2024-05-20 - Ordinance 2024-050 - AUTHORIZING EXECUTION OF A LICENSE AGREEMENT WITH THE BUFFALO GROVE PARK DISTRICT (License Plate Readers) r
ORDINANCE NO.2024-050
AN ORDINANCE AUTHORIZING EXECUTION OF A LICENSE
AGREEMENT WITH THE BUFFALO GROVE PARK DISTRICT
WHEREAS,the Village of Buffalo Grove (`Village") is a home rule unit pursuant
to the Illinois Constitution of1970; and
WHEREAS,the Village sought permission from the Buffalo Grove Park District
to install license plate reader cameras on Buffalo Grove Park District property; and
WHEREAS,the Village and Buffalo Grove Park District have reached
agreement as to the installation of the license plate reader cameras and said
agreement is attached hereto as Exhibit A.
NOW,THEREFORE, BE IT ORDAINED by the President and Board of Trustees of the
Village of Buffalo Grove, Cook and Lake Counties, Illinois, as follows:
SECTION�1. The foregoing recitals are hereby adopted and incorporated a.nd made a
part of this Ordinance as if fully set forth herein.
SECTION 2. The Village Manager is authorized to execute a License Agreement with
the Buffalo Grove Park District as set forth on the attached Exhibit A, subject to the
review and approval of the Village Attorney.
SECTION 3. If any section, paragraph, clause or provision of this Ordinance shall be
held invalid,the invalidity thereof shall not affect any other provision of this
Ordinance.
SECTION 4. This Ordinance shall be in full force and effect from and after its
passage and approval.
AYES: 5-Johnson. Ottenheimer. Stein. Bocek. Weidenfeld
NAYES: 0- None
ABSENT: 1 -Cesario
PASS E D: M ay 20.2024
APPROVED: May 20,2024
PUBLISHED: May21.2024
ATTEST: ti�""'��`"'''�= APPROVED:
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Jan airabi��,,,�idfage�Clerk Eric N. Smith; Ilage President
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LICENSE AGREEMENT
This License Agreement ("Agreement") is bet�veen the Village of Buffalo Grove, an Illinais
municipal corporation ("Licensee"), and Buffalo Grove Park District, an Illinois Park District
("Licensor").
Licensor is the titleholder of t�vo portions of real proper�y located at: (i) 135� Radcliff Road,
Buffalo Grove, Illin�is 60089 (P.I.N. 030830I0040000) ("Iv1i11 Creek Park"}; and, (ii} 9�1 S.
Buffalo Grove Road, BuffaIo Grove, Tllinois 60039 (P.I.N. 03091010290000) ("Cambridge
Park")(collectively,the"Property").
Licensee desires to nse a portion of the Property for the placement of license plate reader cameras
(°`Cameras") as shown in Exhibit B,and Licensor desires to D ant a license to Licensee for that
sole purpose.
In consideration of the foregoing recitals,tlie mutual promises contained in this Agreement, and
other good and valuable consideration, the receipt and sufficiency of �vhich are hereby
acknowledged, the parties agree as follows:
1. Grant and Sc�pe of License. Licensor�ants to Licensee a non-excIusive license to use
a portion of che .Property, depicted on Exhibit A ("Licensed Area"). Licensor hereby allo�s
Licensee access to and from the Licensed Area, will prevent obstruction of and/or interFerence
with that access. Licensor, for one dollar and other good and valuable consideration,cvill permit
Licensee's use of the Licensed Area.
2 Effective D�te. This A�reem�nt will be in effect beginning on the date on which this
Agreement is signed by Licensee ("Effective Date").If a party signs this Agreement but fails to
date its signature, the date that flle other party receives the signing party's signature on this
Agreement will be deemed to be the date tliat the signing party si�ed this Agreement.
3. Term and Termination. This Agreement will remain in effect for an initial term of t�vo
years following the Effective Date and will thereafter continue in full force and effect unless
terminated by either party upon a minimum of 60 days'advance written notice to the other party.
4. Camera installation. Licensee sllall commence installation o£the Cameras facing the
respective roadways identified in E:�hibit A at a date and time mutually agreed upon by the
Parties.
5. R�pair and Niaintenanee. Licensee �vill be responsible for the reasonable costs of
repairing any damage to the Property caused by Licensee's use thereof, ordinary wear and tear •
excluded, incIuding any maintenance or removal costs of the Cameras. Except for maintenance
or reinoval of the Cameras, such costs must be agreed upon by the parties prior to the
commencement oP the repair work.
6. Redesi�nation of I,icensed Aren. Licensor shall provide Licensee with a minimum of 6Q
days' advance written n.otice of any maintenance or repair�vork or other circumstances that will.
obstruct or interfere with Licensee's use of the Licensed Area.In the event of that notice,Licensor
sliall, in cooperation with Licensee, redesignate the Licensed Area ("Redesignated Licensed
4353-6831-7830.v1.2t267.=433=1=t Page 1 of7
Area").
7. Indemnification. Licensor shall indemnify and defend Licensee, and their respective
directors, officers, employees, and agents from and against any and all liability, losses,
damages, claims, suits, payments, settlements,judgments, demands, awards, expenses,
and costs, including attorneys' fees, for personal injury, loss of life,or properry dama�e
resultin;from Licensor's intentional or negligent acts or omissions concerning Property
repair and rnaintenance, including snow removal and deicing. Licensee shall indemnify
and defend Licensor and T.icensor's directors, officers, employees, and agents from and
against any and all liability, Iosses, damages, claims, suits, payments, settlements,
judgments,demands,awards,expenses,and costs,including attorneys'fees,for personal
injury, loss of life,or property damage resulting from Licensee's intentional or negligent
acts or omissions concerning Licensee's use of the Licensed Area,ordinary wear and tear
excluded.
8 Binding Effect. This Aa eement wi11 be binding on the parties and their respective
directors,officers,employees,agents,representatives,successors,and approved assigns.
This paragr�ph, however,will not operate to permit any transfer, assignment,mortgage,
encumbrance, lien, charge, or subletting by Licensee of the Licensed Area, which
Licensee acknowledbes it has no such riglit or power to do so except as pennitted under
paraa apll 19.
9. Compliance �vith Laws. The parties shall comply with all local, state, and federal laws,
statutes,ordinances,rules,and regulations applicable to this Agreement.
10 Headin�s.The lieadings in this Agreement are for reference and convenience only and wi(1
not affect the meaning or interpretation of this Agreement.
11. Waiver.Failure of a party to exercise any ri;ht or pursue any remedy under this Agreement
will not constitute a waiver of tliat right or remedy.
12 Enrire Agreement. This Agreement, including the introductory recitals and any attached
exhibits,which are hereby incorporated into and made a part of this Agreement,constitutes
the entire agreement between the parties and supersedes any prior written or oral ;
understandings, agreements, or representations between the parties that may have related
in any way to the subject matter of this Agreement,and no other written or oral warranties,
inducements, considerations, promises, representations, or interpretations, which are not
expressly addressed.in this Agreement,will be implied or impressed upon this A;reement.
13. onflict. In the event of a conflict or ambiguity between the terms and conditions of this
Agreement and any exhibit to this Agreement,the terms and conditions of this Agreement
will control.
I4 urvival. Any provision of this Agreement that imposes an obligation after expiration or
termination of this A�eement will be deemed to survive expiration or termination of this
Agreement.
1�. Severabilitv. IF any provision of this Ab eement is held invaIid or unenforceable by an
Illinois court of competent jurisdiction, thac provision wiIl be deemed severed from this
Agreement and the remaining provisions of this Agreement will remain in fulI force and
�853-6831-7380.v1.21?67.=�33�t�i Page 2 of 7
effect.
16. Assignment. No party may assign, delegate, or othen�vise transfer all or part of its rights
and obligations under this.Agreement witliout tlie prior written consent of the other party.
17. Amendment. No changes,amendments, or modifications to this Agreement wi11 be valid
unless they are in tivritiiig and signed by the duly authorized signatory of each party.
18. Notice. Any notice under this A�eement must be in writing and must be given in the
followina manner:
(a) by personal delivery(deemecl effective as of the date and time of delivery);
(b) by comnnercial overnight delivery (deemed effective on the next business day
following deposit of the notice with a comrnercial overni�ht delivery company);or
(c) by regisCered or cerCified mail,ret�trn receipt requested,with proper postage prepaid
(deemed effective as of tlie third business day following deposit of the notice in the
U.S. mail).
Business days are defined as Monday through Friday, excluding federal holidays. Business hours
are defined as 8:00 a.m. to 5:00 p.m. Central Time on Monday through Friday, excluding federal
holzdays. The notice must be addressed as follows or addressed to such other address as either
party may specify in writing:
If�o Licensee:
Village o�Buffalo Grove
50 Raupp Bivd.
Buffalo Grove,IT.60089
Attention: VilIage Manager
If to Licensee:
Buffalo Grove Park District
19 Governing La�v, Jurisdiction, and Venue. Tlus Agreement �vill be governed by and
construed in accordance with the laws of the State of Illinois without regard to principles
of conflicts of law, and the parties shall submit to the exclusive jurisdiction and venue of
the state courts of Gook Connty, Illinois for any dispute arising out of or related to this
Agreement,
�. Force iVlajeure.A party will not be held liable to the other party for damages or be deemed
to have brelched this Agreement for failure or delay in performing any obligation under
this A�eement if the failure or delay is caused by or results from causes beyond the
reasonable control of and without the fault or negligence of the affected party, including
war,fire,flood,other acts of God,civil disturbance,a terrorist act,pandemic,epidemic,or
a labor strike or lockout.The affected party shall promptly notify the ufher party of sucli
force majeure circumstances, specifying the cause and the expected duration of the delay,
and sliall promptly undertake all reasonable steps necessary to cure the force majeure
=F353-G831-733U.v1?1267.423� Page 3 of 7
cu•cumstanees. If a condition of force majeure continues for more than 30 consecutive
days, Licensee may innmediately terminate this Agreement for convenience after�vritten
notice to Licensor.Where an event offorce majeure occurs after aparty's failure or delay in
perfonnance, the breaching party will not be released from liability.
21. Counterparts. This Agreement may be executed in.counterparts, each of�,vluch when so
executed and delivered will be deemed to be an original and all of which when takcn
togethez will constitute one and the same agreement.
'�? Electronie Si�natares. This Agreement may be executed using electronic signatures.The
typed name of a signatory to tlus Agreement constitutes tl�at signatory's etect�onic
signature on this Agreement.Electronic signatures will be deemed ori�nai sib atures for
purposes of this Agreement.
2�. Authorization.The signatories to this Agreement represent and warrant that they have full
authority to sign this A�reement on behalf of the party for�vhom they sign.
24. Immunitv Waiver. Nothing contained in this Ab eement s1�a11 constitute a waiver by
either party of any right, privilege or defense available to either party under statutory or
common law, including, but not limited to, the Illinois Local Govemnnental and
Governmental Employees Tort Immunity Act,74�.ILCS 1011-,101 et seq.,as amended.
jR�MAINDER OF PAGE IN�'�NTTONALLY LEFT BL�NI{.
SIGNATURE BLOCK ON FOLLOWI�vG PAGE.]
=1353-G831-7880.v1?.1267.=423� Page 4 of 7
The parties have caused this Agreement to be executed by their respective duly autharized
signatory on the dates below.
LICENSOR• LICENSEE:
�
By: By: —
. J Signature Signat re
PrintName: 5���= �M��'�/ PrintName: pQa£ �• B�i°G`
Title: �1�t=t'� ��S��C�� Title: U�-�AGE MAN.ad.E2
Date: s' �� � �G�'� Date: !v llo f 2azv
43�3-G331-7A80.v1�1267.423� Page 5 of 7
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