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Home My WebLink AboutRes 02-20 01/07/2020 Authorizing Long Term Maintenance Storm Water VolumeRESOLUTION NO. 2-20 A RESOLUTION AUTHORIZING EXECUTION OF A LONG-TERM MAINTENANCE AGREEMENT AND LICENSE AGREEMENT BETWEEN THE VILLAGE OF MOUNT PROSPECT, ILLINOIS AND 20 WEST, LLC FOR THE OPERATION AND MAINTENANCE OF A STORMWATER VOLUME CONTROL SYSTEM WHEREAS, the Village of Mount Prospect, an Illinois home rule municipal corporation, ("Village") and 20 WEST, LLC, an Illinois limited liability company ("20 West"), hereby agree to the following Long -Term Maintenance Agreement and License Agreement for Stormwater Volume Control Features ("Agreement"):; and WHEREAS, the Village owns certain real estate including the Busse Avenue public right of -way and a parcel legally described and made part of the Agreement; and WHEREAS, 20 West and the Village entered into the "Redevelopment Agreement For The 20 West Development Comprising A Part Of The Prospect And Main TIF District Of The Village Of Mount Prospect, Illinois" ("RDA") dated March 20, 2018, as amended; and WHEREAS, the RDA requires a subsequent agreement between 20 West and the Village defining ownership and maintenance responsibilities for the stormwater volume control features constructed to support the 20West Development; and WHEREAS, this Agreement shall satisfy the requirement in the RDA for a subsequent agreement between 20 West and the Village defining ownership and maintenance responsibilities for the stormwater volume control features constructed to support the 20 West Development; and WHEREAS, 20 West desires to use and improve the Village Property with stormwater volume control features, and the Village desires that 20 West use and improve the Village Property in accordance with the terms of this Agreement; WHEREAS, 20 West and the Village affirm that the stormwater volume control features to be installed and maintained on Village Property by this Agreement improve the economic viability and constructability of the 20 West Development; and NOW THEREFORE BE IT RESOLVED BY THE MAYOR AND BOARD OF TRUSTEES OF THE VILLAGE OF MOUNT PROSPECT, COOK COUNTY, ILLINOIS, PURSUANT TO ITS HOME RULE POWERS: SECTION ONE: The Board of Trustees of the Village of Mount Prospect do hereby authorize the Village Manager to execute the Long -Term Maintenance Agreement and License Agreement between the Village of Mount Prospect and 20West, LLC for Stormwater Volume Control Features attached and hereto made park of this Resolution as Exhibit "A" SECTION TWO: That this Resolution shall be in full force and effect from and after its passage and approval in the manner provided by law. RESOLUTION NO. 2-20 AYES: Grossi, Hatzis, Hoefert, Rogers, Saccotelli, Zadel NAYS: None ABSENT: None PASSED and APPROVED this 7th day of January, 2020 Arlene A. Juracek, M Fr ATTEST: Karen M. Agorano , Village Clerk LONG-TERM MAINTENANCE AGREEMENT AND LICENSE AGREEMENT BETWEEN VILLAGE OF MOUNT PROSPECT, ILLINOIS AND 20 WEST, LLC FOR STORMWATER VOLUME CONTROL FEATURES (20 WEST Development) The VILLAGE OF MOUNT PROSPECT, an Illinois home rule municipal corporation, ("Village") and 20 WEST, LLC, an Illinois limited liability company ("20 West'), hereby agree to the following Long -Term Maintenance Agreement and License Agreement for Stormwater Volume Control Features ("Agreement'): WHEREAS, the Village owns certain real estate including the Busse Avenue public right- of-way and a parcel legally described in EXHIBIT A attached hereto and made a part hereof (the "Village Property"); and WHEREAS, 20 West and the Village entered into the "Redevelopment Agreement For The 20 West Development Comprising A Part Of The Prospect And Main TIF District Of The Village Of Mount Prospect, Illinois" ("RDA") dated March 20, 2018, as amended; and WHEREAS, the RDA requires a subsequent agreement between 20 West and the Village defining ownership and maintenance responsibilities for the stormwater volume control features constructed to support the 20 West Development; and WHEREAS, this Agreement shall satisfy the requirement in the RDA for a subsequent agreement between 20 West and the Village defining ownership and maintenance responsibilities for the stormwater volume control features constructed to support the 20 West Development; and WHEREAS, 20 West desires to use and improve the Village Property with stormwater volume control features, and the Village desires that 20 West use and improve the Village Property in accordance with the terms of this Agreement; WHEREAS, 20 West and the Village affirm that the stormwater volume control features to be installed and maintained on Village Property by this Agreement improve the economic viability and constructability of the 20 West Development; and NOW, THEREFORE, in consideration of the foregoing, and for the mutual promises hereinafter set forth, and for other good and valuable consideration, the sufficiency of which is acknowledged, the Village and 20 West enter into a long-term maintenance agreement and the Village grants 20 West a license and assigns sole responsibility to 20 West to operate and maintain the stormwater volume control features in perpetuity on Village Property, subject to the following terms and conditions: License. The above Whereas clauses are incorporated into this Section 1 by reference. 20 West desires to have permanent access to the Village Property, including portions of the Busse Avenue right-of-way and a parcel legally described in EXHIBIT A for installation and maintenance of Stormwater Volume Control Features. The Village hereby grants, gives, and conveys to 20 West, and its elected and appointed officials, employees, agents, contractors, successors and assigns, and the public, a non-exclusive, perpetual license for the purpose of Stormwater Volume Control Features, together with the right, permission and authority for access to and upon such portions of the Village Property as may be reasonably necessary for the purposes granted herein in accordance with the terms and conditions of this license, and in compliance with all applicable laws. The license granted in this Section 1 shall be perpetual in duration. No third party beneficiary shall be entitled to claim any rights hereunder. This Agreement and License, and all the rights, conditions, covenants and interests set forth herein and created hereby are intended to and shall run with the land of the following PINs (08-12-107-022-000, 08-12-102-030-000, 08-12-102-058-000, 08-12-102-057-000, and 08-12-102-059-000)shall be binding upon and inuring to the benefit of 20 West and their respective successors and assigns. This Agreement shall be recorded on title at the Office of the Cook County Recorder of Deeds to the Village Property and the following PINs (08-12-107-022-000, 08-12-102-030-000, 08-12-102-058-000, 08-12-102-057-000, and 08-12-102-059-000) at the cost of 20 West within ten (10) days of the date of this Agreement. 2. Use and Condition of Premises. 20 West accepts the Village Property in "AS -IS, WHERE -IS" condition as existing on the date of the execution of this Agreement. 20 West acknowledges that it has inspected the Village Property and acknowledges that it is in good condition. THE VILLAGE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE CONDITION OF THE VILLAGE PROPERTY. 20 West acknowledges that the Village has made no representations or promises to 20 West to alter, or otherwise improve the condition of the Village Property. 3. Responsibilities of the Parties. a. 20 West shall, at its own expense, be responsible for the construction, installation, and maintenance of all Stormwater Volume Control Features. Stormwater Volume Control Features shall refer to: the sewer pipes, granular backfill materials, permeable clay paver bricks, curbs, sewer backflow preventer valves, inspection manholes, manholes, observation wells, and other appurtenances constructed to satisfy the requirements of the Cook County Watershed Management Ordinance and delineated in the Metropolitan Water Reclamation District of Greater Chicago Watershed Management Permit Number 18-086, EXHIBIT B. b. 20 West shall procure all required permits to perform work on Village Property and/or rights-of-way. Access to Village Property and/or rights-of-way for the purpose of performing Stormwater Volume Control Features inspections, maintenance, and/or repairs shall be issued pursuant to the requirements and provisions of the Village Code (Chapter 9, Article VIII, Construction of Utility Facilities in Public Rights of Way). c. 20 West shall have sole responsibility for the volume control preventative and corrective maintenance tasks stipulated in the Metropolitan Water Reclamation District of Greater Chicago Watershed Management Permit Number 18-086, including: General 1. Regular inspections and routine maintenance of general areas shall be performed on a monthly or as -needed basis. Specific items of concern include: A. Litter and debris shall be controlled. 2 B. Landscaped areas, if installed,shall be maintained with regular mowing and restored with appropriate vegetation as necessary. C. Accumulated sediment shall be disposed of properly along with any wastes generated during maintenance operations. D. Roads shall be swept, vacuumed, and/or washed on a regular basis. E. Backflow preventers shall be inspected annually to ensure they are operational. 1. Permeable pavers shall not be seal coated. 1. Monthly — observe any collection areas of debris, dirt, topsoil, mulch, etc. After season events such as snowfall, rain storms, leaf litter, etc. and investigate if clogging is occurring. Immediately restore infiltration using the following cleaning options: A. Break up any crust covering the joint aggregate material with a rotary sweeper. Remove debris material B. When necessary, restore infiltration using vacuum truck by removing debris from joint aggregate material. C. Replenish joint aggregate material to "lip" of paver. 2. Yearly — establish a seasonal maintenance schedule that includes the following: A. Sweep entire permeable paver surface with a rotary sweeper. B. Replenish joint aggregate material to "lip" of paver. C. Ten years plus — plan long term maintenance to rejuvenate infiltration rates. D. Completed restoration of the joint aggregate material. E. Replenish joint with cleaned or new aggregate material to "lip" of paver. Seasonal maintenance schedule 1. After the snow melt — March 1 through April 15: A. Broom, blow, rotary brush entire surface. 3 B. Clean debris from paver surface in location of snow stockpile area. C. Replenish joint aggregate material after cleaning. D. Every fifth year, vacuum or power wash problem areas and refill joint material. 2. Late spring — April 1 through May 1 A. Broom, blow, rotary brush flowers from trees and shrubs. B. Collect any additional debris from areas mulched or planted with annual flowers. C. Replenish joint aggregate material as necessary. 3. Late summer — July 15 through August 30 A. Broom, blow, rotary brush lawn and shrub clippings or tree fruits. B. Collect any additional debris from summer activities. C. Replenish joint aggregate material as necessary. 4. Late fall — October 15 through November 30 A. Broom, blow, rotary brush plant leaves. B. Replenish joint aggregate material as necessary. 5. Winter snow removal A. Always use plastic snow shovels, snow blowers fit with plastic shoes on adjustable gliders and on the scoop edge and confirm snowplow equipment is fit with protective edges (rubber or polymer cutting edges). B. De-icing — sodium chloride may be applied sparingly to facilitate snow melt. Maintenance of Vegetated areas in the event vegetated or landscaped areas are re uired to be installed as part of the stormwater volume control system, or for any other reason 1. Regular mowing to control vegetation. 2. Need for planting, reseeding, or sodding. 4 3. Alternative native vegetation if a significant portion has not established (50%). 4. Repair damage caused by grazing, bicyclist, vehicle, or pedestrian traffic. 5. Inspect for invasive vegetation. Remove if applicable. 6. All vegetation must be maintained pursuant to the planting plan on file with Metropolitan Water Reclamation District of Greater Chicago. 1 20 West shall perform monthly inspection of all components of the stormwater collection system. The monthly inspections shall occur between March and November and include the following specific areas of concern: A. Storm inlets/manholes i. Remove accumulated leaves and other debris from grates. ii. Reset covers/lids on as -needed basis. iii. Remove accumulated sediment from manhole bottom when 50% of sump is filled. B. Storm sewers/culverts Visually inspect pipes by removing manholes lids. Make repairs as necessary. ii. Storm sewers and culverts shall be checked for siltation deposits at inlets, outlets, and within the conduit. Clean as necessary. d. The Village shall, at its own expense, be responsible for the following maintenance of the Village Property: i. Routine snow removal, ice control, and mechanical street sweeping services at a scope, scale, and frequency consistent with other Village streets. e. 20 West shall, at its own expense and at all times, accept responsibility for the maintenance and condition of all permeable surfaces including brick damaged by snow removal crews, public traffic, and / or failure of water mains or other public utilities on the Village Property. f. 20 West shall maintain thorough and accurate records of inspections, maintenance, and repair work necessary to satisfy the permit requirements of 5 Metropolitan Water Reclamation District of Greater Chicago Watershed Management Permit Number 18-086, EXHIBIT B. g. On or before June 15th_, and repeating every year, at least one time per year, 20 West shall provide the Village with a written affidavit affirming that required inspection, maintenance, and repairs necessary to demonstrate compliance with the permit requirements of Metropolitan Water Reclamation District of Greater Chicago Watershed Management Permit Number 18-086, EXHIBIT B have been completed. Work orders, paid invoices, inspection records, and other applicable documents shall accompany the affidavit. h. On or before June 15th , and repeating every year, at least one time per year, 20 West shall participate in an annual field inspection of the Stormwater Volume Control Features with Mount Prospect Public Works Department staff. The affidavit listed above and maintenance records shall be submitted to the Village at least fifteen (15) calendar days before the annual inspection. In the event that 20 West fails to maintain the Stormwater Volume Control Features or permeable pavement system in good condition, or fails to effect maintenance or repairs in a timely fashion, the Village reserves the right to cause any and all necessary work to maintain the Stormwater Volume Control Features or permeable pavement system in good condition or effect maintenance or repairs to such to be performed and reserves the right to recover the cost of such work from 20 West. 20 West agrees to remit full payment for costs incurred by the Village to perform maintenance or repairs to Stormwater Volume Control Features or permeable pavement system within fifteen (15) calendar days of the date the Village issued the invoice to 20 West for such work. If 20 West fails to pay the Village in full, or in a timely manner (in excess of thirty (30) days), the Village reserves the right to lien the property and record such a lien against the (08-12- 107-022-000, 08-12-102-030-000, 08-12-102-058-000, 08-12-102-057-000, and 08-12-102-059-000) at the Office of the Cook County Recorder of Deeds. 4. Interference With Access. 20 West represents and warrants that its use of the Village Property shall not interfere in any way with the use of the public rights-of-way or property owned by the Village, the State or the County. 5. Modification. No modification or amendment of this Agreement shall be of any force or effect unless in writing executed by both the Village and 20 West and recorded at the office of the Cook County Recorder of Deeds. 6. Village Entry and Inspection. The Village and the Village's employees, agents, representatives and volunteers are authorized to enter upon the Village Property, as well as the areas used for activities associated with the Agreement at any time and with or without prior notice, for all lawful purposes. 7. Release, Waiver, Assumption of Risk, Hold Harmless and Indemnification. 20 West covenants and agrees as follows: A. Hold Harmless and Indemnification. 20 West agrees to indemnify, defend, save and hold forever harmless the Village and its officers, current/past/future appointed and elected officials, President and Board of Trustees, employees, volunteers, L attorneys, engineers and agents (the "Village Affiliates") from and against any and all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses brought by any person, including 20 West and their officers, officials, employees, contractors, subcontractors, volunteers, agents and invitees arising out of or relating to the Agreement, 20 West's use, or the public's use of the Village Property or the areas used for activities associated with the Agreement, any other public rights-of-way in the Village, or any matters arising out of or relating to matters covered under this Agreement. B. Risk of Injury. 20 West assumes the full risk of death, illness and personal injuries of any kind and all damages or losses of any kind which it or its officers, officials, employees, contractors, subcontractors, volunteers, agents and invitees or members of the public, may sustain arising out of or relating to the Agreement, 20 West's use, or the public's use of the Village Property or the areas used for activities associated with the Agreement, any other public rights-of-way in the Village, or any matters arising out of or relating to matters covered under this Agreement. C. Waiver Of Claims. 20 West agrees to waive and relinquish any and all claims or causes of action of any kind that it or its officers, officials, employees, contractors, subcontractors, volunteers, agents and invitees may have against the Village and the Village Affiliates arising out of or relating to the Agreement, 20 West's use, or the public's use of the Village Property or the areas used for activities associated with the Agreement, or any matters arising out of or relating to matters covered under this Agreement. D. Release From Liability. 20 West fully releases and discharges the Village and the Village Affiliates from any and all claims or causes of action of any kind, including but not limited to illness, injury, death, damages or losses which 20 West or its officers, officials, employees, contractors, subcontractors, volunteers, agents and invitees or members of the public may have or which arise out of or relate to the Agreement, 20 West's use, or the public's use of the Village Property or the areas used for activities associated with the Agreement, any other public rights-of-way in the Village, or any matters arising out of or relating to matters covered under this Agreement. 8. Insurance. During the term of this Agreement, 20 West agrees to have the Village and the Village Affiliates expressly named as additional insureds on its insurance policies, in its endorsements and on its certificates related to the operation of the Activity for the purposes stated herein. 20 West shall provide the following types of insurance, written on the comprehensive form and as an "occurrence" policy, in not less than the following amounts: A. Comprehensive General Liability — $1,000,000 per occurrence and $2,000,000 in the aggregate B. Umbrella Coverage — $3,000,000 C. Property Damage — $1,000,000 per occurrence D. Workers' Compensation — Statutory 20 West shall furnish certificates of insurance, with premiums paid in full, prior to the effective date of this Agreement, copies of which are incorporated herein and attached hereto as EXHIBIT C and made a part hereof. 20 West shall provide the Village with satisfactory proof of 7 the above insurance requirements in the form of a certificate executed by an insurer with no less than an A rating by the most recent "AM Best Insurance Rating Guide." The Village shall have the right to approve the coverage and carrier, which approval shall not be unreasonably withheld. 20 West shall also carry, during the life of this Agreement, a Worker's Compensation Insurance Policy with coverage in the statutory amount conforming to the current laws of the State of Illinois and shall furnish to the Village a Certificate of Insurance evidencing such coverage. 20 West's policy or policies of insurance shall specifically recognize and cover 20 West's indemnification obligations under this Agreement, and shall contain cross -liability endorsements. Said insurance shall provide that the insurance provided by 20 West shall be primary and that any provision of any contract of insurance or other risk protection benefit or self-insurance policy purchased or in effect or enacted by the Village and any other insurance or benefit of the Village shall be in excess of 20 West's insurance. Said insurance shall afford the Village and the Village Affiliates with its choice of counsel and the right to conduct its own defense. All Certificate(s) of Insurance shall contain the following endorsement: "Should any of the above-described policies be canceled before the expiration date thereof, the issuing company shall serve thirty (30) days prior written notice to the Village." In the event of the cancellation of any insurance policy required herein, or upon 20 West's failure to procure said insurance, the Village shall have the right to immediately terminate this Agreement. The insurance coverage of 20 West shall be primary to the Village's own insurance. 9. Alterations. 20 West shall not, without first obtaining the written consent of the Village, make any alterations, additions or improvements to the Village Property. It is expressly understood by 20 West and its agents that if 20 West performs any alterations to the Village Property, 20 West agrees to indemnify, defense, hold harmless, release, waive, assume the risk and defend the Village and the Village Affiliates from any and all liabilities, costs, expenses, damages, claims or causes of action of any kind, including but not limited to death, illness, injuries, damages and losses which any person, including 20 West or its officers, employees, volunteers, agents, contractors, subcontractors or members of the public, may have or which arise out of, are connected with or are in any way associated with the construction or performance of the alterations of the Village Property to the full extent possible under the provisions of Section 7 of this Agreement. 10. Default. Failure or refusal by 20 West to comply with any of the obligations of 20 West set forth in this Agreement shall constitute an "Event of Default." 11. Village's Remedies on Default. If 20 West defaults in the performing of any of the other covenants or obligations hereof, or in the occurrence of any Event of Default, the Village shall give 20 West written or verbal notice of such default, and if 20 West does not immediately cure any such default or take immediate actions to cure such default, then the Village may terminate this Agreement. Upon termination of this Agreement, 20 West shall promptly remove its personal property, equipment and materials from the Village Property and shall not conduct activities associated with the Agreement on the Village Property. 12. Non -Waiver. Failure by 20 West or the Village to insist on strict performance of any of the conditions, covenants, terms or provisions of this Agreement or to exercise any of its rights hereunder shall not waive such rights, but 20 West and the Village shall have the right to enforce the terms and conditions of this Agreement at any time and take such action as might be lawful or authorized hereunder, either in law or equity. A 13. Attorneys' Fees. In case suit should be brought by the Village for recovery of the Village Property, or because of any act, which may arise out of the use or possession of the Village Property or to enforce the terms of this Agreement, the Village shall be entitled to all costs incurred in connection with such action, including reasonable attorneys' fees and litigation fees and expenses. 14. Notices. Any notice which either party may or is required to give shall be given by mailing the same, by Personal Delivery or United States Registered or Certified Mail, postage prepaid, to 20 West at its current business address, or the Village at 50 S. Emerson Street, Mount Prospect, Illinois, Attention: Village Manager, or to such other places as may be designated by either party from time to time. 15. Severability. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law; but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. 16. Right to Terminate. In addition to the termination rights set forth in Section 11 above, the Village may suspend or terminate the Agreement at any time and for any reason relating to the public safety or for a violation of applicable Federal, State, County or Village laws or this Agreement, upon written notice or verbal notice to 20 West. If the Village exercises its right to terminate this Agreement, 20 West shall not be entitled to a refund or any payment for any Stormwater Volume Control Features. If this Agreement is terminated by the Village, the permission to use the Village Property shall terminate at the same time. Otherwise, this Agreement shall terminate as provided in Section 11 above, except that the release, hold harmless and indemnification provisions of Section 7 of this Agreement shall remain in full force and effect through the expiration of any applicable statute of limitation period that applies to all claims and causes of actions of any kind that could be or are brought against the Village or the Village's Affiliates (as defined above) that arise out of or relate to any matters covered by this Agreement, including the approval of this Agreement by the Village. In addition, the obligations of 20 West set forth in Section 3 above shall survive the termination of this Agreement until those obligations are fully satisfied by 20 West. 17. Compliance With Laws. The parties to this Agreement shall comply with all applicable Federal, State, County, Village and other laws, rules and regulations in carrying out the terms and conditions of this Agreement, including the following: A. Certification. Each party and its officers, corporate authorities, employees, and agents certify that they are not barred from entering into this Agreement as a result of a violation of either 720 ILCS 5/33E-3 or 5/33E-4 (bid rigging or bid rotating) or 5/33E-6 (interference with contract submission and award by public official) or as a result of a violation of 820 ILCS 130/1 et seq. (the Illinois Prevailing Wage Act) or as a result of: (1) a delinquency in the payment of any tax administered by the Illinois Department of Revenue or any fee required by any unit of local government or the State, unless the party is contesting, in accordance with the procedures established by the appropriate revenue act, its liability for the tax or the amount of the tax or the fee, as set forth in Section 11- 42.1-1 et seq. of the Illinois Municipal Code, 65 ILCS 5/11-42.1-1 et seq. Each party and its officers, corporate authorities, employees, and agents further certify by signing this Agreement that the party and its officers, corporate authorities, employees, and agents have not been convicted of, or are not barred for attempting to rig bids, price-fixing or attempting to fix prices as defined in the Sherman Anti -Trust Act and Clayton Act. 15 U.S.C. § 1 et seq.; and has not been convicted of or barred for bribery or attempting to bribe an officer or employee of a unit of state or local government or school district in the State of Illinois in that officer's or employee's official capacity. Nor has any of the parties and their officers, corporate authorities, employees, and agents made admission of guilt of such conduct which is a matter of record, nor has any official, officer, agent, or employee of the parties been so convicted nor made such an admission. B. Non -Discrimination. Each party and its officers, corporate authorities, employees, and agents agree not to commit unlawful discrimination and agree to comply with all applicable provisions of the Illinois Human Rights Act, Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act, the Age Discrimination in Employment Act, Section 504 of the Federal Rehabilitation Act, and all applicable rules and regulations. Each party maintains a written Sexual Harassment Policy in compliance with Section 2-105 of the Illinois Human Rights Act (775 ILCS 5/2-105(A)(4)). Each party certifies that it is an "Equal Opportunity Employer' as defined by federal and State laws and regulations, and agrees to comply with the Illinois Department of Human Rights ("IDHR") Equal Opportunity Employment clause as required by the IDHR's Regulations (44 III. Adm. Code, Part 750, Appendix A). As required by Illinois law and IDHR Regulation, the Equal Opportunity Employment clause is incorporated by reference in its entirety as though fully set forth herein. Each party certifies that it agrees to comply with Prohibition of Segregated Facilities clause, which is incorporated by reference in its entirety as though fully set forth herein. See, Illinois Human Rights Act (775 ILCS 5/2-105). See also, Illinois Department of Human Rights Rules and Regulations, Title 44, Part 750. Administrative Code, Title 44: Government Contracts, Procurement and Property Management, Subtitle B: Supplemental Procurement Rules, Chapter X: Department of Human Rights, Part 750: Procedures Applicable to All Agencies, Section 750.160: Segregated Facilities (44 III. Adm. Code 750.160). C. Illinois Freedom Of Information Act. The definition of a public record in the Freedom of Information Act (5 ILCS 140/1 et seq.) ("FOIA") includes a "public record that is not in the possession of a public body but is in the possession of a party with whom the agency has contracted to perform a governmental function on behalf of the public body and that directly relates to the governmental function and is not otherwise exempt under this Act." (5 ILCS 140/7(2). Consequently, the parties must maintain and make available to the other parties, upon request, their public records relating to the performance of this Agreement in compliance with the requirements of the Local Records Act (50 ILCS 205/1 et seq.) and the FOIA. 18. Venue. The parties agree that, for the purpose of any litigation relative to this Agreement and its enforcement, venue shall be in the Circuit Court of Cook County, Illinois and the parties consent to the in personam jurisdiction of said Court for any such action or proceeding. This Agreement, and all questions of interpretation, construction and enforcement hereof, and all controversies hereunder, shall be governed by the applicable statutory and common law of the State of Illinois. 19. Complete Defense. It is expressly understood and agreed by the parties that this Agreement may be pleaded by the Village as a complete defense to, and in bar of, any and all claims or causes of action of any kind brought, maintained or conducted by 20 West or by a third party in connection with or on account of any of the matters set forth in this Agreement. The 10 parties agree that this Agreement shall be admissible in evidence in any action in which the terms of this Agreement are sought to be enforced. 20. Authority to Bind. The parties warrant and represent that the execution, delivery of and performance under this Agreement is pursuant to authority, validly and duly conferred upon the parties and the signatories hereto. 21. Effective Date: This Agreement shall become effective upon the date of execution by the last signatory below. IN WITNESS WHEREOF, the parties to this Agreement have executed this instrument as of the dates listed below. VILLAGE OF MOUNT PROSPECT By: Village Manager Date: 20 WEST, LLC. By: Authorized Officer Date 11 EXHIBIT A VILLAGE PROPERTY LEGAL DESCRIPTION (attached) 12 That part of the east 60 feet (except the north 100 feet and except that part dedicated for Busse Avenue) of Lot 2 in Block 3 in Busse and Wille's resubdivision of Mount Prospect in Section 12, Township 41 North, Range 11 east of the third principal meridian, described as follows: Commencing at the intersection of the south line of the north 100 feet of said Lot 2 and the east line of said Lot 2; thence south 00 degrees 06 minutes 44 seconds west, along said east line, 19.22 feet to a line that is the westerly extension of the southernmost line of Lot 2 in Mount Prospect Central District Subdivision of part of the west half of Section 12, Township 41 North, Range 11 east of the third principal meridian according to the plat thereof recorded December 23, 1949 as document 1275902, and the point of beginning; thence south 00 degrees 06 minutes 44 seconds west, continuing along said east line, 100.27 feet to the north line of Busse Avenue, thence south 89 degrees 10 minutes 36 seconds west, along the north line of Busse Avenue, 25.00 feet; thence north 00 degrees 06 minutes 44 seconds east, parallel with said east line, 100.46 feet to said westerly extension, thence north 89 degrees 35 minutes 57 seconds east, along said westerly extension, 25.00 feet to the point of beginning, all in Cook County, Illinois. EXHIBIT B WATERSHED MANAGEMENT PERMIT NO. 18-086 (attached) 13 1 8 , ,I `* 5RA" " " 6 WMO SCHEDULE R Watershed Management Permit No _ y . .................... ............ -- ."^*-...._..---------- -_.... --OFFICE OF THE RECORDER OF DEEDS OF COOK COUNTY NOTICE OF WATERSHED MANAGEMENT PERMIT REQ _U[REMENTS AND OBLIGATIONS OF PERPETUAL MAINTENANCE & OPERATION Name of Project: Twenty West Development Attach Legal Description SPACE RESERVED PLACE STICKER HERE PROOF OF EXECUTED RECORDATION DOC# A. NOTICE IS HEREBY GIVEN that the undersigned is (select one) (the owner and record title holder),(a principal beneficiary of Land Trust No. held by as Trustee), (an Officer .._. -- W (Name of Trust Holder) (Official capacity) of Corporation), (a General Partner partnership), (Name of Corporation) NICK Papaflicholas, Jr. (Name of Partnership) �. (a Managing Member of Twenty West, LLC Limited Liability Company ("LLC')), which is the record title holder of the property (Name o£Partnership) is the, record title holder of the property or Properties shown on the attached plat of survey and legally described an the attached shect('s; said recordation document and or record plans, attached hereto as Exhibit "R" and specilically incorporated by referrence herein; said property bcing. developed and built tip for the benefit or use of more than one, ommer or user, is subject to the rules and regulations of the Metropolitan Wetter Reclamation District of Greater Chicago ("District") goveniing, storrrswaterrnaintermwc and operation requirements, B. NOTICE IS FURTHER GIVEN that a Watershed Management Permit "Permit") District Permit No.: (coveringthe project indicated and designated b the number above) has been granted b the District with _ respect to the property described in Exhibit "R", for the development and/or redevelopment and/or construction of a qualified sewer system as shown on the permit and accompanying documents on file with the District. *C. NOTICE IS FURTHER GIVEN that the following facilities contemplated for construction under the permit on file with the District requires perpetual maintenance and operation by the co -permittee and / or the current property owner, to meet the requirements of the watershed management permit: D. THIS NOTICE, after it has been recorded, shall not be withdrawn, rescinded or removed, except after the District requirements relative to obligation of perpetual maintenance and operation of facilities have been satisfied with respect to the entire property described in Exhibit "R", and a written release from the obligations hereunder is obtained from the District. Schedule R is to be executed by owner and furnished to District for proof o f recordation. Owner is to pay all expenses for recording after construction and as -built survey is complete and prior to RFI to obtain return on deposit. Submit one original and one copy of the executed and recorded Schedule R along with record drawings, maximum size 30"x 36 The information provided on the record drawings must be legible when it is recorded (microfilmed). All documents submitted for filing must comply with the Illinois Plat Act and additional requirements as set forth by the County Recorder of Deeds. `Select all boxes as appropriate Page 1 of 2 Revised 11/2017 (OVER) Applicability A) Volume Control Facilities R Yes ❑ No B) Detention Facilities (Existing and Proposed) ❑ Yes FW No C) Offsite or Trade-off Detention Facilities ❑ Yes No D) Stormwater Management System(s) Component(s) ❑ Yes ® No E) Native Planting Conservation Area(s) ❑ Yes Cr±iMf No F) Compensatory Storage Area(s) ❑ Yes R No G) Wetland/Buffer Mitigation Area(s) ❑ Yes N No H) Riparian Environment Mitigation Area(s) ❑ Yes R No I) Qualified Sewer Construction W, Yes ❑ No J) Other ❑ Yes i No (Include attachments as necessary) D. THIS NOTICE, after it has been recorded, shall not be withdrawn, rescinded or removed, except after the District requirements relative to obligation of perpetual maintenance and operation of facilities have been satisfied with respect to the entire property described in Exhibit "R", and a written release from the obligations hereunder is obtained from the District. Schedule R is to be executed by owner and furnished to District for proof o f recordation. Owner is to pay all expenses for recording after construction and as -built survey is complete and prior to RFI to obtain return on deposit. Submit one original and one copy of the executed and recorded Schedule R along with record drawings, maximum size 30"x 36 The information provided on the record drawings must be legible when it is recorded (microfilmed). All documents submitted for filing must comply with the Illinois Plat Act and additional requirements as set forth by the County Recorder of Deeds. `Select all boxes as appropriate Page 1 of 2 Revised 11/2017 (OVER) d" f WMO Schedule R (Continued) Watershed Management Permit No. µ This notice is intended to be given to any party or parties hereinafter acquiring any interest in the aforedescribed property, or dealing with said property in any manner whatsoever, notifying them of the requirements for obligation of perpetual maintenance and operation for facilities for said property as provided herein. The owner hereby certifies that the property is recorded in the office of the Cook County Recorder of Deeds. Signed lr owner and ,rd title holder dated this o201f. [repress CHOOSE A. B. C. or D Corporate A (for individual owner) Owner Seal Here B .. ,_, (for Partnership) _ ...._ ........ General Partner C for Limited Liability ty Company) Managing Member (for Corporation ...... � .... m President Corporate Secretary E (for property in a land trust) —,,, _ Individual holding power of direction NOTARIZATION OF OWNER'S SIGNATURE NOTE: (For individual, Partnership or Corporation) (if title to property is held in land trust, the trust officer must countersign in space provided.) County of COOK- ) ss. A INDIVIDUAL OWNER 1, the undersigned, a Notary Public in and for said County, in the State aforesaid, DO HEREBY CERTIFY that personally known to me to be the same person(s) whose name (s) (is) (are) subscribed to the foregoing instrument appeared before me this day in person, and acknowledged that (he) (she) signed, sealed and delivered the said instrument as (his) (her) free and voluntary act, for the uses and purposes therein set forth, or, B PARTNERSHIP I, the undersigned, a Notary Public in and for said County, in the State aforesaid, DO HEREBY CERTIFY that personally known to me to be a general partner of the partnership, personally known to me to be the same person(s) whose name (s) (is) (are) subscribed to the foregoing instrument appeared before me this day in person, and acknowledged that (he) (she) signed, sealed and delivered the said instrument as (his) (her) free and voluntary act, for the uses and purposes therein set forth, or, C Limited Liability Company (LLC) 1, the undersigned, a Notary Public in and for said County, in the State aforesaid, DO HEREBY CERTIFY that Niek fie anicholns Jr. ,Managing Member of Twenty West, LLC is personally known to me to be the same person whose name is subscribed to the preceding instrument as Managing Member, appeared before me this day in person, and acknowledged that (he) (she) signed, sealed and delivered the said instrument as Managing Member of the LLC, as (his) (her) free and voluntary act, and the free and voluntary act of the LLC, for the uses and purposes therein set forth, or, D CORPORATION I, the undersigned, a Notary Public in and for said County, in the State aforesaid, DO HEREBY CERTIFY that President of , and Secretary of the corporation, are personally known to me to be the same persons whose names are subscribed to the preceding instrument as President and Secretary respectively, appeared before me this day in person and acknowledged that they signed and delivered the instrument as President and Secretary of the corporation, and affixed the corporate seal of the corporation, pursuant to authority given by the Board of Directors of the corporation, as their free and voluntary act, and as the free and voluntary act of the corporation, for the uses and purposes there stated Given under my hared and official seal, this A/ day of'ift„ 20+.x?. w Commission expiresL� , 20Lri ( rt.rtgr I'aatladra) E LAND TRUST COUNTERSIGNATURE held by as Trustee. (�.r..W� Trust Officer (Trust No.) (Name of Trustee) Page 2 of 2 RESTAURANT FlF PERMIE ABL ` I I VER APER a w, m:4 _ q� ' 5 w.woyg t -3 tt FERMEABLE PAC=ER ETAIL €CTrMc a = a �9 2 fit_"BLE PAVER DETAIL SECT ICIN E OFFICE ABILE PAPE' OFTAfL - SECTIOUN A r a EX -R - = ; $! Vjj ARFA A mat v1 w r kk � PROPOSED r .. ' BUILDING j� .t GROUND LVL FIF =5W.5 ' LOWER LVL FIF=6ti26J? RESTAURANT FlF PERMIE ABL ` I I VER APER a w, m:4 _ q� ' 5 w.woyg t -3 tt FERMEABLE PAC=ER ETAIL €CTrMc a = a �9 2 fit_"BLE PAVER DETAIL SECT ICIN E OFFICE ABILE PAPE' OFTAfL - SECTIOUN A r a EX -R EXHIBIT C CERTIFICATES OF INSURANCE 14 vxfWcr.,= L � ; a: PEMi PAVER AR W ee•. PROPOSED BUILDING � � - GROUNDLVLFIF-67325__- LOWER LVL FIF-6670626070 F '} F i RESTAURAN7 F�IF � $ _ "_'i { I t SA C x._ sA4 t 1 Wolume ce-naro Z W ffi a 8 O Lu c w 0 N MSR EX -R RESOLUTION NO. 2-20 A RESOLUTION AUTHORIZING EXECUTION OF A LONG-TERM MAINTENANCE AGREEMENT AND LICENSE AGREEMENT BETWEEN THE VILLAGE OF MOUNT PROSPECT, ILLINOIS AND 20 WEST, LLC FOR THE OPERATION AND MAINTENANCE OF A STORMWATER VOLUME CONTROL SYSTEM WHEREAS, the Village of Mount Prospect, an Illinois home rule municipal corporation, ("Village") and 20 WEST, LLC, an Illinois limited liability company ("20 West"), hereby agree to the following Long -Term Maintenance Agreement and License Agreement for Stormwater Volume Control Features ("Agreement"):; and WHEREAS, the Village owns certain real estate including the Busse Avenue public right of -way and a parcel legally described and made part of the Agreement; and WHEREAS, 20 West and the Village entered into the "Redevelopment Agreement For The 20 West Development Comprising A Part Of The Prospect And Main TIF District Of The Village Of Mount Prospect, Illinois" ("RDA") dated March 20, 2018, as amended; and WHEREAS, the RDA requires a subsequent agreement between 20 West and the Village defining ownership and maintenance responsibilities for the stormwater volume control features constructed to support the 20West Development; and WHEREAS, this Agreement shall satisfy the requirement in the RDA for a subsequent agreement between 20 West and the Village defining ownership and maintenance responsibilities for the stormwater volume control features constructed to support the 20 West Development; and WHEREAS, 20 West desires to use and improve the Village Property with stormwater volume control features, and the Village desires that 20 West use and improve the Village Property in accordance with the terms of this Agreement; WHEREAS, 20 West and the Village affirm that the stormwater volume control features to be installed and maintained on Village Property by this Agreement improve the economic viability and constructability of the 20 West Development; and NOW THEREFORE BE IT RESOLVED BY THE MAYOR AND BOARD OF TRUSTEES OF THE VILLAGE OF MOUNT PROSPECT, COOK COUNTY, ILLINOIS, PURSUANT TO ITS HOME RULE POWERS: SECTION ONE: The Board of Trustees of the Village of Mount Prospect do hereby authorize the Village Manager to execute the Long -Term Maintenance Agreement and License Agreement between the Village of Mount Prospect and 20West, LLC for Stormwater Volume Control Features attached and hereto made park of this Resolution as Exhibit "A" SECTION TWO: That this Resolution shall be in full force and effect from and after its passage and approval in the manner provided by law. RESOLUTION NO. 2-20 AYES: Grossi, Hatzis, Hoefert, Rogers, Saccotelli, Zadel NAYS: None ABSENT: None PASSED and APPROVED this 7th day of January, 2020 r Arlene A. Juracek , M v ATTEST: I " Karen M. A go ra-not Clerk LONG-TERM MAINTENANCE AGREEMENT AND LICENSE AGREEMENT BETWEEN VILLAGE OF MOUNT PROSPECT, ILLINOIS AND 20 WEST, LLC FOR STORMWATER VOLUME CONTROL FEATURES (20 WEST Development) The VILLAGE OF MOUNT PROSPECT, an Illinois home rule municipal corporation, ("Village") and 20 WEST, LLC, an Illinois limited liability company ("20 West'), hereby agree to the following Long -Term Maintenance Agreement and License Agreement for Stormwater Volume Control Features ("Agreement'): WHEREAS, the Village owns certain real estate including the Busse Avenue public right- of-way and a parcel legally described in EXHIBIT AA attached hereto and made a part hereof (the "Village Property"), and WHEREAS, 20 West and the Village entered into the "Redevelopment Agreement For The 20 West Development Comprising A Part Of The Prospect And Main TIF District Of The Village Of Mount Prospect, Illinois" ("RDA") dated March 20, 2018, as amended, and WHEREAS, the RDA requires a subsequent agreement between 20 West and the Village defining ownership and maintenance responsibilities for the stormwater volume control features constructed to support the 20 West Development; and WHEREAS, this Agreement shall satisfy the requirement in the RDA for a subsequent agreement between 20 West and the Village defining ownership and maintenance responsibilities for the stormwater volume control features constructed to support the 20 West Development; and WHEREAS, 20 West desires to use and improve the Village Property with stormwater volume control features, and the Village desires that 20 West use and improve the Village Property in accordance with the terms of this Agreement; WHEREAS, 20 West and the Village affirm that the stormwater volume control features to be installed and maintained on Village Property by this Agreement improve the economic viability and constructability of the 20 West Development; and NOW, THEREFORE, in consideration of the foregoing, and for the mutual promises hereinafter set forth, and for other good and valuable consideration, the sufficiency of which is acknowledged, the Village and 20 West enter into a long-term maintenance agreement and the Village grants 20 West a license and assigns sole responsibility to 20 West to operate and maintain the stormwater volume control features in perpetuity on Village Property, subject to the following terms and conditions: 1- License. The above Whereas clauses are incorporated into this Section 1 by reference. 20 West desires to have permanent access to the Village Property, including portions of the Busse Avenue right-of-way and a parcel legally described in EXHIBIT Afor installation and maintenance of Stormwater Volume Control Features. The Village hereby grants, gives, and conveys to 20 West, and its elected and appointed officials, employees, agents, contractors, successors and assigns, and the public, a non-exclusive, perpetual license for the purpose of Stormwater Volume Control Features, together with tate right, permission and authority for access to and upon such portions of the Village Property as may be reasonably necessary for the purposes granted herein in accordance with the terms and conditions of this license, and in compliance with all applicable laws. The license granted in this Section 1 shall be perpetual in duration. No third party beneficiary shall be entitled to claim any rights hereunder. This Agreement and License, and all the rights, conditions, covenants and interests set forth herein and created hereby are intended to and shall run with the land of the following PINs (08-12-107-022-000, 08-12-102-030-000, 08-12-102-058-000, 08-12-102-057-000, and 08-12-102-059-000)shall be binding upon and inuring to the benefit of 20 West and their respective successors and assigns. This Agreement shall be recorded on title at the Office of the Cook County Recorder of Deeds to the Village Property and the following PINS (08-12-107-022-000, 08-12-102-030-000, 08-12-102-058-000, 08-12-102-057-000, and 08-12-102-059.000) at the cost of 20 West within ten (10) days of the date of this Agreement. 2. Use and Condition of Premises. 20 West accepts the Village Property in "AS -IS, WHERE -IS" condition as existing on the date of the execution of this Agreement. 20 West acknowledges that it has inspected the Village Property and acknowledges that it is in good condition. THE VILLAGE MATES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE CONDITION OF THE VILLAGE PROPERTY. 20 West acknowledges that the Village has made no representations or promises to 20 West to alter, or otherwise improve the condition of the Village Property. 3. Responsibilities of the Parties. a. 20 West shall, at its own expense, be responsible for the construction, installation, and maintenance of all Stormwater Volume Control Features. Stormwater Volume Control Features shall refer to: the sewer pipes, granular backfill materials, permeable clay paver bricks, curbs, sewer backflow preventer valves, inspection manholes, manholes, observation wells, and other appurtenances constructed to satisfy the requirements of the Cook County Watershed Management Ordinance and delineated in the Metropolitan Water Reclamation District of Greater Chicago Watershed Management Permit Number 18-086, EXHIBIT . b. 20 West shall procure all required permits to perform work on Village Property and/or rights-of-way. Access to Village Property and/or rights-of-way for the purpose of performing Stormwater Volume Control Features inspections, maintenance, and/or repairs shall be issued pursuant to the requirements and provisions of the Village Code (Chapter 9, Article VIII, Construction of Utility Facilities in Public Rights of Way). c. 20 West shall have sole responsibility for the volume control preventative and corrective maintenance tasks stipulated in the Metropolitan Water Reclamation District of Greater Chicago Watershed Management Permit Number 18-086, including: General Regular inspections and routine maintenance of general areas shall be performed on a monthly or as -needed basis. Specific items of concern include: A. Litter and debris shall be controlled. 2 B. Landscaped areas, if installed,shall be maintained with regular mowing and restored with appropriate vegetation as necessary. C. Accumulated sediment shall be disposed of properly along with any wastes generated during maintenance operations. D. Roads shall be swept, vacuumed, and/or washed on a regular basis. E. Backflow preventers shall be inspected annually to ensure they are operational. 1. Permeable pavers shall not be seal coated. • •« 1. Monthly — observe any collection areas of debris, dirt, topsoil, mulch, etc. After season events such as snowfall, rain storms, leaf litter, etc. and investigate if clogging is occurring. Immediately restore infiltration using the following cleaning options: A. Break up any crust covering the joint aggregate material with a rotary sweeper. Remove debris material B. When necessary, restore infiltration using vacuum truck by removing debris from joint aggregate material. C. Replenish joint aggregate material to `lip' of paver. 2. Yearly — establish a seasonal maintenance schedule that includes the following: A. Sweep entire permeable paver surface with a rotary sweeper. B. Replenish joint aggregate material to "lip' of paver. C. Ten years plus — plan long term maintenance to rejuvenate infiltration rates. D. Completed restoration of the joint aggregate material. E. Replenish joint with cleaned or new aggregate material to 'lip" of paver. 1. After the snow melt — March 1 through April 15: A. Broom, blow, rotary brush entire surface. 3 B. Clean debris from paver surface in location of snow stockpile area. C. Replenish joint aggregate material after cleaning. D. Every fifth year, vacuum or power wash problem areas and refill joint material. 2. Late spring — April 1 through May 1 A. Broom, blow, rotary brush flowers from trees and shrubs. B. Collect any additional debris from areas mulched or planted with annual flowers. C. Replenish joint aggregate material as necessary. 3. Late summer — July 15 through August 30 A. Broom, blow, rotary brush lawn and shrub clippings or tree fruits. B. Collect any additional debris from summer activities. C. Replenish joint aggregate material as necessary. 4. Late fall — October 15 through November 30 A. Broom, blow, rotary brush plant leaves. B. Replenish joint aggregate material as necessary. 5. Winter snow removal A. Always use plastic snow shovels, snow blowers fit with plastic shoes on adjustable gliders and on the scoop edge and confirm snowplow equipment is fit with protective edges (rubber or polymer cutting edges). B. De-icing — sodium chloride may be applied sparingly to facilitate snow melt. Maintenance of Ve stated areas in the even v e sated or lan s gaped areas are r air L j(L_ Lq dart of the stormwater volume c ntro(MgIe,�m or for apytither regson 1. Regular mowing to control vegetation. 2. Need for planting, reseeding, or sodding. 4 3. Alternative native vegetation if a significant portion has not established (50%). 4. Repair damage caused by grazing, bicyclist, vehicle, or pedestrian traffic. 5. Inspect for invasive vegetation. Remove if applicable. 6. All vegetation must be maintained pursuant to the planting plan on file with Metropolitan Water Reclamation District of Greater Chicago. 19-9 �rvwat r coil e cti n, ys a 0 West shall perform • • • of r r• - of stormwater collection system. The monthly inspections shall occur between March • November d include A. Storm inlets/manholes i.. Remove accumulated leaves and other debris from grates. ii Reset covers/lids on as -needed basis. Remove accumulated sediment from manhole bottom when 50% of sump is filled. B. Storm sewers/culverts i. Visually inspect pipes by removing manholes lids. Make repairs as necessary. ii. Storm sewers and culverts shall be checked for siltation deposits at inlets, outlets, and within the conduit. Clean as necessary. d. The Village shall, at its own expense, be responsible for the following maintenance of the Village Property: i. Routine snow removal, ice control, and mechanical street sweeping services at a scope, scale, and frequency consistent with other Village streets. a. 20 West shall, at its own expense and at all times, accept responsibility for the maintenance and condition of all permeable surfaces including brick damaged by snow removal crews, w • or , other public utilities on ,g Property. f. 20 West shall maintain thorough and accurate records of inspections, maintenance, and repair work necessary to satisfy the permit requirements of 5 Greater.•• Watershed ManagementMetropolitan Water Reclarnation District of •-18-086, EXHIBIT B. requiredg. On or before June 15th., and repeating every year, at least one time per year, 20 West shall provide the Village with a written affidavit affirming that repairsinspection, maintenance, and • demonstrate compliance the permit requirementsReclamation District of inspectionChicago Watershed Management Permit Number 18-086, EX.HIBIT B have been completed. Work orders, paid invoices, other• .• le documents shall accompany the affidavit. h. On or before June 15th , and repeating every year, at least one time per year, 20 West shall participate in an annual field inspection of the Stormwater Volume Control Features with Mount Prospect Public Works Department staff. The affidavit listed above and maintenance records shall be submitted to the Village at least fifteen (15) calendar days before the annual inspection. i. In the event that 20 West fails to maintain the Stormwater Volume Control Features or permeable pavement system in good condition, or fails to effect maintenance or repairs in a timely fashion, the Village reserves the right to cause any and ali necessary work to maintain the Stormwater Volume Control Features or permeable pavement system in good condition or effect maintenance or repairs to such to be performed and reserves the right to recover the cost of such work from 20 West. 20 West agrees to remit full payment for costs incurred by the Village to perform maintenance or repairs to Stormwater Volume Control Features or permeable pavement system within fifteen (15) calendar days of the date the Village issued the invoice to 20 West for such work. If 20 West fails to pay the Village in full, or in a timely manner (in excess of thirty (0) days), the Village reserves the right to lien the property and record such a lien against the (08-12- 107--02:2-000, 08-12-102-030-000, 08-12-102-058-000, 08-12-102-057-000, and 08-12-102-059-000) at the Office of the Cook County Recorder of Deeds. 4. Interference With Access. 20 West represents and warrants that its use of the Village Property shall not interfere in any way with the use of the public rights-of-way or property owned by the Village, the State or the County. 5. Modification. No modification or amendment of this Agreement shall be of any force or effect unless in writing executed by both the Village and 20 West and recorded at the office of the Cook County Recorder of Deeds. 6. Village Entry and Inspection. The Village and the Village's employees, agents, representatives and volunteers are authorized to enter upon the Village Property, as well as the areas used for activities associated with the Agreement at any time and with or without prior notice, for all lawful purposes. 7. Release, Waiver, Assumption of Risk, Hold Harmless and Indemnification. 20 West covenants and agrees as follows: A. Hold Harmless and Indemnification. 20 West agrees to indemnify, defend, save and hold forever harmless the Village and its officers, current/past/future appointed and elected officials, President and Board of Trustees„ employees, volunteers, E. attorneys, engineers and agents (the "Village Affiliates") from and against any and all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses brought by any person, including 20 West and their officers, officials, employees, contractors, subcontractors, volunteers, agents and invitees arising out of or relating to the Agreement, 20 West's use, or the public's use of the Village Property or the areas used for activities associated with the Agreement, any other public rights-of-way in the Village, or any matters arising out of or relating to matters covered under this Agreement. B. Risk of Injury. 20 West assumes the full risk of death, illness and personal injuries of any kind and all damages or losses of any kind which it or its officers, officials, employees, contractors, subcontractors, volunteers, agents and invitees or members of the public, may sustain arising out of or relating to the Agreement, 20 West's use, or the public's use of the Village Property or the areas used for activities associated with the Agreement, any other public rights-of-way in the Village, or any matters arising out of or relating to matters covered under this Agreement. C. Waiver Of Claims. 20 West agrees to waive and relinquish any and all claims or causes of action of any kind that it or its officers, officials, employees, contractors, subcontractors, volunteers, agents and invitees may have against the Village and the Village Affiliates arising out of or relating to the Agreement, 20 West's use, or the public's use of the Village Property or the areas used for activities associated with the Agreement, or any matters arising out of or relating to matters covered under this Agreement. D. Release From Liability. 20 West fully releases and discharges the Village and the Village Affiliates from any and all claims or causes of action of any kind, including but not limited to illness, injury, death, damages or losses which 20 West or its officers, officials, employees, contractors, subcontractors, volunteers, agents and invitees or members of the public may have or which arise out of or relate to the Agreement, 20 West's use, or the public's use of the Village Property or the areas used for activities associated with the Agreement, any other public rights-of-way in the Village, or any matters arising out of or relating to matters covered under this Agreement. 8. Insurance. During the term of this Agreement, 20 West agrees to have the Village and the Village Affiliates expressly named as additional insureds on its insurance policies, in its endorsements and on its certificates related to the operation of the Activity for the purposes stated herein. 20 West shall provide the following types of insurance, written on the comprehensive form and as an "occurrence" policy, in not less than the following amounts: A. Comprehensive General Liability — $1,000,000 per occurrence and $2,000,000 in the aggregate B. Umbrella Coverage — $3,000,000 C. Property Damage — $1,000,000 per occurrence D. Workers' Compensation — Statutory 20 West shall furnish certificates of insurance, with premiums paid in full, prior to the effective date of this Agreement, copies of which are incorporated herein and attached hereto as EXHIBIT,C and made a part hereof. 20 West shall provide the Village with satisfactory proof of 7 the above insurance requirements in the form of a certificate executed by an insurer with no less than an A rating by the most recent "AM Best Insurance Rating Guide." The Village shall have the right to approve the coverage and carrier, which approval shall not be unreasonably withheld. 20 West shall also carry, during the life of this Agreement, a Worker's Compensation Insurance Policy with coverage in the statutory amount conforming to the current laws of the State of Illinois and shall furnish to the Village a Certificate of Insurance evidencing such coverage. 20 West's policy or policies of insurance shall specifically recognize and cover 20 West's indemnification obligations under this Agreement, and shall contain cross -liability endorsements. Said insurance shall provide that the insurance provided by 20 West shall be primary and that any provision of any contract of insurance or other risk protection benefit or self-insurance policy purchased or in effect or enacted by the Village and any other insurance or benefit of the Village shall be in excess of 20 West's insurance. Said insurance shall afford the Village and the Village Affiliates with its choice of counsel and the right to conduct its own defense. All Certificate(s) of Insurance shall contain the following endorsement: "Should any of the above-described policies be canceled berore [lie expiration date thereof, the issuing company shall serve thirty (30) days prior written notice to the Village." In the event of the cancellation of any insurance policy required herein, or upon 20 West's failure to procure said insurance, the Village shall have the right to immediately terminate this Agreement. The insurance coverage of 20 West shall be primary to the Village's own insurance. 9. Alterations. 20 West shall not, without first obtaining the written consent of the Village, make any alterations, additions or improvements to the Village Property. It is expressly understood by 20 West and its agents that if 20 West performs any alterations to the Village Property, 20 West agrees to indemnify, defense, hold harmless, release, waive, assume the risk and defend the Village and the Village Affiliates from any and all liabilities, costs, expenses, damages, claims or causes of action of any kind, including but not limited to death, illness, injuries, damages and losses which any person, including 20 West or its officers, employees, volunteers, agents, contractors, subcontractors or members of the public, may have or which arise out of, are connected with or are in any way associated with the construction or performance of the alterations of the Village Property to the full extent possible under the provisions of Section 7 of this Agreement. 10. Default. Failure or refusal by 20 West to comply with any of the obligations of 20 West set forth in this Agreement shall constitute an "Event of Default." 11. Village's Remedies on Default. If 20 West defaults in the performing of any of the other covenants or obligations hereof, or in the occurrence of any Event of Default, the Village shall give 20 West written or verbal notice of such default, and if 20 West does not immediately cure any such default or take immediate actions to cure such default, then the Village may terminate this Agreement. Upon termination of this Agreement, 20 West shall promptly remove its personal property, equipment and materials from the Village Property and shall not conduct activities associated with the Agreement on the Village Property. 12. Non -Waiver. Failure by 20 West or the Village to insist on strict performance of any of the conditions, covenants, terms or provisions of this Agreement or to exercise any of its rights hereunder shall not waive such rights, but 20 West and the Village shall have the right to enforce the terms and conditions of this Agreement at any time and take such action as might be lawful or authorized hereunder, either in law or equity. E 13. Attorneys' Fees. In case suit should be brought by the Village for recovery of the Village Property, or because of any act, which may arise out of the use or possession of the Village Property or to enforce the terms of this Agreement, the Village shall be entitled to all costs incurred in connection with such action, including reasonable attorneys' fees and litigation fees and expenses. 14. Notices. Any notice which either party may or is required to give shall be given by mailing the same, by Personal Delivery or United States Registered or Certified Mail, postage prepaid, to 20 West at its current business address, or the Village at 50 S. Emerson Street, Mount Prospect, Illinois, Attention: Village Manager, or to such other places as may be designated by either party from time to time. 15. Severability. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law; but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. 16. Right to Terminate. In addition to the termination rights set forth in Section 11 above, the Village may suspend or terminate the Agreement at any time and for any reason relating to the public safety or for a violation of applicable Federal, State, County or Village laws or this Agreement, upon written notice or verbal notice to 20 West. If the Village exercises its right to terminate this Agreement, 20 West shall not be entitled to a refund or any payment for any Stormwater Volume Control Features. If this Agreement is terminated by the Village, the permission to use the Village Property shall terminate at the same time. Otherwise, this Agreement shall terminate as provided in Section 11 above, except that the release, hold harmless and indemnification provisions of Section 7 of this Agreement shall remain in full force and effect through the expiration of any applicable statute of limitation period that applies to all claims and causes of actions of any kind that could be or are brought against the Village or the Village's Affiliates (as defined above) that arise out of or relate to any matters covered by this Agreement, including the approval of this Agreement by the Village. In addition, the obligations of 20 West set forth in Section 3 above shall survive the termination of this Agreement until those obligations are fully satisfied by 20 West. 17. Compliance With Laws. The parties to this Agreement shall comply with all applicable Federal, State, County, Village and other laws, rules and regulations in carrying out the terms and conditions of this Agreement, including the following: A. Certification. Each party and its officers, corporate authorities, employees, and agents certify that they are not barred from entering into this Agreement as a result of a violation of either 720 ILCS 5/33E-3 or 5/33E-4 (bid rigging or bid rotating) or 5/33E-6 (interference with contract submission and award by public official) or as a result of a violation of 820 ILCS 130/1 et seq. (the Illinois Prevailing Wage Act) or as a result of: (1) a delinquency in the payment of any tax administered by the Illinois Department of Revenue or any fee required by any unit of local government or the State, unless the party is contesting, in accordance with the procedures established by the appropriate revenue act, its liability for the tax or the amount of the tax or the fee, as set forth in Section 11- 42.1-1 et seq. of the Illinois Municipal Code, 65 ILCS 5/11-42.1-1 et seq. Each party and its officers, corporate authorities, employees, and agents further certify by signing this Agreement that the party and its officers, corporate authorities, employees, and agents P, have not been convicted of, or are not barred for attempting to rig bids, price-fixing or attempting to fix prices as defined in the Sherman Anti -Trust Act and Clayton Act. 15 U.S.C. § 1 et seq.; and has not been convicted of or barred for bribery or attempting to bribe an officer or employee of a unit of state or local government or school district in the State of Illinois in that officer's or employee's official capacity. Nor has any of the parties and their officers, corporate authorities, employees, and agents made admission of guilt of such conduct which is a matter of record, nor has any official, officer, agent, or employee of the parties been so convicted nor made such an admission. B. Non -Discrimination. Each party and its officers, corporate authorities, employees, and agents agree not to commit unlawful discrimination and agree to comply with all applicable provisions of the Illinois Human Rights Act, Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act, the Age Discrimination in Employment Act, Section 504 of the Federal Rehabilitation Act, and all applicable rules and regulations. Each party maintains a written Sexual Harassment Policy in compliance with Section 2-105 of the Illinois Human Rights Act (775 ILCS 512-105(A)(4)). Each party certifies that It is an "Equal Opportunity Employer" as defined by federal and State laws and regulations, and agrees to comply with the Illinois Department of Human Rights ("IDHR") Equal Opportunity Employment clause as required by the IDHR's Regulations (44 III. Adm. Code, Part 750, Appendix A). As required by Illinois law and IDHR Regulation, the Equal Opportunity Employment clause is incorporated by reference in its entirety as though fully set forth herein. Each party certifies that it agrees to comply with Prohibition of Segregated Facilities clause, which is incorporated by reference in its entirety as though fully set forth herein. See, Illinois Human Rights Act (775 ILCS 5/2-105). See also, Illinois Department of Human Rights Rules and Regulations, Title 44, Part 750. Administrative Code, Title 44: Government Contracts, Procurement and Property Management, Subtitle B: Supplemental Procurement Rules, Chapter X: Department of Human Rights, Part 750: Procedures Applicable to All Agencies, Section 750.160: Segregated Facilities (44 III. Adm. Code 750.160). C. Illinois Freedom Of Information Act. The definition of a public record in the Freedom of Information Act (5 ILCS 140/1 et seq.) ("FOIA") includes a "public record that is not in the possession of a public body but is in the possession of a party with whom the agency has contracted to perform a governmental function on behalf of the public body and that directly relates to the governmental function and is not otherwise exempt under this Act." (5 ILCS 140/7(2). Consequently, the parties must maintain and make available to the other parties, upon request, their public records relating to the performance of this Agreement in compliance with the requirements of the Local Records Act (50 ILCS 205/1 et seq.) and the FOIA. 18. Venue. The parties agree that, for the purpose of any litigation relative to this Agreement and its enforcement, venue shall be in the Circuit Court of Cook County, Illinois and the parties consent to the in personam jurisdiction of said Court for any such action or proceeding. This Agreement, and all questions of interpretation, construction and enforcement hereof, and all controversies hereunder, shall be governed by the applicable statutory and common law of the State of Illinois. 19. Complete Defense. It is expressly understood and agreed by the parties that this Agreement may be pleaded by the Village as a complete defense to, and in bar of, any and all claims or causes of action of any kind brought, maintained or conducted by 20 West or by a third party in connection with or on account of any of the matters set forth in this Agreement. The ff7 parties agree that this Agreement shall be admissible in evidence in any action in which the terms of this Agreement are sought to be enforced. 20. Authority to Bind. The parties warrant and represent that the execution, delivery of and performance under this Agreement is pursuant to authority, validly and duly conferred upon the parties and the signatories hereto. 21. Effective Date: This Agreement shall become effective upon the date of execution by the last signatory below. IN WITNESS WHEREOF, the parties to this Agreement have executed this instrument as of the dates listed below. VILLAGE OF MOUNT PROSPECT Village Manager Date: 20 WEST, LLC. By: Authorized fficer Date.f _ C� �b 20 11 EXHIBIT A VILLAGE PROPERTY LEGAL DESCRIPTION (attached) 12 EXHIBIT B WATERSHED MANAGEMENT PERMIT NO. 18-086 (attached) 13 That part of the east 60 feet (except the north 100 feet and except that part dedicated for Busse Avenue) of Lot 2 in Block 3 in Busse and Wille's resubdivision of Mount Prospect in Section 12, Township 41 North, Range 11 east of the third principal meridian, described as follows: Commencing at the intersection of the south line of the north 100 feet of said Lot 2 and the east line of said Lot 2; thence south 00 degrees 06 minutes 44 seconds west, along said cast line, 19.22 feet to a line that is the westerly extension of the southernmost line of Lot 2 in Mount Prospect Central District Subdivision of part of the west half of Section 12, Township 41 North, Range 11 east of the third principal meridian according to the plat thereof recorded December 23, 1949 as document 1275902, and the point of beginning; thence south 00 degrees 06 minutes 44 seconds west, continuing along said east line, 100.27 feet to the north line of Busse Avenue, thence south 89 degrees 10 minutes 36 seconds west, along the north line of Busse Avenue, 25.00 feet; thence north 00 degrees 06 minutes 44 seconds east, parallel with said east line, 100.46 feet to said westerly extension, thence north 89 degrees 35 minutes 57 seconds east, along said westerly extension, 25.00 feet to the point of beginning, all in Cook County, Illinois. WMO SCHEDULER Watershed Management Permit No. * --OFFICE OF THE RECORDER OF DEEDS OF COOK Cowry NOTICE OF WATERSHED MANAGEMENT PERMIT REQUIREMENTS AND OBLIGATIONS OF PERPETUAL MAINTENANCE & OPERATION Name of Project: Twenty West Development Attach Legal Description SPACE RESERVED PLACE STICKER HERE PROOF OF EXECUTED RECORDATION DOC# A. NOTICE IS HEREBY GIVEN that the undersi ed is selthe owner and r � ( .._ -one) ) ( ecoid title holder),(a principal ben11 e11 f11 iciary of Land Trust No..__.,�....__. held by as Trustee), (an Officer 1. (Name of Trust Holder] _ (Officiall capacity)mm of W Corporation), (a General Partner ns 10 (Name of or ttaaxatio t) %IICkM i�aPaI11ChO�aS, Jr. frame of Partnership) (a Managing Member of Twenty West, LLC Limited Liability Company ("LLC')), which is the record title holder of the property (Name of Partnership) is the record title holder of the property or properties shown on the attached plat of survey and legally described on the attached shect(s; said recordation document and or record plans, attached hereto as Exhibit "R" and specifically incorporated by reference herein; said property being developed and built up for the benefit or use of more than one owner or user, is subject to the rules and regulations of the Metropolitan Water Reclamation District of Greater Chicago ("District") governing stormwater maintenance and operation requirements. B. NOTICE IS FURTHER GIVEN that a Watershed Management Permit ("Permit") District Permit No.: (covering the project indicated and designated by the number shown above) has been granted by the District with respect to the property described in Exhibit "R", for the development and/or redevelopment and/or construction of a qualified sewer system as shown on the permit and accompanying documents on file with the District. *C. NOTICE IS FURTHER GIVEN that the following facilities contemplated for construction under the permit on file with the District requires perpetual maintenance and operation by the cc -permittee and / or the current property owner, to meet the requirements of the watershed management permit: D. THIS NOTICE, after it has been recorded, shall not be withdrawn, rescinded or removed, except after the District requirements relative to obligation of perpetual maintenance and operation of facilities have been satisfied with respect to the entire property described in Exhibit "R", and a written release from the obligations hereunder is obtained from the District. le R is be by after constructionand as built surveowner iomand complete prior to RFI District to obtain return on deposit is to pay and all one copy of for recording y p p the executed and recorded Schedule R along with record drawings, maximum size 30"x 36 The information provided on the record drawings must be legible when it is recorded (microfilmed). All documents submitted for filing must comply with the Illinois Plat Act and additional requirements as set forth by the County Recorder of Deeds. "Select all boxes as appropriate Page 1 of 2 Revised 11/2017 (OVER) Applicability A) Volume Control Facilities 6W Yes ❑ No B) Detention Facilities (Existing and Proposed) ❑ Yes N No C) Offsite or Trade-off Detention Facilities ❑ Yes & No D) Stormwater Management System(s) Component(s) ❑ Yes ® No E) Native Planting Conservation Area(s) ❑ Yes W, No F) Compensatory Storage Area(s) ❑ Yes IN No G) Wetland/Buffer Mitigation Area(s) ❑ Yes 51 No H) Riparian Environment Mitigation Area(s) ❑ Yes 0 No I) Qualified Sewer Construction *' Yes ❑ No J) Other _ ❑ Yes W No (Include attachments as necessary) D. THIS NOTICE, after it has been recorded, shall not be withdrawn, rescinded or removed, except after the District requirements relative to obligation of perpetual maintenance and operation of facilities have been satisfied with respect to the entire property described in Exhibit "R", and a written release from the obligations hereunder is obtained from the District. le R is be by after constructionand as built surveowner iomand complete prior to RFI District to obtain return on deposit is to pay and all one copy of for recording y p p the executed and recorded Schedule R along with record drawings, maximum size 30"x 36 The information provided on the record drawings must be legible when it is recorded (microfilmed). All documents submitted for filing must comply with the Illinois Plat Act and additional requirements as set forth by the County Recorder of Deeds. "Select all boxes as appropriate Page 1 of 2 Revised 11/2017 (OVER) W WMO Schedule R (Continued) Watershed Management Permit No. This notice is intended to be given to any party or parties hereinafter acquiring any interest in the aforedescribed property, or dealing with said property in any manner whatsoever, notifying them of the requirements for obligation of perpetual maintenance and operation for facilities for said property as provided herein. The owner hereby certifies that the property is recorded in the office of the Cook County Recorder of Deeds, Signed 4 owner and rcc rd title holder dated this day of Impress WQ=J. A. C a D Corporate A (for individual owner) _ ......., . Owner Seal Here B (for Partnership) General Partner (for Limited Liability Coan}) Managing Member D (for orporationom„.„ _ ".. President �..... ..,........ _._ ._..._..., _.„......w... „.„.„._._ ._„.. „......„..„.„,__.. ..._.,........_. Corporate Secretary E (for property in a land trust) m ., Individual holding power of direction NOTARIZATION OF OWNER'S SIGNATURE NOTE: (Nor individual, Partnership or Corporation) (if title to property is held in land trust, the trust officer must countersign In space provided.) State of _TL-_ } County of COM } ss. A INDIVIDUAL OWNER 1, the undersigned, a Notary Public in and for said County, in the State aforesaid, DO HEREBY CERTIFY that personally known to me to be the same person(s) whose name (s) (is) (are) subscribed to the foregoing instrument appeared before me this day in person, and acknowledged that (he) (she) signed, sealed and delivered the said instrument as (his) (her) free and voluntary act, for the uses and purposes therein set forth, or, B PARTNERSHIP 1, the undersigned, a Notary Public in and for said County, in the State aforesaid, DO HEREBY CERTIFY that personally known to me to be a general partner of the partnership, personally known to me to be the same person(s) whose name (s) (is) (are) subscribed to the foregoing instrument appeared before me this day in person, and acknowledged that (he) (she) signed, sealed and delivered the said instrument as (his) (her) free and voluntary act, for the uses and purposes therein set forth, or, C Limited Liability Company (LLC) 1, the undersigned, a Notary Public in and for said County, in the State aforesaid, DO HEREBY CERTIFY that o P"ir n •t I - Managing Member of 121galy VjLtjs personally known to me to be the same person whose name is subscribed to the preceding instrument as Managing Member, appeared before me this day in person, and acknowledged that (he) (she) signed, sealed and delivered the said instrument as Managing Member of the LLC, as (his) (her) free and voluntary act, and the free and voluntary act of the LLC, for the uses and purposes therein set forth, or, D CORPORATION I, the undersigned, a Notary Public in and for said County, in the State aforesaid, DO HEREBY CERTIFY that , President of and Secretary of the corporation, are personally known to me to be the same persons whose names are subscribed to the preceding instrument as President and Secretary respectively, appeared before me this day in person and acknowledged that they signed and delivered the instrument as President and Secretary of the corporation, and affixed the corporate seal of the corporation, pursuant to authority given by the Board of Directors of the corporation, as their free and voluntary act, and as the free and voluntary act of the corporation, for the uses and purposes there stated, Given under toy hand and official seal, this �y day ofd -ft,, 20, Commission expires 20L9 ( expires*a”' y 'uth ”' E LAND TRUST COUNTERSIGNATURE held by as Trustee. ..w, t Officer. ... ............ww. (Trust No.) (Nam._...._... ame of Trustee) Page 2 of 2 LNWJd0-13A3(1 -LS3M OZ N3 d013A3(11 W DZ i 3 DIV 41, - � 1M�MNd1 oil H Bit all LIU MRS I P Elul I q 0, WNW 11 Ion 41 OHM, a Hui .,NJ H! T Hall T Hem U0, H; i 9r fir. 11i it RUN. j, j A OWN P GFW U; sill lIRRHIIRD Ne2t w? dpiO In, I MR! fi I oil 1 ar tun 91 1 I 7' IS . .. ... ...... .. "pod, IRE to 4 N, I 0;fl4 till till A cat �k 4, 1 ......a. .... . I SIN N w 4 js "N oil 70 �f 9p; !, PIN a a I�, !i P Mw ,tu.. "N Mit. EXHIBIT C CERTIFICATES OF INSURANCE 14