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HomeMy WebLinkAbout5.8 AN ORDINANCE AUTHORIZING A SECOND AMENDMENT TO THE REDEVELOPMENT AGREEMENT FOR THE JPMORGAN CHASE BANK DEVELOPMENT COMPRISING A PART OF THE PROSPECT AND MAIN TIF DISTRICT OF THE VILLAGE OF MOUNT PROSPECT, ILLINOISREGULARItem Cover Page wubject AN ORDINANCE AUTHORIZING A SECOND AMENDMENT TO THE REDEVELOPMENT AGREEMENT FOR THE JPMORGAN CHASE BANK DEVELOPMENT COMPRISING A PART OF THE PROSPECT AND MAIN TIF DISTRICT OF THE VILLAGE OF MOUNT PROSPECT, ILLINOIS Meeting March 16, 2021 - MEETING OF THE MOUNT PROSPECT VILLAGE BOARD Impact w' I so Category ActionType Information The attached ordinance would authorize approval of a second amendment of the Redevelopment Agreement (RDA) between the Village of Mount Prospect and MIG of Mount Prospect,, LLC (MIG) and JP Morgan Chase Bank, NA (Chase) which was approvedon 1 1 The RDA enables - to relocate theirbanking facility to the northwest corner of Main Street and Northwest Highway. The Chase Bank relocation•r Priority action in the r -'s Strategic Implementation Plan. Chase has requested the amendment to address their concerns about the pendency of the private alley litigation and Chase*s obligations under the RDA to perform work for the Village on what will be part of a Village parking lot that contains the private alley property. The proposed Second Amendment to the RDA with Chase makes clear that if action by a court due to the pendency of the case creates an obstacle to obligations,the Village will not• r Chase in breach of the agreement. The Second Amendment also makes clear that the Village will indemnify- • Chase if it is named in litigationdue to its obligations in th- private 1 ordinanceIn addition, Chase has requested that the license agreement for the Evergreen Avenue ATM's be amended to replace the $50,000 letter of credit requirement with provisions that enable the Village to remove the ATM's and bill Chase directly if they don't remove the ATM's within 30 days after the license agreement expires. Staff supports the requested amendments and the Village Attorney has reviewed them. Alternatives 1. Approve the ii Development.Redevelopment Agreement for the JPMorgan Chase Bank 2. Discretion ill . Staff Recommendation Staff recommends that the Village Board approve the ordinance authorizing a second amendment to the Redevelopment Agreement for the IPMorgan Chase Bank Development. License Agreement Use of Village Property Chase Bank ATMs.pdf M P_Ord i na nce_Authorizi ng_Second_Amend ment_to_Chase_Ba n k_RDA. pdf Village of Mount Prospect—Chase Bank RDA Second Amendment final 1.pdf 2 LICENSE AGREEMENT FOR THE NONEXCLUSIVE USE OF VILLAGE OF MOUNT PROSPECT PROPERTY (CHASE BANK ATMS —ATM PARCEL —EVERGREEN AVENUE RIGHT-OF-WAY IMMEDIATELY EAST OF MAPLE STREET) This LICENSE AGREEMENT FOR THE NONEXCLUSIVE USE OF VILLAGE OF MOUNT PROSPECT PROPERTY (CHASE BANK ATM — ATM PARCEL — EVERGREEN AVENUE RIGHT-OF-WAY IMMEDIATELY EAST OF MAPLE STREET) ("Agreement") is entered into this day of , 2021 ("Effective Date"), by the Village of Mount Prospect, an Illinois municipal corporation ("Village"), and JPMorgan Chase Bank, National Association, a national banking association ("Licensee"). The Village and the Licensee are sometimes referred to herein individually as a "Party" and collectively as the "Parties." RECITALS WHEREAS, the Village has certain public right-of-way legally described in Exhibit 1 attached hereto and made a part hereof ("Village Property"); and WHEREAS, Licensee desires to improve and use the Village Property by constructing, installing, maintaining and operating two (2) automated teller machines and the canopies in relation thereto (individually an "ATM" and collectively the "ATMs"), drive aisles/driveways, bollards, five (5) public parking spaces, curbs, landscaping, a pedestrian pathway, lighting, pavement markings, signage, and related improvements as described and depicted in Exhibit 2 and Exhibit 3, respectively, attached hereto and made a part hereof (collectively the "Permitted Activities"), and the Village desires that Licensee improve and use the Village Property with the Permitted Activities in accordance with the terms of this Agreement; and WHEREAS, the Village and Licensee have entered into the "Redevelopment Agreement for the JPMorgan Chase Bank Development Comprising a Part of the Prospect and Main TIF District of the Village of Mount Prospect, Illinois" dated July 8, 2020 (the "RDA"), as amended, related to the relocation and redevelopment of certain real estate by Licensee in the Village; and WHEREAS, the Village and Licensee find that entering into this Agreement is in their respective best interests; 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 grants Licensee a nonexclusive license to use the Village Property for the Permitted Activities, subject to the following terms and conditions: 1. Recitals. The above whereas clauses are incorporated into this Section 1 by as though fully set forth herein. 2. Grant of License and Use Fee; Term; Termination. A. Grant of License and Use Fee. In consideration of the payment of Three Thousand Five Hundred and No/100 Dollars ($3,500.00) each month this Agreement is in effect ("Use Fee") to the Village by Licensee, to be paid prior to the start of each month this Agreement is in effect, the Village authorizes the nonexclusive use of the Village Property by Licensee only for the purposes and uses described as the Permitted 465508_1 1 3 Activities. The Use Fee shall increase by Ten Percent (10%) of the Use Fee then in effect at the beginning of each Extension Term (as defined in Section 2.B. below). B. Term. The initial term of this Agreement shall be for a period of five (5) years from the Effective Date (the "Initial Term"). Licensee shall have the option, at its sole election, to extend this Agreement for two (2) additional five (5) year terms, and, if the Licensee extends its ground lease relative to the Development Parcel (as referenced in the RDA), Licensee shall have the option, subject to the Village's consent, which shall not be unreasonably withheld, to extend this Agreement for four (4) additional five (5) year terms (each of the six (6) five (5) year extensions being an "Extension Term"). The Licensee shall give the Village at least three hundred sixty-five (365) days prior written notice if Licensee intends to exercise an extension option. In addition to termination pursuant to Sections 2.C., 13 and 18 hereof, this Agreement may be terminated, upon at least three hundred sixty-five (365) days prior written notice, at any time after fifteen (15) years from the Effective Date, provided this Agreement is still in effect, even if this Agreement is in the middle of a five (5) year Extension Term. By way of example, if this Agreement is in effect sixteen (16) years after the Effective Date, a party may terminate this Agreement pursuant to this Section 2.B. by giving written notice to the other of termination at least three hundred sixty-five (365) days prior to the termination of this Agreement, such that this Agreement terminates seventeen (17) years after the Effective Date. C. RDA -Related Termination. In addition to the other termination provisions in this Agreement, this Agreement shall be terminated if the RDA is terminated by the Village due to an uncured Licensee "Event of Default," as defined in the RDA, or if the Village exercises its buyback rights under Section VI.C. of the RDA. 3. Condition of Village Property. Licensee accepts the Village Property in "AS -IS, WHERE -IS" condition as existing on the Effective Date. Licensee 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. Licensee acknowledges that the Village has made no representations or promises to Licensee to alter, or otherwise improve the condition of the Village Property and the Village has no obligation to do so. 4. Installation; Maintenance; Removal; Restoration. A. Installation. Licensee shall, at its own expense, construct and install all improvements needed for the Permitted Activities, including the ATMs. All improvements constructed and installed by Licensee needed for the Permitted Activities that will be owned by the Village shall, at Licensee's expense, be conveyed by Licensee to the Village by a bill of sale, in a form provided by the Village, at such time as the Village has approved a final inspection of the improvements. B. Maintenance. Licensee shall, at its own expense and at all times, be responsible for maintaining the ATMs, and all appurtenances thereto, as determined by Licensee, and maintaining the pavement (both as to the drive aisles/driveways and the public parking spaces), the bollards, curbs, pavement markings, signage, pedestrian pathway, lighting, landscaping, and any and all other non -ATM portions of the Village Property, as directed by the Village Manager. Licensee shall, at its own expense, hire personnel to clean-up all litter and debris from the Permitted Activities. Licensee shall 465508_1 2 4 be responsible for all snow removal from the drive aisles/driveways, the parking spaces and the pedestrian pathway. D. Restoration. Licensee, at its own expense, shall, within thirty (30) days of this Agreement no longer being in effect, return and restore the Village Property by removing all improvements within the drive aisles/driveways on the Village Property, including, but not limited to, the central curb for the ATMs drive-through, and patch any roadway that is impacted by said removal; however, the perimeter curb shall remain in place. The Village Manager shall direct Licensee to make such repairs and restorations as the Village deems necessary in order to comply with the foregoing. 5. Interference. Licensee represents and warrants that its use of the Village Property shall not interfere in any way with the use of any public rights-of-way of, or property owned by, the Village, the State or the County. 6. Taxes. If property taxes are assessed on the Village Property due to Licensee's use of the Village Property or the Permitted Activities occurring on the Village Property, Licensee shall be solely responsible for the prompt and timely payment of all such property taxes. 7. Assignment. This Agreement may not be assigned by Licensee without the prior written consent of the Village, which may be withheld in the Village's absolute discretion. In the event of Licensee's unauthorized assignment or subletting of this Agreement, this Agreement shall immediately terminate. 8. Village Entry and Inspection. The Village's elected officials, officers, employees, contractors, agents, representatives and volunteers are authorized to enter upon the Village Property, including the areas used for activities associated with the Permitted Activities, at any time and with or without prior notice, for all lawful purposes. If the Village determines that: (i) it, or any utility company, must have access to the Village Property, or the area around the Village Property, to work in, on or under the Village Property, or to install, re- construct, repair, maintain or remove any existing or future infrastructure, utility or other improvements on the surface of or underneath the Village Property for any reason whatsoever; 465508_1 3 5 (ii) it needs to use the Village Property for access to, or a staging area in relation to, work in regard to the Village's water tower on the property immediately South of the Village Property; or (iii) a telecommunications provider, with telecommunications equipment on the Village's water tower, on the property immediately South of the Village Property, needs to use the Village Property for access to, or a staging area in relation to, work in regard to the telecommunications equipment on said property to the South of the Village Property; the Village, at its option, may give reasonable notice to Licensee of such work/use, and such work/use shall not be deemed to be a breach of this Agreement, even if it results in the temporary inaccessibility, temporary deactivation and/or temporary relocation of the ATMs during such access and/or work. In the event that the ATMs need to be temporarily relocated, said relocation shall be coordinated by the Village and the Licensee, with the relocation being done at Licensee's sole cost and expense. During any such temporary inaccessibility, temporary deactivation or temporary relocation of the ATMs, payment of the Use Fee, as set forth in Section 2. above, shall be abated on a pro rata basis, based on the number of days said temporary inaccessibility, temporary deactivation or temporary relocation was effective, and as a result thereof the ATMs could not be used as intended (the "Use Fee Abatement"). In regard to the foregoing: A. In order to facilitate an emergency removal of the ATMs, in the event of a watermain or sewer main emergency, involving the watermain or sewer main under the Village Property, the Licensee shall, upon notice from the Village, immediately commence efforts to arrange for the temporary removal of the ATMs by all necessary vendors, and then cause such vendors to diligently complete the removal of the ATMs from the Village Property as expeditiously as is commercially reasonable and for the duration of the emergency, so that emergency watermain or sewer main work can be undertaken by the Village. Said contractor shall obtain an annual contractor's registration from the Village, and the contractor's contact information shall be on file with the Village, and shall be up to date at all times; B. The Licensee acknowledges that the Village's water tower, on the property immediately to the South of the Village Property, will need to be repainted at some time between the years 2025 and 2030, and that the staging for said repainting may cause the ATMs to become inaccessible and unusable for a period of up to six (6) months in relation thereto, and possibly longer if structural repairs are required prior to repainting the water tower (the "Water Tower Project"). Licensee agrees, upon notice from the Village, to remove the ATMs from the Village Property for the duration of the Water Tower Project. Notwithstanding the foregoing, the Village agrees to use commercially reasonable efforts to design, stage and execute the Water Tower Project in a manner that minimizes the duration of the period that the ATMs are required to remain out of service pursuant to this Section 8.B.; and C. Licensee acknowledges that Licensee's sole and exclusive remedy, relative to any temporary inaccessibility, temporary deactivation and/or temporary relocation of the ATMs, pursuant to the provisions of this Section 8, including, but not limited to, as a result of the repainting of the Village water tower, other than terminating this Agreement, shall be the Use Fee Abatement which automatically applies in the event of any temporary inaccessibility, temporary deactivation and/or temporary relocation of the ATMs.. 9. Release; Waiver; Assumption of Risk; Hold Harmless, Defense and Indemnification. Licensee covenants and agrees as follows: 465508_1 4 6 A. Hold Harmless and Indemnification. Licensee 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, attorneys, engineers and agents ("Village Affiliates") from and against any and all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses brought by any person, including Licensee and their officers, officials, employees, contractors, subcontractors, volunteers, agents and invitees arising out of or relating to the Permitted Activities, Licensee's use of the Village Property, the Permitted Activities or the public's use of the Village Property or the areas used for activities associated with the Permitted Activities, 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. Licensee 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 who attend the Permitted Activities, may sustain arising out of or relating to the Permitted Activities, Licensee's use, Permitted Activities attendees' use or the public's use of the Village Property or the areas used for activities associated with the Permitted Activities, 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. Licensee 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 Permitted Activities, or the Licensee's use, the ATM users' use or the public's use of the Village Property or the areas used for activities associated with the Permitted Activities, or any matters arising out of or relating to matters covered under this Agreement. D. Release From Liability. Licensee 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 Licensee 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 Permitted Activities, or the Licensee's use, the ATM users' use or the public's use of the Village Property or the areas used for activities associated with the Permitted Activities, any other public rights-of-way in the Village, or any matters arising out of or relating to matters covered under this Agreement, including, but not limited to, any damages to the ATMs as a result of any Village or utility companies' utilities located under the Village Parcel, or the maintenance thereof. 10. Insurance. During the Initial Term and any Extension Term of this Agreement, Licensee 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 Permitted Activities for the purposes stated herein. Licensee 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 465508_1 5 7 D. Workers' Compensation — Statutory Licensee 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 4 and made a part hereof. Licensee shall provide the Village with satisfactory proof of 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. Licensee's policy or policies of insurance shall specifically recognize and cover Licensee's indemnification obligations under this Agreement, and shall contain cross -liability endorsements. Said insurance shall provide that the insurance provided by Licensee shall be primary and non-contributory 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 Licensee'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." Notwithstanding the foregoing, Chase reserves the right to self insure and provide evidence of coverages via access to a Web -based memorandum of understanding evidencing coverages in force. 11. Alterations. Licensee 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 Licensee and its agents that if Licensee performs any alterations to the Village Property, Licensee 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 Licensee 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 9 of this Agreement. 12. Default. Failure or refusal by Licensee to comply with any of the obligations of Licensee set forth in this Agreement shall constitute an "Event of Default." 13. Village's Remedies on Default. If Licensee 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 Licensee written or verbal notice of such default, and if Licensee does not cure any such default within thirty (30) days or take immediate actions to cure such default and cure any such default within forty-five (45) days, then the Village may terminate this Agreement. Upon termination of this Agreement, Licensee shall promptly remove its personal property, equipment and materials from the Village Property and shall not conduct activities associated with the Permitted Activities on the Village Property. 465508_1 6 8 14. Non -Waiver. Failure by Licensee 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 Licensee 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. 15. 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. 16. Notices. All notices, demands, elections, and other instruments required or permitted to be given or made by either Party upon the other Party under the terms of this Agreement or any statute shall be in writing. Such communications shall be deemed to have been sufficiently served if sent by personal delivery, overnight courier, or certified mail with proper postage prepaid to the respective addresses shown below or to such other party or addresses as either Party may from time to time furnish to the other in writing. Notice to Village shall be sent to: Village of Mount Prospect Attention: Village Manager 50 S. Emerson Street Mount Prospect, Illinois 60056 Notice to Licensee shall be sent to: JPMorgan Chase Bank, National Association 1111 Polaris Parkway Mail Code OH 1-0241 Columbus, Ohio 43240-2050 Attn: Lease Administration Manager With a copy to: JPMorgan Chase Bank, National Association 237 Park Avenue, 12th Floor Mail Code NY1-R066 New York, New York 10017-3140 Attn: Real Estate Transactor Regional Manager Notice by personal delivery or overnight courier shall be deemed given upon delivery, and notice by certified mail shall be deemed given on the third day following the mailing of said notice. 17. 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. 18. Right to Terminate. In addition to the termination rights set forth elsewhere in this Agreement, the Village may suspend or terminate the operation of the Permitted Activities or terminate this 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 Licensee. In the event the Village exercises its right to terminate this Agreement, Licensee shall not be entitled to a return of the Use Fee and agrees to restore the 465508_1 7 9 Village Property to its condition, as it was immediately prior to its conditions prior to the execution of this Agreement. If this Agreement is terminated by the Village, the nonexclusive license to use the Village Property shall terminate at the same time. Otherwise, this Agreement shall terminate as provided elsewhere herein, except that the provisions of Sections 9 and 10 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 Licensee set forth in Section 4 above shall survive the termination of this Agreement until those obligations are fully satisfied by Licensee. 19. Compliance With Laws. The Parties to this Agreement shall comply with all applicable Federal, State, County, Village and other laws, ordinances, rules, regulations and directives in carrying out the terms and conditions of this Agreement, including the following: A. Village Requirements. Licensee shall comply with all applicable requirements of the Village of Mount Prospect Village Code and the Village of Mount Prospect Zoning Ordinance, with respect to the construction, maintenance and operation of the Activities and the use of the Village Property. The Activities shall conform to all zoning, licensing, and other provisions and regulations of the Village. B. Illinois Prevailing Wage Act. To the extent required by law, Licensee shall comply with the Illinois Prevailing Wage Act, 820 ILCS 130/0.01 et seq. ("Act"), for all construction on, and maintenance of, the Village Property. Licensee warrants and represents that it has reviewed the Act, that it has reviewed the regulations promulgated thereunder, and that it understands and will strictly comply with the obligations imposed on it by this Section 19.13. Licensee shall indemnify, defend and hold harmless the Village and the Village Affiliates for any violation by Licensee or its contractors and subcontractors' failure to comply with any applicable provision of the Act. C. Certification. Each Party and its respective 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, 720 ILCS 5/33E-4 or 720 ILCS 5/33E-6, as a result of a violation of the Act or as a result of 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. D. Non -Discrimination. Each Party and its respective 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, 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, including 44 Illinois Administrative Code, Part 750, Appendix A. As required 465508_1 8 10 by Illinois law and IDHR regulation, the equal opportunity employment clause is incorporated by reference in its entirety as though fully set forth herein. E. Illinois Freedom of Information Act. The definition of a public record in the Illinois 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" at 5 ILCS 140/7(2). Licensee shall maintain and make available immediately to the Village, upon request, public records in the possession of Licensee relating to the performance of this Agreement in compliance with the requirements of the FOIA. 20. Merger Clause; Amendment. This Agreement constitutes the entire understanding between the Parties with respect to the subject matter hereof, and supersedes any prior understandings and/or agreements between the Parties. Any representations, agreements, promises or understandings not expressly set forth herein are hereby rendered null, void and of no legal effect. This Agreement may be amended only by the written agreement of the Parties hereto. 21. Venue; Choice of Law. 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. 22. 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 Licensee or by a third party in connection with or on account of any of the matters set forth in this Agreement. The 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. 23. 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. 24. Effective Date. This Agreement shall become effective upon the date set forth in the RDA. THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK. 465508_1 9 11 IN WITNESS WHEREOF, the Parties to this Agreement have executed this instrument as of the dates listed below. VILLAGE OF MOUNT PROSPECT By: Name: Date: ATTEST: By: Name: Date: Arlene A. Juracek Mayor Karen Agoranos Village Clerk JPMORGAN CHASE BANK, NATIONAL ASSOCIATION By: Name: , 2021 Date: ATTEST: By: Name: Title: , 2021 Date: Authorized Officer , 2021 .2021 465508_1 10 12 Fxhihif 1 Legal Description of the ATM Parcel Legal Description: THAT PART OF EVERGREEN AVENUE PER BUSSE AND WILLE'S RESUBDIVISION IN MOUNT PROSPECT, BEING A SUBDIVISION IN THE WEST HALF OF SECTION 12, TOWNSHIP 41 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN, RECORDED AS DOCUMENT 3839591, DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF LOT 12 IN BLOCK 11 OF SAID BUSSE AND WILLE'S RESUBDIVISION IN MOUNT PROSPECT; THENCE SOUTH 08 DEGREES 07 MINUTES 09 SECONDS EAST ALONG THE WESTERLY LINE OF VILLAGE COMMONS A PLANNED UNIT DEVELOPMENT, RECORDED AS DOCUMENT 89146083, A DISTANCE OF 33.00 FEET TO AND ANGLE POINT IN SAID WESTERLY LINE; THENCE SOUTH 81 DEGREES 42 MINUTES 30 SECONDS WEST ALONG SAID WESTERLY LINE, 4.65 FEET TO AN ANGLE POINT IN SAID WESTERLY LINE; THENCE SOUTH 00 DEGREES 15 MINUTES 38 SECONDS WEST ALONG SAID WESTERLY LINE, 33.39 FEET TO THE NORTHERLY LINE OF LOT C IN THE RESUBDIVISION OF BLOCK 10 OF BUSSE AND WILLE'S RESUBDIVISION IN MOUNT PROSPECT, RECORDED AS DOCUMENT 81952; THENCE SOUTHWESTERLY ALONG SAID NORTHERLY LINE, BEING A CURVE CONCAVE SOUTHERLY, HAVING A RADIUS OF 1080.00 FEET, A CHORD BEARING OF SOUTH 78 DEGREES 42 MINUTES 44 SECONDS WEST, A CHORD LENGTH OF 98.33 FEET, AN ARC LENGTH OF 98.37 FEET TO A POINT OF CURVATURE IN THE WESTERLY LINE OF SAID LOT C; THENCE SOUTHWESTERLY, SOUTHERLY AND SOUTHEASTERLY ALONG SAID WESTERLY LINE, BEING A CURVE CONCAVE SOUTHEASTERLY, HAVING A RADIUS OF 25.00 FEET, A CHORD BEARING OF SOUTH 18 DEGREES 34 MINUTES 05 SECONDS WEST, A CHORD LENGTH OF 42.19 FEET, AN ARC LENGTH OF 50.21 FEET TO A POINT OF REVERSE CURVATURE IN THE SOUTHWESTERLY LINE OF SAID LOT C; THENCE SOUTHEASTERLY ALONG SAID SOUTHWESTERLY LINE, BEING A CURVE CONCAVE NORTHEASTERLY, HAVING A RADIUS OF 955.40 FEET, A CHORD BEARING OF SOUTH 40 DEGREES 10 MINUTES 44 SECONDS EAST, A CHORD LENGTH OF 40.42 FEET, AN ARC LENGTH OF 40.42 FEET TO THE NORTHERLY LINE OF W. NORTHWEST HIGHWAY; THENCE NORTHWESTERLY ALONG SAID NORTHERLY LINE, BEING A CURVE CONCAVE SOUTHWESTERLY, HAVING A RADIUS OF 116.00 FEET, A CHORD BEARING OF NORTH 50 DEGREES 23 MINUTES 30 SECONDS WEST, A CHORD LENGTH OF 36.30 FEET, AN ARC LENGTH OF 36.45 FEET TO A POINT OF TANGENCY; THENCE NORTH 59 DEGREES 23 MINUTES 32 SECONDS WEST ALONG SAID NORTHERLY LINE, 59.98 FEET TO THE SOUTHERLY EXTENSION OF THE WEST LINE OF BLOCK 11 IN BUSSE AND WILLE'S RESUBDIVISION IN MOUNT PROSPECT, RECORDED AS DOCUMENT 3839591; THENCE NORTH 00 DEGREES 44 MINUTES 28 SECONDS WEST ALONG SAID SOUTHERLY EXTENSION, 99.71 FEET TO THE SOUTHWESTERLY LINE OF LOT 10 IN SAID BLOCK 11; THENCE SOUTHERLY, SOUTHEASTERLY AND EASTERLY ALONG SAID SOUTHWESTERLY LINE, BEING A CURVE CONCAVE NORTHEASTERLY, HAVING A RADIUS OF 25.00 FEET, A CHORD BEARING OF SOUTH 52 DEGREES 51 MINUTES 33 SECONDS EAST, A CHORD LENGTH OF 39.46 FEET, AN ARC LENGTH OF 45.48 FEET TO A POINT OF REVERSE CURVATURE; THENCE NORTHEASTERLY ALONG THE SOUTHERLY LINE OF SAID BLOCK 11, BEING A CURVE CONCAVE SOUTHERLY, HAVING A RADIUS OF 1146.00 FEET, A CHORD BEARING OF NORTH 78 DEGREES 25 MINUTES 35 SECONDS EAST, A CHORD LENGTH OF 136.07 FEET, AN ARC LENGTH OF 136.15 465508_1 13 FEET TO THE POINT OF BEGINNING; EXCEPT THAT PART, IF ANY, PREVIOUSLY VACATED; IN COOK COUNTY, ILLINOIS. P.I.N.: None Common Address: The right-of-way of Evergreen Avenue, immediately East of Maple Street, Mount Prospect, Illinois 60056 465508_1 14 Fxhihit 2 Permitted Activities Description Installation and maintenance of two (2) automatic teller machines (ATMs), drive aisles/driveways, bollards, curbs, a pedestrian pathway, five (5) public parking spaces, signage, lighting, pavement markings, landscaping and ATM canopies. The ECS Midwest, LLC "Geotechnical Engineering Report, Proposed Chase Bank — TAP #20015 Mt. Prospect Busse Relocation, Route 14 and Route 83, Mount Prospect, Cook County, Illinois," ECS Project No. 16:13331, dated June 10, 2020, consisting of forty-seven (47) pages (inclusive of the Cover Page, Opening Letter, Table of Contents, Executive Summary, Introduction, Project Information, Field Exploration and Laboratory Testing, Design Recommendations, Site Construction Recommendations, Closing and Appendices), and on file with the Village of Mount Prospect, Illinois, is incorporated herein by reference, in its entirety, and made part hereof. The Photometric Calculations prepared by Facility Solutions Group, consisting of one (1) page and drawn by Elizabeth Ferguson, dated July 1, 2020, for JPMC Chase Mt. Prospect, and on file with the Village of Mount Prospect, Illinois, is incorporated herein by reference, in its entirety, and made part hereof. The "Chase Mt. Prospect Busse Relo, 2 W. Northwest Hwy, Mount Prospect, IL" Final Landscaping Plans prepared by The Architects Partnership, 200 South Michigan Avenue, Chicago, IL 60604, known as TAP Project Number 20015, last updated July 2, 2020, consisting of four (4) pages (inclusive of L0.0 — Tree Preservation Plan, L1.0 — Landscape Plan, L2.0 — Landscape Details, and L2.1 — Site Furnishing Details) and on file with the Village of Mount Prospect, Illinois, are incorporated herein by reference, in their entirety, and made part hereof. (see also the attached description — Exhibit 2 —Page 2) 465508_1 15 Description Of the ATM Project .f, llZ rs Nel C, K ARCHITEC . .... rURAL E"�FVATI ION',; FROSPECT S,F ir=k E L 0 4655081 16 !0[f l 1° / /v i lvw vo .f, llZ rs Nel C, K ARCHITEC . .... rURAL E"�FVATI ION',; FROSPECT S,F ir=k E L 0 4655081 16 Exhibit 3 Permitted Activities Depiction (attached — see also the depictions set forth in Exhibit 2) 465508_1 17 e �, Y' EXHOT Horn j � - ) CHS ANS .,^." rV �- STE PLAN CHASE Ol 465508_1 18 Im � d 5 V WY U 1 r I `1 I bp�ry V, yN� e e �, Y' EXHOT Horn j � - ) CHS ANS .,^." rV �- STE PLAN CHASE Ol 465508_1 18 Im � d 5 4 r^s . I ✓g °r� q y" N u r -� M 10 9 ✓ „f jWH,ry�gy'u ; rug � fl p�4y4i�lon 'G 94 n. p w' wr dF ^Wy � J tj ,6 I' a e�^ e srjj m � N t) o �i.! YQ 4 oirrcWr°VaU� j� � i p µ m„ 9 ` y S r r G a J �Y. ✓ -, qq ,.✓,fir" ,� In o �l e �, Y' EXHOT Horn j � - ) CHS ANS .,^." rV �- STE PLAN CHASE Ol 465508_1 18 I "1 � d 5 4 � fl Fny o Q o bbb t Now ���yyy II Y � it j e �, Y' EXHOT Horn j � - ) CHS ANS .,^." rV �- STE PLAN CHASE Ol 465508_1 18 Exhibit 4 Certificates of Insurance (attached) 465508_1 19 ORDINANCE NO. AN ORDINANCE AUTHORIZING A SECOND AMENDMENT TO THE REDEVELOPMENT AGREEMENT FOR THE JPMORGAN CHASE BANK DEVELOPMENT COMPRISING A PART OF THE PROSPECT AND MAIN TIF DISTRICT OF THE VILLAGE OF MOUNT PROSPECT, ILLINOIS BE IT ORDAINED, by the Mayor and Board of Trustees of the Village of Mount Prospect, Cook County, Illinois, as follows: SECTION 1: The Mayor and Board of Trustees of the Village find as follows: A. The Village of Mount Prospect (the "Village") is a home rule municipality pursuant to Section 6 of Article VII of the Constitution of the State of Illinois. B. The Village has the authority, pursuant to its home rule powers and the laws of the State of Illinois, including 65 ILCS 5/8-1-2.5, to promote the health, safety and welfare of the Village and its inhabitants, to prevent the presence of blight, to encourage private development in order to enhance the local tax base and increase additional tax revenues realized by the Village, to foster increased economic activity within the Village, to increase employment opportunities within the Village, and to enter into contractual agreements with third parties for the purpose of achieving the aforesaid purposes, and otherwise take action in the best interests of the Village. C. The State of Illinois has adopted tax increment financing pursuant to the Tax Increment Allocation Redevelopment Act, 65 1 LCS 5/11-74.4-1, et seq., as amended from time to time (the "TIF Act"). D. Pursuant to its powers and in accordance with the TIF Act, and pursuant to Ordinance Nos. 6293, 6294 and 6295, adopted January 17, 2017, which are incorporated herein by reference, the Prospect and Main Tax Increment Financing District (the "TIF District") was formed as a TIF district, for a twenty-three (23) year period, the redevelopment project area therefor was approved, the redevelopment plan and project therefor was approved, and tax increment financing in relation thereto was approved. E. Pursuant to Ordinance No. 6520, adopted July 7, 2020, the Village approved a "Redevelopment Agreement For The JPMorgan Chase Bank Development Comprising A Part Of The Prospect And Main TIF District Of The Village Of Mount Prospect, Illinois", dated July 8, 2020 (the "Redevelopment Agreement") with MIG of Mount Prospect, an Illinois limited liability company (the "Owner") and JPMorgan Chase Bank, National Association, a national banking association (the "Developer"), with said 464578_1 20 Redevelopment Agreement relating to the property generally located at the Northwest corner of Main Street (Illinois Route 83) and Northwest Highway, and the right-of-way of Evergreen Avenue, immediately East of Maple Avenue. F. The Village, the Owner and the Developer and pursuant to Ordinance 6564, adopted November 4, 2020, authorized a First Amendment of the Redevelopment Agreement. F. The Village, the Owner and the Developer desire to amend certain provisions of the Redevelopment Agreement to clarify the obligations of the Village and the Developer should any legal or physical obstacles arise to the Developer's construction of the project due to title issues pertaining to real property that is the subject of pending litigation in the Circuit Court of Cook County, Illinois. G. That, attached hereto as Exhibit A and made part hereof, is a second amendment to the Redevelopment Agreement, between the Owner, the Developer and the Village, which sets forth the revisions necessary to facilitate the changes referenced in subsection F. above (the "Second Amendment"). H. That it is in the best interests of the Village to approve the second amendment, so that redevelopment within the TIF District can continue. SECTION 2: Based upon the foregoing, the Second Amendment is hereby approved; the Mayor, Village Clerk and Village Manager, or their designees, be and are hereby authorized and directed to execute the Second Amendment and perform the Village's obligations thereunder; and the Mayor, Village Clerk and Village Manager, or their designees, are further authorized and directed to execute and deliver such other instruments, including the Second Amendment, as may be necessary or convenient to consummate the Village's and the Developer's obligations as set forth in the Redevelopment Agreement, as amended by the Second Amendment. SECTION 3: This Ordinance shall be in full force and effect from and after its passage, approval and publication in pamphlet form as provided by law. ADOPTED this day of follows: AYES: NAYS: ABSENT: 464578_1 , 2021, pursuant to a roll call vote as 21 APPROVED this day of , 2021, by the Mayor of the Village of Mount Prospect, and attested by the Village Clerk, on the same day. Arlene A. Juracek, Mayor APPROVED and FILED in my office this day of , 2021 and published in pamphlet form in the Village of Mount Prospect, Cook County, Illinois. ATTEST: Karen Agoranos, Village Clerk 464578_1 22 SECOND AMENDMENT TO THE REDEVELOPMENT AGREEMENT FOR THE JPMORGAN CHASE BANK DEVELOPMENT COMPRISING A PART OF THE PROSPECT AND MAIN TIF DISTRICT OF THE VILLAGE OF MOUNT PROSPECT, ILLINOIS This "Second Amendment To The Redevelopment Agreement For The JPMorgan Chase Bank Development Comprising A Part Of The Prospect And Main TIF District Of The Village Of Mount Prospect, Illinois" (the "Second Amendment") is made and entered into as of the day of , 2021 by and between the Village of Mount Prospect, Illinois, an Illinois home rule municipal corporation (the "Village"), MIG of Mount Prospect, LLC, an Illinois limited liability company (the "Owner"), and JPMorgan Chase Bank, National Association, a national banking association (the "Developer"). The Village, the Owner and the Developer are sometimes referred to herein individually as a "Party" and collectively as the "Parties". WITNESSETH: WHEREAS, pursuant to Ordinance No. 6520, adopted July 7, 2020, the Village approved a "Redevelopment Agreement For The JPMorgan Chase Bank Development Comprising A Part Of The Prospect And Main TIF District Of The Village Of Mount Prospect, Illinois", dated July 8, 2020 (the "Redevelopment Agreement") with MIG of Mount Prospect, an Illinois limited liability company (the "Owner") and JPMorgan Chase Bank, National Association, a national banking association (the "Developer"), with said Redevelopment Agreement relating to the property generally located at the Northwest corner of Main Street (Illinois Route 83) and Northwest Highway, and the right-of-way of Evergreen Avenue, immediately East of Maple Avenue; and WHEREAS, on November 4, 2020, and pursuant to Ordinance No. 6564, the Village approved a "First Amendment to the Redevelopment Agreement for the JPMor� ac�n Chase Bank Development Comprising a Part of the Prospect and Main TIF District of the Village of Mount Prospect, Illinois" (the Redevelopment Agreement, as amended by the First Amendment, being hereinafter referred to as the "Amended Redevelopment Agreement"). 464630_1 23 WHEREAS, the Village, the Owner and the Developer desire to amend certain provisions of the Amended Redevelopment Agreement to clarify the obligations of the Village and the Developer should any legal or physical obstacles arise to the Developer's construction of the project due to title issues pertaining to real property that is the subject of pending litigation in the Circuit Court of Cook County, Illinois, and said amendments are set forth herein; and WHEREAS, in accordance with the Tax Increment Allocation Redevelopment Act, 65 ILCS 5/11-74.4-1 et seq., it is in the best interests of the Village, the Owner and the Developer to enter into this Second Amendment; NOW, THEREFORE, in consideration of the foregoing, other good and valuable consideration, the receipt and sufficiency of which is acknowledged by the Parties hereto, and the mutual covenants and agreements hereinafter contained, the Parties hereto agree as follows: 1. The Recitals, as set forth above, are incorporated herein by reference. 2. That Section . VLA (31. of the Amended Redevelopment Agreement is hereby amended by adding the following: Should any action due to the title issues, either legal or physical or resulting from the pending litigation, Village of Mount Prospect v. Meyn, et al., No. 2019 CH 01762, (Circuit Court of Cook County_, Chancery Division) arise on or with respect to the Subject Property that directly impedes the obligations of the Developer to complete any aspect of the P lrefi e Chase Project, the Village shall not hold the Developer responsible for any delays or obstruction caused by such action under the SDA Amended Redevelopment Agreement or any related documents approved by the SDA Amended Redevelopment Agreement, any related permits issued by the Village in connection therewith or otherwise under the Village Code. 3. That Section XIII. C. of the Amended Redevelopment Agreement is hereby amended by adding the following: 464630_1 24 If any action above due to the title issues, either legal or physical or resulting from the pendinglitigation, Village of Mount Prospect v. Meyn, et al., No. 2019 CH 01762 (Circuit Court of Cook County, Chancery Division) rlo��rihorl �h�.,o makes it impossible for the Developer to complete its portion of the work that is being done on behalf of the Village within the time provided in theAmended Redevelopment Agreement the Village agrees to extend any completion deadline necessary to have the Developer complete that portion of the work on behalf of the Village. If any action above due to the title issues, either legal or physical or resulting from the pending litigation, Village of Mount Prospect v. Me.yn, et al., No. 2019 CH 01762 (Circuit Court of Cook County, Chancery Division) makes it impossible for the Developer to complete its portion of any work that the Developer is required to perform in connection with the Parking Lot Project or the Detention Project, the Village agrees that the failure or inability of Developer to perform such work shall not constitute a basis for the Village to assert that the Bank Project remains uncompleted and not suitable for occupancy and operation if the Bank Project has otherwise been constructed in accordance with the requirements of the SDA Amended Redevelopment Agreement, the plans therefore to the extent approved by the Village, permits issued therefor by the Village and to the extent otherwise in compliance with the requirements of the Village Code. 4. That Section XV. B. of the Amended Redevelopment Agreement is hereby amended by adding the following: The Village shall indemnify the Developer from claims against the Developer directly caused by any action described above during the construction of the Chase Project. . 5. That all portions of the Amended Redevelopment Agreement, not amended hereby, shall remain in full force and effect. 6. This Second Amendment shall be executed simultaneously in three (3) counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same Second Amendment. 464630_1 25 7. The Parties agree to record this Second Amendment with the Cook County Recorder's Office against title to the Development Parcel, as part of the closing in regard to the conveyance of the Village Parcel to the Owner pursuant hereto. The Village, the Owner and the Developer shall equally share the cost of the recording charges. The Owner's and the Developer's rights and obligations in this Second Amendment are covenants running with title to the Development Parcel and successor owners of the Development Parcel shall be and are bound by this Second Amendment to the same extent as the Owner. 8. This Second Amendment shall be deemed dated and become effective on the day on which this Second Amendment is executed by the last of the signatories, as set forth below, with said date appearing on page 1 hereof. 464630_1 26 IN WITNESS WHEREOF, the Parties hereto have caused this Second Amendment to be executed by their respective authorized representatives, as set forth below. Village of Mount Prospect, an Illinois home rule municipal corporation By: Arlene Juracek, Mayor Date: MIG of Mount Prospect, LLC, an Illinois limited liability company By: Spiro Angelos, Manager Date: JPMorgan Chase Bank, National Association, a national banking association By: Name: Title: Date: ATTEST: By: Karen Agoranos, Village Clerk Date: ATTEST: By: Name: Title: Date: 464630_1 28 ACKNOWLEDGMENT State of Illinois ) )SS County of Cook ) I, the undersigned, a Notary Public, in and for the County and State aforesaid, DO HEREBY CERTIFY that Arlene Juracek and Karen Agoranos, personally known to me to be the Mayor and Village Clerk of the Village of Mount Prospect, and personally known to me to be the same persons whose names are subscribed to the foregoing instrument, appeared before me this day in person and severally acknowledged that, as such Mayor and Village Clerk, they signed and delivered the said instrument and caused the corporate seal of said municipal corporation to be affixed thereto, pursuant to authority given by the Board of Trustees of said Illinois home rule municipal corporation, as their free and voluntary act, and as the free and voluntary act and deed of said Illinois home rule municipal corporation, for the uses and purposes therein set forth. GIVEN under my hand and official seal, this day of Notary Public , 2021. 464630_1 29 ACKNOWLEDGMENT State of Illinois ) )SS County of Cook ) I, the undersigned, a Notary Public, in and for the County and State aforesaid, DO HEREBY CERTIFY that Spiro Angelos, personally known to me to be the Manager of MIG of Mount Prospect, LLC, an Illinois limited liability company, and personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and severally acknowledged that, as such Manager, he signed and delivered the said Agreement pursuant to authority given by the operating agreement of MIG of Mount Prospect, LLC, as his free and voluntary act, and as the free and voluntary acts and deeds of said limited liability company, for the uses and purposes therein set forth. 2021. GIVEN under my hand and official seal, this day of Notary Public 464630_1 30