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HomeMy WebLinkAboutRESOLUTION - 26-19 - 5/14/2019 - License Agreement GB Elk GroveRESOLUTION NO.26-19 A RESOLUTION AUTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE A LICENSE AGREEMENT BETWEEN THE VILLAGE OF ELK GROVE AND GB ELK GROVE 3, LLC (1000 OAKTON STREET) NOW, THEREFORE, BE IT RESOLVED by the Mayor and Board of Trustees of the Village of Elk Grove Village, Counties of Cook and DuPage, State of Illinois, as follows: Section 1: That the Mayor be and is hereby authorized to sign the attached documents marked: LICENSE AGREEMENT a copy of which is attached hereto and made a part hereof as if fully set forth and the Village Clerk is authorized to attest said documents upon the signature of the Mayor. Section 2: That this Resolution shall be in full force and effect from and after its passage and approval according to law. VOTE: AYES: 6 NAYS:0 ABSENT:0 PASSED this 141h day of May 2019. APPROVED this 14th day of May 2019. APPROVED: Mayor Craig B. Johnson Village of Elk Grove Village ATTEST: Loretta M. Murphy, Village Clerk LICENSE AGREEMENT THIS LICENSE AGREEMENT (`License Agreement") is made as of May 1, 2019, by and between VILLAGE OF ELK GROVE, an Illinois municipal corporation (`Licensor") and GB ELK GROVE 3, LLC, a Delaware limited liability company (`Licensee"). RECITALS: A. Licensee has requested that Licensor grant Licensee a license to use approximately square feet of space (the "Licensed Area") at 1000 Oakton Street, Elk Grove Village, Illinois (the "Building") and as further described on Exhibit A attached hereto on a month -to -month basis. B. Licensor has agreed to grant such license to Licensee, subject to the terms and conditions contained herein. NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows: 1. Recitals. The recitals set forth above are incorporated herein by this reference with the same force and effect as if fully set forth hereinafter. 2. Licensed Area. Licensor grants to Licensee an exclusive, non -assignable and irrevocable license (the "License") to use the Licensed Area for the Term, defined below. 3. Term of License. The term ("Term") of this License will commence on May 15, 2019 (`Commencement Date") and shall continue thereafter on a month -to -month basis. Either party may terminate this License on not less than thirty (30) days' written notice to the other, provided the effective date of such termination is the last day of a month. Licensee shall vacate the Licensed Area on or prior to the termination date. 4. License Fee. Licensee will pay to Licensor, in consideration of Licensee's use and occupancy of the Licensed Area, the sum of $1 per month (the "License Fee"). The License Fee shall be payable during the Term in advance on the first (1 st) day of each calendar month. If this License shall commence, expire or be terminated on a day other than the first or last day of any calendar month, as the case may be, the License Fee for such month shall be prorated on a per diem basis based on the number of days in the month. Upon Licensee's execution and delivery of this License Agreement, Licensee shall pay Licensor the License Fee for the month in which the Commencement Date occurs and the first full calendar month of the Term (unless the Commencement Date occurs on the first day of the month in which case only the License Fee for the first full calendar month is due). 5. No Representations. Licensee acknowledges and agrees that the Licensed Area is being delivered to Licensee, and Licensee shall accept the Licensed Area, in its "AS IS" condition as of the Commencement Date. Licensor has not made, nor does Licensor make, any representations or promises with respect to the Building or the Licensed Area, and Licensee agrees that Licensor does not have any obligation to perform any work or otherwise prepare the Licensed Area for Licensee's use. 6. Alterations. Licensee will not make or cause to be made any alterations, installations, improvements, additions or other physical changes in or about the Licensed Area without obtaining Licensor's prior written consent thereto. 7. Repairs. Licensor, at its sole cost and expense, will maintain and take good care of the Licensed Area including the fixtures and appurtenances therein (but not including Licensee's property), and make all non-structural repairs thereto as and when needed to preserve the Licensed Area in good working order and condition. Notwithstanding the foregoing, all damage or injury to the Licensed Area or to any other part of the Building, or to its fixtures, equipment and appurtenances, whether requiring structural or nonstructural repairs, caused by, or resulting from, the gross negligence of Licensee, its agents, employees, invitees or licensees, will be repaired by Licensee. 8. Use. Licensee may use and occupy the Licensed Area for general storage, office, and real estate brokerage staging. 9. Requirements of Law. Licensee, at its sole cost and expense, will comply with all laws, rules, orders, ordinances, regulations, statutes, requirements, and codes affecting Licensee's particular use of the Licensed Area by Licensee. 10. Services. Licensee agrees to contract and pay for utilities separately metered to the Licensed Area. Licensee reserves the right to stop service of the plumbing, heating, ventilation, air-conditioning and electrical or other mechanical systems, when necessary, by reason of accident or emergency or for inspection, repairs, alterations, additions or improvements, which in the judgment of Licensee are desirable or necessary to be made, until the same shall have been completed, and shall further have no responsibility or liability for failure to supply any of such services in such instance. Licensor will have no obligation to supply any services to the Licensed Area. 11. Insurance and Indemnity. Licensee, at its sole cost and expense, shall obtain and keep in full force and effect during the Term (1) commercial general liability insurance in the amount of at least $2,000,000 per occurrence against claims of bodily injury, personal injury or property damage arising out of Licensee's operations, assumed liabilities, contractual liabilities or use of the Licensed Area or common areas; (2) all risk property insurance written at replacement cost value and with a replacement cost endorsement covering all of Licensee's property; (3) to the extent applicable, workers' compensation insurance as required by the state in which the Licensed Area is located and in amounts as may be required by applicable statute; and (4) employers' liability coverage of at least $1,000,000 per occurrence (collectively, "Licensee's Insurance"). All commercial general liability insurance policies shall name Licensee as the named insured and Licensor (or any successor) and its respective members, principals, beneficiaries, partners, officers, directors, employees, and agents, and other designees of Licensor as the interest of such designees shall appear as additional insureds thereunder. Any company writing any of Licensee's Insurance shall have an A.M. Best rating of not less than A- VIII. Licensee shall cause each of its insurance carriers to include a clause in each policy of Licensee's Insurance whereby the insurer waives its rights to subrogation against Licensor, its agents, officers and employees. Licensee will indemnify and hold Licensor harmless against (a) all claims of whatever nature against Licensor arising from any act, omission or negligence by Licensee, Licensee's employees, contractors, subcontractors, licensees and agents, and (b) all claims against Licensor arising from any accident, injury or damage to property or persons occurring in or about the Licensed Area, except to the extent caused by the negligence or willful misconduct of Licensor. Licensee shall provide Licensor with a certificate or certificates of insurance evidencing Licensee's Insurance prior to the earlier to occur of the Commencement Date or the date Licensee is provided with possession of the Licensed Area for any reason and, upon renewals, at least fifteen (15) days prior to the expiration of the insurance coverage. All such insurance may be carried under blanket or umbrella insurance policies. 12. Termination. In addition to any and all other rights or remedies provided in this License Agreement or which Licensor may have at law, in equity, or otherwise, in the event that Licensee fails to comply with any obligations imposed upon Licensee hereunder, Licensor will have the right, after three (3) days' notice to Licensee for any such non-compliance (which will be stated with particularity in such notice) and Licensee's failure to remedy same within such period (or if such non-compliance cannot be remedied within such three (3) day period, Licensee's failure to commence within such period and diligently pursue such cure to completion), to terminate this License on the date specified by Licensor in such notice as if such date were the date herein fixed for the expiration of the Term of this License, and Licensee will immediately quit and surrender the Licensed Area as required hereby. 13. Assignment/Occupancy. Licensee will not assign its rights or delegate its duties under this License Agreement (whether by operation of law, transfer of interest in Licensee or otherwise) or permit the Licensed Area or any part thereof to be occupied or used by any other person or entity. 14. License and Not a Lease. This License Agreement is not to be construed as in any way granting to Licensee any leasehold or other real property interest in the Licensed Area, it being intended that this License Agreement merely grants to Licensee the license to enter upon and use the Licensed Area during the Term in accordance with the terms and conditions hereof. 15. Waiver of Trial by Jury. Licensee will waive and hereby waives trial by jury in any action, proceeding or counterclaim brought by either party against the other on any matters whatsoever arising out of, or in any way connected with, this License. If Licensor commences any summary proceeding against Licensee, Licensee will not interpose any counterclaim of whatever nature or description in any such proceeding. Moreover, Licensee will not seek to consolidate such proceeding with any other action which may have been or may be brought in any other court by Licensee. 16. Access. Licensor and its agents will have the right, from time to time throughout the Term, to enter any portion of the Licensed Area at reasonable times to examine the same. Any inspections made pursuant to this paragraph shall be made with reasonable diligence and in a manner designed to minimize interference with Licensee's use of the Licensed Area. 17. End of Term of License. Upon the expiration or earlier termination of the Term, Licensee will remove all of its property from the Building. Licensee acknowledges that possession of the Licensed Area must be surrendered to Licensor upon the expiration or earlier termination of this License. If Licensee holds over after the expiration or earlier termination of this License without the consent of Licensor and shall fail to vacate the Licensed Area for any cause, then, thereafter, Licensee shall be liable to Licensor for the use and occupancy of the Licensed Area in an amount equal to the greater of 200% of the License Fee set forth in Paragraph 4 hereof. Nothing herein contained will be deemed to permit Licensee to retain possession of the Licensed Area after the expiration or earlier termination of the Term of this License. 18. No Suit for Damages. In no event will Licensee seek to obtain any judgment for damages against Licensor or its partners, shareholders, officers, directors, employees, agents and contractors by reason of a default by Licensor hereunder; it being agreed that Licensee's sole remedy in such event will be to compel specific performance of the obligations hereunder. 19. Attorneys' Fees. In the event of any action or proceeding brought by either party against the other under this License Agreement, the prevailing party shall be entitled to recover costs and the fees of its attorneys in such action or proceeding (whether at the administrative, trial, or appellate levels) in such amount as the court or administrative body may adjudge reasonable. 20. Indemnification. To the fullest extent permitted by law, Licensee shall indemnify and hold harmless Licensor and Licensor's agents, employees and representatives and their respective direct and indirect partners, officers, directors, shareholders, agents and employees from and against all claims, damages, losses and expenses, including, without limitation, attorneys' fees, directly or indirectly arising out of or resulting from the gross negligence of Licensee or anyone employed by it, except to the extent such bodily injury, sickness, disease, or death, or injury to or destruction of tangible property is caused by Licensor's gross negligence or willful misconduct. In no event shall either party be liable to the other for special, indirect, or punitive damages. 21. Notices. Any notice under this License Agreement shall be in writing and shall be deemed to have been properly given only if (1) hand delivered, (2) sent by commercial overnight courier delivery service, (3) sent by registered or certified mail, postage prepaid, return receipt requested, or (4) sent by facsimile transmission (with confirmation of receipt). A notice shall be deemed to have been received (a) on the day delivered, if hand delivered, (b) in the case of overnight courier delivery, on the first business day after having been deposited with the courier service, (c) in the case of registered or certified snail, on the third (3rd) business day after deposit with the U.S. Postal Service, and (d) on the day transmitted, if sent by facsimile transmission (with a confinnation of receipt). Notices shall be addressed to the respective parties, as follows: If for Licensor: Elk Grove Village 901 Wellington Avenue Elk Grove Village, Illinois 60007 Attention: Village Manager Facsimile: (847) 357-4022 with a copy to: Elk Grove Village 901 Wellington Avenue Elk Grove Village, Illinois 60007 Attention: Village Clerk Facsimile: (847) 357-4022 If for Licensee: GB Elk Grove 3, LLC 9450 W. Bryn Mawr, Suite 750 Rosemont, Illinois 60018 Attention: Michael W. Brennan Facsimile: (847) 257-8888 with a copy to: Brennan Investment Group, LLC 9450 W. Bryn Mawr, Suite 750 Rosemont, Illinois 60018 Attention: Samuel A. Mandarino Facsimile: (847) 257-8888 Each party hereto may, from time to time, change the address or name specified above for it by giving notice to the other party (or parties, as the case may be) in accordance with this paragraph. 22. No Broker. Licensee represents and warrants that it has not dealt with any broker in connection with this License, and Licensee covenants and agrees to indemnify and hold Licensor harmless of and from any and all loss, cost, damage, liability or expense (including, without limitation, attorneys' fees and disbursements) incurred by reason of any claim of or liability to any broker who shall claim to have dealt with Licensee in connection with this License. The provisions of this Paragraph 22 shall survive the expiration or earlier termination of the License. 23. No Waiver. No waiver by Licensor of any term, condition, or requirement of this License shall constitute a waiver of any other term, condition, or requirement hereof or constitute a waiver of the same term, condition or requirement in any other instance. 24. Miscellaneous. This License Agreement sets forth the entire agreement between the parties with respect to the subject matter set forth herein and may not be modified, amended, or altered, except by subsequent written agreement between the parties. A determination that any provision of this License Agreement is unenforceable or invalid shall not affect the enforceability or validity of any other provision hereof. This License Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. A facsimile or .pdf copy of this License Agreement shall be deemed an original for all relevant purposes. [NO FURTHER TEXT ON THIS PAGE] IN WITNESS WHEREOF, the parties hereto have caused this License Agreement to be executed by their duly authorized representatives effective as of the day and year first above written. LICENSOR: VILLAGE OF ELK GROVE VILLAGE, COOK AND DUPAGE COUNTIES, ILLINOIS an Illinois municipal corporation By: `✓7l 1 q 13 jo h n 5o r� Mayor Craig B. Johnson ATTEST: Village Clerk LICENSEE: GB ELK GROVE 3, LLC, a Delaware limited liability company By: _ Name: Its: ATTEST: (Assistant) Secretary EXHIBIT A LICENSED AREA vff9Coj"*i"u*ff�w- MapOff ice,,-, , I up �Iutmd'v mauw D',:Arxw "h:g%ft- tw xcww, Tlio%.Vlot-w --.d '—f '^-tte -, bY-4w'ne: fr. gl—d