2025-01-06 - Resolution 2025-08 - AUTHORIZING THE VILLAGE MANAGER TO EXECUTE A USE AGREEMENT AND LICENSE WITH APTAKISIC-TRIPP SCHOOL DISTRICT 102 1
�� �,,_ RESOLUTION 2025-08
BUFFALSJ A RESOLUTION AUTHORIZING THE VILLAGE
MANAGER TO EXECUTE A USE AGREEMENT
G�V� AND LICENSE WITH APTAKISIC-TRIPP
SCHOOL DISTRICT 102
WHEREAS the Village of Buffalo Grove is a home rule unit pursuant to the
Illinois Constitution of1970; and
WHEREAS Village is the holder of legal title to a certain parcel of land with
improvements including, but not limited to a building and streets, rights of way and
utilities in the Village of Buffalo Grove, Counties of Cook and Lake and State of Illinois
with a building containing approximately 173,533 square feet ("Building") on land
containing approximately 9.5 acres which commonly known as 1650 Leider Lane,
Buffalo Grove, Illinois 60089 ( "Property"); and
WHEREAS Aptakisic-Tripp School District D-102 ("D-102") desires to enter into
a Use Agreement and License ("Agreement") with the Village to allow D-102 to
occupy and operate a storage and operations space located in the Building; and
WHEREAS for good and valuable consideration, the Village has agreed to
allow D-102 to occupy and operate a storage and operations space, pursuant to the
terms and conditions of the Agreement attached as Exhibit A.
NOW THEREFORE BE IT RESOLVED 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 and made a
part of this Resolution as if fully set forth herein.
SECTION 2. The Village Manager is hereby authorized and directed to execute the
attached Agreement pending final review and approval by the Village Attorney.
SECTION 3. This Resolution shall be in full force and effect from and after its passage
and approval.
AYES: 5-Johnson, Cesario, Stein. Bocek, Weidenfeld
NAYES: 0- None
ABSENT: 1 -Ottenheimer
PASSED: January 6. 2025
APPROVED: January 6, 2025
Page 1 of 3
smart.with heart.
50 Raupp Blvd, Buffalo Grove, IL 60089 � 847-459-2500/ vbg.org
ATTEST: APPR ED:
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Janet . Sirabian, Village Clerk Eric N. Smit , illage President
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smart.with heart.
SO Raupp Blvd, Buffalo Grove, IL 60089 � 847-459-2500/ vbg.org
Exhibit A
Use Agreement and License
Page 3 of 3
smart.with heart.
50 Raupp Blvd, Buffalo Grove, IL 60089 � 847-459-2500/ vbg.org
USE AGREEMENT AND LICENSE
THIS USE AGREEMENT AND LICENSE (the "AgreemenY') is made as of this 15�' day of
Januarv, 2025, by and between THE VILLAGE OF BiJFFALO GROVE, ILLINOIS, an Illinois
municipal corporation (hereinafter referred to as "Village" or "Licensor") and APTAKISIC-TRIPP
SCHOOL DISTRICT 102, an Illinois School District (hereinafter refened to as the "D-102" or
"Licensee")(Village,Licensor and D-102,Licensee shall each sometimes hereinafter be individually referred
to as"Party"or,collectively,"Parties")
WITNESSETH:
WHEREAS, Village is the holder of legal title to a certain parcel of land with improvements
including, but not limited to a building and streets, rights of way and utilities in the Village of Buffalo
Grove, Counties of Cook and Lake and State of Illinois with a building containing approximately 173,533
square feet("Building")on land containing approximately 9.5 acres which is legally described on E�chibit
A attached hereto and made a part hereof and commonly known as 1650 Leider Lane, Buffalo Grove,
Illinois 60089(hereinafter referred to as the"Property"); and
WHEREAS,D-102 is a school district which desires to enter into an agreement to allow D-102 to
occupy and operate a storage and operations space located in the Village of Buffalo Grove,County of Lake
and State of Illinois; and
WHEREAS,for good and valuable consideration,the Village has agreed to allow D-102 to occupy
and operate a storage and operations space, more specifically defined in Section 3, hereunder, located in
the northeast corner of the Building("Premises") pursuant to this Agreement on the terms and conditions
hereinafter set forth below.
NOW,THEREFORE, for good and valuable consideration,the receipt and sufficiency of which
are hereby acknowledged, the Parties hereby covenant and agree that the Village and D-102 shall be and
hereby are subject to the terms, covenants, easements, restrictions and conditions hereinafter set forth in
this Agreement, so that the Premises shall be occupied, maintained and kept and used in full compliance
with and subject to this Agreement and,in connection therewith,the Parties hereto,on behalf of themselves
and their respective successors and assigns, occupants, and the respective employees, agents, contractors,
customers, invitees and licensees of the Parties,covenant and agree as follows:
Village hereby grants to D-102, and D-102 accepts, a revocable license to occupy and use the
Premises designated on the plan attached hereto as E�chibit"A",comprised of approximately 10,000 square
feet of the Building for the term (the "Term") of five (5)years commencing on the fifteenth (15�'1 day of
Januarv, 2025 ("Commencement Date") and terminating on the fifteenth (15thZday of Januarv, 2030
("Expiration Date"),both dates inclusive,unless sooner terminated as provided herein.
1. BASE LICENSEE FEE. D-102 shall pay to Village at the office of Village or at such
other place as Village may designate the monthly License Fee("Licensee Fee")as follows:
PERIOD ANNUAL BASE LICENSEE FEE MONTHLY BASE LICENSEE FEE
Year 1 $95,000.00($9.50 X 10,000 sq. ft.) $7,916,66
Year 2 $96,900.00(2%escalation) $8,075.00
Year 3 $98,838.00(2%escalation) $8,236.50
Year 4 $100,814.76(2%escalation) $8,401.23
Year 5 $102,831.06(2%escalation) $8,569.26
Each monthly License Fee payment shall be made in advance on the first day of each and every
month during the Term,without any set-off or deduction whatsoever, except that D-102 shall pay the first
full month's installment at the time of execution of this Agreement. If the Term commences other than on
the first day of a month or ends other than on the last day of the month, the License Fee for such month
shall be prorated,and the prorated License Fee for the portion of the month in which the Term commences
shall also be paid at the time of execution of this Agreement.
Except as otherwise set forth herein,the Village and D-102 understand,acknowledge and agree the
Monthly Base License Fee to be paid by D-102 to the Village is a gross payment,which includes the entire
D-102's share of any and all operating expenses,Common Area Maintenance charges,insurance charges and
any and all assessments and special assessments applicable to the Premises, the Building containing the
Premises, and D-102's right to occupy the Premises in the Building. In the event any taaLes are assessed
against this Agreement and D-102's payment of the License Fee, such taxes shall be paid by D-102 to the
appropriate governing authority. D-102's Proportionate Share of the common area maintenance fees is
computed at a rate of$0.75 per square foot, which Proportionate Share is included in the Gross Monthly
Base Licensee Fee), provided should D-102's Proportionate Share of annual CAM fees exceed $0.75 per
square foot,the excess Proportionate Share ofannual CAM fees will be calculated and billed to D-102 and
shall be paid by D-102 at a rate of 5.78%of the total CAM fee. The annual License Fee rate is exclusive of
any costs borne by D-102 for consumable commodities such as sign materials, sign facing, salt, welding
supplies, landscape materials, etc., which will be invoiced to D-102 separately on a quarterly basis and to
be paid net thirty(30)days after receipt.
2. ADDITIONAL FEES. (a) All amounts required or provided to be paid by D-102 under this
Agreement in addition to the License Fee shall be deemed additional fees and the failure to pay the same
shall be treated in all events as the failure to pay the License Fee.
(b) As of the Effective Date, the Village and D-102 acknowledge that the Property and the
Premises are exempt from real estate taaLes and assessments, general and special, ordinary and
extraordinary,including assessments for public improvements and betterments,assessed,levied or imposed
with respect to the land and improvements included within the Premises("Real Estate Taa�es"). In the event
the Assessor of Lake County makes a determination that the Premises are not exempt from Real Estate
Taxes,provided the Village owns the Premises,D-102 shall fully cooperate with the Village in challenging
and prosecuting the determination by the Assessor of Lake County that the Premises and Property are
taxable, including,but not limited to execution of any and all relevant documentation. In the event a final
determination is made by the Assessor of Lake County that the Premises are taacable due to D-102's use
and occupancy, D-102 shall pay all Taxes, as hereinafter defined, assessed against the Premises for each
tax year during the Term of this Agreement.The term"Taxes"means the total of all taxes and assessments,
general and special,ordinary and extraordinary,foreseen and unforeseen,including assessments for public
improvements and betterments, assessed, levied or imposed with respect to the land and improvements
included within the Premises, taxes on the License Fee, or on the privilege of licensing the Premises. D-
102 shall annually review the real estate taxes and seek legal advice as to the prospective effectiveness of
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engaging in any tax reduction work, and, if the advice evidences a reasonable possibility that tax reduction
work would be effective and yield a positive result,D-102 shall cooperate with the Village and shall contest
the real estate tax assessment with attorneys of its choice at D-102's cost.If upon the conclusion of any rea(
estate taac assessment contest proceeding, it is determined that D-102's use and occupancy makes the
Premises taxable, D-102 may terminate this Agreement on 180-days' written notice provided D-102 shall
remain obligated to the pay the assessed property taxes as a result of its use and occupancy.
3. USE AND OCCUPANCY. D-102 shall use and occupy the Premises for general storage and
operations purposes, including,but not limited to classroom equipment,desks, chairs, facilities equipment
and parts,rock salt,paper products, custodial supplies,and paint and no other purpose("Permitted Use").
The Permitted Use includes accommodations for up to five (5) permanent D102 employees using the
facility, including on-site parking, provided, however, the Premises shall not be used for any overnight
stays or residential purposes. The Village and D-102 will share the use and maintenance and storage yard,
including shared materials storage, as mutually agreed between the Parties. The Village will also provide
access to locker rooms, showers, restrooms, workshops (wood shop, welding shop, sign shop, etc.) in the
Building. D-102's rights hereunder include non-exclusive access to two(2)overhead dock doors and sub-
grade loading docks which may be used for the parking of D-102's vehicles. The Village shall coordinate
mutually agreeable delivery times between the Village and D-102 at the same dock with D-102 ,due to the
location of the Village's traveling crane.
4. CONDITION OF PREMISES. (A). No Villa eg Work. The D-102's taking possession shall
be conclusive evidence that the Premises and the Building were in good order and satisfactory condition
when the D-102 took possession, and D-102, having examined the Premises, accepts same in "AS-IS"
condition. No promise of the Village to alter, remodel or improve the Premises or the Building and no
representation respecting the condition of the Premises or the Building have been made by the Village to
the D-102.
(B). D-102's Work. D-102 shall, at its sole cost and expense, "build-out" the Premises for its
intended use using a general contractor of its choice ("D-102's Work"). D-102's Work performed by D-
102 shall be made in full accordance with the plans and specifications approved by Village. No building
permits for any D-102's Work shall be applied for until the applications therefore have been submitted to
and approved in writing by the Village. No work shall be commenced in connection with any of D-102's
Work or any subsequent alterations or additions to the Premises desired by D-102 until (i) the plans,
specifications and contract(s)(and building permits therefor)to be entered into by D-102 pertaining to such
alterations or additions have been submitted to and approved in writing by the Village. The approval of the
Village of such plans and specifications shall not constitute the assumption of any liability on the part of
the Village for their accuracy or their conformity with Building Code requirements, and D-102 shall be
solely responsible for such plans. The approval of D-102's plans and specifications shall not constitute a
waiver by the Village of the right to thereafter require D-102 to amend the same to provide for omissions
therein later discovered by the Village; and (ii) D-102 or its contractor shall have deposited with Village
certificates of an insurance policy or policies in an amount satisfactory to Village and issued by a company
or companies approved by the Village, indemnifying the Village against any and all claims of every kind,
because of accident, injury or damage to any person or property arising out of the work done in connection
with the making of such alterations. The general contractor selected by D-102 shall provide Workers'
Compensation insurance and evidence same to the Village.
Every person who furnishes labor or services, or who is in any way connected with any and all
repairs, replacements, alterations, improvements or changes made by or at the instance of D-102 in or to
the Premises, the fixtures or equipment in connection therewith, or the appurtenances thereto belonging
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shall, prior to commencement of any such work, furnish the Village with sworn contractors' statements.
No payment shall be made to any such person unless the Village is furnished with and approves waivers of
lien against any mechanic's lien in connection with said improvements, alterations or additions.
D-102 shall take all other steps necessary to insure that no liens attach to the Premises, Building
and Property by virtue of any work performed or materials or equipment instailed on D-102's behalf, and
D-102 expressly warrants to the Village that no such liens shall attach.
All "build-out" structural additions or alterations shall be installed in a good, workmanlike, and
professional manner and in accordance with all applicable building and life safety codes.
5. POSSESSION. D-102 shall have the Premises ready for occupancy upon a reasonable time
following the Commencement Date. In the event the Premises shall not be completed and ready for
occupancy on the date fixed for the Commencement Date, this Agreement shall nevertheless continue in
force and effect. The Premises shall be delivered to D-102 on the Commencement Date. From and
beginning on the date in which D-102 takes possession of the Premises for D-102's Work, all of the
covenants and conditions of this Agreement shall be binding upon the Parties hereto as of the
Commencement Date. Under no circumstances shall the occurrence of any of the events hereinabove
referred to be deemed to accelerate or defer the stated Expiration Date of the Term.
6. A. SERVICES.
(a) Utilities: The Village shall furnish the Premises with heating and air-conditioning
reasonably required for the comfortable occupation of the Premises during normal business hours
(8:00 a.m.to 6:00 p.m. Monday through Friday, and 8:00 a.m.to 1:00 p.m. Saturday).
Electricity for all receptacles on the Premises and for all lighting on the Premises and any
secondary ventilation and heating shall be separately metered and billed directly to and be the sole
responsibility of and paid by the Village. D-102 will be charged, and shall pay to the Village as
Additional Fees, all costs of heating and air conditioning requested by D-102 and furnished by
Village prior to or following the above hours at rates to be established from time to time by Village,
based on the actual cost to provide such service.
If D-102 requires electricity for equipment and accessories not normal to office usage, D-
102 shall procure electricity for such equipment and accessories,at D-102's expense,from the local
public utility company servicing the Building. D-102 shall pay for the cost of installing any
additional required meters, subject to Village approval.
(b) The Village shall provide the following services on all days during the Term,excepting
Sundays and holidays, unless otherwise stated:
(i) Cold water, at the Village's expense, for drinking, lavatory and toilet
purposes.
(ii) Janitor services Monday through Friday in and about the Building and
Premises consistent with building standard janitorial service for general
operations use at comparable industrial buildings in Buffalo Grove,
Illinois. Any unusual or additional janitorial services required or requested
by D-102 shall be at D-102's additional cost at rates to be established from
time to time by the Village.
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(iii) Window washing of all exterior windows in the Premises at intervals to be
determined by the Village.
(iv) Snow removal service for walks within a reasonable time after a snowfall.
(c) D-102 shall have access to the Premises at all reasonable times.
(d) The Village does not covenant that any of the services or utilities to be provided
by the Village pursuant to this Agreement will be free from failures or delays caused by repairs,
renewals, improvements, changes of service, alterations, work stoppages, labor controversies,
accidents, inability to obtain fuel,electricity,water supplies or other causes beyond the reasonable
control of the Village. D-102 agrees that the Village shall not be liable in damages, by abatement
of fees or otherwise, for failure to furnish or delay in furnishing any service when such failure or
delay is occasioned, in whole or in part, by repairs, renewals or improvements, by any strike,
lockout or other labor trouble, by inability to secure electricity, gas, water, or other fuel at the
Building after reasonable effort so to do, by any accident or casualty whatsoever, by the act or
default of D-102 or other parties, or by any cause beyond the reasonable control of Village; and
such failures or delays shall never be deemed to constitute an eviction or disturbance of the D-102's
use and possession of the Premises or relieve the D-102 from paying the Licensee Fee or performing
any of its obligations under this Agreement,and D-102 hereby waives and releases all claims which
it may at any time hereafter have against the Village related to any such failure or delay.
All charges for services for which D-102 is required to pay hereunder shall be due and
payable at the same time as the installment of Monthly License Fee with which they are billed,or,
if billed separately, shall be due and payable within ten(10)days after such billing. If D-102 shall
fail to make payment for any such services,The Village may,without notice to D-102,discontinue
any or all of such services and such discontinuance shall not be deemed to constitute an eviction or
a disturbance of the D-102's use and possession of the Premises or relieve D-102 from paying rent
or performing any of its other obligations under this Agreement.
B. UTILITY DEREGULATION:
(a) 'The Village Controls Selection. Commonwealth Edison("Electric Service Provider")
is the utility company currently providing electricity service for the Building. Chilled water for the
Building's and the Premises' air conditioning system("Chilled Water")may currently be provided
via the Building's own chiller system and chilling tower. Notwithstanding the foregoing, if
permitted by law, Village shall have the right, at the Village's sole option, at any time and from
time to time during the Term to either contract for electric service and/or Chilled Water from a new
or different company or companies providing electric service and/or Chilled Water (each such
company shall hereinafter be referred to as an "Alternate Service Provider") or continue to either
contract for service from the Electric Service Provider or maintain the Building's own chiller
system and chilling tower to provide Chilled Water to the Building.
(b) D-102 Shall Give Village Access. D-102 shall cooperate with the Village,the Electric
Service Provider,and any Alternate Service Provider at all times and,as reasonably necessary,shall
allow Village, Electric Service Provider, and any Alternate Service Provider reasonable access to
the Building's water lines,electric lines,feeders,risers,wiring,and any other machinery or service
apparatus within the Premises.
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(c) The Vi11a�LNot Responsible for Interru�tion of Service. The Village shall in no way
be liable or responsible for any loss,damage,or expense that D-102 may sustain or incur by reason
of any change, failure, interference, disruption, defect, interruption or delay in the supply or
character of the electric energy and/or the Chilled Water furnished to the Premises or the Building,
or if the quantity or character of the electric energy or Chilled Water supplied by the electric Service
Provider or any Alternate Service Provider is no longer available or suitable for D-102's
requirements,and no such change,failure,defect,unavailability,or unsuitability shall constitute an
actual or constructive eviction, in whole or in part,or entitle D-102 to any abatement or diminution
of fees, or relieve D-102 from any of its obligations under the Agreement.
7. REPAIRS. Subject.to Paragraph 11 hereof, D-102 will at D-102's own expense,keep the
Premises in good order, repair and condition during the Term, and D-102 shall promptly and adequately
repair all damage to the Premises and replace or repair all damaged or broken fixtures and appurtenances
with fixtures or appurtenances of substantially the same grade,make and quality,under the supervision and
subject to the approval of the Village, and within any reasonable period of time specified by the Village.
D-102's obligation for repairs shall not include any obligation to make structural repairs, including the
walls, roof, floors and internal pipes, conduits, ducts, lines, wires, drains and flues and all other facilities
for plumbing,electricity, heating, and air conditioning, unless such repairs are caused by the negligence of
D-102. If the D-102 does not make the required repairs and replacements,the Village may, but need not,
do so, and D-102 shall pay the Village the cost thereof forthwith upon being billed for same.
The Village may, but shall not be required to, enter the Premises at all reasonable times to make
such repairs, alterations, improvements and additions, including, without limitation, conduits, ducts,
internal pipes, lines,wires,drains and flues and all other facilities for plumbing,electricity,heating and air
conditioning, as the Village shall desire or deem necessary to the Premises or to the Building or to any
equipment located in the Building or as the Village may be required to do by government authority or court
order or decree.
8. ADDITIONS AND ALTERATIONS. D-102 shall not,without the prior written consent
of the Village,make any alterations, improvements or additions to the Premises. The Village need not give
any such consent but if the Village does, it may impose such conditions with respect thereto as the Village
deems appropriate, including, without limitations, requiring D-102 to furnish the Village with security for
the payment of all costs to be incurred in connection with such work and insurance against liabilities which
may arise out of such work, as determined by the Village. The work necessary to make any alterations,
improvements or additions to the Premises shall be done by D-102's hired contractors. D-102 shall
promptly pay to the Village or to D-102's contractors, as the case may be, when due, the cost of all such
work and of all decorating required by reason thereof, and upon completion deliver to the Village, if
payment is made directly to contractors, evidence of payment, contractors' affidavits and full and final
waivers of all liens for labor, services or materials, and D-102 shall defend and hold the Village and the
Property and Building harmless from all costs,damages, liens and expenses related thereto. All work done
by D-102 or its contractors pursuant to this Paragraph 8 or pursuant to Paragraph 7 hereof shall be done in
first-class workmanlike manner using only good grades of materials and shall comply with all insurance
requirements and all applicable laws and ordinances and rules and regulations of governmental departments
or agencies. All required permits shall be obtained by D-102 at D-102's expense.
If D-102 desires signal communications, alann or other utility or service connection installed or
changed,the same shall be made at the expense of D-102,with prior written consent and under direction of
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the Village and subject to the terms and conditions of the first paragraph of this Paragraph 8 hereof or of
Paragraph 8A below.
All alterations, improvements,additions and wiring or cabling to the Premises,whether temporary
or permanent in character,made or paid for by the Village or D-102, shall without compensation to D-102
become the Village's property at the termination of this Agreement by lapse of time or otherwise and shall,
unless the Village requests their removal (in which case D-102 shall remove the same as provided in
Paragraph 16),be relinquished to the Village in good condition,ordinary wear excepted.
D-102 shall not affix or install any wall treatments or wall coverings, of any type or nature(other
than paint),within the Premises,without the Village's prior written consent.
8. A. RISERS,CABLING AND CONNECTIONS
(a) As used herein, the term "Telecommunications Infrastructure" shall mean the Building's
existing cables, conduits, inner ducts, connecting hardware, network point of presence ("Netpop") room,
pathways and spaces, and risers and riser closets, all comprising the existing telecommunications
infrastructure in the Building.
(b) (i)During the Term of this Agreement,and provided D-102 is not in default hereunder,D-
102 shall be permitted use of the Telecommunications Infrastructure to extend circuits from the
Netpop,through the Building's telecommunication riser(if more than one,the one selected by the
Village),to the riser closet of the floors of the Premises("Floor Riser Closet")to serve the Premises.
Same shall be done at D-102's sole cost and responsibility, and only through, and pursuant to a
separate agreement between D-102 and, the telecommunications management company then
engaged by the Village to service the Telecommunications Infrastructure.
(ii)No promise or representation is made from the Village to D-102 that, at the time of
execution of the Agreement,any type of wiring,cabling,circuits or feeds will be in place extending
from the said Floor Riser Closet to the Premises. Any such extension of wiring, cable, circuits,
feeds or the like from the Floor Riser Closet to the Premises desired by D-102 for its initial "build-
out"of the Premises or thereafter shall be at the sole cost and responsibility of D-102. All services
and materials for such extension shall be provided only through, and pursuant to a separate
agreement between D-102 and, the telecommunications management company then engaged by
the Village to service the Telecommunications Infrastructure.
(c) In the event D-102 desires to not utilize any of the existing components of the
Telecommunications Infrastructure and to instead furnish and install its own direct feed through a Building
riser into the Netpop, same shall be done(i)at D-102's sole cost and expense, and after first obtaining any
and all necessary permits therefor, (ii)pursuant to plans and specifications first approved by Village; and
(iii) only through, and pursuant to, a separate agreement between D-102 and the telecommunications
management company then engaged by the Village to service the Telecommunications Infrastructure.
(d) D-102 hereby releases the Village from any and all claims D-102 may hereafter have
related to any acts or omissions of any telecommunications management company servicing the
Telecommunications Infrastructure, and pursuant to its separate agreements, if any, with D-102 per
subparagraphs(b)(i),(b)(ii)and(c)above.
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9. COVENANT AGAINST LIENS. D-102 has no authority or power to cause or permit
any lien or encumbrance of any kind whatsoever whether created by act of D-102, operation of law or
otherwise,to attach to ar be placed upon the Village's title or interest in the Property,Building or Premises,
or to D-102's interests in the Premises or under this Agreement. D-102 covenants and agrees not to suffer
or permit any lien of inechanics or materialmen or others to be placed against the Property, Building or the
Premises with respect to work or services claimed to have been performed for or materials claimed to have
been furnished to D-102 or the Premises,and in case of any such lien attaching,D-102 covenants and agrees
immediately to cause it to be released and removed of record or bonded in manner satisfactory to Village.
10. INSURANCE. The Village and D-102 each agrees to have all fire and extended coverage
and other property damage insurance which it carries with respect to the Building or Premises or to the
property located in the Premises endorsed with a clause which reads substantially as follows: "This
insurance shall not be invalidated should the insured waive in writing prior to a loss any or all rights of
recovery against any Party for loss occurring to the property described herein." Village and D-102 each
hereby waives all claims for recovery from the other for any loss or damage to the Building or Premises or
to the contracts thereof which is insured under valid and collectible insurance policies, subject to the
condition that this waiver shall be effective only when the waiver is either permitted by such insurance
policy or when, by the use of good faith efforts, such waiver could have been included in the applicable
insurance policy at no additional expense.
D-102 shall carry the following insurance in companies satisfactory to Village:
(a) Comprehensive general liability insurance during the entire term hereof covering both
D-102 and the Village as insureds with terms and in companies satisfactory to the Village with
limits of not less than Two Million($2,000,000)Dollars combined single limit per occurrence for
Personal Injury, Death and Property Damage or in such other amounts as the Village shall
reasonably require.
(b) Insurance against all risks (including sprinkler leakage, if applicable), for the full
replacement cost of all additions,improvements and alterations to the Premises(except to the extent
the same are included within the definition of"building standard"),and of all office furniture,trade
fixtures, office equipment, merchandise and all other items of D-102's property on the Premises
associated with the Permitted Use.
D-102 shall, prior to the commencement of the Term (or within ten(10) days after written notice
from Village to D-102 in the case of additional coverage or increased amounts of coverage), furnish to
Village certificates evidencing such coverage, which certificates shall state that such insurance coverage
may not be changed or cancelled without at least thirty(30)days'prior written notice to the Village and D-
102. Such insurance certificates to be issued in favor of the Village and the Village's managing agent and
any other entity requested by the Village.
D-102 shall comply with all applicable laws and ordinances (including, but not limited to
environmental laws), all orders and decrees of court and all requirements of other governmental authority,
and shall not directly or indirectly make any use of the Premises, or use, store or dispose of within the
Premises or the Building materials,which may thereby be prohibited or not be approved by any appropriate
governmental agency or be dangerous to person or property or which may jeopardize any insurance
coverage,or may increase the cost of insurance or require additional insurance coverage.
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If D-102 does not take out the insurance required pursuant to this Paragraph 10 or keep the same
in full force and effect,Village may but shall not be obligated to take out the necessary insurance and pay
the premium therefore, and D-102 shall repay to the Village, as Additional Fees, the amount so paid
promptly upon demand. In addition, the Village may recover from D-102 and D-102 agrees to pay, as
Additional Fees, any and all reasonable expenses (including attorneys' fees) and damages which Village
may sustain by reason of the failure to D-102 to obtain and maintain such insurance, it being expressly
declared that the expenses and damages of the Village shall not be limited to the amount of the premiums
thereon.
11. HAZARDOUS SUBSTANCES D-102 shall not dispose of or use, without the prior
express written consent of The Village,any Hazardous Materials(as hereinafter defined)and shall not cause
or permit Hazardous Materials to be brought upon, kept and used in, on or about the Premises without the
prior written approval of The Village.The Village grants D-102 approval to permit Hazardous Materials to
be brought upon,kept and used in,on,or about the Premises provided such Hazardous Materials shall only
be allowed if they are reasonably necessary or useful to D-102's business and provided D-102 complies
with all Environmental Laws(as hereinafter defined)and other laws controlling or governing the handling,
manufacturing,treatment,storage,disposal,discharge,use and transportation of those Hazardous Materials.
D-102 must thereafter obtain the additional prior written approval of the Village to store on or about the
Premises more than a thirty(30)day supply of any Hazardous Material. Hazardous Materiais shall be used,
kept, stored and disposed of in strict accordance with all applicable federal, state and local laws. D-102
shall comply with all applicable federal, state and local laws, including, but not limited to all applicable
federal, state and local reporting and disclosure requirements, with respect to Hazardous Materials,
applicable to its business operations in the Premises. Upon the written request of the Village, D-102 shall
provide periodic written reports of the type and quantities of any and all types of substances, materials,
waste and contaminants(whether or not believed by D-102 to be Hazardous Materials)used,stored or being
disposed of by D-102 in or from the Premises. If the Village in good faith determines that any of such
substances create a risk to the health and safety of the Village's employees and invitees, or D-102's
employees and invitees or to any other D-102 representative or invitee of the Building, D-102 shall, upon
demand by the Village,take such remedial action,at the sole cost and expense of D-102(including,without
limitation, removal in a safe and lawful manner of any Hazardous Materials from the Premises), as the
Village deems necessary or advisable or as is required by applicable law. Safety Data Sheet (SDS)
information for any product deemed hazardous by the Occupational Safety and Health Administration
(OSHA)kept or stored in or on the Premises shall be readily available and posted conspicuously for viewing
by any user of the Building. No Hazardous Materials comprising hazardous waste as defined by the
Resource Conservation and Recovery Act, 42. U.S.C. 6901 et. seq. (42. U.S.C. 6903) or other regulated
waste material shall be stored on the Premises. D-102 agrees to indemnify, defend and hold the Village
harmless from and against all injury, loss,damage or costs(including all legal fees and court costs)arising
out of or in connection with the breach by D-102 of D-102's obligations under this Section 11 and/or the
use, storage,disposal, or presence of any Hazardous Materials at the Premises caused to be there by D-102
or D-102's employees, agents, contractors, invitees, successors or assigns. "Hazardous Materials" shall
mean any hazardous or toxic chemical, waste, byproduct, pollutant, contaminant, compound, product or
substance, including, without limitation, asbestos, polychlorinated biphenyls, petroleum (including crude
oil or any fraction or by-product thereo fl, underground storage tanks, and any material the exposure to, or
manufacture, possession, presence, use, generation, storage, transportation, treatment, release, disposal,
abatement, cleanup, removal, remediation or handling of which is prohibited, controlled or regulated by
any Environmental Law. "Environmental Laws" shall mean any federal or State of Illinois law, statute,
regulation, rule, order, decree,judgment or direction concerning environmental protection or health and
safety including, without limitation, the Comprehensive Environmental Response, Compensation and
9
Liability Act of 1980, as amended, the Resource Conservation and Recovery Act, as amended, the Toxic
Substances Control Act,as amended,and the Illinois Environmental Protection Act, as amended.
If D-102's transportation, storage, use or disposal of Hazardous Materials onto the Property, the
Premises, or the grounds surrounding the Premise results in(1)contamination of any soil or the surface or
ground water or (2) loss or damage to person(s) or properly, then D-102 agrees to and shall respond in
accordance with the following paragraph:
D-102 agrees to and shall(i)notify the Village immediately,in writing,of any contamination,claim
of contamination, loss or damage, (ii) after consultation and approval by the Village, to clean up and
remediate any and all contamination of any soil or the surface or ground water, at D-102's sole cost and
expense and (iii)to indemnify, defend and hold the Village, its lenders, bondholders and their respective
successors and assigns, harmless from and against any claims, suits, causes of action, costs and fees,
including attorney's fees, arising from or connected with any such contamination,claim of contamination,
loss, costs, fees, expenses or damage. T'his provision shall survive the expiration or termination of this
Agreement.
12. FIRE OR CASUALTY. If the Premises or the Building (including machinery or
equipment used in its operation) shall be damaged by fire or other casualty and if such damage does not
render all or a substantial portion of the Premises untenable,then Village shall repair and restore the same
with reasonable promptness. If any such damage renders all or a substantial portion of the Premises or of
the Building, untenable,the Village shall with reasonable promptness after the occurrence of such damage
estimate the length of time that will be required to substantially complete the repair and restoration of such
damage and shall by notice advise D-102 of such estimate. If such estimate is that the amount of time
required to substantially complete such repair and restoration will exceed two hundred seventy(270)days
from the date such damage occurred,then the Village shall have the right to terminate this Agreement as of
the date of such damage upon giving notice to D-102 at any time within twenty(20)days after the Village
gives D-102 the notice containing said estimate(it being understood that the Village may, if it elects to do
so, also give such notice of termination together with the notice containing such estimate). Unless this
Agreement is terminated as provided in the preceding sentence, the Village shall proceed with reasonable
promptness to repair and restore the Premises, subject to reasonable delays for insurance adjustments and
delays caused by matters beyond the Village's reasonable control, and also subject to zoning laws and
building codes then in effect. Notwithstanding anything to the contrary herein set forth, the Village shall
have no liability to D-102 and D-102 shall not be entitled to terminate this Agreement, in the event such
repairs and restoration are not in fact completed within the time period estimated by Village, as aforesaid,
or within said two hundred seventy(270)days.
Notwithstanding anything to the contrary herein set forth,the Village shall have no duty pursuant
to this Paragraph 11 to repair or restore any portion of the alterations, additions or improvements in the
Premises or the decoration thereto except to the extent that such alterations, additions, improvements and
decoration are included within the definition of"building standard" or otherwise agreed upon in writing by
the parties. If D-102 wants any other or additional repairs or restoration and if the Village consents thereto,
the same shall be done at D-102's expense subject to all the provisions of Paragraphs 7 and 8 hereof.
In the event any such damage not caused by the act or neglect of D-102, its agents or servants,
renders the Premises untenable and if this Agreement shall not be cancelled and terminated by reason of
such damage, then the fees(including License Fee and any Additional Fees) shall abate during the period
beginning with the date of such damage and ending with the date when the Premises are again rendered
10
tenable. Such abatement shall be in an amount bearing the same ratio of the total amount of rent for such
period as the untenable portion of the Premises from time to time bears to the entire Premises.
13. WAIVERS OF CLAIMS-INDEMNIFICATION. D-102 agrees that, to the extent not
prohibited by law, the Village and its officers, agents, servants and employees shall not be liable for any
damage either to person or property or resulting from the loss or use thereof sustained by the Village, D-
102 or by other persons due to any act or neglect of any D-102 employee, agent, or invitee. D-102 further
agrees that all of its personal property upon the Premises, or upon loading docks, receiving and holding
areas, or any freight elevators of the Building, shall be at the risk of D-102 only, and that the Village shall
not be liable for any loss or damage thereto or theft thereo£ Nothing contained in this Agreement shall
constitute a waiver by the Village of any right,privilege or defense available to the Village under statutory
or common law, including, but not limited to, the Illinois Local Governmental and Governmental
Employees Tort Immunity Act, 745 ILCS 10/1-101 et seq.,as amended.
Without limitation of any other provisions hereof, D-102 agrees to defend,protect, indemnify and
save harmless Village of and from all liability to third parties arising out of the acts of D-102 and its
servants, agents, employees, contractors, suppliers and workmen or invitees.
14. NONWAIVER. No waiver of any provision of this Agreement shall be implied by any
failure of Village to enforce any remedy on account of the violation of such provision even if such violation
be continued or repeated subsequently, and no express waiver shall affect any provision other than the one
specified in such waiver and that one only for the time and in the manner specifically stated. Subject to the
rights of the Village in Paragraph 16,no receipt of moneys by Village from D-102 after the termination of
this Agreement will in any way alter the length of the Term or of D-102's right to possession hereunder or
after the giving of any notice shall reinstate, continue or extend the Term or affect any notice given D-102
prior to the receipt of such moneys, it being agreed that after the service of notice or the commencement of
a suit or after final judgment for possession of the Premises, The Village may receive and collect any fees
due, and the payment said fees shall not waive or affect said notice,suit or judgment.
15. CONDEMNATION.If the whole or any part of the Building shall be taken or condemned
for any public or quasi-public use or purpose,the Term,at the option of the Village,shall end upon the date
when the possession of the part so taken shall be required for such use or purpose and the Village shall be
entitled to receive the entire award without any payment to D-102. The License Fee shall be apportioned
as of the date of such termination.
16. SURRENDER OF POSSESSION. Upon the expiration of the Term, as it may be
extended, or upon the termination of D-102's right of possession,whether by lapse of time or at the option
of the Village as herein provided, D-102 shall at once surrender the Premises to the Village in good order,
repair and condition, ordinary wear excepted, and remove all of its property therefrom, and if such
possession is not immediately sunendered the Village may forthwith re-enter the Premises and repossess
itself thereof and remove all persons and effects therefrom, using such force as may be necessary,without
being deemed guilty of any manner of trespass, eviction or forcible entry or detainer and without thereby
relinquishing any right given to the Village hereunder or by the operation of law. Without limiting the
generality of the foregoing, D-102 agrees to remove at the termination of the Term or of its right of
possession the following items of property: office furniture,trade fixtures, office equipment,merchandise
and all other items of D-102's property on the Premises,and such(but only such)alterations,improvements,
additions and wiring or cabling as may be requested by the Village,and D-102 shall pay to the Village upon
demand the cost of repairing any damage caused by any such removal. If D-102 shall fail or refuse to
11
remove any such property from the Premises, D-102 shall be conclusively presumed to have abandoned
same, and title thereof shall thereupon pass to the Village without any cost either by set-off, credit,
allowance or otherwise, and the Village may at its option accept the title to such property or at D-102's
expense may (i) remove the same or any part in any manner that the Village shall choose, and (ii) store,
destroy or otherwise dispose of the same without incurring liability to D-102 or any other person.
17. HOLDING OVER. D-102 shall pay to the Village double the License Fee set forth in
Paragraph 1 hereof and any appropriate Additional Fees then applicable (the "Holdover Rate") for each
month or portion thereof for which D-102 shall retain possession of the Premises or any part thereof after
the termination of the Term or D-102's right of possession,whether by lapse of time or otherwise,and also
shall pay all damages sustained by Village on account thereof. The provisions of this paragraph shall not
be deemed to limit any rights of Village. At the option of Village, expressed in a written notice to D-102
and not otherwise, such holding over shall constitute either (i) a month-to-month tenancy upon the then
applicable terms and conditions set forth herein, or (ii) a tenancy at sufferance, or (iii) a renewal of this
Agreement for a period of one (1)year at the License Fee and Additional Rent as would be applicable for
such year. If no such notice is served,then a tenancy at sufferance shall be deemed created at the Holdover
Rate.
18. ESTOPPEL CERTIFICATE. The D-102 agrees from time to time upon not less than
ten(10)days prior request by the Village or by any Lender which is the holder of a lien against the Premises
or Building ("Lender"), the D-102 or D-102's duly authorized representative having knowledge of the
following facts,will deliver to Village a statement in writing certifying(i)that this Agreement is unmodified
and in full force and effect(or if there have been modifications that the Agreement as modified is in full
force and effect); (ii)the dates to which the rent and other charges have been paid; (iii)that the Village is
not in default under any provision of this Agreement,or, if any default,the nature thereof in detail;and(iv)
to such other matters pertaining to this Agreement as the Village reasonably requires. If D-102 fails to
deliver such statement within the ten(10)day period referred to above,D-102 does hereby make,constitute
and irrevocably appoint Village as its attorney-in-fact coupled with an interest and in its name, place and
stead so to do.
19. SUBORDINATION AND ATTORNMENT. D-102 hereby agrees that this Agreement
shall automatically be subject and subordinate to (i) any indenture of mortgage or deed of trust that may
hereafter be placed upon the Building on the Property and to all renewals, replacements and extensions
thereof, and to all amounts secured thereby, except to the extent that any such indenture of mortgage or
deed of trust provides otherwise, and(ii) any ground or underlying lease. D-102 shall at Village's or any
Lender's or any prospective Lender's request execute such further instruments or assurances as Village or
any Lender or any prospective Lender may reasonably deem necessary to evidence the subordination of
this Agreement to the lien of any such indenture or mortgage or deed of trust or to any such ground or
underlying Agreement or to acknowledge that this Agreement is superior to such lien, as the case may be.
Should any prospective mortgage or ground lessor require any modification of this Agreement,
which modification(s)will not cause an increased cost or expense to D-102 or in any other way materially
and adversely change the rights and obligations of D-102 hereunder,then and in such event, D-102 agrees
that this Agreement may be so modified and agrees to promptly execute and deliver whatever documents
are required therefor.
D-102 shall, in the event of a sale or assignment of the Village's interest in the Property, the
Building, or this Agreement, or if the Property or the Building comes into the hands of a Lender, ground
lessor or any other person whether because of a mortgage foreclosure, exercise of a power of sale under a
12
mortgage, deed-in-lieu of foreclosure, termination of the ground Agreement, or otherwise, attorn to the
purchaser or such Lender or other person and recognize the same as the Village hereunder. D-102 shall
execute,at the request of the Village,such purchaser,Lender,or such other person entitled to the attornment
by D-102 under this paragraph, any attornment agreement required by such person to be executed, and
containing such provisions as such mortgagee,ground lessor or other person requires.
20. CERTAIN RIGHTS RESERVED BY THE VILLAGE. The Village shall have the
following rights, each of which the Village may exercise without notice to D-102 and without liability to
D-102 for damage or injury to property, person or business on account of the exercise thereof, and the
exercise of any such rights shall not be deemed to constitute an eviction or disturbance of D-102's use or
possession of the Premises and shall not give rise to any claim for set-off or abatement of rent or any other
claim:
(a) To change the street address.
(b) To install,affix and maintain any and all signs on the exterior and on the interior of the
Building.
(c) To decorate or to make repairs, alterations, additions or improvements, whether
structural or otherwise, in and about the Building, or any part thereof, and for such purposes to
enter upon the Premises,and during the continuance of any of said work,to temporarily close doors,
entryways, public space and corridors of the Building and to interrupt or temporarily suspend
services and facilities, all without affecting any of D-102's obligations hereunder.
(d) To furnish door keys and/or key fobs for doors in the Premises at the commencement
of the Agreement. To retain at all times,and to use in appropriate instances,keys to all doors within
and into the Premises. D-102 agrees to purchase only from the Village additional duplicate keys
as required,to change no locks,and not to affix additional locks on doors without the prior written
consent of the Village. Notwithstanding the provisions for the Village's access to Premises,D-102
relieves the Village of all responsibility arising out of theft,robbery,pilferage. Upon the expiration
of the Term or D-102's right to possession, D-102 shall return all keys and key fobs to the Village
and shall disclose to the Village the combination of any safes,cabinets or vaults left in the Premises.
In the event of the loss of keys and/or key fobs issued under this agreement, D-102 shall bear the
full cost of any and all replacement up to and including changing locks, if required and shall
immediately notify the Village at bgpubwks@vbg.org.
(e) To approve the weight, size and location of safes, vaults and other heavy equipment
and articles in and about the Premises and the Building(so as not to exceed the legal live load),and
to require all such items and furniture and similar items to be moved into or out of the Building and
Premises only at such time and in such manner as the Village shall direct in writing. D-102 shall
not install, operate or store any machinery, equipment, mechanical devices, goods, articles or
merchandise which may be dangerous to persons or property or which may damage or injure the
Premises. D-102 shall not install,operate or store any machinery,equipment,mechanical devices,
goods,articles or merchandise which are of a nature not directly related to D-102's ordinary use of
the Premises without the prior written consent of the Village. Movements of D-102's property into
or out of the Building within the Building are entirely at the risk and responsibility of D-102 and
Village reserves the right to require permits before allowing any property to be moved into or out
of the Building.
13
(fl To close the Building after regular working hours and on Saturdays, Sundays and legal
holidays subject,however,to D-102's right to admittance to the Premises under such regulations as
Village may prescribe from time to time, which may include but shall not be limited to, a
requirement that persons entering or leaving the Building identify themselves to a guard or
watchman by registration or otherwise and establish their right to enter or leave the Building. Such
regulations may include, but shall not be limited to,the requirement of identification from D-102,
D-102's employees, agents,clients, customers, invitees,visitors and guests.
(g) To establish controls for the purposes of regulating all property and packages (both
personal and otherwise)to be moved into or out of the Building and Premises.
(h) To regulate delivery and service of supplies in order to ensure the cleanliness and
security of the Premises and to avoid congestion of the loading dock and receiving area.
(i) To show the Premises to prospective tenants at reasonable hours during the last twelve
(12) months of the Term and if vacated or abandoned, to show the Premises at any time and to
prepare the Premises for re-occupancy.
(j) To erect, use and maintain ducts, conduits, pipes, lines, wiring, drains and flues, and
appurtenances thereto, in and through the Premises at reasonable locations.
21. RULES AND REGULATIONS. D-102 agrees for itself, its employees, agents, clients,
customers, invitees,visitors,and guests,to comply with the current Rules and Regulations for the Building
(a copy of which is attached hereto) as the same may from time to time be reasonably modified or
supplemented by the Village.
22. VILLAGE'S REMEDIES. If default shall be made in the payment of the License Fee or
any installment thereof or in the payment of any other sum required to be paid by D-102 under this
Agreement or under the terms of any other agreement between the Village and D-102 and such default shall
continue for five(5)days after due, or if default shall be made in the observance or performance of any of
the other covenants or conditions in this Agreement which D-102 is required to observe and perform and
such shall continue for fifteen (15) days after written notice to D-102, or if a default involves a hazardous
condition or an insurance obligation and is not cured by D-102 immediately upon written notice to D-102,
or if the interest of D-102 in this Agreement shall be levied on under execution or other legal process,or if
any voluntary petition in bankruptcy or for corporate reorganization or any similar relief shall be filed by
D-102, or if any involuntary petition in bankruptcy shall be filed against D-102 under any federal or state
bankruptcy or insolvency act and shall not have been dismissed within sixty (60) days from the filing
thereof,or if a receiver shall be appointed for D-102 or any of the property of D-102 by any court and such
receiver shall not have been dismissed within sixty(60)days from the date of his appointment,or if D-102
shall make an assignment for the benefit of creditors,or if D-102 shall admit in writing D-102's inability to
meet D-102's debts as they mature,or if D-102 shall abandon or vacate the Premises during the Term,then
the Village may treat the occunence of any one or more of the foregoing events as a breach of this
Agreement,and thereupon at its option may,with or without notice or demand of any kind to D-102 or any
other person, have any one or more of the following described remedies in addition to all other rights and
remedies provided at law or in equity or elsewhere herein.
(a) The Village may terminate this Agreement and the Term created hereby,in which event
the Village may forthwith repossess the Premises and be entitled to recover forthwith as damages
14
a sum of money equal to the value of the fees provided to be paid by D-102 for the balance of the
original Term,less the fair rental value of the Premises for said period,and any other sum of money
and damages owed by D-102 to the Village. Should the fair rental value exceed the value of the
fees provided to be paid by D-102 for the balance or the original Term of the Agreement,the Village
shall have no obligation to pay to D-102 the excess or any part thereof.
(b) Village may terminate D-102's right of possession and may repossess the Premises by
forcible entry and detainer suit, by taking peaceful possession or otherwise, without demand or
notice of any kind to D-102 and without terminating this Agreement, in which event Village may,
but shall be under no obligation to, relet the same for the account of D-102, for such amount and
upon such terms as shall be satisfactory to Village. For the purpose of such reletting, the Village
is authorized to decorate or to make any repairs, changes, alterations, or additions in or to the
Premises that may be necessary or convenient. If the Village shall fail to relet the Premises,D-102
shall pay to the Village as damages a sum equal to the amount of the License Fees reserved in this
Agreement for the balance of its original Term. If the Premises are relet and a sufficient sum shall
not be realized from such reletting after paying all repairs, changes, alterations and additions and
the commissions and other expenses of such reletting and of the collection of the fees accruing
therefrom to satisfy the License Fees provided for in this Agreement, D-102 shall satisfy and pay
any such deficiency upon demand therefor from time to time. D-102 agrees that the Village may
file suit to recover any sums falling due under the terms of this paragraph from time to time and
that no suit or recovery of any portion due the Village hereunder shall be any defense to any
subsequent action brought for any amount not theretofore reduced to judgment in favor of the
Village.
23. LICENSEE REMEDIES. If the Village fails to perform any of the terms, covenants,
agreements, or conditions on its part to be performed under this Agreement and that failure continues
uncorrected for 10 days after notice of failure from D-102,as its sole and exclusive remedy,this Agreement
may be terminated by D-102 at any time thereafter during the continuance of that default by written notice
to the Village,and D-102 shall be relieved of any and all liability under this Agreement.
24. EXPENSES OF ENFORCEMENT. D-102 shall pay upon demand all of the Village's
costs, charges and expenses including courts costs and the fees of counsel, agents, and others retained by
the Village incurred in enforcing the D-102's obligation hereunder or incurred by the Village in any
litigation in which the D-102 causes the Village without the Village's fault to become involved or
concerned, excluding any negotiations to extend or renew this Agreement. The Village shall pay upon
demand all of D-102's costs, charges and expenses including courts costs and the fees of counsel, agents,
and others retained by D-102 incurred in enforcing the Village's obligation hereunder or incuned by D-102
in any litigation in which the Village causes D-102 without D-102's fault to become involved or concerned,
excluding any negotiations to extend or renew this Agreement.
25. MISCELLANEOUS.
(a) All rights and remedies of the Village under this Agreement shall be cumulative and
none shall exclude any other rights and remedies allowed by law.
(b) All payments becoming due under this Agreement and remaining unpaid when due
will be subject to a Three Hundred and 00/100 Dollars($300.00)late charge and shall bear interest
until paid at the annual rate of seven (7%) percent in excess of the Corporate base rate then
15
announced from time to time by CHASE unless a lesser rate shall then be the maximum rate
permissible by law with respect thereto, in which event said lesser rate shall be charged. Such late
charge and interest shall be deemed Additional Fees hereunder.
(c) The necessary grammatical changes required to make the provisions hereof apply
either to corporations or partnerships or individuals,men or women, as the case may require, shall
in all cases be assumed as though in each case fully expressed.
(d) Each of the provisions of this Agreement shall extend to and shall, as the case may
require, bind and inure to the benefit not only of the Village and of D-102, but also of their
respective heirs, legal representative, successors and assigns,provided this clause shall not permit
any assignment by D-102 contrary to the provisions of Paragraph 15 hereof.
(e) Except as otherwise provided,all of the representations and obligations of the Village
are contained herein and no modification,waiver or amendment of this Agreement or of any of its
conditions or provisions shall be binding upon the Village unless in writing signed by the Village
or by a duly authorized agent ofthe Village empowered by a written authority signed by the Village.
(fl Submissions of this instrument for examination shall not bind the Village in any
manner,and no Agreement or obligation of the Village shall arise until this instrument is signed by
the Village and D-102 and delivery is made to each.
(g) No rights to light or air over any property, whether belonging to the Village or any
other person,are granted to D-102 by this Agreement.
(h) At any time hereafter, the Village may(upon thirty [30] days prior notice) substitute
for the Premises other premises in the Building(herein referred to as the"New Premises")provided
that the New Premises shall be similar to the Premises in the area and usable for D-102's purposes;
and if D-102 is already in occupancy of the Premises, then in addition the Village shall pay the
expenses of D-102's moving from the Premises to the New Premises(including the cost of moving
D-102's telephone equipment and the cost of new stationery)and for improving the New Premises
so that they are substantially similar to the Premises. Such move shall be made during evenings,
weekends,or otherwise so as to incur the least inconvenience to D-102.
(i) D-102 acknowledges that the Village has the right to transfer its interest in the Property
and Building and in this Agreement, and D-102 agrees that in the event of any such transfer the
Village shall automatically be released(subject to Paragraph 27(e)hereo�from all liability under
this Agreement and D-102 agrees to look solely to such transferee for the performance of Village's
obligations hereunder.
(j) The captions of paragraphs are for convenience only and shall not be deemed to limit,
construe, affect or alter the meaning of such paragraphs.
(k) D-102 represents and warrants that it is cunently in good standing and authorized to
do business in the State of Illinois, and D-102 covenants that it shall remain so during the entire
Term.
(1) Village may terminate this Agreement on the last day of any month in any year(a) if
Village proposes or is required,for any reason,to remodel,remove or demolish the Building or any
16
substantial portion of it, or(b)if Village decides to sell the Building and the land under it,or(c)if
- the owner being a corporation or limited liability company— owner's stockholders or members
decide to sell sixty-six and two-thirds (66-2/3%) percent or more of owner's capital stock or
membership interests, or(d) if-the Village being a ground lessee—the Village decides to convey
the prime ground lease or(e) if Village decides to make an underlying or ground lease of the land
under the Building and the Building or to lease to one tenant for a term of ten(10)years or more
either all the Building or all the Building except the ground floor. Such termination shall become
effective and conclusive by Village's written notice to D-102 not less than ninety(90)days prior to
the termination date fixed in the notice. No money or other consideration shall be payable by the
Village to D-102 for this right. The right hereby reserved by the Village shall inure to all
purchasers,assignees,lessees,transferees and ground or underlying lessee,as the case may be,and
is in addition to all other rights of the Village.
26. WAIVER OF NOTICE. Except as provided in Paragraph 22 hereof,D-102,to the extent
not prohibited by law, hereby expressly waives the service of any notice of intention to terminate this
Agreement or to re-enter the Premises and waives the service of any demand for payment of License Fees
or for possession and waives the service of any other notice or demand as the Village may be required to
make by statute, ordinance or by order or decree of any court or by any other governmental authority.
27. NOTICES. All notices to be given under this Agreement shall be in writing and served as
permitted by Illinois statute or delivered personally or deposited in the United States mails, certified or
registered mail with return receipt requested, postage prepaid, addressed as follows:
(a) If to Village: The Village of Buffalo Grove, Illinois
c/o Dane C. Bragg
Village Manager
50 Raupp Boulevard
Buffalo Grove,Illinois 60089
Phone: (847)459-2500
Emai . _bra����vb�.or�
' �_-- ��-�-r---�- —�
or such other person at such other address designated by notice sent to D-102 and after occupancy
of the Premises by D-102 to the address to which License Fees are payable.
(b) If to D-102: Aptakisic-Tripp School District 102
Attn: Superintendent
1351 Abbott Court
Buffalo Grove IL 60089
or to such other address designated by D-102 in a notice to the Village.
A notice by mail shall be deemed to have been given two(2)days after deposit in the United States
mail as aforesaid.
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28. SECURITY DEPOSIT. D-102 shall deposit with the Village the sum of seven thousand
nine-hundred sixteen and 66/100 Dollars ($7.916.66), (hereinafter referred to as "Collateral"), as security
for the prompt, full and faithful performance of all obligations of D-102 hereunder. Any unused Collateral
may be applied to the last Monthly Base License Fee in Year 5 of the Agreement.
(a) If D-102 fails to perform any of its obligations hereunder,the Village may use, apply
or retain the whole or any part of the Collateral for the payment of(i) any sum or other sums of
money which D-102 may not have paid when due,(ii)any sum expended which the Village on D-
102's behalf in accordance with the provisions ofthis Agreement,or(iii)any sum which the Village
may expend or be required to expend by reason of D-102's default, including, without limitation,
any damage or deficiency in or from the reletting of the Premises as provided in Paragraph 22. The
use,application or retention of the Collateral,or any portion thereof,by the Village shall not prevent
the Village from exercising any other right or remedy provided by this Agreement or by law (it
being intended that the Village shall not first be required to proceed against the Collateral)and shall
not operate as a limitation on any recovery to which the Village may otherwise be entitled. If any
portion of the Collateral is used,applied or retained by Village for the purposes set forth above,D-
102 agrees, within ten (10) days after the written demand therefor is made by Village, to deposit
cash with the Village in an amount sufficient to restore the Collateral to its original amount.
(b) In no event shall the Collateral be deemed to be an advance of payment of License
Fees.
(c) The Village shall have no obligation to pay interest on the Collateral;
(d) If the D-102 shall fully and faithfully comply with all of the provisions of this
Agreement,the Collateral,or any balance thereof, shall be returned to D-102 without interest after
the expiration of the Term or upon any later date after which D-102 has vacated the premises. In
the absence of evidence satisfactory to Village of any permitted assignment of the right to receive
the Collateral, or of the remaining balance thereof, Village may return the same to the original D-
102. In such event,upon the return of the Collateral,or the remaining balance thereof to the original
D-102, the Village shall be completely relieved of liability under this Paragraph 27 or otherwise
with respect to the Collateral.
(e) D-102 acknowledges that the Village has the right to transfer its interest in the Property
and Building and in this Agreement and D-102 agrees that in the event of any such transfer,Village
shall have the right to transfer the Collateral to the transferee. Upon the delivery by Village to D-
102 of such transferee's written acknowledgment of its receipt of such Collateral,the Village shall
thereby be released by D-102 from all liability or obligation for the return of such Collateral and
D-102 agrees to look solely to such transferee for the return of the Collateral.
(fl The Collateral shall not be mortgaged, assigned or encumbered in any manner
whatsoever by D-102.
29. REAL ESTATE BROKER. The D-102 and the Village represent that the Village and
D-102 have dealt with no broker in connection with this Agreement, and that the Village and D-102
represent no broker negotiated this Agreement or is entitled to any commission in connection therewith.In
the event of any claim for broker's or finder's fees or commissions in connection with the negotiation,
execution or consummation of this Agreement or the transactions contemplated hereby, each Party shall
18
indemnify and hold harmless the other Party from and against any such claim based upon any statement,
representation or agreement of such Party.
30. COVENANT OF OUIET ENJOYMENT. The Village covenants that the D-102, on
paying the License Fee, applicable Additional Fees, charges for services and other payments herein
reserved, and, on keeping, observing and performing all the other terms, covenants, conditions, provisions
and agreements herein contained on the part of the D-102 to be kept,observed,and performed,shall,during
the Term, peaceably and quietly have, hold and enjoy the Premises subject to the terms, covenants,
conditions,provisions, and agreements hereof.
31. PARKING. D-102 shall have the exclusive right to use the parking spaces in the open air
parking lot at the Building as depicted in the parking plan set forth on Eachibit C, attached hereto and
incorporated herein ("D-102 Parking Spaces"). The Village shall designate the D-102 Parking Spaces by
signage set out in the open air parking lot at the Building,
D-102 shall at all times obey the rules and regulations, now existing as outlined in Exhibit "B"
attached hereto or hereinafter promulgated from time to time, of the Village in connection with parking in
the D-102 Parking Spaces in the parking lot. D-102 acknowledges and agrees that its use of the parking lot
and the D-102 Parking Spaces shall be at its sole risk.D-102 further acknowledges and agrees that Village
does not provide security to automobiles parked in the parking lot at the Building and the Village is under
no duty or obligation to provide any such security. D-102 assumes the risk of any damage or theft to its
automobile and/or personal property left in same.
To the extent not expressly prohibited by law, D-102 agrees to hold harmless and indemnify the
Village and the Village's agents,partners,shareholders,officers,directors,and employees from any losses,
damages, judgments, claims, expenses, costs and liabilities imposed upon, incurred by or asserted to,
including reasonable attorney's fees and expenses,that may arise from or be caused directly or indirectly
by D-102's use of the parking lot.
32. OPTION TO RENEW. Provided that (i) this Agreement is in full force and effect, (ii)
D-102 is in possession of the Premises, and(iii)D-102 is not in default under any of the terms, conditions
and obligations of this Agreement, D-102 shall have the option to renew the term of this Agreement
("Option")for three(3)additional periods of five(5)years(each an"Option Period"). Each Option Period
shall commence on the day following the expiration date of the Term or the expiration date of the preceding
Option Period, if applicable. The tenancy resulting from the exercise of said option shall be on the same
terms and conditions as set forth in this Agreement, except that monthly License Fee during the Option
Period shall be increased by two percent(2%)annually over the License Fee paid in the last month of the
Term or the expiration date of the License Fee paid in the last month of the preceding Option Period, if
applicable. Said Option Period may be exercised only upon written notice thereof which must be received
by Village at least two hundred seventy(270) days prior to the expiration date of the original Term or the
expiration date of the preceding Option Period, if applicable.
If D-102 fails to exercise any Option during the period when said Option is available, or if this
Agreement is no longer in full force and effect for any reason,all Options shall be void. Upon the expiration
of any Option Period without any D-102 renewal,D-102 shall have no further Options to extend the Term
of this Agreement.
33. WAIVER OF JURY TRIAL AND COUNTERCLAIM. D-102 hereby waives trial by
jury in any action or proceeding brought by Village on any matters whatsoever arising out of or in any way
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connected with this Agreement,the relationship of Village and D-102, D-102's use or any proceedings for
nonpayment of any rent. D-102 will not interpose any counterclaim(except compulsory counterclaims)of
whatever nature or description in any such proceedings. This shall not,however,be construed as a waiver
of the D-102's right to assert such claims in any separate action or actions brought by the D-102.
34. D-102'S RIGHT TO TERMINATE. D-102 shall have the unilateral right to terminate
this Agreement upon not less than Seven Hundred Twenty (720) days prior written notice to the Village
("Termination Notice"), effective the first (lst) day after the Seven Hundred Twenty First (721) day after
the date of the Termination Notice("Early Termination Date"). Upon the giving of a Termination Notice,
this Agreement and the Term shall terminate on the Early Termination Date as fully and effectively as if
the date said notice is given had been the date in this Agreement specifically provided for the termination
of this Agreement and the Term. If the D-102 elects to terminate this Agreement, everything contained in
this Agreement on the part of the Village to be done and performed shall cease on the Early Termination
Date and this Agreement shall be canceled and terminated except for any provisions that specifically survive
termination. Upon delivery of the Early Termination Notice, D-102 shall begin to vacate the Premises and
re-deliver it to the Village on or before the Early Termination Date in the condition as required by the
Agreement. D-102 shall continue to pay all License Fees and other charges as they come due through the
Early Termination Date.
35. CAPITAL BiJY IN. At the end ofthe Initial Term,D-102 will have the option to make
a capital buy-in("Capital Buy In")for D-102's proportionate share of the Building, which is 5.78%of the
Village's original acquisition cost for the Property (calculated at $774,566). If D-102 elects to make a
Capital Buy In, a portion of its annual License Fee paid over the initial five(5)year Term will be credited
against acquisition cost, at a rate of 25% of the License Fee paid. The remaining terrns, covenants and
conditions of and potential D-102 Capital Buy In is the subject of a separate agreement by and between the
Village and D-102.
(SIGNATURES APPEAR ON THE FOLLOWINNG PAGES)
20
IN WITNESS WHEREOF,Village and D-102 have caused this Agreement to be duly executed as
of the day and year first above written.
VILLAGE: D-102:
THE VII.LAGE OF BUFFALO APTAI�SIC-TRIPP SCHOOL DISTRICT
GROVE,ILLINOIS,an Illinois 102,an Illinois School District
municipal corporation
By: By:
Name: Name:
Its: Its: id,�.�
20
IN WITI�iESS WHEREOF,Village and D-102 have caused this Agreement to be duly executed as
of the day and year first above written.
VILLAGE: D-102:
THE VILLAGE OF BUFFALO APTAKISIC-TRIPP SC�IOOL DISTRICT
GROVE,ILLINOIS,an Illinois 102,an Illinois School District
municipal corporation
By: � . By:
Name: �rE C', �� Name:
ItS: U��A6�E MA�vA6E�2 ItS:
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EXHIBIT"A"
D-102 LICENSED AREA
� ViNage of Buffalo Grove
NELV PUBLIC WORKS FACILITY
... . � ... . a
�,110,000 SF
� � '��-0 �-�.-�,
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EXHIBIT"B"
RULES AND REGULATIONS
1. The sidewalks,entrances,passages, concourses, ramps,courts,elevators,vestibules, stairways,
corridors, or halls shall not be obstructed or used by D-102 or the employees, agents, servants, visitors or
business of D-102 for any purpose other than ingress and egress to and from the Premises and for delivery
of inerchandise and equipment in prompt and efficient manner, using elevators, and passageways
designated for such delivery by the Village.
2. No awnings, air-conditioning units, fans or other projections shall be attached to the Building.
No curtains, blinds, shades, or screens shall be attached to or hung in, or used in connection with, any
window or door ofthe Premises or Building,without the prior written consent ofthe Village. All curtains,
blinds, shades, screens or other fixtures must be of a quality type, design and color, and attached in the
manner approved by the V illage. All electrical fixtures hung in offices or spaces along the perimeter of the
Premises must be fluorescent,of a quality,type,design and bulb color approved by Village unless the prior
consent of Village has been obtained for other lamping.
3. No sign,advertisement,notice or other lettering shall be eachibited,inscribed,painted,or affixed
by D-102 on any part of the outside of the Premises or Building or on the inside of the Premises if the same
can be seen from the outside of the Premises without the prior written consent of Village. In the event of
the violation ofthe foregoing by D-102,the Village may remove same without any liability,and may charge
the expense incurred by such removal to the D-102 or D-102s violating this rule. Interior signs on doors
and the directory shall be inscribed, painted or affixed for D-102 by the Village at the expense of D-102,
and shall be of a standard size,color and style acceptable to the Village.
4. The exterior windows and doors that reflect or admit light and air into the Premises or halls,
passageways or other public places in the Building,shall not be covered or obstructed,nor shall any articles
be placed on the windowsills. No showcases or other articles shall be put in front or affixed to any part of
the exterior of the Building, nor placed in the halls, corridors or vestibules, nor shall any article obstruct
any HVAC supply or e�chaust equipment without the prior written consent of the Village.
5. The electrical and mechanical closets, water and wash closets, drinking fountains and other
plumbing and electrical and mechanical fixtures shall not be used for any purposes other than those for
which they were constructed, and no sweepings, rubbish, rags, coffee grounds, acids or other substances
shall be deposited therein. All damages resulting from any misuse of the fixtures shall be borne by the D-
102 who,or whose servants,employees,agents,visitors or licensees,shall have caused the same. No person
shall waste water by interfering or tampering with the faucets or otherwise.
6. No portion of the Premises or the Building shall be used or occupied at any time for
manufacturing, for the storage of inerchandise, for the sale of inerchandise, goods or property of any kind
at auction or otherwise or as a sleeping or lodging quarters.
7. D-102,any D-102's servants,employees,agents,visitors or licensees,shall not at any time bring
or keep upon the Premises any inflammable, combustible, caustic,poisonous or explosive fluid, chemical
or substance.
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8. D-102,any D-102's servants,employees,agents,visitors or licensees,shall not at any time bring
or keep upon the Premises any weapons including but not limited to handguns,rifles and knives.
9. No bicycles, vehicles or animals of any kind(other than a seeing eye dog for a blind person or
other certified service dogs), shall be brought into or kept by any D-102 in or about the Premises or the
Building.
10. D-102 shall not use or occupy or permit any portion of the Premises to be used or occupied as
an office for a public stenographer or typist, offset printing, or for the possession, storage, manufacture or
sale of liquor, drugs,tobacco in any form or as a barber or manicure shop, an employment bureau, a labor
office, a doctor or dentist's office, a dance or music studio, any type of school, or for any use other than
those specifically granted in the Agreement. D-102 shall not engage or pay any employees on the Premises,
except those actually working for D-102 on said Premises, and D-102 shall not advertise for labor giving
an address at said Premises.
11. The Village shall have the right to prohibit any advertising by D-102 which, in Village's
opinion,tends to impair the reputation of the Building or its desirability as a building for offices,and upon
written notice from the Village,D-102 shall refrain from or discontinue such advertising. In no event shall
D-102, without the prior written consent of the Village, use the name of the Building or use pictures or
illustrations of the Building.
12. Any person in the Building will be subject to identification by employees and agents of the
Village. All persons in or entering Building shall be required to comply with the security policies of the
Building. D-102 shall keep doors to unattended areas locked and shall otherwise exercise reasonable
precautions to protect property from theft, loss, or damage. The Village shall not be responsible for the
theft, loss,or damage of any property.
13. No additional locks or bolts of any kind shall be placed on any door in the Building or the
Premises and no lock on any other door therein shall be changed or altered in any respect without the written
consent of the Village. The Village shall furnish two keys for each lock on exterior doors to the Premises
and shall,on D-102's request and at D-102's expense,provide additional duplicate keys. All keys,including
keys to storerooms and bathrooms, shall be returned to the Village upon termination of this Agreement.
The Village may at all times keep a pass key to the Premises. All entrance doors to the Premises shall be
left closed at all times and left locked when the Premises are not in use.
14. D-102 shall give immediate notice to the Village in case of theft, unauthorized solicitation,or
accident in the Premises or in the Building or of defects therein or in any fixtures or equipment, or of any
known emergency in the Building.
15. D-102 shall not use the Premises or permit the Premises to be used for photographic,multilith
or multigraph reproductions except in connection with its own business and not as a service for others,
without the Village's prior permission.
16. No freight, furniture or bulky matter of any description will be received into the Building or
carried into the elevators except in such a manner, during such hours and using such elevators and
passageways as may be approved by the Village, and then only upon having been scheduled at least two
(2)working days prior to the date on which such service is required. Any hand trucks,carryalls,or similar
appliances used for the delivery or receipt of inerchandise or equipment shall be equipped with rubber tires,
side guards and such other safeguards as the Village shall require.
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17. D-102s,or the employees,agents,servants,visitors or licensees of D-102 shall not at any time
or place, leave or discard any rubbish, paper, articles or objects of any kind whatsoever outside the doors
of the Premises or in the corridors or passageways of the Building.
18. D-102 shall not make excessive noises,cause disturbances or vibrations or use or operate any
electrical or mechanical devices that emit excessive sound or other waves or disturbances or create
obnoxious odors,any of which may be offensive to the other D-102s and occupants of the Building,or that
would interfere with the operation of any device, equipment, radio, television broadcasting or reception
from or within the Building or elsewhere and shall not place or install any projections,antennas, aerials or
similar devices inside or outside of the Premises or on the Building without the Village's prior written
approval.
19. D-102 shall comply with all applicable federal, state and municipal laws, ordinances and
regulations, insurance requirements and building rules and regulations and shall not directly or indirectly
make any use of the Premises which may be prohibited by any of the foregoing or which may be dangerous
to persons or property or may increase the cost of insurance or require additional insurance coverage.
20. D-102 shall not serve,nor permit the serving of alcoholic beverages in the Premises unless D-
102 shall have procured Host Liquor Liability insurance, issued by companies and in amounts reasonably
satisfactory to the Village,naming the Village as an additional insured.
21. The requirements of D-102 will be attended to only upon written application at the Office of
the Building. Employees shall not perform any work or do anything outside of the regular duties unless
under special instructions from the Office of the Building.
22. Canvassing, soliciting and peddling in the Building is prohibited and D-102 shall cooperate to
prevent the same.
23. Except as otherwise explicitly permitted in its Agreement, D-102 shall not do any cooking,
conduct any restaurant,luncheonette or cafeteria for the sale or service of food or beverages to its employees
or to others, install or permit the installation or use of any food, beverage, cigarette, cigar or stamp
dispensing machine or permit the delivery of any food or beverage to the Premises,except by such persons
delivering the same as shall be approved by Village.
24. D-102 shall at all times keep the Premises neat and orderly.
25. D-102, its servants, employees, customers, invitees and guests shall, when using the parking
facilities in and around the building, observe and obey all signs regarding fire lanes, handicapped and no
parking,or otherwise regulated parking zones,and when parking always park between the designated lines.
Village reserves the right to tow away,at the expense of the owner,any vehicle which is improperly parked
or parked in violation of a posted regulation. All vehicles shall be pazked at the sole risk of the owner,and
Village assumes no responsibilities for any damage to or loss of vehicles.
26. D-102, and the employees, agents, servants, visitors or licensees of D-102 shall, at all times,
conduct themselves in a businesslike manner.
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27. D-102 shall not allow and sha(1 use its best efforts to prevent its employees, customers, or
invitees from loitering in the common areas of the Building or from disturbing,in any manner,the business
operations of any other D-102 of the Building.
28. In accordance with the Illinois Indoor Clean Air Act, no smoking is permitted in the common
areas,bathrooms,elevators, stairwells, corridors and vestibules.
26
EXHIBIT C
PARKING PLAN
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27