HomeMy WebLinkAboutRESOLUTIONS-2014-013-R-143/25/2014
13-R-14
A RESOLUTION
Authorizing the City Manager to Execute a License Agreement with
Chiaravalle Montessori School for the use of City Park Property to
locate Mobile Classrooms
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE
CITY OF EVANSTON, COOK COUNTY, ILLINOIS, THAT:
SECTION 1: The City Manager is hereby authorized to execute the License
Agreement attached hereto as Exhibit 1, the terms are incorporated herein by reference,
with the Chiaravalle Montessori School, an Illinois not -for -profit corporation, for the use of
City park property commonly known as "Currey Park", located at the corner of northeast
corner Hinman Avenue and Dempster Street, for the purpose of constructing and
occupying temporary mobile classrooms on the property from August 15, 2014 — June
15, 2015.
SECTION 2: The City Manager is hereby authorized and directed to
negotiate any additional conditions of the License Agreement as he may determine to be
in the best interests of the City.
SECTION 3: That this Resolution 13-R-14 shall be in full force and effect
from and after the date of its passage and approval in the manner provided by law.
Eliza`Keth B. Tisdahl, Mayor
Atte
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R dtney Greene C' y Cll7erk
Adopted: N �rO p , 2014
13-R-14
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13-R-14
EXHIBIT 1
License Agreement
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LICENSE AGREEMENT
THE LICENSE AGREEMENT (this "Agreement') is made as of ,
2014, by and between The City of Evanston, a home rule unit of local government located in
Cook County, Illinois (the "City"), and Chiaravalle Montessori School, an Illinois not -for -profit
corporation ("Licensee").
RECITALS:
WHEREAS, the City is the owner of the property commonly known as Currey Park
located at the northeast corner of Dempster Street and Hinman Avenue, Evanston, Illinois (the
"City Property"); and
WHEREAS, Licensee is the owner of that certain property commonly known as 425
Dempster Street, Evanston, Illinois and legally described on Exhibit A attached hereto and made
a part hereof (the "School Property") which is improved with a building owned and operated by
Licensee as a private school known as Chiaravalle Montessori School (the "School'); and
WHEREAS, intends to demolish a portion of the existing School building and construct
anew addition (the "Project'); and
WHEREAS, the City previously granted Licensee certain easements under, over and
through the City Property in order to assist in the completion of the Project, solely for purposes
of supporting construction on the Property, including staging, fence installation, and other
temporary construction activities on limited areas of City Property; and
WHEREAS, Licensee has requested permission to construct and occupy 2 mobile
classrooms (the "Mobile Classrooms") on that portion of the City Property shown cross hatched
on Exhibit B. occupying a total square footage of 8,400, attached hereto and made a part hereof
(the "Licensed Property") for the purpose of relocating certain classroom and School activities
during the construction of the Project. Such use by Licensee, including the right of ingress and
egress to and from the Licensed Property, is referred to herein as the "Permitted Use"; and
WHEREAS, pursuant to the terms of this Agreement, Licensee desires to enter onto the
Licensed Property for purposes of performing the Permitted Use and the City is willing to grant
Licensee a license to enter upon and use the Licensed Property for said purposes.
NOW, THEREFORE, in consideration of Ten and No/100 Dollars ($10.00) and other
good and valuable consideration, the receipt and sufficiency of which are acknowledged hereby,
the City and Licensee agree as follows:
1. Grant of License. The City hereby grants the Licensee an exclusive license to enter
upon and use the Licensed Property for the Permitted Use only upon the terms and conditions
hereinafter set forth. Licensee and its contractors, agents, employees and invitees (collectively,
"Licensee Related Parties"), shall have the right of reasonable ingress and egress to the
Licensed Property for purposes of the Permitted Use only. Licensee agrees that its interest in the
142337.5
Licensed Property shall be subject to all matters and conditions of record and to the terms and
conditions of this Agreement. Exhibit B depicts the Licensed Property, which is a total of 8,400
square feet of City Property being utilized for the benefit of Licensee to locate the Mobile
Classrooms.
2. Use. Licensee shall use the Licensed Property solely for the purpose of performing
the Permitted Use. The Permitted Use shall be performed in accordance with all applicable laws,
ordinances, rules and regulations. Licensee shall comply with and abide by the reasonable rules
and regulations of the City with respect to the use of the Licensed Property, and shall cause the
Licensee Related Parties to comply with the same. Licensee shall be responsible for any and all
permit fees, survey fees, and installation and removal costs and expenses for the construction of
the Mobile Classrooms.
3. Term. This Agreement will commence on August 15, 2014 terminate on the earliest
to occur of (i) June 15, 2015 or (ii) demolition or removal of the Mobile Classrooms and all
equipment associated thereto from the Licensed Property (the "Term"), unless sooner revoked or
terminated as provided herein.
4. License Fee. In consideration of the City entering into this License Agreement and
permitting Licensee to occupy City property during the Term, Licensee shall pay the City a one-
time fee of Twelve Thousand Two Hundred Twenty -Five and no/100 Dollars ($12,250.00)
($1,225.00 per month, 10-month occupation at $1.75 per square foot, total square footage for
Licensed Area at 8,400) (the "License Fee"). Licensee shall disburse payment of the License Fee
to the City within 30 (thirty) days of execution of this License Agreement. If Licensee occupies
City Property after expiration of the Term, the License Fee shall double and payable on a
monthly basis on or before the first date of the month at the rate of Two Thousand Four Hundred
Fifty and no/100 Dollars ($2,450.00). Licensee shall disburse payment of the elevated License
Fee within 15 (fifteen) days of expiration of the Term until such time that the Mobile Classrooms
have been removed or demolished. No prorations or reimbursements will be provided.
5. Maintenance and Utilities. Licensee shall be responsible during the Term, at its sole
cost and expense, for the ongoing maintenance and upkeep of all or any portion of the Licensed
Property used by Licensee or the Licensee Related Parties for the Permitted Use. Licensee shall
also be responsible for payment of all utilities servicing the Licensed Property and the Mobile
Classrooms.
6. Tree Preservation Permit. Licensee will not damage the existing trees or tree roots
on the Licensed Property with the installation of its footings for the Mobile Classrooms.
Licensee will obtain a tree preservation permit, if required by the Department of Public Works
per City of Evanston Code of 2012, as amended.
7. Surrender. Upon the expiration of the Term, the Licensee shall, promptly remove all
property and equipment owned by the Licensee and located upon the Licensed Property,
including but not limited to the Mobile Classrooms. Licensee shall, at its sole cost and expense,
repair or restore any of the Licensed Property in conformance with the drawings and
specifications associated with the approved permit drawings for the Project which drawings and
K
specifications provide for the restoration of the Licensed Property to generally the same grade
that existed prior to the Term. The City and Licensee acknowledge that the City will reconstruct
Currey Park subsequent to the completion of the Project and that Licensee has contributed
$200,000 to the City to be used toward the redevelopment of the public park and restoration and
repair efforts are in addition to the $200,000 contribution.
8. Indemnification. Licensee shall defend, indemnify and hold harmless City and its
officers, elected and appointed officials, agents, and employees from any and all liability, losses,
or damages as a result of claims, demands, suits, actions, or proceedings of any kind or nature,
including without limitation costs, and fees, including attorney's fees, judgments or settlements,
resulting from or arising out of any negligent or willful act or omission on the part of the
Licensee or Licensee's subcontractors, employees, agents or subcontractors during the
performance of this Agreement. Such indemnification shall not be limited by reason of the
enumeration of any insurance coverage herein provided. This provision shall survive completion,
expiration, or termination of this License Agreement. Nothing contained herein shall be
construed as prohibiting City, or its officers, agents, or employees, from defending through the
selection and use of their own agents, attorneys, and experts, any claims, actions or suits brought
against them. Licensee shall be liable for the costs, fees, and expenses incurred in the defense of
any such claims, actions, or suits. Nothing herein shall be construed as a limitation or waiver of
defenses available to City and employees and agents, including without limitation the Illinois
Local Governmental and Governmental Employees Tort Immunity Act, 745 ILCS 10/1-101 et
seq. At the City Corporation Counsel's option, Licensee must defend all suits brought upon all
such Losses and must pay all costs and expenses incidental to them, but the City has the right, at
its option, to participate, at its own cost, in the defense of any suit, without relieving Licensee of
any of its obligations under this License Agreement. Any settlement of any claim or suit related
to activities conducted under this Project by Licensee must be made only with the prior written
consent of the City Corporation Counsel, if the settlement requires any action on the part of the
City.
9. Insurance. Licensee, at its sole cost and expense, shall maintain and keep in effect
comprehensive commercial general liability insurance in the minimum amount of $2,000,000,
covering, without limitation, any liability for personal injury, bodily injury (including, without
limitation, death) and property damage arising out of Licensee's and Licensee Related Parties'
acts, omissions and use of the City Property pursuant to this Agreement. All insurance policies
shall be written with insurance companies licensed or authorized to do business in the State of
Illinois and having a rate of not less than A- or better as published within the prior twelve
months, or if none, the most recent edition of Best's Key Rating Guide. All general liability
policies of insurance required herein shall name the City as an additional insured. Licensee
expressly agrees to waive its rights, benefits and entitlements under the "Other Insurance" clause
of its commercial general liability insurance policy with respect to the City. In the event Licensee
fails to purchase or procure insurance as required above, the parties expressly agree that Licensee
shall be in default under this Agreement, and that the City may recover all losses, attorney's fees
and costs expended in pursuing a remedy, or reimbursement, at law or in equity, against
Licensee.
10. Liens. Licensee shall pay in full for all repair, maintenance and other work
performed by or on behalf of Licensee pursuant to the terms of this Agreement, and shall not
permit any mechanics' or other liens to attach to or be maintained against the Licensed Property.
11. Environmental. Licensee shall comply with all Environmental Laws (hereinafter
defined) and shall not cause or permit any Hazardous Substances (hereinafter defined) to be
brought, kept or stored on the City Property, and shall not engage in or permit any other person
or entity to engage in any activity, operation or business on City Property that involves the
generation, manufacture, refining, transportation, treatment, storage, handling or disposal of
Hazardous Substances. In the event that any work performed by or on behalf of Licensee on or
to the City Property exposes, uncovers or results in the presence of Hazardous Substances on the
City Property (including presence in soils excavated in conjunction with the License), Licensee,
at its sole cost and expense, shall be responsible for the remediation of such Hazardous
Substances in accordance with Environmental Laws, except to the extent caused by City. As
used in this License Agreement, "Hazardous Substances" means all hazardous or toxic
materials, substances, pollutants, contaminants, or wastes currently identified as a hazardous
substance or waste in the Comprehensive Environmental Response, Compensation and Liability
Act of 1980 ("CERCLA"), as amended, the Superfund Amendments and Reauthorization Act
("SARA"), the Resource Conservation and Recovery Act ("RCRA"), or any other federal, state
or local legislation or ordinances applicable to the Property. As used in this License Agreement,
"Environmental Laws" means all federal, state and local environmental laws, rules, statutes,
directives, binding written interpretations, binding written policies, ordinances and regulations
issued by any governmental authority and in effect on or after the date of this License Agreement
with respect to or that otherwise pertain to or affect the City Property, or any portion of the
Property, the use, ownership, occupancy or operation of the City Property, or any portion of the
Property, or any owner of the City Property, and as same have been amended, modified, or
supplemented from time to time, including but not limited to CERCLA, the Hazardous
Substances Transportation Act (49 U.S.C. § 1802 et seq.), RCRA, the Water Pollution Control
Act (33 U.S.C. § 1251 et seq.), the Safe Drinking Water Act (42 U.S.C. § 300f et seq.), the
Clean Air Act (42 U.S.C. § 7401 et seq.), the Solid Waste Disposal Act (42 U.S.C. § 6901 et
seq.), the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.), the Emergency Planning and
Community Right -to -Know Act of 1986 (42 U.S.C. § 11001 et seq.), the Radon and Indoor Air
Quality Research Act (42 U.S.C. § 7401 note, et seq.), SARA, comparable state and local laws,
and any and all rules and regulations that are effective as of the date of this License Agreement,
or become effective after the date of this License Agreement under any and all of the
aforementioned laws.
12. Default. It shall be considered a "Default" under this License Agreement if
Licensee fails to substantially comply with any provision of this License Agreement and does not
cure such failure within 30 days after notice, except where the default cannot reasonably be
cured in 30 days, in which case if Licensee has begun and continues efforts to remedy the default
as soon as practicable, then such additional time shall be given to remedy the default. In the
event of a Default and the Default has not been cured, the City may terminate this License
Agreement by written notice to Licensee. Such termination right shall be in addition to all rights
and remedies available to the City at law or in equity.
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13. Covenants and Conditions. Licensee covenants, warrants and agrees that with
respect to the activities contemplated under this License Agreement that: (i) no waste or damage
shall be committed upon or to the City Property; (ii) the City Property shall be used for only the
purposes set forth herein; (iv) Licensee shall keep the City Property in a clean and sanitary
condition; and (v) Licensee shall not do or permit to be done anything upon the City Property
that may subject City to any liability for injury or damage to person or property, or result in a
violation of any local, state or federal laws or regulations.
14. Notices. All notices and other communications given pursuant to this Agreement
shall be in writing and shall be deemed properly served if delivered on the first day following
delivery to an overnight courier service, on the third day after deposit in the U.S. Mail as
registered or certified mail, return receipt requested, postage prepaid, and upon confirmation if
delivered via telecopy, as follows:
If to the City: City of Evanston
2100 Ridge Avenue
Evanston, IL 60201
Attention: City Manager
With a copy to: City of Evanston
2100 Ridge Avenue
Evanston, IL 60201
Attention: Corporation Counsel
If to Licensee: Chiaravalle Montessori School
425 Dempster Street
Evanston, IL 60201
Attention: Head of School
With a copy to: Chiaravalle Montessori School
425 Dempster Street
Evanston, IL 60201
Attention: Director
Operations
of Finance and
Or to such other person and addressed as either party hereto may hereafter designate in writing
by notice to the other party given in accordance with this Section.
15. No Property Right. Licensee covenants and agrees that Licensee does not and shall
not claim at any time any interest or estate of any kind or nature whatsoever in the Licensed
Property by virtue of this Agreement or Licensee's occupancy or use thereunder, nor shall
Licensee be entitled to any of the Licensed Property. This instrument is not a lease or an
easement.
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16. Survival of Rights. The termination of this Agreement shall not affect any rights,
claims or cause of action based, in whole or in part, on rights hereunder and/or events occurring
prior to the termination, all of which shall survive the termination.
17. Remedies. In the event of any default under this Agreement, the non -defaulting party
shall be entitled to specifically enforce the provisions of this Agreement and shall be entitled to
all other remedies available at law or in equity. In any action or litigation between the parties
hereto as a result of failure to perform or a default under this Agreement, the prevailing party
shall be entitled to recover reasonable attorneys' fees, court costs, and other costs as may be
awarded by the court.
18. Governing Law.. This Agreement and all rights conferred and obligations imposed
hereunder shall be interpreted and construed in accordance with the laws of the State of Illinois.
In the event of a dispute hereunder, the Parties agree to submit to the exclusive jurisdiction of the
state courts of, and federal courts sitting in, Cook County, Illinois
19. Severability. If any provision of this Agreement shall be determined invalid, illegal
or unenforceable, then the balance of this Agreement shall remain in full force and effect.
20. Binding Agreement; Assignment. The terms of this Agreement shall be binding
upon, and shall inure to the benefit of, the parties hereto and their respective successors and
assigns. Licensee shall not assign its rights hereunder without the prior written consent of the
City.
21. Waiver. Failure by any party hereto to enforce any provision of this Agreement in a
timely manner or otherwise shall not be deemed a waiver of the right to enforce that provision,
and any express waiver by either party of any breach of any provision of this Agreement shall
not be deemed a waiver of any subsequent breach of that provision or any other provision.
22. Counterparts. This Agreement may be executed in two or more counterparts, each
of which shall be deemed an original and all of which together shall constitute one and the same
instrument.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
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IN WITNESS WHEREOF, the City and Licensee have executed this Agreement as of
the last day and year first written below.
THE CITY:
City of Evanston, a home rule unit of local
government located in Cook County, Illinois
By:
Name:
Its:
Date:
, 2014
7
LICENSEE:
Chiaravalle Montessori School, an Illinois not -
for -profit corporation
By:
Name:
Its:
Date:
, 2014
EXHIBIT A
SCHOOL PROPERTY
LOT 2 IN THE CHIARAVALLE SUBDIVISION, BEING A SUBDIVISION OF LOTS 10
THROUGH 15 IN BLOCK 37 OF EVANSTON IN THE SOUTH EAST'/4 OF SECTION
18, TOWNSHIP 41 NORTH, RANGE 14 EAST OF THIRD PRINCIPAL MERIDIAN, IN
COOK COUNTY, ILLINOIS.
COMMONLY KNOWN AS: 425 DEMPSTER STREET, EVANSTON, ILLINOIS
EXHIBIT B
LICENSED PROPERTY
Access Route I:
.. . . ... . .. Access Route
Stabilized construction
entrance C H IAPUAVA LL E
MON.TESSORI
[
CMARAVALLE
(D (D
=0 0(D (D MONTESSOM SCHOOL
Truck wash area"
0
Fell
"9. 1 1
dip
...... . . .................
Logistics Plan F—\
August 2014 through June 2015
(DARCHRECTURAL SIM PLAN
(Construction 4440N)MGN
Mar,
Trailer
I AN
Construction fence
with screening
Existing bushes
ED,
ARCHMCIUMLSM
PLAN
A0100A