by the EFF. The EFF shall not cause any liens to be placed on the Property without the express prior written consent of the City. Should any lien be placed on the Property as a result of the actions or inactions of the EFF, the City shall have the right, but not the obligation, to discharge such lien in order to prevent either an imminent foreclosure on the lien or an imminent judicial sale of the Property, and the full amount paid in discharging such lien (plus full amount of any expenses, including attorneys' fees, incurred by the City in recovering the paid lien amount from EFF) shall be deemed an other charge upon the EFF under this Agreement. 33 Elawa Farm Operating Agreement COLF--EFF Operating Agreement (4) 2-24-14 11 B. The City shall indemnify, save harmless, and defend the EFF, its boards, committees, commissions, officers, agents, and employees, against any and all lawsuits, claims, demands, liens, damages, liabilities, losses, and expenses, including attorneys’ fees and administrative expenses, that may arise, or be alleged to have arisen, as a direct result of any default under this Agreement by the City. Section 13. Insurance. A. The EFF shall obtain, maintain, and continue in effect throughout the term of this Agreement at least the following policies of insurance or equivalent coverages issued by a company with at least an “A” rating from the most recently published Alfred M. Best and Company Guide and authorized to do business in the State of Illinois or an intergovernmental self-insurance pool authorized by the State of Illinois (such as the Intergovernmental Risk Management Agency): 1. General comprehensive liability insurance, insuring the EFF against liability for personal and bodily injury, death, or damage to property arising out of the Operation of the Property by the EFF. Such insurance shall provide coverage with policy limits of not less than $2 million in the event of bodily injury or death to one or more persons and in an amount of not less than $2 million for property damage. 2. If applicable, automobile liability insurance, on an “any auto” basis, with a combined single limit for personal injury and property damage not less than $1 million. 3. Workers’ compensation insurance, with such limits as are required by law. 4. Employer’s liability insurance, with limits not less than $500,000 per person-injury and $1 million per occurrence. The foregoing policy limits shall be reviewed every fifth anniversary of this Agreement, and the City may require the EFF to increase the minimum policy amounts; provided, however, that no such increase in the minimum policy amounts shall exceed the increase in the "Consumer Price Index" as defined in 35 ILCS 200/18-185 (2002). Unless the City and the EFF otherwise agree and so long as it is commercially reasonable, such policies shall have a maximum per occurrence deductible of $1,000.00. To the extent feasible, the EFF shall have the City identified as an "additional insured" (or equivalent) in connection with the foregoing coverages. The City reserves the right to receive, review, and approve any insurance policy that the EFF obtains. Any such policy shall provide that the policy may not be cancelled or changed without the EFF and the City receiving notice of such impending cancellation or change at least 30 days in advance of the effective date of such cancellation or change. Nothing in this Agreement shall preclude the EFF from obtaining other insurance, including insurance for personal articles or other improvements, fixtures, and furnishings of the EFF on the Property; such other policies shall not be subject to the terms and requirements set forth for other policies in this section. B. Subject to the availability of insurance on commercially reasonable terms, the City shall maintain, at its sole cost and expense during the term of this Agreement, "all risk" 34 Elawa Farm Operating Agreement COLF--EFF Operating Agreement (4) 2-24-14 12 property insurance for the Property in an amount reasonably equivalent to the estimated replacement value of the buildings, structures, and related improvements on the Property. C. Upon request of the other party, the City or the EFF shall promptly provide the other party with copies of insurance policies or coverage documents that are required under this Section 13. Section 14. Eminent Domain. In the event that all or substantially all of the Property shall be taken by any governmental agency or utility that has the power of eminent domain, then the EFF shall have the right to terminate this Agreement within 60 days thereafter. Each party shall have the right to maintain its own respective action against the condemning authority for its respective damages and neither party shall have any interest in any award granted to the other. The City agrees not to exercise its right of eminent domain with respect to the Property. Section 15. Environmental Compliance. A. The EFF shall, at the EFF’s sole cost and expense, comply with all environmental laws pertaining to the EFF’s Operations on the Property, including the following (collectively referred to as the “Environmental Laws”): 1. Any applicable federal, state, or local statute, law, ordinance, rule, regulation, code, license, permit, authorization, approval, consent, order, judgment, decree, injunction, directive, requirement by, of, or agreement with any governmental agency, existing as of this Agreement's execution date and as enacted or amended thereafter, relating to: a. the protection, preservation, or restoration of the environment (including, without limitation, air, water, vapor, surface water, ground water, drinking water supply, surface land, subsurface land, plant and animal life, or any other natural resource), or to human health and safety; or b. the exposure to, or the use, storage, recycling, treatment, generation, transportation, processing, handling, labeling, production, release, or disposal of, hazardous substances. 2. The Environmental Laws also includes, without limitation, any common law or equitable doctrine (including, without limitation, injunctive relief and tort doctrines such as negligence, nuisance, trespass, and strict liability) that may impose liability or obligations for injuries or damages related or incidental to, or threatened as a result of, the presence of or exposure to any hazardous substance and the following statutes and implementing regulations: a. the Clean Air Act, as amended (42 U.S.C. § 7401 et seq.); b. the Water Pollution Control Act, as amended (33 U.S.C. § 1251 et seq.); 35 Elawa Farm Operating Agreement COLF--EFF Operating Agreement (4) 2-24-14 13 c. the Resource Conservation and Recovery Act, as amended (42 U.S.C. § 6901 et seq.); d. the Comprehensive Environmental Response, Compensation and Liability Act, as amended (42 U.S.C. § 9601 et seq.); e. the Toxic Substances Control Act, as amended (15 U.S.C. § 2601 et seq.); and f. the Occupational Safety and Health Act, as amended (29 U.S.C. § 651 et seq.). B. Except as is customary for ordinary cleaning and maintenance, the EFF shall not cause or permit any hazardous substance to be brought, kept, stored, or used in or about the Property in violation of any of the Environmental Laws. “Hazardous substance” includes, without limitation, any explosive or radioactive material, asbestos, asbestos containing material, urea formaldehyde foam insulation, polychlorinated biphenyls, special waste, or petroleum products or any derivative or by-product thereof, methane, toxic waste, pollutant, contaminant, hazardous waste, toxic or hazardous substances, or related materials, as defined in the Environmental Laws. C. If the EFF causes or permits any hazardous substance to be brought, kept, stored, or used in or about the Property in violation of any of the Environmental Laws and such violation results in the contamination of the Property, the EFF shall indemnify, save harmless, and defend the City and the City Representatives against any and all lawsuits, claims, demands, damages, liabilities, losses, and expenses, including attorneys’ fees and administrative expenses, that may arise, or be alleged to have arisen, out of or in connection with the EFF’s acts or omissions in connection with such hazardous substance whether or not due or claimed to be due in whole or in part to the active, passive, or concurrent negligence or fault of the EFF, except to the extent caused by the sole negligence of the City. D. The EFF represents, covenants, and warrants that the EFF’s Operations in, on, or under the Property shall be in compliance with all applicable Environmental Laws. E. Nothing in this Agreement shall require either party to assume any responsibility for any violation of Environmental Law caused by the act or omission of the other party. Section 16. Assignment. The EFF may not assign or otherwise transfer all or any part of its interest in this Agreement or in the Property without the prior written consent of the City. Any assignment or transfer without such written consent shall, at the City's option, be deemed to be void and of no force or effect. Notwithstanding any assignment or transfer, the EFF shall remain fully liable on this Agreement and shall not be released from performing any of the terms, covenants, or conditions of this Agreement. Section 17. Default and Other Disputes. A. EFF Default: 36 Elawa Farm Operating Agreement COLF--EFF Operating Agreement (4) 2-24-14 14 1. The EFF shall be in default of this Agreement if the EFF (i) breaches any covenant or condition of this Agreement and fails to cure such default within 30 days after notice from the City specifying the default complained of (provided that if such default is not reasonably susceptible of cure within said 30 day period and if the EFF is diligently and continuously pursuing such cure to completion, then such cure period shall be extended for such period of time as is reasonably necessary to complete the curative activities), or (ii) abandons the Property. 2. In the event of a default as described above, the City shall have the right, at its option, in addition to and not exclusive of any other remedy the City may have in law or equity with only such further demand or notice as may be required by applicable law, to re-enter the Property and eject all persons therefrom, and declare this Agreement at an end. 3. In the event of a default as described above, no re-entry and taking of possession of the Property by the City shall be construed as an election on the City’s part to terminate this Agreement, regardless of the extent of renovations and alterations by the City, unless a written notice of such intention is given to the EFF by the City. Notwithstanding any re-entry and taking of possession of any building and Property without termination, the City may at any time thereafter elect to terminate this Agreement for such previous breach. B. City Default. The City shall be in default of this Agreement if the City shall breach any of its covenants contained in this Agreement and does not cure such other default within 30 days after notice from the EFF specifying the default complained of (provided that if such default is not reasonably susceptible of cure within said 30 day period and if the City is diligently and continuously pursuing such cure to completion then such cure period shall be extended for such period of time as is reasonably necessary to complete the curative activities). The parties agree that the City shall not be in default for any failure or refusal to budget or expend funds for the upkeep, maintenance, repair, or replacement of the Property (including failure or refusal to address matters for which the City is responsible under the terms of this Agreement). C. Other Disputes. In addition to matters that may constitute a breach or default under this Agreement, the parties shall attempt to resolve all other disputes arising under this Agreement amicably between themselves. Section 18. Force Majeure. Except as otherwise expressly set forth herein, in the event that either party hereto shall be delayed or hindered in, or prevented from, the performance of any act required hereunder by reason of strikes, lock-outs, labor troubles, inability to procure materials, failure of power, restrictive laws or regulations of governmental agencies, riots, insurrection, war, or other reasons of a like nature not the fault of the party delayed in doing acts required under the terms, covenants, and conditions of this Agreement (all of such reasons or causes referred to in this Agreement as “Force Majeure”), then performance of such acts shall 37 Elawa Farm Operating Agreement COLF--EFF Operating Agreement (4) 2-24-14 15 be excused for the period of the delay and the period of the performance of any such act shall be extended for a period equivalent to the period of such delay. Section 19. Termination; Surrender of Property. A. Terminating Events. This Agreement shall terminate upon the occurrence of any one or more of the following events: 1. The EFF and the City mutually agree to terminate this Agreement. 2. Upon the expiration of any applicable cure period following a default of either of the parties pursuant to this Agreement without completion of an effective cure. 3. The expiration of the initial Term (or any additional Term as authorized pursuant to Section 4.A of this Agreement). 4. The following changes to the organizational structure of the EFF: (a) dissolution of the EFF, whether voluntary or involuntary; (b) merger of the EFF into, or acquisition of the EFF by, another organization; (c) the disposition of all or a substantial portion of the assets and properties of the EFF; or (d) such a substantial change in the purposes or functions of the EFF that it no longer operates or is no longer able to operate as a Farm and community venue serving the residents of the City, unless (i) the organization succeeding to or acquiring the EFF or acquiring its assets and properties shall be capable of carrying on the activities of the EFF and shall agree to assume the EFF's obligations and responsibilities under this Agreement and (ii) the City shall consent to the substitution of such organization as a party to this Agreement in lieu of the EFF. 5. In the event that any existing principal buildings on the Property (the "Elawa Farm Buildings") suffers "material damage" (as defined in Section 11.D of this Agreement) and, within a period of 365 days from the date that the existence of such "material damage" has been determined, the City and the EFF fail to come to an agreement upon an acceptable program for the rebuilding, repair, or restoration of the Elawa Farm Buildings. 6. In the event that any portion of the Property ceases to be fit for the intended purposes of this Agreement or otherwise not fit for habitation or occupancy in accordance with the codes and regulations of the City. 7. In the event that either party notifies the other of its intent to terminate pursuant to Section 2.B of this Agreement. B. City’s Use of the Property Upon Termination. Upon termination of this Agreement, the EFF shall cease Operations and deliver possession of the Property to the City, 38 Elawa Farm Operating Agreement COLF--EFF Operating Agreement (4) 2-24-14 16 and all improvements or additions to the Property, if any, made to the Property by the EFF shall become the property of the City without compensation therefor. The City may, then, at its option (i) occupy, operate, and manage the Property or any portion thereof; (ii) lease or license the Property or any portion thereof to other persons or organizations; (iii) sell or dispose of the Property or any portion thereof (provided that, not less than 180 days before making the Property available for sale, the City shall notify EFF of its intention to sell the Property); or (iv) make such other use of the Property as the City deems appropriate. Section 20. Administrative Services and Other Agreements. A. Provision of Administrative Services. The City will make available to the EFF certain administrative services as may be agreed upon from time-to-time by the City Manager. Any such agreement for services shall only be authorized if such services will be without additional cost to the City, or if the EFF reimburses the City for any such additional costs. Any such agreement for services that the City Manager may approve shall be subject to the City's ability to perform all authorized City activities, and such agreements shall be terminable at the will of the City or the EFF upon no less than 90 days' written notice; provided that the City shall not so terminate any such agreement unless the City Manager determines that the City's performance under any such agreement will inhibit or interfere with the City's ability to perform its own authorized activities. In no event shall the City be required to employ additional personnel in order to provide any services to the EFF in accordance with this Agreement. B. Liquor Licensing. The Parties acknowledge that, in conjunction with the programming for and use of the Property, the EFF (either for itself or its occupants) may from time-to-time desire to make available alcoholic beverages. Unless EFF pays the full fee for any liquor license from the City, the Parties hereby agree to execute and deliver to each other duplicate originals of the "Reciprocal Fee Agreement," attached hereto as Exhibit D. Section 21. Taxes; Exemption. A. Exemption. The parties mutually acknowledge (i) their belief that the Property is entitled to a real estate tax exemption, and (ii) their mutual obligation to seek, obtain, and maintain the Property’s tax exempt status. B. Payment Rights and Obligations. The EFF shall pay, promptly and before they become delinquent, all general and special real estate taxes assessed during the Term of this Agreement, if any, upon or against the land and improvements comprising the Property to the extent that such taxes are imposed upon the Property as a result of the use, occupancy, or Operation of the Property by the EFF or any of its Third Party Users. In the event that the EFF does not timely pay any real estate taxes when due, the City shall have the right, but not the obligation, to pay such taxes, and the amount of such taxes and any interest or penalties assessed upon any past-due taxes (plus the full amount of any expenses, including attorneys' fees, incurred by the City in recovering any taxes, interest, or penalties paid from EFF) shall be deemed an other charge due from the EFF under this Agreement. C. Failure to Obtain Exemption. Failure to obtain or delay in obtaining a real estate tax exemption as provided above shall not constitute a breach of this Agreement. 39 Elawa Farm Operating Agreement COLF--EFF Operating Agreement (4) 2-24-14 17 D. Other Taxes. In addition to real estate taxes, EFF shall pay any and all other taxes arising from its use and operation of the Property. Section 22. Additional Properties and Donations. A. Additional Properties. With the consent of the City and the EFF, additional properties donated or leased to the City or otherwise acquired by the City may become subject to the terms of this Agreement. B. Donations. The City shall not actively solicit donations relating to the Property. If offered, however, donations may be accepted by the City and transferred to the EFF for use in the preservation, improvement, or restoration of the Property or any portion thereof or for any other purpose that is compatible with the operation of the Property, under such conditions and limitations as the donor may specify; provided, however, that to the extent any donation delivered expressly for the purpose of preserving, improving, restoring, or maintaining the exterior of the buildings or portions of the Property other than the buildings for which EFF is responsible under this Agreement, the City shall keep all such donations in a separate fund to be expended solely for the purposes specified. The City agrees to notify the EFF promptly of any such donations so received. Section 23. General. A. Notices. Any notice or other communication required or permitted to be given under this Agreement shall be in writing and shall be (a) personally delivered, (b) delivered by a reputable overnight courier, or (c) delivered by certified mail, return receipt requested, and deposited in the U.S. Mail, postage prepaid. Telecopy notices shall be deemed valid only to the extent they are (i) actually received by the individual to whom addressed and (ii) followed by delivery in the manner described in either (a), (b), or (c) above within three business days thereafter. Unless otherwise expressly provided in this Agreement, notices shall be deemed received at the earlier (x) of actual receipt, or (y) one business day after deposit with an overnight courier as evidenced by a receipt of deposit or (z) three business days following deposit in the U.S. mail, as evidenced by a return receipt. Notices shall be directed to the parties at their respective addresses set forth below or at such other address as either party may, from time-to-time, specify by written notice to the other in the manner described above: City: EFF: The City of Lake Forest Elawa Farm Foundation 220 E. Deerpath 1401 Middlefork Drive Lake Forest, Illinois Lake Forest, IL 60045 Attention: City Manager Attention: Executive Director B. Binding Effect. The benefits of this Agreement shall inure to and the obligations hereof shall be binding upon the heirs, personal representatives, successors, and assigns of the respective parties hereto. 40 Elawa Farm Operating Agreement COLF--EFF Operating Agreement (4) 2-24-14 18 C. Time of the Essence. Time is of the essence in the performance of all terms, covenants, and conditions of this Agreement. D. Rights Cumulative. Unless expressly provided to the contrary in this Agreement, each and every one of the rights, remedies, and benefits provided by this Agreement shall be cumulative and shall not be exclusive of any other such rights, remedies, and benefits allowed by law. E. Non-Waiver. The failure of the City or the EFF to enforce against the other any term, covenant, or condition of this Agreement shall not be deemed a waiver thereof, nor void or affect the right of the aggrieved party to enforce the same term, covenant, or condition on the occasion of any subsequent breach or default; nor shall the failure of either party to exercise any option in this Agreement upon any occasion arising therefor be deemed or construed to be a waiver of the right to exercise that same kind of option upon any subsequent occasion. F. No Joint Venture. The parties mutually acknowledge and agree that, although, the City and the EFF are separate and independent legal entities, each responsible for their own affairs and obligations (including without limitation all matters of contract, finance, employment, and governance), they are pursuant to this Agreement engaged in a common endeavor relating to public business concerning the operation of a community center on municipal property for public benefit and that their activities and responsibilities in this regard are intended to be closely enmeshed and coordinated through the terms of this Agreement. It is hereby further understood and agreed that nothing contained in this Agreement shall be deemed or construed as creating the relationship of principal and agent, partnership, or joint venture between the parties hereto, it being agreed that no provision herein contained nor any acts of the parties herein shall be deemed to create any relationship between the parties hereto other than the relationship of contracting parties as herein set forth. G. Consents. Whenever the consent or approval of either party is required herein, such consent or approval shall be in writing and shall not be unreasonably withheld or delayed, and, in all matters contained herein, both parties shall have an implied obligation of reasonableness, except as may be expressly set forth otherwise. H. Warranties Regarding Execution. 1. In order to induce the EFF to enter into this Agreement, the City hereby warrants and represents to the EFF as follows: a. The City has the authority and legal right to make, deliver, and perform this Agreement and has taken all necessary actions to authorize the execution, delivery, and performance of this Agreement; and b. The execution, delivery, and performance of this Agreement (i) is not prohibited by any requirement of law under any contractual obligation of the City; (ii) will not result in a breach or default under any agreement to which the City is a party or to which the City is bound; and (iii) 41 Elawa Farm Operating Agreement COLF--EFF Operating Agreement (4) 2-24-14 19 will not violate any restrictions, court order, or agreement to which the City is subject; and c. The party executing this Agreement on behalf of the City has full authority to bind the City to the obligations set forth herein. 2. In order to induce the City to enter into this Agreement, the EFF hereby warrants and represents to the City as follows: a. The EFF has the authority and legal right to make, deliver, and perform this Agreement and has taken all necessary actions to authorize the execution, delivery, and performance of this Agreement; and b. the execution, delivery, and performance of this Agreement (i) is not prohibited by any requirement of law under any contractual obligation of the EFF; (ii) will not result in a breach or default under any agreement to which the EFF is a party or to which the EFF is bound; and (iii) will not violate any restrictions, court order, or agreement to which the EFF is subject; and c. The party executing this Agreement on behalf of the EFF has full authority to bind the EFF to the obligations set forth herein. I. Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the internal laws, but not the conflict of laws rules, of the State of Illinois. J. Severability. If any term, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby. In addition, to the extent any invalidity is the result of a procedural deficiency that can be readily cured, the parties agree to take such curative actions as may be necessary or appropriate. K. Grammatical Usage and Construction. In construing this Agreement, feminine or neuter pronouns shall be substituted for those masculine in form and vice versa, and plural terms shall be substituted for singular and singular for plural in any place in which the context so requires. L. Interpretation. This Agreement shall be construed without regard to the identity of the party who drafted the various provisions hereof. Moreover, each and every provision of this Agreement shall be construed as though all parties hereto participated equally in the drafting and approval thereof. As a result of the foregoing, any rule or construction that a document is to be construed against the drafting party shall not be applicable hereto. 42 Elawa Farm Operating Agreement COLF--EFF Operating Agreement (4) 2-24-14 20 M. Headings. The table of contents, heading, titles, and captions in this Agreement have been inserted only for convenience and in no way define, limit, extend, or describe the scope or intent of this Agreement. N. Exhibits. Exhibit A through D attached hereto are, by this reference, incorporated in and made a part of this Agreement. In the event of a conflict between an exhibit and the text of this Agreement, the text of this Agreement shall control. O. Amendments and Modifications. This Agreement may not be modified or amended except by written instrument executed by each of the parties hereto. P. Counterpart Execution. This Agreement may be executed in several counterparts, each of which, when executed, shall be deemed to be an original, but all of which together shall constitute one and the same instrument. [END OF TEXT; SIGNATURES CONTINUE ON THE FOLLOWING PAGE] 43 Elawa Farm Operating Agreement COLF--EFF Operating Agreement (4) 2-24-14 21 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. ELAWA FARM FOUNDATION, an Illinois not-for-profit corporation ATTEST: By _________________________________ ___________________________ Its _________________________________ THE CITY OF LAKE FOREST, a municipal corporation ATTEST: By ________________________________ Mayor ________________________________ City Clerk 44 Elawa Farm Operating Agreement COLF--EFF Operating Agreement (3) 10-1-13 1 EXHIBIT A The City's Third Party Agreements 45 Elawa Farm Operating Agreement COLF--EFF Operating Agreement (3) 10-1-13 2 EXHIBIT B Legal Description of the Property 46 Elawa Farm Operating Agreement COLF--EFF Operating Agreement (3) 10-1-13 3 EXHIBIT C City Repair and Replacement Responsibilities 47 Elawa Farm Operating Agreement COLF--EFF Operating Agreement (3) 10-1-13 4 EXHIBIT D Reciprocal Fee Agreement 48 49 50