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HomeMy WebLinkAboutRESOLUTIONS-1991-030-R-91i 30-R-91 A RESOLUTION Authorizing the City Manager to Enter Into a License Agreement for the Public Library Design Competition i BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF EVANSTON, COOK COUNTY, ILLINOIS: Section 1: That the City Manager of the City of Evanston is hereby authorized and cirected to sign on behalf of the City of Evanston a Shopping Center Space License Agreement between the City of Evanston and Joseph J. Freed and Associates Incorporated. A copy of this I agreement marked as Exhibit A is attached hereto and i incorporated herein by reference. Section 2: This Resolution shall be in full force fnd effect from and after the date of its it passage and approval in the manner provided by law. ATTEST: � City Clerk Adopted: �d�j� , 19 91 n U Mayor pro tem 11AR-•13-1991 17:50 FROM JOSEPH FREED & ASSOC TO 93280267 P.02 SWOPPING CENTER SPACE LICENSE AGREEMENT This SHOPPING CENTER SPACE LICENSE AGREEMENT ("Agreement") made as of this day of , 1991 between JOSEPH J. FREED AND ASSOCIATES, INC. as managing agent for LaSalle National Trust, N.A., as successor Trustee to LaSalle National Bank, not personally but as 'Trustee under Trust Agreement • dated February 20, 1984 known as Trust No. 107664 ("Owner"), and CITY OF E'VANSTON ("Licensee"), having an address at 2100 Ridge Avenue, Evanston, Illinois 60201-2796. A. j3ASIC TERMS. The following terms shall have the following meanings throughout this Agreement. 1. Property Name: Main Street Commons (the "Shopping Center") 2. P,�r .pgri : 2402.2450 Main Street, Evanston, Illinois. 3. Spgcv The space at the Property known as Space 2418-2426 Main Street, Evanston, Illinois. 4. I ram,: Commencing on April 4, 1991 and expiring April 12, 1991. 5. ,.,,fig: None. 6. J)enosit: None. for a 7. TDC of Activity and Purnose: The display of designs / new City library to be submitted by architectural/engineering 'Li:.•cis. • B. LI__CENSE. Owner hereby licenses -'o licensee use of the Space for the Term set forth above, unless terminated soon ject to the terms and conditions hereof. C. TERMS An f,"ONDITIONS. In consideration of the license granted to Licensee herein, Licensee agrees to the following: 1. Purnose. Laws, Compliance with Laws. etc. Licensee shall use the Space only for the purpose set forth above and for no other purpose and shall comply with all governmental laws, rules, regulations and orders. Licensee has inspected the Space and agrees to accept possession of the Space "as -is, where -is" and agrees that Owner shall not perform any work or repair of any kind in the Space. Licensee shall not perform any work of any kind in the Space without the prior written consent of Owner. 2. Repairs, etc. by Owner. Owner shall not be responsible for making any repairs, alterations or replacements in or to the Space or any part thereof or in or to any building or other improvements adjacent thereto or elsewhere in the Property. 3. Insurance. If Licensee does not self -insure at least.the first $2,000,000.00 of any liability claim, Licensee shall maintain in full force and effect during the • Term comprehensive (or commercial) general liability insurance with respect to injury, death or property damage or loss occurring at the Space or arising out of Licensee's use of the Space or otherwise arising out of any act or occurrence at the Space. Said insurance shall be in an amount of at least $1,000,000.00 combined single limit, per occurrence. Licensee shall also maintain in full force and effect during the Terri: an "Umbrella" excess Iiability policy in an amount not less than $1,000,000.00 and workers compensation insurance in an amount sufficient to satisfy State of Illinois statutory requirements. If liquor will be served or sold, Licensee shall also provide insurance as Owner may require. All policies shall name Owner, and its partners, beneficiaries, trustees, officers, directors, agents and employees, and such other parties as Owner may designate as additional insureds and provide for 15 days' written notice to Owner prior to the cancellation, termination or modification of said policies. At least one (1) week prior to the first (1st) day of the Term, Licensee shall furnish a certificate of insurance evidencing that such insurance is in effect. Licensee hereby waives all subrogation rights of its insurance carriers in favor of Owner and its partners, beneficiaries, trustees, officers, employees and agents. If Licensee shall self -insure at least the first $2,000,000.00 of any liability claim, Licensee shall have its counsel advise Owner in writing of the basic provisions of its self-insurance program at least one week prior to taking • possession of the Space. 4. fiver of Claim.Und IndemnitI. To the extent not prohibited by law, Licensee shall indemnify, defend and save harmless LaSalle National Trust, N.A.., as Trustee under Trust No. 107664, Owner and their respective beneficiaries, partners of beneficiaries, trustees, officers, employees and agents, from and against any and all liability, claims, damages, costs and expenses, including without limitation, attorneys' fees, alleged to or arising out of, in connection with, related to or resulting from the Space, Licensee's use and occupancy of the Space, any occurrence in or upon the Space, or occasioned by any failure of Licensee to perform or comply with any of the terms of this Agreement. To the extent not prohibited by law, Licensee waives all, claims against LaSalle National Trust, N.A., as Trustee under Trust No. 107664, Owner, and their respective beneficiaries, partners of beneficiaries, trustees, officers, employees and agents for injury to persons, damage to property or to any other interests of Licensee sustained by Licensee or any person claiming through Licensee resulting from any occurrence in or upon the Space or the property. Without limitation, all of Licensee's personal property which may at any time be at the Space shall be at Licensee's sole risk. S. Costs of Litigation. If Owner or its agents shall without fault on their part be made a party to any litigation arising out of any act or omission of Licensee, Licensee shall pay all costs and expenses, including attorneys' fees, incurred by said parties on account of said litigation. In the event of any litigation between the parties respecting this Agreement, the prevailing party shall be entitled to recover from the unsuccessful party its reasonable attorneys' ,fees and costs as part of the judgment. 6. Early Termination. Owner may terminate the license granted herein upon a violation by Licensee of any provision hereof. Upon such termination, Owner has the immediate right, after notice to Licensee, to re-entry and may remove all persons and property from the Space. Such property may be removed and stored to a public warehouse or elsewhere at the cost of and on account of Licensee, all without service or notice or resort to legal process and without being deemed guilty of trespass or becoming liable for any loss or damage which may be occasioned thereby. 7. Removal of roperty: Holding Over. By the end of the Terra of this license, Licensee shall have removed all of its property, and property of others, if any, which may have been placed in the Space during the time Licensee had possession thereof, from the Space and shall leave the Space in a "broom clean" condition and in at least as good condition as when licensee took possession of the Space. For each day or part of a day after the end of the five day cure period hereinafter set forth that Licensee shall have failed to do the foregoing, and only after Owner has given notice to Licensee of such failure and Licensee has failed to correct the failure of which it was given notice within five days after notice from Owner, Licensee shall pay Owner One Hundred And No/100 Dollars ($100.00). Payment of said sums shall not prejudice any other rights available to Owner in respect to the holding over by Licensee. If Licensee fails to remove its property and property of others, if any, by the end of the Term, Owner may dispose of said property in such Iawful manner as it shall determine. -2- MAR-13-1991 17:52 FROM JOSEPH FREED & ASSOC TO 93200267 P.04 8. Ass went. This Agreement is personal to Licensee. Licensee shall not assign, sublicense or in any other manner transfer or encumber this Agreement or Licensee's rights hereunder, by operation of law or otherwise. 4. Yns eR etion. Owner reserves the right to inspect the Space at any time, and to enter the same for any other reasonable cause, including without limitation, the making of repairs or alterations to the building. 10. -Rules. Licensee shall comply with all rules and regulations promulgated from time to time by Owner with respect to the Property. Licensee shall arrange for the regular pickup of all trash and garbage at its expense. 11, 0 'ty Enenses, Licensee shall pay all charges for heat and electric utilities used during the time Licensee has possession of the Space. Licensee shall keep the heat no higher than 50 degrees between 7 P.M. and 7 A.M. each day, and shall turn off all lights in the Space after 7 P.M. each day. Owner shall not be liable for any interruptions in utility services. Licensee shall be responsible for installation and maintenance of fire extinguishers or such similar equipment as may be required or recommended by local building ordinances, fire codes, and/or any other local, state or federal authority having jurisdiction in the matter. No telephone service shall be supplied to the Space by Owner. Licensee shall be responsible for the reasonable and proper operation of the heating, cooling and other mechanical and electrical systems and equipment serving the Space and shall not permit waste. 12. Locks�C..ondit;on of Premises. Upon receipt of possession, Licensee may, after obtaining Owner's approval of the type and specifications, install new locks for the Space, at Licensee's sole cost and expense, but upon installation, Licensee shall provide Owner with a key. Licensee shall, if requested by Owner, reinstall Owner's locks upon expiration of the Term and shall leave the Space in a "broom clean" condition and fully reimburse Owner for (or if requested by Owner, repair) • any damage to the Space, if any. 13. Notices from One Party to the Other, Any notice or demand from either party hereto to the other shall be mailed by registered or certified mail, addressed to the applicable address set forth by the signature of the parties hereto. The customary receipt shall be conclusive evidence pf suoh cervico. Notieos shall be effective on the date of mailing thereof. 14, r age, Licensee shall be permitted to display temporary interior signage at the Space, provided such signage is in compliance with all ordinances, and rules of the City of Evanston. 15, Owner's RighLto Cure Defaml_ts, Owner may, but shall not be obligated to, cure at any time, with notice, any default by Licensee under this Agreement at Licensee's expense, and any reasonable sums so expended by Owner shall be paid to niimnr tirtntn dmmnvid 16. Alteratigns Prohibited. Licensee agrees not to make any changes, alterations in or additions to the Space, nor permit the making of holes in the walls, partitions, ceilings, or floors, nor permit the painting or placing of any exterior signs, placards or other advertising media, awnings, aerials, antennas, or the like in or upon the Space or on the Property, without on each occasion obtaining the prior written consent of Owner. • 17. Qwner-LicenseLRelationship. Nothing contained herein shall be deemed or construed by the parties hereto, or by any third party, as creating the relationship of principal and agent; or, landlord and tenant; or, partnership and partner; or joint venture between the parties. It being understood and agreed that nothing contained herein, nor any acts of the parties hereto, shall be deemed to create any relationship between the parties hereto other than the relationship of licensor and licensee. -3- MAR-13-1991 17:53 FROM JOSEPH FREED & ASSOC TO 93280267 P.05 18. Fir , Explosion Qr Ot er CasUalU. In the event the Space is damaged by fire, explosion or any other casualty, the license granted in this Agreement shall automatically terminate and Licensee shall immediately vacate the Space and remove all property of Licensee and others, if any, therefrom. Owner shall not have any responsibility or liability for any of Licensee's fixtures, furniture, furnishings, equipment or any other item in the Space. To the extent Owner is • not reimbursed by the fire insurance company insuring the Space, Licensee shall pay to Owner on demand the cost of repair, including replacement as may be necessary, of any damage to the Space by fire, explosion or other casualty if such damage was caused by an act or omission of Licensee, its officers, agents or employees, or any contractor, subcontractor, vendor, workman or materialman of Licensee, or if arising out of, in connection with, related to or resulting from Licensee's use and occupancy of the Space or occasioned by any failure of Licensee to perform or comply with any of the terms of this Agreement. 19. AD121i le Law and Constrqtion. The laws of the State of Illinois shall govern the validity, performance and enforcement of this Agreement. The invalidity or unenforeeability of any provisions of this Agreement shall not affect or impair any other provision. The headings of the several articles and sections contained herein, are for convenience only and do not define, limit or construe the contents of such articles or sections. 20. Addit onal Negative Coven . Licensee covenants at all times during the Term and such further time as Licensee occupies the Space or any part thereof: A. Not to injure, overload, deface, damage or otherwise harm the Space; nor use the Space for any extra -hazardous purpose or in any manner that will suspend, void, violate or make inoperative any policy of insurance carried on any improvement within the Shopping Center or in any manner which will increase the cost of any of Owner's insurance; nor sell, display, distribute or give away any alcoholic liquors or beverages; nor sell, distribute or give away any product which tends to create a nuisance in the common areas of the Shopping Center; nor make any use of the Space which is improper, offensive or contrary to any law or ordinance or any regulation of any governmental authority; nor use any advertising medium such as hand bills, flashing lights, searchlights, loud speakers, phonographs, sound amplifiers or radio or television receiving equipment in a manner to be seen or heard outside the Space; nor load, unload or park any truck or other delivery vehicle in any area of the Shopping Center other than the area or areas designated therefor by Owner; nor use any sidewalks, walkways or common area in the Shopping Center for the storage or disposal of trash or refuse or the keeping or displaying of any merchandise or other object; nor place any fence, structure, barricade, building, improvement, division rail or obstruction of any type or kind on any part of the common areas; nor shall Licensee display, paint or cause to be displayed, painted or placed, any handbills, bumper stickers, or other advertising devices on any vehicle parked in the parking area of the Shopping Center, whether belonging to Licensee, or to Licensee's agent, or to any other person; nor shall Licensee use or permit the use of any portion of the Space as or for any purpose whatsoever except the purpose permitted in the first paragraph A. of this Agreement. B. Not to suffer any mechanic's lien to be filed against the • Space or the Shopping Center or any interest therein by reason of any work, labor, services or materials performed at or furnished to the Space, to Licensee, or to anyone holding the Space through or under the Licensee. If any such mechanic's lien shall at any time be filed, Licensee shall forthwith cause the same to be discharged of record by. payment, bond, order of.a court of competent jurisdiction or otherwise, but Licensee shall have the right to contest any and all such liens, provided security satisfactory to Owner is deposited with Owner. If Licensee shall fail to contest the same with due diligence (having secured Owner as herein .4- i' iHK-1.:)- i'-IJ i i' i • �>a r t<U'' 1 ,i U',;,LiH r KLLu a "JJUu i u J JGV�GU I I • V-� • 0 provided) or shall fall to cause such lien to be discharged within thirty (30) days after being notified of the filing thereof and in any case, before judgment sale thereunder, then, in addition to any other right or remedy of Owner, Owner may, but shall not be obligated to, discharge the same by paying the amount claimed to be due or by bonding or other proceeding deemed appropriate by Owner, and the amount so paid by Owner anal/or all costs and expenses, including reasonable attorney's fees, incurred by Owner in procuring the discharge of such lien, shall be due and payable by Licensee to Owner upon demand. 21. Exculnalory Clause. Any liability of Owner arising out of or in connection with this License Agreement shall be limited and subject to Owner's interest, if any, in the Property and no other assets of Owner shall be subject to or available for satisfaction of any such liability, and further, notwithstanding anything contained herein to the contrary, neither the employees, directors, officers, principals, shareholders or agents of Owner, or of LaSalle National Trust, N.A., as Trustee under Trust No. 107664 or its beneficiaries and partners thereof, or any party having an interest in Owner or LaSalle Trust No. 107664 shall have any personal liability arising out of or in connection with this License Agreement. IN WITNESS WHEREOF, the parties have executed this incense Agreement as of the day and year first above written. • OWNER: JOSEPH J. FREED AND ASSOCIATES, INC., managing agent By: Name: Title: 1000 Capitol Drive Wheeling, Illinois 60090 LICENSEE: CITY OF E`V'ANSTON By: -�v�-- Name: U A Mi A 4,e-1f) b Title: Ac�t7 N) 2100 Ridge Avenue Evanston, Illinois 60201-2796 -S-