HomeMy WebLinkAboutRESOLUTIONS-2011-053-R-11•
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8/31/2011
53-R-11
A RESOLUTION
Authorizing the City Manager to Execute a License Agreement for the
Installation of a Solar Canopy and Electric Vehicle Charging Station
at a City Parking Lot
NOW BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
EVANSTON, COOK COUNTY, ILLINOIS:
SECTION 1: That the City Manager is hereby authorized and directed to
sign the license agreement ("Agreement") between the City and I -GO Car Sharing,
attached hereto as Exhibit A and incorporated herein by reference.
SECTION 2: That the City Manager is hereby authorized and directed to
negotiate any additional conditions of the Agreement as he may determine to be in the
best interests of the City.
SECTION 3: That this Resolution 53-R-11 shall be in full force and effect
from and after its passage and approval in the manner provided by law.
est:
I�dney Greer1w,
City Clerk
Adopted:,4 bbf 12011
ElizXbth B. Tisdahl, Mayor
53-R-11
EXHIBIT A
License Agreement Between the City
and I -GO Car Sharing
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License Agreement
This License Agreement is made and entered as of the ff lay of 2011
by'and between the Alternative Transportation Services for ChicagoIand, an Illinois
not -for -profit corporation d/b/a I -GO Car Sharing ("I -GO") and the City of Evanston
("Licensor"). Each of I -GO and Licensor are referred to individually as "Party" and
collectively as "Parties."
WHEREAS, I -GO provides car sharing services which require dedicated
parking locations for its vehicles and, for its electric and hybrid electric vehicles, in
some cases, the placement of solar canopies and/or electric vehicle charging
stations ("Parking Facility").
WHEREAS Licensor owns the properties commonly known as Parking Lots 3,
4 and 32 within the City of Evanston, and desires to have I -GO locate a solar canopy
and car sharing facility for electric and hybrid vehicles at each such property.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Parties agree as follows:
1. Facility Location. Licensor hereby grants to I -GO the privilege and
license to use a portion of Parking Lots 3, 4 and 32, which Parking Lots are more
• specifically described on Exhibit A (each, a "Property") for the placement of a
Parking Facility. Each such Parking Facility shall consist of a solar canopy, a
charging station, ancillary related equipment and two dedicated parking spaces.
The Parking Facility will be placed at the specific location on each Property as set
forth in Exhibit B, and that specific location at each Property will be a "Licensed
Premises."
2. Term. The Term of this Agreement shall commence on V Qm el-/J`,20��
("Effective Date") and continue for seven (7) years ("Initial Term"), unless otherwise
terminated as provided herein. Licensor may agree to extend the term for
additional one (1) year periods upon receipt of a written request for extension from
I -GO and upon mutual agreement of the parties ("Renewal Term").
3. Solar Canonv Placement. Maintenance and Removal,.
(a) I -GO shall own the solar canopy and related Parking Facility
equipment and shall be responsible for all costs associated with the initial
placement, operation, maintenance and removal of the solar canopy and related
Parking Facility equipment at the end of the Term. At no time shall Licensor have
any ownership or other interest in the solar canopy or other Parking Facility
equipment. During the Term, I -GO shall maintain each Parking Facility in good
_ working order. I -GO agrees to abide by all posted rules and regulations now in
• effect or hereafter implemented (as long as provided to I -GO in writing) pertaining
to use of each Parking Facility or related to the safety, care and cleanliness of such
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Parking Facility. The Parties agree that such rules and regulations shall not
unreasonably restrict or diminish I-GO's rights under this License Agreement. I -GO
shall not use, receive, store or dispose of any product, material or merchandise
which is toxic, explosive, highly flammable or classified by law as hazardous at any
Parking Facility and shall not permit any Parking Facility or Licensed Premises on
which it is located to be used in any manner which would render the insurance risk
on the premises as more hazardous. This section excludes the storage of items in
the cars or charging systems (including but not limited to gas, oil, and battery acid)
which would be expected to be in use for their intended purpose.
(b) Licensor agrees to provide I -GO with reasonable access for it,
and its Parking Facility vendors, to the Licensed Premises to allow the placement of
the solar canopy and the location of the related Parking Facility equipment and
materials necessary to support the placement and operation of the Parking Facility.
I -GO shall reimburse Licensor for any lost time of metered spaces near or adjacent
to the Licensed Premises as a result of I-GO's or its vendors' obstruction of such
spaces during the initial placement, ongoing maintenance or final removal activities.
The Parties agree to cooperate in connection with such access, but any Licensor
approvals in connection with such access will not be unreasonably withheld or
delayed.
(c) I -GO shall have reasonable ingress and egress to each Parking
Facility during the Initial Term and any Renewal Term, including reasonable access •
for its employees and vendors to maintain each Parking Facility and shall have the
authority to order the towing of non -I -GO vehicles improperly parked in the I -GO
designated spaces within any Parking Facility at I-GO's cost.
4. Parking Lot Maintenance/Repairs. In the event of any emergency
repairs or maintenance commissioned by Licensor, I -GO agrees that Licensor, at its
own expense, may tow I -GO vehicles in order to gain access to the I -GO -dedicated
parking space(s) at any Parking Facility. Licensor shall make reasonable efforts to
contact 1-GO prior to moving the car(s) at I-GO's emergency phone number (773-
278-4446). For routine maintenance at any Parking Facility, Licensor shall provide
twenty-four (24) hours advance notice to I -GO at the same phone number. I -GO
understands that Licensor must clear its parking lots of accumulated snow and that
prior notice of such may not always be feasible. Licensor shall provide fifteen (15)
days prior notice to I -GO of the dates and anticipated duration of any planned
repairs and/or maintenance (such as such as striping and resurfacing) affecting any
Parking Facility. I -GO acknowledges and agrees that [-GO may need to make other
parking arrangements during the course of such planned repairs/maintenance. If I -
GO fails to relocate the I -GO vehicles after notice has been provided, Licensor may
tow (at I-GO's expense) such I -GO vehicles. In the event any repairs/maintenance
conducted by Licensor materially damages I -GO signage or other I -GO equipment,
reasonable costs to repair shalt be the responsibility of Licensor.
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5. SigLiage. I -GO shall have the right to place signage (pole, wall and/or pavement) at
each Parking Facility at 1-GO's expense. All signage and placement thereof shall be reviewed in
advance with Licensor. Licensor acknowledges and agrees that such signage is an important
component of I-GO's marketing of its car sharing services, and agrees that its review will not be
unreasonably withheld or delayed. I -GO shall work with any local governing authorities to
obtain permits for such signage and shall conform to applicable zoning or other governmental
restrictions on such signage, including Licensor's sign regulations (as set forth in Title 4, Chapter
12 of the Evanston City Code of 1979, as amended). I -GO shall coordinate with (and seek
approval from) Licensor regarding the color scheme for the canopy and Parking Facility
equipment at Lot 3, to ensure that the Parking Facility components are reasonably
complementary to nearby landmark properties, (but such consent will not be unreasonably
withheld or delayed). Signage will reinforce the terms of this License Agreement by specifying
that only I-GO's vehicles may be parked in the I -GO only designated spaces. Licensor shall not be
responsible for towing of improperly parked cars or any charges or claims related thereto. Upon
termination of this License Agreement for any reason, I -GO shall remove all signage and shall
return the parking spaces to their previous condition, normal wear and tear excepted.
6. Use of Parkins Svaces. In exchange for the rights granted under this Agreement, for
the entire Term of this Agreement, I -GO agrees to purchase a 24 hour parking permit for each of
the two (2) spaces in each Parking Facility that are dedicated to [-GO's exclusive use. Such
permits may be purchased quarterly or annually, at I-GO's election, at the then current 24 hour
parking permit rate. Licensor may continue to offer parking at the other two parking spaces at
each Parking Facility to the public in accordance with its existing parking regulations.
• 7. Canonv Events. I -GO shall be allowed to hold publicity -related events at each
Parking Facility once annually; provided, however, that I -GO shall provide Licensor no less than
thirty (30) days advance notice of such events and work with Licensor as to the timing and
duration of such events.
8. Taxes. I -GO shall be responsible for all taxes with respect to the solar canopy, the 1-
GO vehicles and its other Parking Facility equipment, including but not limited to personal
property taxes and any assessments levied against any of the Parking Facility equipment,
including the solar canopy and the vehicles.
9. Termination.
(a) In the event of a material breach of the terms and conditions hereunder by
either Party, the non -breaching Party shall give the breaching Party notice of its intent to
terminate this Agreement should such breach remain uncured for a period of thirty (30) days.
"Material breach" includes, but is not limited to: (i) failure by I -GO to properly maintain the
Parking Facilities in reasonably good condition; and (ii) failure by I -GO to maintain insurance as
set forth herein.
(b) Notwithstanding anything to the contrary contained herein, this Agreement
may be terminated by either Party if the other Party: (1) becomes insolvent or unable to pay its
• debts as they mature within the meaning of the United
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States Bankruptcy Code or any successor statute; (ii) makes an assignment for the
benefit of its creditors; (iii) files or has filed against it, voluntarily or involuntarily, a
petition under the United States Bankruptcy Code or any successor statute unless
such petition is stayed or discharged within ninety (90) days; or (iv) has a receiver
appointed with respect to all or substantially all of its assets.
(c) In the event Licensor elects to sell or transfer the Property, or
if the Property otherwise will cease to be operated by Licensor, Licensor shall give I -
GO no less than one hundred eighty (180) days advance notice. At I-GO's request,
Licensor shall use its best efforts to ensure that the buyer or transferee accepts an
assignment of this License Agreement. In the event of a sale or transfer triggering a
termination of this Agreement, I -GO shall have no less than sixty (60) days in which
to remove its Parking Facility.
(d) Upon termination of this License Agreement for any reason, I -
GO shall remove its equipment and personal property (including, without limitation,
its solar canopy and all other equipment comprising the Parking Facility) and shall
return the parking spaces to their previous condition, normal wear and tear
excepted.
10. Representations.
(a) Each of the Parties represents and warrants that it is duly •
registered and validly existing under the laws of the jurisdiction of its formation and
has the requisite power and authority to execute, deliver and perform its respective
obligations under this License Agreement.
(b) As of the Effective Date, there is no material litigation,
administrative proceeding or arbitration presently pending or, to the knowledge of
either Party, threatened against such Party which, if adversely determined, could
have a material adverse effect on the ability of such Party to perform its obligations
under this License Agreement.
11. General Terms.
(a) Arbitration. Upon the mutual agreement of the Parties, any
controversy, claim or dispute of whatever nature arising between the Parties arising
out of or relating to this Agreement or the breach, termination, enforceability, scope
or validity thereof, may be resolved by mediation or, failing mediation, by
arbitration. Any arbitration hereunder shall be undertaken pursuant to the Federal
Arbitration Act, and the decision of the arbitrator shall be enforceable in any court
of competent jurisdiction. In the event there is no such mutual agreement, other
than cure, the default remedy of either Party in the event of a material breach of any
term of this Agreement by the other Party is to institute legal action.
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(b) Assignment. Licensor will have the unrestricted right to assign
its rights and obligations under this License Agreement to any entity as long as such
assignment does not result in a requirement that I -GO exit or relocate any Parking
Facility in a manner or under terms inconsistent with this License Agreement.
(c) Confidentiality. The Parties agree that in the course of dealing
between the Parties, each Party may acquire Confidential Information. Each Party
will take all commercially reasonable affirmative steps to prevent disclosure of the
other Party's Confidential Information and maintain all Confidential Information,
whether obtained either directly or incidentally and regardless of its form,
confidential and safe from accidental or purposeful disclosure to any third Party.
Each Party will disclose the other Party's Confidential Information only to those of
its employees, agents, attorneys, consultants, and contractors ("Agents") who have a
need to receive the Confidential Information to further the purposes of this
Agreement. Notwithstanding the foregoing, the Party disclosing Confidential
Information to its Agents shall be responsible and liable for any unauthorized
disclosure by its Agents. Each Party shall make all reasonable efforts (including the
design and implementation or use of an existing procedure for handling Confidential
Information) to safeguard the other Party's Confidential Information from
disclosure to unauthorized individuals and for as long as the information disclosed
remains Confidential Information. For the purpose of this Contract, "Confidential
Information" shall mean the terms and provisions of the Agreement and all
• information received by either Party or either Party's Agent (i) that is not generally
known in the industry in which the other Party is or may become engaged, or (ii)
which is marked "confidential" and/or "proprietary" about the other Party's
processes, services and products, including, without limitation, information relating
to research, development, inventions, manufacturing process, accounting,
engineering, marketing, merchandising and selling, as well as customers and
potential customers. The restrictions herein shall not apply with respect to
Confidential Information which (i) is already available to the public; (ii) becomes
available to the public through no fault of the receiving Party, its employees or
associates; (iii) is already known to the receiving Party as shown by written records
in the receiving Party's possession at the time that the Confidential Information was
received, provided that the source of such information was not bound by a
confidentiality agreement with another Party; or (iv) the receiving Party is required
to disclose by a governmental or judicial entity or act, including but not limited to
the Illinois Freedom of Information Act (5 ILCS 140/1 et segJ, provided that the
receiving Party notifies the disclosing Party of the pending disclosure prior to such
disclosure. This section shall survive the termination of this Agreement for a period
of two (2) years.
(d) Force Maieure. Neither Party shall be deemed to be in default
of its obligations hereunder (other than the obligation to make payments) to the
extent any delay in its performance is caused by or is the result of factors beyond its
. reasonable control, including, without limitation, fire, explosion, accident, riot, flood,
drought, storm, earthquake, lightning, frost, civil commotion, sabotage, vandalism,
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smoke, hail, embargo, act of God or of a public enemy, other casualty, strike or
lockout, (collectively, an event of "Force Majeure"). Without limiting any rights a
Parry may otherwise have hereunder to terminate this Agreement, if either Party is
unable to perform its obligations under this Agreement for at least thirty (30)
consecutive days due to an event of Force Majeure, either Party may terminate this
Agreement by delivery of a written notice to such affect to the other Party. In the
event of any such termination of obligations hereunder due to an event of Force
Majeure, neither Party shall be liable for any damages to the other Party resulting
solely from such termination.
(e) Indemnity. I -GO shall hold Licensor, its officials (whether
appointed or elected and whether or not serving at the time of commencement of
this Agreement), it officers, employees, volunteers and agents, harmless from and
against any and all injury, death, loss, damage, claims, actions, suits, liabilities and
expenses (including without limitation reasonable costs and expenses for
investigation and litigation, whether in law or equity, and reasonable attorneys'
fees) ("Claims") in any way arising from or connected with I-GO's breach of this
Agreement or I-GO's use of the Licensed Premises. To the extent prohibited by
applicable law, no person or entity indemnified hereunder shall be indemnified for
claims to the extent arising from such person's or entity's own negligence, and the
provisions hereof shall not be construed to require I -GO to indemnify any person or
entity otherwise covered by this Section 11(e) to the extent of such person or
entity's own negligence or to require any indemnification that would make any of •
the provisions in this Section 11(e) void or unenforceable. Notwithstanding the
foregoing, I-GO's liability to Licensor shall be limited to direct actual damages only,
and all other remedies or damages at law and equity, including consequential
damages, punitive or other exemplary damages, are waived unless asserted against
Licensor by an unrelated third party.
(f) Independent Contractor. I -GO shall be deemed to be an
independent contractor and neither Parry shall be deemed a partner or joint -
venturer of the other.
(g) Insurance. I -GO shall maintain at all times, at its sole cost and
expense, at least the following insurance covering its obligations under this
Agreement: (a) Commercial General Liability including but not limited to injury to a
person, damage to property, contractual liability coverage, personal injury liability
coverage and products liability coverage in an amount of not less than Two Million
Dollars ($2,000,000) for each occurrence; and (b) Automobile Liability for owned,
hired and non -owned vehicles in an amount of not less than Two Million Dollars
($2,000,000) for each accident. All policies maintained by ]-GO hereunder shall list
Licensor as additional an insured. I -GO shall not substantially modify or cancel such
policy(ies) without at least thirty (30) days notice to Licensor.
(h) Notices. Any notices or other communications required to be •
given by the Parties hereunder shall be deemed given four (4) days after deposit in
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the U.S. Mail (certified mail/return receipt requested) or one (1) day after deposit
with an overnight delivery service or upon receipt of personally delivered and shall
be sent to the following addresses:
LICENSOR: City Manager
City of Evanston
2100 Ridge Avenue
Evanston, IL 60201
With a copy to: Corporation Counsel
City of Evanston
2100 Ridge Avenue
Evanston, IL 60201
I -GO: Alternative Transportation Services for
Chicagoland d/b/a I -GO Car Sharing
2125 W North Avenue
Chicago, IL 60647
Attn: Marketing
(i) No Relief for Breach. The expiration or termination of this
Agreement shall not relieve either Parry of any liability for a breach of its obligations
• under this Agreement for any misrepresentation or failure to comply with any
agreement or covenant therein. Any such expiration or termination shall not be
deemed to be a waiver of any available remedy for any such breach,
misrepresentation or failure to comply with any agreement or covenant.
0) Governina Law. This License Agreement is made under and
shall be governed by and construed in accordance with the substantive laws of the
State of Illinois.
(k) Entire Agreement. This Agreement sets forth all of the
promises, inducements, agreements, conditions and understandings between
Licensor and I -GO relevant to the subject matter of this Agreement, and there are no
promises, agreements, conditions or understandings, written or oral, express or
implied, between them other that as herein set forth.
0) Amendments. This Agreement may be amended from time to
time with the mutual written consent of the Parties.
(m) Survival of Terms, Binding on Successors. The covenants,
terms, conditions, representations, warranties, agreements and undertakings set
forth in this Agreement (and specifically including those provisions that, by their
terms, survive the termination of this Agreement) shall be binding upon and inure
• to the benefit of the Parties hereto and their respective legal successors and
permitted assigns and the covenants, provisions and agreements herein contained
(a) shall run with the Licensed Premises during the Term and shall
expire twelve (12) months after termination of this Agreement.
(b) Severability. If any provision, condition, covenant or other
clause, sentence or phrase of this Agreement is held invalid by a court of competent
jurisdiction, such provision shall be deemed to be excised and the invalidity thereof
shall not affect any other provision, condition, covenant, or other clause; sentence or
phrase. Notwithstanding the foregoing, if any such invalid provision goes to the
essence of this Agreement such that the purposes of this Agreement cannot be
fulfilled, then this Agreement shall terminate as of the date of such judgment.
IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be
executed by its duly authorized representative.
LICENSOR
[-GO CAR SHARING
By: (Allkt
By:
Name: j)ALL`/ Name:
Title: (-'I" iM Ov3 41,91t—
Approved as to forme
ay. Asa-djft�
W. Orent Farrar
Corporation Counsel
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Title: %-�
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C,
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Exhibit A
Properties
1. Lot 3,1702 Chicago Avenue, Evanston, IL 60201
2. Lot 4, 2122 Central Street, Evanston, IL 60201
3. Lot 32, 825 Hinman Avenue, Evanston, IL 60202
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Exhibit B
Parking Facility Locations
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0 Alo
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Lot 4, 2122 Central Street, Evanston, IL 60201
Location of proposed Solar Canopy in red
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I-GO/Evanston
10/24/11
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Lot 32,825 Hinman Avenue, Evanston, IL 60202
Location of proposed Solar Canopy in yellow
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I-GO/Evanston
10/24/11