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HomeMy WebLinkAboutRes 06-16 02/02/2016 Enter Contract for Sale of Water between JP Morgan Chase and VOMPRESOLUTION NO. 06-16 RESOLUTION AUTHORIZING THE VILLAGE OF MOUNT PROSPECT AND JPMORGAN CHASE BANK, NATIONAL ASSOCIATION TO ENTER INTO A CONTRACT FOR SALE OF WATER WHEREAS, Chase is the contract purchaser of that certain property described on Exhibit A attached hereto and incorporated herein by this reference (the "Property"); and WHEREAS, following Chase's acquisition of the Property, Chase intends to construct certain improvements on the Property (the "Facility"), consistent with the utility plan on Exhibit B attached hereto and incorporated herein by this reference (the "Utility Plan"); and WHEREAS, as adequate water service is not currently available at the Property to operate the Facility, Chase desires to purchase water from the Village; and WHEREAS, Chase desires to guarantee the payment for such water and to provide certain other assurances to the Village; and WHEREAS, the Village is willing to furnish water for Chase on the terms and provisions of this Contract, a copy of which is attached hereto as Exhibit "C" and incorporated into this resolution. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND BOARD OF TRUSTEES OF THE VILLAGE OF MOUNT PROSPECT, COOK COUNTY, ILLINOIS. SECTION ONE: That the Board of Trustees do hereby authorize the Village of Mount Prospect to enter into Contract for the sale of water. SECTION TWO: That the Mayor is authorized to sign the Contract, attached and made part of this Resolution as Exhibit "C". SECTION THREE: That this Resolution shall be in full force and effect from and after its passage and approval in the manner provided by law. AYES: Hoefert, Matuszak, Polit, Rogers, Saccotelli, Zadel NAYS: None ABSENT: None PASSED and.APPROVED this 2"d day of February, 2016. v Arlene A. Juracek Mayor ATTEST: _74 1 aM. Lisa Angell Village Clerk 3573531 CONTRACT FOR SALE OF WATER This CQ�TTRACT FOR SALE OF WATER ("Contract") made and entered into this rA day ofe-bru� r , 2016, by and between the Village of Mount Prospect, an Illinois municipal corporation he "Village"), and JPMorgan Chase Bank, National Association, a national banking association (the "Chase"). WITNESSETH: WHEREAS, Chase is the contract purchaser of that certain property described on Exhibit A attached hereto and incorporated herein by this reference (the "Property"); and WHEREAS, following Chase's acquisition of the Property, Chase intends to construct certain improvements on the Property (the "Facility"), consistent with the utility plan on Exhibit B attached hereto and incorporated herein by this reference (the "Utility Plan"); and WHEREAS, as adequate water service is not currently available at the Property to operate the Facility, Chase desires to purchase water from the Village; and WHEREAS, Chase desires to guarantee the payment for such water and to provide certain other assurances to the Village; and WHEREAS, the Village is willing to furnish water for Chase on the terms and provisions of this Contract; and, NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Contract, the Village agrees to furnish and sell water for Chase, and Chase agrees to receive and guarantee payment for the water and agrees to provide certain assurances upon the following terms and conditions: I. Quantity of Water. During the terms of this Contract, the Village shall provide and make available to the Facility, for Chase's use at a delivery point identified on the Utility Plan, water in the volume required by Chase sufficient for the Facility. In the event that it becomes necessary for the Village to limit its delivery of water to its water customers, the Facility shall be entitled to receive, during such a period of scarcity, its pro rata share of water available as determined by the proportion which the volume of water used by Chase during the last preceding twelve (12) month period bears to the volume of water used by the other customers of the Village for the same period. In the event that it becomes necessary for the Village to limit the use of water by its water customers, by imposing lawn and sprinkling restrictions or otherwise, the Facility shall be subject to these same restrictions. Restrictions may be imposed by water pressure zones at the discretion of the Village. 2. Quality of Water. Water to be delivered to the Facility shall be of the same quality as that provided to customers within the corporate limits of the Village from the Village's system. Water quality after it leaves the Village water main is the responsibility of Chase. So long as the Village meets its responsibility pursuant to this paragraph, Chase shall not make any 34691106/25873-0263 claims whatsoever against the Village for costs or damages caused by any failure to meet Illinois Environmental Protection Agency or other regulatory agency water quality or composition standards. 3. Point of Delivery. The point of delivery of water from the water supply of the Village to the Facility shall at the location on the Village's water main identified on the Utility Plan as "Pressure Connection" (the "Point of Delivery"). Any easements required for the connection must be secured by Chase. 4. Cost of Improvements; Ownership of Improvements. Chase shall be responsible for one hundred percent (100%) of any costs associated with the construction and installation of any piping and other infrastructure required to provide the water service connection from the Point of Delivery to the Facility (collectively, the "Improvements"), including, but not limited to, all engineering and legal fees of either party. 5. Drawings and Permits. The working engineering drawings for the Improvements required to deliver water_ to the Facility shall be submitted to the Village for review, modification and approval. Chase shall be responsible for obtaining such other governmental approvals or permits as are necessary, including but not limited to the City of Prospect Heights, Illinois Department of Transportation and the Illinois Environmental Protection Agency. 6. Notification and Cost of Repair. Chase shall orally, or by email, notify the Village Police Department immediately upon discovery of any break, defect or other malfunction in the Improvements and shall then give written notification of the break, defect or malfunction within twenty-four (24) hours of discovery. In the event the Village shall detect such break, defect or malfunction, it shall notify Chase immediately upon discovery and then within twenty- four (24) hours of such discovery give Chase a written follow-up notification. Chase shall use its best efforts to repair, at its sole expense, such breaks, defects or malfunctions within twelve (12) hours after initial notification of such break, defect or malfunction and in any event shall make necessary repairs as promptly as is practical. This obligation shall extend to the Point of Delivery as set forth in Paragraph 3 above. If Chase notifies the Village that it cannot make the repair within twelve (12) hours or fails to make the repairs within twelve (12) hours; the Village shall have the right to cause the repairs to be made at the sole expense of Chase. The cost of any repair, including labor and materials to any improvements required on account of the Contract shall be borne by Chase whether performed by the Village or Chase. 7. Other Connections. No connection or extension to serve any property other than for the Facility to be constructed at the Property shall be permitted without the consent or approval of the Village. 8. Measuring Equipment. Chase agrees to furnish, install and replace as may be necessary, at its own expense, at the point of delivery to the Facility, the necessary meter pits, valves and meters. All such equipment shall be of a standard type approved by the Village and capable of reading rate and quantity and with the capacity of accepting telemetering equipment to permit remote reading for measuring the quantity of water delivered under this Contract. 3469110v5/25873-0263 2 Meters may be tested and calibrated annually by the Village at the expense of Chase. Chase shall be notified, in writing, of such calibration so that it may be done in the presence of a representative of Chase and so that the parties may jointly observe any adjustments which are made to the meter or meters in case any adjustments shall be necessary. Maintenance and testing shall be performed by a contractor or representative from the Village and shall be paid for by Chase. The connection shall be equipped with a backflow preventer approved by the Village. 9. Meter Readine Recordation. For the purpose of this Contract, the original record or readings of the meter or meters shall be in the meter journal or other record book of the Village. Upon request by Chase, the Village shall furnish Chase with a copy of such records or permit Chase to have access to them during reasonable business hours. 10. Unit of Measurement. The unit of measurement for determining compensation for water delivered shall be that typically used by the Village and all measuring devices shall be so calibrated. 11. Price and Terms. Chase shall pay the Village the nonresidential water rate as set forth in Section 9.410 or similar rate provision of the Mount Prospect Village Code as it may from time to time be amended. 12. Billin . The Village shall bill Chase monthly for all water furnished under this Contract and payments shall be due and payable by Chase to the Village within thirty (30) days from the date of billing. 13. Commencement Liability for Payments. Liability for making payments as above set forth shall commence on the date of the first tender of delivery of water to the Facility, which shall be memorialized by written notice delivered to Chase by the Village. 14. Chase Assurances. Chase guarantees the payment of all water bills furnished to the Facility within thirty (30) days of being notified by the Village of any nonpayment according to the terms of this Contract. Further, Chase acknowledges the Village's absolute right to discontinuation of water service upon forty-five (45) days written notice, if the Facility is no longer used as a retail banking facility or by a user of similar quantities of water, provided that such user is not relocated from the Randhurst Shopping Center. Chase shall hold the Village harmless and indemnified against any claims made by any party whatsoever against the Village, its agents, officers and employees such discontinuation of service. 15. No Liability. The Village shall not be liable for damages for breach of contract or otherwise for failure, suspension, diminution or other variation of service; provided however, the foregoing shall not limit the remedy available to Chase for specific performance of this Agreement. 16. Term of Contract. This Contract shall continue in full force and effect for a period of twenty (20) years. Chase shall have the option to extend this Contract for an additional ten (10) year period. The Contract may be renewed for any additional term permitted by law 3469110v5/25873-0263 3 upon such terms and conditions and rate adjustments, if any, which may be then agreed by and between Chase and the Village. 17. Modification. This Contract may be amended only in writing by and with the consent of both the Village and Chase. 18. Hold Harmless. Subject to Chase's right of specific performance under Section 15 of this Agreement, Chase, for itself, its officers, agents and employees agrees to hold and save the Village, its officers, agents and employees harmless from any and all claims, damages, suits, causes of action and the like, which arise by virtue of this Contract. 19. Notices. Any notice provided for or permitted to be given hereunder must be in writing and may be given by (i) depositing same in the United States Mail, postage prepaid, registered or certified, with return receipt requested, addressed as set forth in this Section or (ii) delivering the same to the party to be notified. Notice given in accordance herewith shall be effective upon receipt at the address of the addressee, as evidenced by the executed postal receipt or other receipt for delivery. For purposes of notice the addresses of the parties hereto shall, until changed, be as follows: If to the Village: Attn: Village Manager Village of Mount Prospect 50 South Emerson Street Mount Prospect, Illinois 60056 Attn: Village Manager If to Chase: JPMorgan Chase Lease Administration 1111 Polaris Parkway Mail Code OHI -0241 Columbus, Ohio 43240-2050 Attn: Lease Administration Manager with a copy to: JPMorgan Chase Bank, N.A. 237 Park Avenue, 12th Floor Mail Code: NY1-RO64 New York, New York 10017-3140 Attn: Real Estate Transactor Regional Manager and a copy to: Legal and Compliance Department 1111 Polaris Parkway, Suite 4P Mail Code OHI -0152 Columbus, Ohio 43240-2050 Attn: Real Estate Counsel The parties hereto shall have the right from time to time to change their respective addresses for purposes of notice hereunder to any other location within the United States by giving a notice to such effect in accordance with the provisions of this Section. 3469110v5/25873-0263 4 20. Severability. In the event that any part, term or provision or paragraph of this Contract shall be found to be illegal or in conflict with any law by any court of proper jurisdiction, the validity or the remaining portions or provisions of this Contract shall not be affected. 21. Best Efforts. Chase will in good faith consider and discuss a term extension for its retail banking facility at Busse and Maple in downtown Mount Prospect. However, it is understood by the Village that Chase is not obligated to extend and Village will not terminate the water service agreement should a mutually agreeable extension fail to be executed. SIGNATURE PAGE TO FOLLOW 3469110x5/25873-0263 5 IN WITNESS WHEREOF, the parties acting under the authority granted by their respective governing bodies have caused this Contract to be duly executed, in several counterparts, each of which shall constitute an original, all as of the date and year first above written. Village of Mount Prospect, an Illinois Municipal Corporation By:� ATTEST: Village Clerk JPMorgan Bank, National Association, a national banking association Name: Title: 3469110v5/25873-0263 6 IN WITNESS WHEREOF, the parties acting under the authority granted by their respective governing bodies have caused this Contract to be duly executed, in several counterparts, each of which shall constitute an original, all as of the date and year first above written. Village of Mount Prospect, an Illinois Municipal Corporation in ATTEST: Village Clerk JPMorgan Bank, National Association, a national banking association By: P 9 - Name:NE Title: JT 3469110v5/25873-0263 6 FXNTRTT A LEGAL DESCRIPTION OF THE PROPERTY LOTS 7 AND 8 IN BLOCK 7 IN PROSPECT HEIGHTS MANOR UNIT NUMBER 2, BEING A SUBDIVISION OF THE WEST HALF OF THE NORTHEAST QUARTER OF SECTION 27, TOWNSHTP 42 NORTH, RANGE I I EAST OF THE THIRD PRINCIPAL MERIDIAN, (EXCEPT THE NORTH HALF OF THE NORTHWEST QUARTER THEREOF) ACCORDING TO THE PLAT THEREOF RECORDED JANUARY 7, 1946 AS DOCUMENT NUMBER 13691417, EXCEPTING FROM THE AFORESAID TRACT THAT PART OF LOT 8 BOUNDED AND DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF SAID LOT 8 IN BLOCK 7 IN PROSPECT HEIGHTS MANOR UNIT NUMBER 2 SUBDIVISION; THENCE ON AN ASSUMED BEARING OF NORTH 00 MINUTES 00 SECONDS EAST 15.00 FEET ALONG THE WEST LINE OF SAID LOT 8; THENCE SOUTH 58 DEGREES 34 MINUTES 23 SECONDS EAST 29.19 FEET TO A POINT IN THE SOUTH LINE OF SAID LOT 8; THENCE NORTH 89 DEGREES 49 MINUTES 24 SECONDS WEST 25.00 FEET ALONG THE SAID SOUTH LINE OF LOT 8 TO THE POINT OF BEGINNING, IN COOK COUNTY, ILLINOIS. Permanent Index Number: 03-27-208-007 and 03-27-208-008 Property Address: 215 S. Elmhurst Road, Prospect Heights, Illinois 3469110v5/25873-0263 7 EXHIBIT B UTILITY PLAN OF THE FACILITY SEE ATTACHED 3469110v5/25873-0263 8 E,kk,l 6:1+ 5