HomeMy WebLinkAboutRes 11-14 02/04/2014 A License Agreement Between 111 Mount Prospect LLC and VOMPRESOLUTION NO. 11 -14
A RESOLUTION AUTHORIZING THE EXECUTION OF A LICENSE AGREEMENT
BETWEEN 111 MOUNT PROSPECT LLC,
AND THE VILLAGE OF MOUNT PROSPECT
WHEREAS, the Village of Mount Prospect and 111 Mount Prospect LLC are desirous of
entering into a License Agreement for the property located at 111 East Busse Avenue
(Chase Bank); and
WHEREAS, the License Agreement being the subject of this Resolution provides the
Village of Mount Prospect with rights to utilize the Chase Bank parking lot located 111 East
Busse Avenue for public functions and public parking during non - business hours.
NOW, THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF
TRUSTEES OF THE VILLAGE OF MOUNT PROSPECT, COOK COUNTY, ILLINOIS
ACTING IN THE EXERCISE OF THEIR HOME RULE POWERS:
SECTION ONE: The Board of Trustees of the Village of Mount Prospect do hereby
authorize the President to sign and the Clerk to attest her signature on the License
Agreement between the Village of Mount Prospect and 111 Mount Prospect LLC, a copy of
which is attached hereto and hereby made a part 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.
AYES: Hoefert, Korn, Matuszak, Polit, Rogers, Zadel
NAYS: None
ABSENT: None
PASSED and APPROVED this 4 day of February 4, 2014.
�
Arlene A. Jur ek
Mayor
ATTEST:
M. Lis Angell
Village Clerk
HACLKO\W N RESOLUTIOW 11 mountprospect111chasebank, 2014doc
LICENSE AGREEMENT
BETWEEN 111 MOUNT PROSPECT LLC AND THE VILLAGE OF MOUNT
PROSPECT FOR THE VILLAGE'S USE OF THE PARKING LOT
FOR PUBLIC FUNCTIONS AND PARKING DURING NON- BUSINESS HOURS
THIS LICENSE AGREEMENT (hereinafter the "Agreement ") is made and entered into
by and between 111 Mount Prospect, a Limited Liability Corporation (hereinafter "Licensor ")
and the Village of Mount Prospect, an Illinois home rule municipal corporation (hereinafter
"Licensee ") (Licensor and Licensee sometimes referred to as "Party" or "Parties ")
WITNESSETH:
WHEREAS, the Licensor owns certain property, which is located at 111 E. Busse Road,
Mount Prospect, Illinois (hereinafter the "Property "); and
WHEREAS, Licensee has requested permission to utilize the parking lot on the Property,
which lot is located at the southeast corner of Busse Road and Emerson Street, for purposes of
public functions and public parking after Licensor's business hours; and
WHEREAS, the Licensor finds that it is reasonable, necessary and desirable to grant
Licensee a license for such purposes, subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the promises, terms and conditions set forth
herein, the Parties agree as follows:
1. Recitals Incorporated The recitals set forth above are incorporated herein and made a
part of this Agreement.
2. License The Licensor hereby grants Licensee a license (hereinafter the "License ") to
utilize the parking lot and certain adjacent areas of the Property, as depicted in Exhibit A and
legally described in Exhibit B, said Exhibits being attached hereto and made a part hereof (said
parcel hereinafter referred to as the "License Area ") for the purpose of public functions and
public parking. Unless prior written permission is obtained from the Licensor, the License Area
309413_1
shall not be used for any other purpose.
3. .Definitions
a. "Business Hours" means the normal hours of Licensoe's operations, which are
7:00 a.m. to 5:00 p.m., Monday through Friday, unless otherwise agreed in writing by the
Parties.
b. "Won-Business 1 means the hours of any day that are not within the
Business Hours.
C. "Public Function" means any event, authorized by the Licensee to take place on
the License Area, and to which the Public are invited to attend, e.g., festivals, farmers
markets, etc.
d. "The Public" means persons, other than Licensor, its officers, agents or
employees, in their capacity as such, who are invited by Licensee to attend a Public
Function or to utilize Public Parking in the License Area.
e. "Public Parking" means the parking of vehicles in the License Area at the
invitation of Licensee to promote patronage of stores and restaurants in the downtown
area.
4. Conditions for Use Licensee's use of the License Area, shall be subject to the following:
a. Public Functions
(1) Licensee may schedule Public Functions on the License Area during Non-
Business Hours, not to exceed six (6) such Functions in any calendar year.
Licensee shall give Licensor not less than ten (10) days prior written notice of
any Public Functions that are to be held on the License Area. Licensor
Shall
have five (5) days to object in writing to Licensor in the event that it
reasonably deems that such Function may interfere with its business
operations, in which case the Parties shall mutually determine how the Public
Function may be conducted without such interference. Licensor's failure to so
object will be considered approval.
(2) Licensee may permit other entities, such as, the Chamber of Commerce,
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Downtown Merchants Associations, etc., to conduct the Public Functions
under Licensee's supervision, in which case Licensee's obligations under the
Agreement shall remain with Licensee.
b. Parkin Licensee may authorize, by proper signage or otherwise, Public Parking
on the License Area during Non - Business Hours.
C. Unauthorized Vehicles Licensor will be responsible to post signs in the License
Area, in accordance with Section 4 -203 of the Illinois Vehicle Code, 625 ILCS 5/4 -203,
to give notice that unauthorized vehicles will be towed at owner's expense. Unauthorized
vehicles that remain on the License Area from and after a Public Function or after the
time for which Public Parking is permitted will be reported by Licensor to the Licensee,
which will use reasonable efforts to have such vehicle removed voluntarily within
twenty -four (24) hours of the end of the Public Function. If unsuccessful, Licensee shall
authorize the relocation of the vehicle by the commercial vehicle locator engaged by
Licensor. Otherwise, Licensor is responsible for the towing of all unauthorized vehicles
on the License Area. Licensee is responsible for any and all costs associated in any way
with the relocation of unauthorized vehicles resulting from a Public Function or Public
Parking.
d. Damage and Repairs
(1) Except as the Parties may otherwise agree in writing, Licensee shall promptly
repair any damage to the License Area resulting, directly or indirectly, from
Licensee's use of the License Area. All repairs shall be subject to the reasonable
approval of the Licensor. In the event Licensee fails to properly repair any such
damage within seven (7) days of the effective date of written notice from the
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Licensor demanding the repair, the Licensee shall have the right to take such
action as it deems necessary to repair the damage, which shall include the
authority to engage the services of an independent contractor and to bill the
Licensee for its cost for such repair.
(2) Except as provided in subsection (1) above, Licensor shall be responsible to
maintain the License Area and keep it in good repair when not in use by Licensee,
including paving and striping, landscape maintenance, trash and snow removal,
general maintenance, insurance and other charges imposed by law or against the
Property, including real estate taxes.
e. Trash Licensee is responsible, at is sole cost and expense, for the removal of all
trash and debris resulting from a Public Function or Public Parking. Licensor is
responsible, at is sole cost and expense, for the removal of all trash and debris not
resulting from a Public Function or Public Parking.
f. License fee Licensee shall not pay any fee for the License, other than its sharing
of the costs of Improvements, as described below.
5. Licensee Authority Licensor hereby agrees to and with Licensee that the officers, agents
or employees of the Licensee, whenever elected, appointed or hired (collectively "Licensee's
Agents "), and the Public may, when necessary and convenient to do so, go in, on, upon, over,
through, and across the License Area, including to park vehicles in the Area, all in accordance
with the terms of this Agreement; and Licensee's Agents may do and perform any and all acts
necessary or convenient to carry into effect the purposes for which this Agreement is made; and
that the Licensor shall not disturb, molest, injure or in any manner interfere with such purposes.
6. Term The term of the License granted shall be ten (10) years and shall commence upon
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the execution of this Agreement. Said term shall automatically renew for one (1) year periods
under the same terms and conditions as set forth herein, unless terminated as provided herein.
Either Party may terminate this Agreement 1) upon prior written notice to the other for any
material breach of the terms of this Agreement after failure to cure or remedy as provided in
paragraph 13; or 2) upon written notice to the other, not less than thirty (30) days prior to the end
of any term, of its intent not to renew for any reason.
7. Improvements In consideration for the granting of this License, Licensee agrees to share
in certain costs for improvements to the License Area as identified on Exhibit C or as otherwise
mutually agreed in writing.
The estimated cost for the Improvements is $150,000. Licensee agrees to share in those costs by
reimbursing Licensor an amount not to exceed $50,000. Licensee's reimbursement shall be paid
not later than 30 calendar days after Licensor submits completed invoices to Licensee's
representative. In the event that the Agreement is terminated by either or both Parties for
material breach prior to the completion of the Improvements, Licensee shall not be responsible
for its share of any such costs for Improvements that are not complete upon the date of
termination. All Improvements shall be performed in compliance with applicable federal and
state laws, rules and regulations, and Cook County and Village Ordinances. Licensor shall be
responsible for obtaining, at its cost, any necessary permits or licenses.
8. Cooperation The Parties agree to work in good faith to mutually resolve any problems
occurring or arising out of the performance of this Agreement and to do all things reasonably
necessary or appropriate to carry out the terms, provisions and objectives of this Agreement.
9. Insurance
(a) Each Party shall insure its respective interests under this Agreement in
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commercially reasonable amounts, as defined below, at all times and shall provide the
other with a certificate of insurance of continuous coverage thereof naming the other as
an additional named insured as its interests may appear and providing that no cancellation
or modification of the policy or policies shall occur without at least 30 days' prior written
notice to the other Party. Each Party shall waive its insurance carriers' rights of
subrogation against the other in the case of all risks for which the carrier otherwise would
have such rights. The Licensee may self - insure all or any portion of these requirements.
(b) Commercially Reasonable Amounts shall include, at a minimum, the following
coverage:
(1) Workers' compensation insurance with limits as required by state law. The
employer's liability coverage under the workers' compensation policy shall have
limits of not less than $500,000 each accident /injury; $500,000 each
employee /disease; $500,000 policy limit.
(2) Commercial general liability insurance protecting Licensee /Licensor against any
and all public liability claims which may arise in the course of this Agreement. The
limits of liability shall be not less than $1,000,000 each occurrence for bodily
injury /property damage with a combined single limit and $2,000,000 aggregate for
bodily injury /property damage with a combined single limit. The policy of
commercial general liability insurance shall include contractual liability coverage and
an endorsement naming the other Party as an additional insured.
(3) Commercial automobile liability insurance covering the Parties' owned, non -
owned and leased vehicles which protects against automobile liability claims whether
on or off the Licensor's premises with coverage limits of not less than $1,000,000
309413_1
each accident for bodily injury /property damage with a combined single limit.
(4) Umbrella or Excess liability insurance with limits of not less than $1,000,000
each occurrence for bodily injury /property damage with a combined single limit and
$1,000,000 aggregate for bodily injury /property damage with a combined single limit.
10. Indemnity
(a) Licensee hereby indemnifies and holds Licensor harmless from and against any
and all loss, cost, liability and expense (including reasonable attorney fees and court
costs) paid or incurred by Licensor arising from any claim or cause of action resulting
from the act or omission of Licensee in connection with this Agreement, or breach of this
Agreement by Licensee, including without limitation any cause of action for personal
injury whose proximate cause was the Licensee's failure to maintain the License Area in
reasonable condition as required by this Agreement.
(b) Licensor hereby indemnifies and holds Licensee harmless from and against any
and all loss, cost, liability and expense (including reasonable attorney fees and court
costs) paid or incurred by Licensee arising from any claim or cause of action resulting
from any act or omission of Licensor in connection with this Agreement, or breach of this
Agreement by Licensor, including without limitation any cause of action for personal
injury whose proximate cause was Licensor's failure to maintain the License Area in
reasonable condition as required by this Agreement.
11. Condition of License Area Prior to any Public Function, Licensee shall inspect the
License Area, accept the License Area in its "as is" condition as of the date thereof, and
acknowledge that upon delivery of possession of the License Area to Licensee the same were in
good order, condition and repair. Upon termination of this License by lapse of time or
309413_1 7
otherwise, Licensee shall re- deliver possession of the License Area to the Licensor in good order,
condition and repair, normal wear and tear accepted.
12. Alterations by Licensee Licensee shall make no alterations, additions, improvements or
change in or to the License Area without the prior v��tten approval of the Licensor.
13. Default; Breach In the event of any material breach of this License Agreement by either
Parry, the breaching Party (the "Breaching Party ") shall upon written notice from the other Party
(the "Non- Breaching Party ") proceed promptly to cure or remedy such breach within thirty (30)
days after receipt of such notice; provided, however, that in the event such breach is incapable of
being cured within thirty (30)) day period and the Breaching Parry commences to cure within
said thirty (30) day period and proceeds to cure with due diligence, such Party shall not be
deemed to be in default under this Agreement. In case such action is not taken or not diligently
pursued or the breach shall not be cured or remedied within the above time, the Non - Breaching
Party may terminate this Agreement. A waiver by either Party of any breach of one or more of
the terms of this Agreement on the part of the other Party shall not constitute a waiver of any
subsequent or other breach of the same or other term, nor shall the failure on the part of either
Party to require exact, full and complete compliance with any of the terms contained herein be
construed as changing the terms of this Agreement or stopping the Party from enforcing full
compliance with the provisions herein. No delay, failure or omission of either Parry to exercise
any right, power, privilege or option arising from any breach sh all. impair any right, privilege or
option, or be construed as a waiver or acquiescence in such breach or as a relinquishment of any
right. No option, right, power, remedy or privilege of either Party shall be construed as being
exhausted by the exercise thereof in one or more instances. The rights, powers, privileges and
remedies given the Parties under this Agreement and by law shall be cumulative.
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14. Enforcement of Agreement The non - prevailing Party shall indemnify the prevailing
Party for all of its costs and expenses, including reasonable attorney and expert witness fees,
incurred in any legal proceeding or action, whether at law or in equity, instituted for the purpose
of enforcing any provision of this Agreement.
15. Notices All notices required to be provided under this Agreement shall be in writing and
served either (a) personally during regular business hours; (b) by facsimile transmission; or (c)
by registered or certified mail, return receipt requested, properly addressed with postage prepaid
and deposited in the United States mail. Notices shall be served upon the following:
LICENSOR
111 Mount Prospect, LLC
c/o Greenstone Asset Management, LLC
228 South Wabash
Suite 420
Chicago, IL 60604
LICENSEE
Village Manager
Village of Mount Prospect
50 S. Emerson Street
Mount Prospect, Illinois 60056
Notices served personally or by facsimile transmission shall be effective upon receipt and notices
served by mail shall be effective upon receipt as verified by the United States Postal Service.
16. Recordation Licensee shall not record this Agreement, or any memorandum or other
document referring hereto, without the written consent of the Licensor.
17. Law; Venue This Agreement shall be construed in accordance with the laws of the State
of Illinois and any litigation regarding this Agreement or its content shall be filed in the Circuit
Court in Cook County, Illinois.
18. Entire Agreement The provisions set forth herein represent the entire agreement
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between the Parties and may not be modified or changed in any respect unless such modification
or change is in writing and signed by both Parties.
19. Compliance with Laws Licensor shall adhere to all applicable Federal, State and Local
laws, ordinances, rules and rcgulations, and policies, in the performance of its duties and
obligations under this Agreement, including, but not limited to, the following:
a. Comply with Article 2 of the Illinois Human Rights Act (775 ILCS 5/2 -101, et
seq.), and the Rules and Regulations of the Illinois Department of Human Rights,
including establishment and maintenance of a sexual harassment policy as required by
Section 2 -105 of that Article and Act; and
b. Comply with the provisions of the EQUAL EMPLOYMENT OPPORTUNITY
CLAUSE required by the Illinois Department of Human Rights as a material term of all
public contracts, see Title 44, Part 750, Section 750, APPENDIX A, Illinois
Administrative Code, Equal Employment Opportunity Clause, which is incorporated
herein by reference.
20. 0. This Agreement may be signed in counterparts, and each of such fully executed
counterparts shall be deemed an original of this Agreement.
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IN WITNESS WHEREOF, the Parties have entered into this License Agreement as of the
'7 of February, 2014.
LICENSOR
1 I 1 MOUNT P
BY:
Name: ahr-r-- %j
Title: `MAIL
ATTEST-
NAME: ;ds low,�naa^
TITLE: Mlr�,�tZ
LICENSEE
VILLAGE OF MOUNT PROSPECT
BY:
NAME: Arlene A. Jura
TITLE: Mayor
ATTEST:
NAME: M. Lisa Angell
TITLE: Village Clerk
309413_1 11
EXHIBIT A
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309413_1 12
EXHIBIT B
Lot 1 in Mount Prospect State Bank Re- Subdivision #2, being a re- subdivision of Mount
Prospect State Bank re- subdivision and Busse and Wille's re- subdivision in Mount Prospect,
being a part of the west half of Section 12, Township 41, Range 11 east of the Third Principal
Meridian, according to the plat thereof recorded on May 1, 1974 as Document # LR2750490, in
Cook County, IL.
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EXHIBIT C
111 E Busse - Capital Projects - Preliminary Budget
Replace Front Steps & Handicap Ramp
Resurface Parking Lot
Repair & Replace Concrete Curbing
Upgrade Emerson & Busse Landscaping
Fagade Power Cleaning
Estimated Hard Costs
Fees /Perm its /Oversight
Estimated Total Project Costs
Variance & Unkowns (10 %)
Grand Total
$12,000
$]0,000
$10,000
$5,000
$36,000
$133,000
$19,950
$152,950
$15,295
$168,245
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