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2025-02-18 - Resolution 2025-12 - AUTHORIZING THE VILLAGE MANAGER TO EXECUTE A USE AGREEMENT AND LICENSE WITH LONG GROVE FIRE PROTECTION DISTRICT&, \ {r-lt {, BUFEAIO GROVE RESOLUTTON 2025-12 A RESOLUTION AUTHORIZING THE VILLAGE MANAGER TO EXECUTE A USE AGREEMENT AND LICENSE WITH LONG GROVE FIRE PROTECTION DISTRICT WHEREAS the Village of Buffalo Grove is a home rule unit pursuant to the lllinois Constitution of l97O; and WHEREAS Long Crove Fire Protection District ("LCFPD') desires to enter into a Use Agreement and License ("Agreement") with the Village to allow LCFPD to occupy and store various equipment and apparatus located in the Building, and WHEREAS for good and valuable consideration, the Village has agreed to allow LCFPD 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 lT RESOLVED by the President and Board of Trustees of the Village of Buffalo Crove, Cook and Lake Counties, tllinois, as follows: SECTION I. The foregoing recitals are hereby adopted and incorporated and made a partof this Resolution as if fullysetforth herein. SECTION 2. The Villa ge 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: NAYES: ABSENT: PASSED: APPROVED: Page I of 3 smart with heart. 50 Raupp Blvd, Buffalo Grove, lL 60089 \ 847-459-2500 , vbg.otg 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 Crove, Counties of Cook and Lake and State of lllinois 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 Orove, lllinois 60089 ( "Property"); and 5 - Cesario. Ottenheimer. Stein. Bocek. Weidenfeld O - None I - Johnson Februarv .l8. 2O25 Februarv .I8. 2025 ATTEST:APPROVED <]\eri-\\.S;,"e.q"- Janet\,/Sirabian, Village Clerk Eric N. Smit llage President -' -/a\ -_:: ^ PaBe 2 of 3 smart with heart. 50 tlaupp Blvd, Buffalo Grove, lL 60089 \ 847-459-2500 a vbg.o(g Exhibit A Use Agreement and License Page 3 of 3 smart with heart. 50 Raupp Blvd, Buffalo Grove, lL 60O89 \ 847-459-2500, vbg.org This USE AGREEMENT AllD LICENSE (the "Agreement") is made as of this _18_ day of Februarv 2025, by and between THE VILLAGE OF BUFI'ALO GROVE, ILLINOIS, an Illinois municipal corporation (hereinafter referred to as "Village" or "Licensor") and LONG GROVE FIRE PROTECTION DISTRICT, an Illinois lue protection district ("LGFPD") (hereinafter referred to as the*LGFPD" or "Licensee") (Village, Licosor and LGFPD, Licersee shall each sometimes hereinafter be individually referred to as "Party" or, collectively, "Parties") WHERf,AS, 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, County ofCook and State oflllinois with a building containing approximately 173,533 square feet ("Building") on land containing approximately 9.5 acres which is legally described on Exhibit 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, LGFPD is an Illinois fire protection district located in Long Grove, Illinois which desires to enter into an agreement to allow LGFPD to occupy and operate storage space for various apparatus and equipment ("Permitted Use") located in the Village of Buffalo Grove, County ofCook and State of Illinois; and NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby coverunt and agrce that the Village and LGFPD 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 ofthe Parties, covenant and agree as follows: Village hereby grants to LGFPD, and LGFPD accepts, a revocable license to occupy and use the Premises designated on the plan attached hereto as Exhibil "A", comprised of approximately 5,660 square feet located in the Building, for the term (the "Term") of five (5) years commencing on the llrh day ofFebruary ,2025_ ("Commencement Date") and terminating on the l8rh day of- February ,2030_ ("Expiration Date"), both dates inclusive, unless sooner terminated as provided herein. l. BASE LICENSEE Ff,E. LGFPD 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: USE AGREENTEN'I' ANT' LICENSE WITNESSETII: WHEREAS, for good and valuable consideration, the Village has agreed to allow LGFPD to occupy and operate the Permitted Use located within the main Building, comprised of 5,660 square feet generally as shown in the attached Exhibit "A ' ("Premises"). The Village has delivered frve (5) key fobs to the Premises for LGFPD's use. LGFPD's facilities shall include access to two (2) overhead dock doors and sub-grade loading docks which may be used for the parking of LGFPD vehicles pursuant to this Agreement on the terms and conditions hereinafter set forth below. ANNUAL BASE LICENSEE FEE MONTHLY BASE LICENSEE FEE 547,500.00 ($9.s0 x s,000 sq. ft.) $48,450.00 (2% escalation) $49,419.00 (2% escalation) S50,407.38 (2% escalation) $5 1,41 5.33 (2% escalation) $3,958.33 s4,037.s0 s4,l 18.25 $4,200.62 $4,284.63 Each monthly License Fee payment shall be made in advance on the Frst day of each and every month during the Term, without any set-offor deduction whatsoever, except that LGFPD shall pay the hrst full month's installment at the time of execution of this Agreement. Ifthe Term commences other than on the first day of a month or ends other than on the last day ofthe month, the License Fee for such month shall be prorated, and the prorated License Fee lor the portion ofthe month in which the Term commences shall also be paid at the time of execution ofthis Agreernent. Except as otherwise set forth herein, the Village and LGFPD understand, acknowledge and agree the Monthly Base License Fee to be paid by LGFPD to the Village is a gross payment, which includes the entire LGFPD's share of any and all operating expenses, Common Area Maintenance charges, insurance charges and any and all assessmsnts and special assessments applicable to the Prernises, the Building containing the Premises, and LGFPD's right to occupy the Prernises in the Building. In the event any taxes are assessed against this Agreement and LGFPD's payment ofthe Licerse Fee, such taxes shall be paid by LGFPD to lhe appropriate goveming authority. LGFPD'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 Monthiy Base Licensee Fee), provided should LGFPD's Proportionate Share ofannual CAM fees exceed $0.75 per squfe foot, the excess Proportionate Share of annual CAM fees will be calculated and billed to LGFPD and shall be paid by LGFPD at a rate of2.89% ofthe total CAM fee. The annual License Fee rate is exclusive of any costs bome by LGFPD for consumable commodities such as sign materials, sigrr facing, salt, welding supplies, Iandscape materials, etc., which will be invoiced to LGFPD separately on a quarterly basis and to be paid net thirty (30) days after receipt. 2. ADDITIONAL FEES. All amounts required or provided to be paid by LGFPD under this Agreement in addition to the License Fee shall be deerned additional fees and the failure to pay the same shall be treated in all events as the failure to pay the License Fee. 3. USE AND OCCUPANCY. LGFPD shall use and occupy the Premises in accordance with its Permitted Use. The Village will provide access to restrooms in the Building. LGFPD's rights hereunder include non-exclusive access to two (2) dock doors and sub-grade loading docks 4. CONDITION OF PREMISES. (A). No Villaee Work. The LGFPD's taking possession shall be conclusive evidence that the Premises and the Building were in good order and satisfactory condition when the LGFPD look possession, and LGFPD, having examined the Prernises, accepts same in "AS-IS" condition. No promise of the Village to alter, remodel or improve the Premises or the Building and no ') PERIOD Year I Year 2 Year 3 Year 4 Year 5 representation respecting the condition ofthe Premises or the Building have bee-n made by the Village to the LGFPD. (B). LGFPD's Work. LGFPD agrees that no "build-out" work at the Premises is contemplated for LGFPD for its intended use. Any LGFPD work performed by LGFPD shall be pre-approved by the Village and shall be made in full accordance with the plans and specifications approved by Village. No building permits for any LGFPD work shall be applied for until the applications therefore 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 ofany liability on the part ofthe Village for thet accuracy or their conformity with Building Code requirements, and LGFPD shall be solely responsible for such plans. The approval of LGFPD's plans and specifications shall not: (i) constitute a waiver by the Village ofthe right to thereafter require LGFPD to amend the same to provide for omissions therein later discovered by the Village; (ii) LGFPD or its contractor shall have deposited with Village certificates ofan insurance policy or policies in an amount satisfactory to Village and issued by a company or companies approved by the Village, indemnifuing the Village against any and all claims ofevery kind, because ofaccident, injury or damage to any person or property arising out ofthe work done in connection with the making ofsuch alterations; and (iii) no work shall be commenced in comection with any LGFPD work or any subsequent alterations or additions to the Premises desired by LGFPD until the plans, specifications and contract(s) (and building permits therefor) to be entered into by LGFPD pertaining to such alterations or additions have been submitted to and approved in writing by the Village. The general contractor selected by LGFPD 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 LGFPD in or to the Premises, the fixtures or equipment in connection therewith, or the appurtenances thereto belonging shall, prior to commencement of any such work, fumish the Village with swom contractors' statements. No payment shall be made to any such person unless the Village is fumished with and approves waivers of lien against any mechanic's lien in connection with said improvemerts, alterations or additions. LGFPD shall take all other steps necessary to insure that no liens attach to the Premises, Building and Property by virtue ofany work performed or materials or equipment installed on LGFPD's behalf, and LGFPD 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 any and all codes, statutes, laws and requirements of the Village. 5. POSSESSION. The Village shall have the Premises ready for occupancy as mutually agreed between the Village and LGFPD, upon a reasonable time following the Commencement Date. In the event the Premises shall not be completed and ready for occupancy on the date fxed for the Commencernent Date, this Agreement shall nevertheless continue in force and effect. The Premises shall be delivered to LGFPD on the Commencement Date. From and beginning on the date in which LGFPD takes possession of the Prernises, all of the covenants and conditions of this Ageement shall be binding upon the Parties hereto as of the Commencement Date. Under no circumstances shall the occurrence ofany ofthe events hereinabove referred to be deemed to accelerate or defer the stated Expimtion Date ofthe Term. 3 6. A. SERVICES. (a) Utilities: The Village shall furnish the Premises with heating reasonably required for the comfortable occupation ofthe Premises during normal business hours 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 ofand paid by the Village. The cost of installing separate meten for any ofthe above purposes shall be bome solely by the Village. LGFPD will be charged, and shall pay to the Village as Additional Fees, all costs ofheating and air conditioning requested by LGFPD and furnishe{ by Village prior to or following the above hours at rates to be established fiom time to time by Village, based on the actual cost to provide such service. If LGFPD requires electricity for equipment and accessories not normal to the Permitted Use, LGFPD shall procure electricity for such equipment and accessories, at LGFPD's expense, from the local public utility company servicing the Building. LGFPD 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 slated: (D Cold water, at the Village's expense, for drinking, lavatory and toilet purposes. (ii)Window washing of all exterior windows in the Prernises at intervals to be determined by the Village. (c) (iiD Snow removal service for walks within a reasonable time after a snowfall. LGFPD shall have access to the Premises at all reasonable times. (d) The Village does not covenant that any ofthe services or utilities to be provided by the Village pursuant to this Agreement will be free from failures or delays caused by repain, renewals, improvemerts, 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. LGFPD agrees rhat the Village shall not be liable in damages, by abatement of fees or othenvise, for failure to fumish 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 LGFPD 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 LGFPD's use and possession ofthe Prernises or relieve the LGFPD from paying the Licensee Fee or performing any ofits obligations under this Agreernent, and LGFPD 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 LGFPD is required to pay hereunder shall be due and payable at the same time as the irstallment of Monthly License Fee with which they are billed, or, 1 if billed separately, shall be due and payable within ten (10) days after approval by the LGFPD Board at the next LGFPD Board meeting following the date ofthe invoice delivered to LGPFD, in compliance with the Local Goverffnent Prompt Payment Act, 50 ICS 50511 et seq.. If LGFPD shall fail to make payment for any such services, The Village may, without notice to LGFPD, discontinue any or all of such services and such discontinuance shall not be deemed to constitute an eviction or a disturbance ofthe LGFPD'S use and possession ofthe Premises or relieve LGFPD from paying rent or performing any of its other obligations under this Agreement. B. UTILITY DEREGULATION (a) The Villaqe Controls Selection. Commonwealth Edison ("Electric Service Provider") is the utility company currartly 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 systern 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 fiom a new or different company or companies providing electric service and,ror Chilled Water (each such company shall hereinafter be referred to as an "Altemate 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) LGFPD Shall Give Villaee Access. LGFPD shall cooperate with the Village, the Electric Service Provider, and any Altemate 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, winng, and any other machinery or service apparatus within the Premises. 7. REPAIRS. Subject to Paragraph I I hereof, LGFPD will at LGFPD's own expense, keep the Premises in good order, repair and condition during the Term, and LGFPD 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, l'mder the supervision and subject to the approval ofthe Village, and within any reasonable period of time specified by the Village. LGFPD's obligation for repairs shall not include any obligation to make structuml repairs, including the walls, roof, floors and intemal 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 LGFPD. If the LGFPD does not make the required repairs and replacements, the Village may, but need not, do so, and LGFPD shall pay the Village the cost thereof forthwith upon being billed for same. (c) The Villase Not Responsible for lnterruption of Service. The Village shall in no way be liable or responsible for any loss, damage, or expense that LGFPD may sustain or incur by reason ofany change, failure, interference, disruption, defect, intemrption or delay in the supply or character ofthe electric energy and./or the Chilled Water fumished to the Prernises or the Building, or ifthe quantity or character ofthe electric energy or Chilled Water supplied by the electric Service Provider or any Altemate Service Provider is no longer available or suitable for LGFPD'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 LGFPD to any abaternent or diminution of fees, or relieve LGFPD from any of its obligations under the Agreement. 5 The Village may, but shall not be required to, enter the Premises at all reasonable times to make such repairs, alterations, improvernents and additions, including, without limitation, conduits, ducts, intemal 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 govemment authority or court order or decree. D NS AND ALTERATI . LGFPD shall not, without the prior written8. consent ofthe Village, make any alterations, improvements or additions to the Premises. The Village need not give any such consent but ifthe Village does, it may impose such conditions with respect thereto as the Village deems appropriate, including, without limitations, requiring LGFPD to fumish the Village with security for the payment of all costs to be incurred in cormection with such work and insurance against Iiabilities which may arise out ofsuch work, as determined by the Village. The work necessary to make any alterations, improvements or additions to the Premises shall be done by LGFPD's hired contractors. LGFPD shall promptly pay to the Village or to LGFPD'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, ifpayment is made directly to contractors, evidence ofpayment, contraclors' affidavits and full and final waivers ofall liens for labor, services or materials, and LGFPD shall defend and hold the Village and the Prope(y and Building harmless from all costs, damages, liens and expenses related thereto. All work done by LGFPD 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 govemmental departments or agencies. All required permits shall be obtained by LGFPD at LGFPD's expense. If LGFPD desires signal communications, alarm or other utility or service cormection installed or changed, the same shall be made at the expense ofLGFPD, with prior written consent and under direction ofthe Village and subject to the terms and conditions ofthe first para$aph ofthis Paragraph 8 hereofor of Paragraph 9.A 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 LGFPD, shall without compensation to LGFPD become the Village's property at the termination of this Agreernant by lapse of time or otherwise and shall, unless the Village requests their removal (in which case LGFPD shall remove the same as provided in Paragraph 16), be relinquished to the Village in good condition, ordinary wear excepted. LGFPD shall not affix or install any wall treatments or wall coverings, ofany type or natue (other than paint), within the Prernises, without the Village's prior wdtten consent. 9. A. RISERS. CABLIN G AND CONNECTIONS (a) As used herein, the term "Telecommunications lnfrastructure" 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) No promise or representation is made from the Village to LGFPD that, at the time of execution ofthe Agreemert, any type of wiring, cabling, circuits or feeds will be in place for use 6 (c) In the event LGFPD desires to not utilize any of the existing components of the telecommunications infiastructure and to instead fumish and install its or n direct feed through a Building riser into the Netpop, same shall be done only upon the pre-approval ofthe Village in its sole and exclusive discretion and (i) at LGFPD's sole cost and expense, and after first obtaining any and all necessary permits therefor, (ii) pursuant to plans and specifications first approved by Vitlage; and (iii) only tkough, and pursuant to, a separate agreement b€tween LGFPD and the telecommunications management company then engaged by the Village to service the telecommunications infrastructure. (d) LGFPD hereby releases the Village from any and all claims LGFPD 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 LGFPD per subparagraphs (b)) and (c) above. IO. COVENANT A GAINST I,IENS . LGFPD has no authority or power to cause or permit any lien or encumbrance of any kind whatsoever whether created by act of LGFPD, operation of law or otherwise, to attach to or be placed upon the Village's title or interest in the Property, Building or Premises, or to LGFPD's interests in the Premises or under this Agreement. LGFPD covenants and agrees not to suffer or permit any lien ofmechanics 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 fumished to LGFPD or the Prernises, and in case ofany such lien attaching, LGFPD covenants and agrees immediately to cause it to be released and removed of record or bonded in manner satisfactory to Village. ll. INSURANCE. The Vil lage and LGFPD 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 propeny 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 LGFPD 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 appticable insurance policy at no additional expense. LGFPD shall carry the lollowing insurance in companies satisfactory to Village: (i) Liability lnsurance. LGFPD shall, at all times, at its sole cost and expense, maintain, or cause to be maintained, Commercial General Liability Insurance, which includes premiseVoperations, contractual liability, personaVadvertising injury, broad-form property damage, independent contractors, underground explosion and collapse, and products/completed operations coverages, against claims for personal injury or death and property damage occasioned by an incident occurring upon, in or about the Premises and sexual abuse. Such insurance in each case shall have a minimum limit of not less than $1,000,000 per occurrerce and $10,000,000 in the aggregate, which limits may be obtained through a combination of primary and umbrella or Excess 1 in the Premises. Any use of any telecommunications infrastructure to serve the Premises shall be approved by the Vi[[age, in its sole and exclusive discretion. Policies. The insurance shall be issued by an insurer having an A.M. Best rating ofnot less than "A-". ( ii)Workers' Compensation insurance as required by the Illinois Workers' Compensation Act covering all costs, statutory benefits and liabilities under state workers' compensation and similar laws with a waiver of subrogation in favor of the Village and Employer's Liability Insurance in the amount of$500,000.00 per accident or disease. (iiD Commercial Automobile Liability insurance, including covemges for owned, non- owned and hired vehicles, in the amount of One Million and 00/100 Dollars ($ l,000,000.00) per occurrence. LGFPD shall name the Village as a primary insured and shall deliver Certificates of Insurance acceptable to Village pursuant to the terms and conditions of this Agreement. LGFPD shall, prior to the commencement of the Term (or within ten (10) days after written notice from Village to LGFPD in the case of additional coverage or increased amounts of coverage), fumish to Village cerrificates 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 LGFPD. Such insurance certificates to be issued in favor ofthe Village and the Village's managing agent and any other entity requested by the Village. LGFPD shall comply with all applicable laws and ordinances (including, but not limited to environmental laws), all orders and decrees ofcourt and all requirements of other govemmental 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 govemmental agency or be dangerous to person or property or which may jeopardize any insurance cov€rage, or may increase the cost of insurance or require additional insurance coverage. IfLGFPD does not take out the insurance required pursuant to this Paragraph l0 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 prernium therefore, and LGFPD shall repay to thc Village, as Additional Fees, the amount so paid promptly upon demand. In addition, the Village may recover from LGFPD and LGFPD agrees to pay, as Additional Fees, any and all reasonable expenses (including attomeys' fees) and damages which Village may sustain by reason ofthe failure to LGFPD to obtain and maintain such insurance, it being expressly declared that the expenses and damages ofthe Village shall not be limited to the amount ofthe prerniums thereon. In no event shall LGFPD permit in the Premises flammables such as gasoline, turpentine, kerosene, naphtha and benzene, or explosives or any other article of intrinsically dangerous nature, and in no event shall LGFPD, its agents, employees or invitees bring any such flammables or other articles into the Building. If by reason of the failue of LGFPD to comply with the provisions of this paragraph, any insurance coverage is jeopardized or insurance prerniums are increased, the Vitlage shatl have the option either to terminate this Agreement or to require LGFPD to make immediate payment of the increased insurance premium. LGFPD shall not bring, keep discharge or release or permit to be brought, kept discharged or released, in or fiom the Premises ofthe Building any toxic or hazardous substance, material or waste or any other contaminant or pollutant other than non-reportable quantities of such substances when found in commonly used household cleansers, office supplies and general office equipment (collectively, 8 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 ofthe Prernises unteaable, 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 ofsuch damage estimate the length of time that will be required to substantially complete the repair and restoration ofsuch damage and shall by notice advise LGFPD 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 Agreemert as of the date ofsuch damage upon giving notice to LGFPD at any time within twenty (20) days after the Village gives LGFPD the notice containing said estimate (it being understood that the Vitlage may, if it elects to do so, also give such notice of termination together with the notice containing such estimate). Unless this Agreernent is terrdnated as provided in the preceding sertence, the Village shall proceed with reasonable promptness to repair and restore the Prernises, 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 anlthing to the contrary herein set forth, the Village shall have no liability to LGFPD and LGFPD shall not be entitled to terminate this Agreernent, 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 Paragaph 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. IfLGFPD wants any other or additional repairs or restoration and ifthe Village consents thereto, the same shall be done at LGFPD'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 LGFPD, 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 tenable. Such abatement shall be in an amount bearing the same ratio ofthe total amount ofrent for such period as the untenable portion of the Premises from time to time bears to the entire Premises. 13. WAMRS OF CLAIMS - INDEMNIFICATION. LGFPDa grees that, to the extent not prohibited by law, the Village and its officers, agents, seavants and ernployees shall not be liable for any 9 "Hazardous Materials"), and any Hazardous Materials shall be used, kept, stored and disposed of in strict accordance with all applicable federal, state and local laws. LGFPD shall comply with all applicable federal, state and local laws. LGFPD shall comply with all applicable federal, state and local reporting and disclosure requirernents, with respect to Hazardous Materials, applicable to its business operations in the Premises. Upon the written request ofthe Village, LGFPD shall provide periodic written reports ofthe type and quantities ofany and all types of substances, materials, waste and contaminants (whether or not believed by LGFPD to be Hazardous Materials) used, stored or being disposed ofby LGFPD in or from the Premises. Ifthe Village in good faith determines that any ofsuch substances create a risk to the health and safety of LGFPD's ernployees and invitees or to any other LGFPD or invitee ofthe Building, LGFPD shall, upon dernand by the Village, take such ranedial action, at the sole cost and expense ofLGFPD (including, without limitation, removal in a safe and lawful manner of any Hazardous Materials from the Prernises), as the Village deans necessary or advisable or as is requted by appticable law. damage either to person or property or resulting from the loss or use thereof sustained by LGFPD or by other persons due to the Building or any part thereofor any appurtenances thereofbecoming out or repair, or due to the happening of any accident or event in or about the Building, or due to any act or neglect of any LGFPD or occupant ofthe Building or ofany other person. This provision shall apply particularly (but not exclusively) to damage caused by gas, electricity, snow, frost, steam, sewage, sewer gas or odors, fire, water or by the bursting or leaking of pipes, faucets, sprinklers and plumbing fixtures, and shall apply without distinction as to the person whose act or neglect was responsible for the damage and whether the damage was due to any of the causes specifically enumerated above or to some other cause ofan entirely different kind. LGFPD further agrees that all personal property upon the Prernises, or upon loading docks, receiving and holding areas, or any freight elevators ofthe Building, shall be at the risk of LGFPD only, and that the Village shall not be liable for any loss or damage thereto or theft thereof, except any loss or damage caused through the negligence or willful acts ofthe Village or Village personnel and employees. Without limitation ofany other provisions hereof, LGFPD agrees to defend, protect, indannifu and save harmless Village of and from all liability to third parties arising out of the acts of LGFPD and its servants, agents, employees, contractors, suppliers and workmen or invitees. Without limitation of any other provisions hereof, the Village agrees to defend, protect, indemniff and save harmless LGFPD of and fiom all liability to third parties arising out ofthe negligent or willful acts ofthe Village and its servants, agents, employees, contractors, suppliers and workmen or invitees. 14. NONWAMR. No waiver of an y provision of this Agreernent shall be implied by any failure of Village to enforce any remedy on account ofthe violation ofsuch provision even ifsuch violation be continued or repeated subsequently, and no express waiver shall affect any provision other than the one specilied 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 17, no receipt ofmoneys by Village fiom LGFPD after the termination ofthis Agreement will in any way alter the length ofthe Term or of LGFPD's right to possession hereunder or after the giving of any notice shall reinstate, continue or extend the Term or affect any notice given LGFPD 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 judgrnent for possession of the Prernises, The Vitlage may receive and collect any fees due, and the payment said fees shall not waive or affect said notice, suit orjudgnent. 15. CONDEMNATION. If the whole or any part ofthe Building shall be taken or condemned for any public or quasi-public use or pupose, the Term, at the option ofthe Village, shall end upon the date when the possession ofthe part so taken shall be required for such use or purpose and the Viltage shall be entitled to receive the entire award without any payment to LGFPD. The License Fee shall be apportioned as ofthe date of such termination. 16. ASSIGNMENT AND SUBLETTING. LGFPD shall not, without the prior wrinen consent of the Village (i) assign this Agreement or any interest hereunder; (ii) permit any assignment of this Agreernent by operation of law; (iii) sublet the Premises or any part thereof; (iv) permit the use ofthe Premises by any parties other than LGFPD, its agents and ernployees. [n no event shall this Agreernent be assigned or assignable by voluntary or involuntary bankruptcy proceedings or otherwise, and in no event shall this Agreement or any rights or privileges hereunder be an asset of LGFPD under any bankruptcy, insolvency or reorganization proceedings. LGFPD shall give the Village written notice of any proposed assignment, which notice shall contain the proposed principal terms thereof, and upon receipt of such notice, the Village shall have the option to cancel the Agreement in the case ofa proposed assignment. The foregoing option to cancel shall not apply in the case ofa proposed assignment ofall or a portion ofthe Premises to an affiliate corporation under the same control (as hereinafter defrned) as LGFPD. Ifthe Vitlage l0 wishes to exercise such option to cancel, the Village shall, within fifteen (15) days after the Village's receipt ofsuch notice from LGFPD, send to LGFPD a notice so stating and in such notice the Village shall speciff the date as of which such cancellation is effective, which date shall be not less than thirty (30) and not more than ninety (90) days after the date on which the Village sends such notice. If the Village does not elect to cancel, as aforesaid, or ifthe Village does not have an option to cancel, Village agrees not to unreasonably withhold its consent to any proposed assignment ifthe proposed assignee (in Village's sole judgnent) has a financial condition comparable to or better than that of LGFPD, has a good reputation in the business community and agrees to use the Premises for purposes satisfactory to the Village in the Village's sole discretion. No assignment of this Agreernent shall be effective unless the assignee shall execute an appropriate instrument assuming all of the obligations of LGFPD hereunder and unless LGFPD acknowledges therein its continued liability under this Agreernent. In addition, LGFPD shall pay to the Village reasonable attomey's fees and expenses incurred by the Village in connection any proposed assignment, whether or not Village consents to such assignment. In no event shall the proposed or assignee be (i) an existing tenant ofthe Building or its assignee, or (ii) a person or entity with whom Village or its agent is negotiating and to or from whom Village, or its agent, has given or received any written or oral proposal within the past six (6) months. Any public advertisement or canvassing for a proposed assignment shall be subject to the prior approval in writing by Village, and any such advedisement shall not include the rate for which LGFPD is willing to accept a assignment of the Agreernent. No sublet of the Prernises shall be allowed or permitted. 17. SURRENDER OF POSSESSION. Upon the expiration of the Term, as it may be extended, or upon the termination of LGFPD's right ofpossession, whether by lapse of time or at the option ofthe Village as herein provided, LGFPD 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 surrendered the Village may forthwith re-enter the Prernises and repossess itself thereof and rernove all persons and effects therefiom, using such force as may be necessary, without being deerned guilty ofany 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, LGFPD agrees to remove at the termination of the Term or of its right of possession the following iterns of propety: office fumiture, trade fixtures, office equipment, merchandise and all other items of LGFPD's property on the Premises, and such (but only such) alterations, improvernents, additions and wiring or cabling as may be requested by the Village, and LGFPD shall pay to the Village upon d€mand the cost of repairing any damage caused by any such rernoval. If LGFPD shall fail or refuse to remove any such property from the Premises within fifteen (15) days after the expiration or early termination ofthis Agreernent, LGFPD shall be conclusively presumed to have abandoned same, and title thereof shall thereupon pass to the Village without any cost either by sa-off, credit, allowance or otherwise, and the Village may at its option accept the title to such property or at LGFPD'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 in any manner that the Village shall choose without incurring liability to LGFPD or any other person. 18. HOLDING OVER. LGFPD shall pay to the Village double the License Fee set forth in Paragraph I hereof and any appropriate Additional Fees then applicable (the "Holdover Rate") for each month or portion thereof for which LGFPD shall retain possession ofthe Premises or any part thereofafter the termination ofthe Term or LGFPD's right of possession, whether by lapse of time or otherwise, and also shall pay all damages sustained by Village on account lhereof. The provisions of this paragraph shall not be deemed to limit any rights of Village. At the option of Village, expressed in a writtea notice to LGFPD 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 ll this Agreement for a period ofone (l) 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. 19. ESTOPPEL CERTIFICATE. The LGFPD a grees from time to time upon not less than ten (i0) days prior request by the Village or by any Lender which is the holder ofa lian against the Premises or Building ("Lender"), the LGFPD or LGFPD's duly authorized representative having knowledge of the following facts, will deliverto Village a statement in writing certirying (i) that this Ageement 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 ofthis Agreement, or, ifany default, the nature thereof in detail; and (iv) to such other matters pertaining to this Agreement as the Village reasonably requires. If LGFPD fails to deliver such statement within the ten (10) day period referred to above, LGFPD does hereby make, constitute and irrevocably appoint Village as its attomey-in-fact coupled with an interest and in its name, place and stead so to do. 20.SUBORDINATION ANDATTORNMENT . LGFPD hereby agrees that this Agreement shall automatically be subject and subordinate to (i) any indentue of mortgage or deed of trust that may hereafter be placed upon the Building on lhe Property and to all renewals, replacements and extensions thereof, and to all amounts secured thereby, except to the extenl that any such indenture of mortgage or deed oftrust provides otherwise, and (ii) any ground or underlying lease. LGFPD 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. LGFPD shall, in the event of a sale or assignment of the Village's interest in the Property, the Building, or this Agreement, or ifthe Property or the Building comes hto the hands ofa Lender, ground lessor or any other person whether because of a mortgage foreclosure, exercise ofa power of sale under a mortgage, deed-inJieu of foreclosure, termination of the ground Agreement, or otherwise, attom to the purchaser or such Lender or other person and recognize the same as the Village hereunder. LGFPD shall execute, at the request ofthe Village, such purchaser, Lender, or such other person entitled to the attorrunent by LGFPD under this paragraph, any attomment agreement required by such person to be executed, and containing such provisions as such mortgagee, ground lessor or other person requires, provided such attornment is substantially similar to this Agreement. 21. CERTAIN RI GHTS RESERVED BY THE VILLAGE The Village shall have the following rights, each of which the Village may exercise without notice to LGFPD and without liability to LGFPD for damage or injury to property, person or business on account ofthe exercise thereof, excepting damage that occurs through the negligence of the Village or Village ernployees, and the exercise of any such rights shall not be deemed to constitute an eviction or disturbance of LGFPD's use or possession of the Prernises and shall not give rise to any claim for set-offor abatement of rent or any other claim: t2 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 LGFPD or in any other way materially and adversely change the rights and obligations of LGFPD hereunder, then and in such event, LGFPD agrees that this Agreernent may be so modified and agrees to promptly execute and deliver whatever documents are required therefor. (a) To change the street address. (b) To install, affix and maintain any and all signs on the exterior and on the interior ofthe Building. (c) To decorate or to make repairs, alterations, additions or improvemealts, whether structural or othenvise, in and about the Building, or any part thereof, and for such purposes to enter upon the Premises, and during the continuance ofany ofsaid 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 LGFPD's obligations hereunder. (d) To fumish door keys 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. LGFPD agrees to purchase only from the Village additional duplicate keys as required, to change no locks, and not to affrx additional locks on doors without the prior wriftea conseat of the Village. Notwithstanding the provisions for the Village's access to Premises, LGFPD relieves the Village of all responsibility arising out of theft, robbery, pilferage, except that which occurs through the negligence or willful acts of the Village or Village ernployees. Upon the expiration of the Term or LGFPD's right to possession, LGFPD shall retum all keys to the Village and shall disclose to the Village the combination ofany safes, cabinets or vaults left in the Premises. (e) To approve the weight, size and location of safes, vaults and other healy 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 fumiture 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. LGFPD shall not install, operate or store any machinery, equipmert, mechanical devices, goods, articles or merchandise which may be dangerous to persons or property or which may damage or injure the Prernises. LGFPD shall not install, operate or store any machinery, equipment, mechanical devices, goods, articles or merchandise which are ofa nature not directly related to LGFPD's ordinary use ofthe Premises without the prior written consent ofthe Village. Movements of LGFPD'S property into or out ofthe Building within the Building are entirely at the risk and responsibility ofLGFPD and Village reserves the right to require permits before allowing any property to be moved into or out ofthe Building. (fl To close the Building after regular working hours and on Saturdays, Sundays and legal holidays subject, however, to LGFPD'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 identi$ 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 ofidentification from LGFPD, LGFPD's employees, agents, clients, customers, invitees, visitors and guests. (g) To establish controls for the pwposes of regulating all property and packages (both personal and othenvise) to be moved into or out ofthe Building and Premises. (h) To regulate delivery and service of supplies in order to ensure the cleanliness and security ofthe Prernises and to avoid congestion ofthe loading dock and receiving area. l3 (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. fi) To erect, use and maintain ducts, conduits, pipes, lines, wiring, drains and flues, and appudenances thereto, in and through the Premises at reasonable locations. 22. RLILES AND Rf,GLILATIONS. LGFPD 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. LGFPD agrees that the Village shall not have any duty to LGFPD to require other LGFPDs to comply with such Rules and Regulations and LGFPD's obligations under this Agreernent shall not be altered or reduced by reason ofthe Village's failure so to do. 23. VILLAGE'S REMEDIES. If default shall be made in the payment ofthe License Fee or any installment thereof or in the payment of any other sum requted to be paid by LGFPD under this Agreement or under the terms ofany other agresment between the Village and LGFPD and such default shall continue for five (5) days after due, or ifdefault shall be made in the observance or performance of any of the other coverants or conditions in this Agreernent which LGFPD is required to observe and perform and such shall continue for fifteen (15) days after written notice to LGFPD, or ifa default involves a hazardous condition or an insurance obligation and is not cured by LGFPD immediately upon written notice to LGFPD, or ifthe interest ofLGFPD in this Agreernent shall be levied on under execution or other legal process, or ifany voluntary petition in bankruptcy or for corporate reorganization or any similar relief shall be filed by LGFPD, or ifany involuntary petition in bankruptcy shall be filed against LGFPD under any federal or state bankruptcy or insolvency act and shall not have been dismissed within sixty (60) days from the filing thereof, or ifa receiver shall be appointed for LGFPD or any ofthe property ofLGFPD by any court and such receiver shall not have been dismissed within sixty (60) days from the date of his appointment, or if LGFPD shall make an assignment for the benefit of creditors, or if LGFPD shall admit in writing LGFPD's inability to meet LGFPD's debts as they mature, or if LGFPD shall abandon or vacate the Premises during the Term, then Village may treat the occurrence ofany one or more ofthe foregoing events as a breach of this Agreement, and thereupon at its option may, upon the expiration of the Cure Period, have any one or more ofthe following described remedies in addition to all other rights and rernedies 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 a sum ofmoney equal to the value ofthe fees provided to be paid by LCFPD for the balance ofthe original Term, less the fat rental value ofthe Premises for said period, and any other sum ofmoney and damages owed by LGFPD to the Village. Should the fair rental value exceed the value of the fees provided to be paid by LGFPD for the balance or the original Term of the Ageement, the Village shall have no obligation to pay to LGFPD the excess or any parl thereof. (b) Village may terminate LGFPD's right of possession and may repossess the Premises by forcible entry and detainer suit, by taking peaceful p,ossession or otherwise, without demand or notice ofany kind to LGFPD and without terminaring this Agreement, in which event Village shall make commercially reasonable efforts to relet the same for the account ofLGFPD, 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, l4 LGFPD shall pay to the Village as damages a sum equal to the amount ofthe License Fees reserved in this Agreernent for the balance of its original Term. If the Prernises 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 ofsuch reletting and ofthe collection ofthe fees accruing therefiom to satisry the License Fees provided for in this Agreernent, LGFPD shall satisfu and pay any such deficiency upon demand therefor from time to time. LGFPD agrees that the Village may file suit to recover any suns falling due under the terms ofthis paragraph from time to time and that no suit or recovery ofany 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. (c) Cure Period: Should the Village believe an event of Default has occurred, the Village shall noti! LGFPD in writing ofthe event of Default. and thereafter, LGFPD shall have thirty (30) days from the date of such notice to cure the event of Default, provided the Licerse Fee and all other charges, fees, costs and experses set fo(h in this Agreement shall continue to be due and owing and paid by the LGFPD during the Cure Period. Notwithstanding anyhing contained herein, the Village retains all rights and rernedies under this Agreement and applicable law. 2s Nt ISCELI.ANEOUS (a) All rights and rernedies of the Village under this Agreement shall be cumulative and none shall exclude any other rights and rernedies allowed by law. (b) All payments becoming due under this Agreernent and remaining unpaid when due will be subject to a Three Hr.rndred and 00/100 Dollan ($300.00) late charge and shall bear interest until paid at the annual rate of seven (lYo) percent in excess of the Corporate base rate then 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 necessaq/ grammatical changes required to make the provisions hereof apply either to corporations or partnerships or individuals, men or womer! as the case may require, shall in all cases be assumed as though in each case fully expressed. (d) Each of the provisions ofthis Agreement shall extend to and shall, as the case may require, bind and inure to the benefit not only of the Village and of LGFPD, but also of their respective heirs, legal representative, successors and assigns, provided this clause shall not permit any assignment by LGFPD contrary to the provisions of Paragraph l5 hereof. (e) Except as otherwise provided, all of the representations and obligations of the Village are contained herein and no modification, waiver or amendment ofthis Agreement or of any of its t5 24. EXPENSES OF ENFORCEMENT. The LGFPD shall pay upon donand all of the Village's costs, charges and expenses including courts costs and the fees of counsel, agerts, and others retained by the Village incurred in enforcing the LGFPD's obligation hereunder or incured by the Village in any litigation, negotiation or transaction in which the LGFPD causes the Village without the Village's fault to become involved or concemed, excluding any negotiations to extend or renew this Agreernent. 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. (0 Submissions of this instrument for examination shall not bind the Village in any manner, and no Agreement or obligation ofthe Village shall arise until this instrument is signed by the Village and LGFPD 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 LGFPD by this Agreernent. (h) At any time hereafter, the Village may (upon thirty [30] days prior notice) substitute for the Premises other premises in the Building (herein refened to as the "New Premises") provided that the New Premises shall be similar to the Prernises in the area and usable for LGFPD's purposes; and if LGFPD is already in occupancy ofthe Prernises, then in addition the Village shall pay the expenses of LGFPD's moving from the Premises to the New Premises (including the cost ofmoving LGFPD's telephone equipment and the cost ofnew stationery) and for improving the New Premises so that they are substantially similar to the Prernises. Such move shall be made during evenings, weekends, or otherwise so as to incur the least inconvenience to LGFPD. (i) LGFPD acknowledges that the Village has the right to transfer its interest in the Property and Building and in this Agreernent, and LGFPD agrees that in the event of any such transfer the Village shall automatically be released (subject to Paragraph 27(e) hereof) from all liability under this Agreernent and LGFPD agrees to look solely to such transferee for the performance of Village's obligations hereunder. O The captions of paragaphs are for convenience only and shall not be deemed to limit, construe, affect or alter the meaning of such paragraphs. (k) LGFPD represents and warrants that it is currently in good standing and authorized to do business in the State of Illinois, and LGFPD covenants that it shall remain so during the entire Term. (l) 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 remdel, remove or dernolish the Building or any 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 (66-213%) percent or more of owner's capital stock or membership interests, or (d) if- the Village being a ground lessee - the Vitlage decides to convey the prime ground lease or (e) if Village decides to make an underlying or ground lease ofthe land under lhe Building and the Building or to lease to one tenant for a term often (10) years or more either all the Building or all the Building except the gound floor. Such termination shall become effective and conclusive by Village's written notice to LGFPD 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 LGFPD for this right. The right hereby reserved by the village shall inure to all purchasers, assignees, lessees, transferees and grorlnd or underlying lessee, as the case may be, and is in addition to all other rights ofthe Village. 26, WAIVER O F NOTICE Except as provided in Paragraph 22 hereo{, LGFPD, to the extent not prohibited by law, hereby expressly waives the service of any notice of inte ion to terminate t6 this Agreement or to re-enter the Premises and waives the service ofany demand for payment of License Fees or for possession and waives the service ofany other notice or demand as the Village may be required to make by stalute, ordinance or by order or decree ofany court or by any other governrnental authority. 27 . NOTICES. All notices to be given under this Agreement shall be in writing and served as permitted by lllinois slatute or delivered personally or deposited in the United States mails, certified or registered mail with retum receipt requested, postage prepaid, addressed as follows: (a) If to Village:The Village of Buffalo Grove, Illinois c/o Dane Bragg Village Manager 50 Raupp Boulevard Buffalo Grove, Illinois 60089 Phone: (847) 459-2500 Email: dbraqsi.r vbs.qg or such other person at such other address designated by notice sent to LGFPD and after occupancy ofthe Premises by LGFPD to the address to which License Fees are payable. (b) If to LGFPD: Long Grove Fire Protection District c/o: Fire Chief Paul Segalla I 165 Old McHenry Road Long Grove, Itlinois 60047 Phone: (847) 634-3143 Email: Pre'..:,rlirr.r lg ljrrl ,,r' A copy ofall notices undsr this Ageement will b€ given to each Lender which has supplied LGFPD with such Lender's address- A notice by mail shall be deemed to have been given two (2) days after deposit in the United States mail as aforesaid. (a) If LGFPD fails to perform any of its obligations hereunder, the Village may use, apply or retain the whole or any part ofthe Cotlateral for the payment of (i) any sum or other sums of money which LGFPD may not have paid when due, (ii) any sum expended which the Village on LGFPD's behalf in accordance with the provisions of this Agreement, or (iii) any sum which the Vitlage may expend or be required to expend by reason of LGFPD's default, including, without limitation, any damage or deficiency in or from the relelting of the Premises as provided in Paragraph 23. The use, application or retention ofthe Collateral, or any portion thereof, by the Village shall not prevent the Village from exercising any other right or rernedy provided by this Agreanent 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 t7 28. SECURITY DEPOSIT. LGFPD shall deposit with the Village the sum of three thousand nine hundred fifty-eight and 33/100 Dollars ($3,958.33), (hereinafter referred to as "Collateral"), as security for the prompt, full and faithful performance ofall obligations of LGFPD hereunder. purposes set forth above, LGFPD agrees, within ten (t0) 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 deerned to be an advance of payment oflicense Fees (c) The Village shall have no obligation to pay interest on the Collateral; (d) If the LGFPD shall fully and faithfully comply with all of the provisions of this Agreernent, the Collateral, or any balance thereo{ shall be returned to LGFPD without interest after the expiration of the Term or upon any later date after which LGFPD has vacated the premises. [n the absence ofevidence satisfactory to Village ofany permitted assignment ofthe right to receive the Collateral, or ofthe remaining balance thereof, Village may return the same to the original LGFPD. In such event, upon the return of the Collateral, or the remaining balance thereof to the original LGFPD, the Village shall be completely relieved of liability under this Paragraph 28 or otherwise with respect to the Collateral. (0 The Collateral shall not be mortgaged, assigned or encumbered in any manner whatsoever by LGFPD. 29. NO REAL ESTATE BROKER. The LGFPD represents that the LGFPD has dealt with_ no Broker, in connection with this Agreement, and that insofar as the LGFPD knows, no broker negotiated this Agreernent or is entitled to any comrnission 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 Agreernent or the transactions contemplated hereby, each Party shatl indemnifo and hold harmless the other Party fiom and against any such claim based upon any statement, representation or agreement of such Party. 30. covEN OF OUIET ENJ O}'NIENT The Village covenants that the LGFPD, on paying the License Fee, applicable Additional Fees, charges for services and other paynents herein reserved, and, on keeping, observing and performing all the other terms, covenants, conditions, provisions and agreements herein contained on the part of the LGFPD 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 agreernents hereof. 3l . PARIflNG. LGFPD shalt have the exclusive righr to use two (2) parking spaces in the area identified on Exhibit "C" and shall have the right to use the open air parking tot at the Building in common with the Village and other occupants and their visiton at no charge. At the Village's option the parking spaces may be designated by the Village. 18 (e) LGFPD acknowledges that the Village has the right to transfer its interest in the Property and Building and in this Agreement and LGFPD 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 LGFPD ofsuch transferee's written acknowledgment of its receipt ofsuch Collateral, the Village shall thereby be released by LGFPD from all liability or obligation for the retum of such Collateral and LGFPD agrees to look solely to such transferee for the return ofthe Collateral. LGFPD shall at all times obey the rules and regulations, now existing as outlined in Exhibit "8" attached hereto or hereinafter promulgated from time to time, ofthe Village in connection with parking in the parking lot. LGFPD acknowledges and agrees that its use of the parking spaces and parking lot shall be at its sole risk. LGFPD 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. LGFPD 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, LGFPD agrees to hold harmless and indemnifu 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 fiom or be caused directly or indirectly by LGFPD's use of the parking lot. 33. TORT IMMUNITY A CT.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 cornmon law, including, but not limited to, the Illinois Local Govemmental and Govemmental Employees Tort Immunity Act,745 ILCS l0/l-l0l er seq., as amended. 34. LGFPD'S RIGHT TO TERMINATE. Subjecl to any restrictions on vacating the Premises connected to Village Iinancing commitments which shall be disclosed by the Village to LGFPD, LGFPD shall have the unilateral right to terminate this Ageement upon not less than One Hundred Eighty (180) days prior written notice to the Village ("Termination Notice"), effective the first (l'r) day after the One Hundred Eighty-Fint ( l 8l s0 day afler the date of the Termination Nolice ("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 &te said notice is given had been the date in this Agreement specifically provided for the termination ofthis Agreernent and the Term. Ifthe LGFPD etects to terminate this Agreement, everything contained in this Agreernert on the part of the Village to be done and performed shall cease on the Early Termination Date and this Agre€ment shall be canceled and terminated except for any provisions that specifically survive termination. Upon delivery of the Early Termination Notice, LGFPD 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. LGFPD shall continue to pay all License Fees and other charges as they come due through the Early Termination Date. (SIGNATURES APPEAR ON THE FOLLOWING PAGES) l9 32. WAMR OF JURY TRIAL AND COLJNTERCLAIM. LGFPD hereby waives trial by jury in any action or proceeding brought by Village on any matters whatsoever arising out ofor in any way connected with this Agreernent, the relationship of Village and LGFPD, LGFPD's use or any proceedings for nonpa)ment of any rent. LGFPD 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 ofthe LGFPD'S right to assert such claims in any separate action or actions brought by the LGFPD. IN WITNESS WHEREOF, Village and LGFPD have caused this Agreement to be duly executed as ofthe day and year frst above written. VILLAGE: THE VILLAGE OFBUFFALO GROVE, ILLIitiOlS, an Illinois municipal corporation By: Name: lls: Vautc ll*uA6.a. Attest:rvl LGFPD: LONG GROVE FIRE PROTECTION DISTRICT, an linois Fire Protection District By: Name: Its: Attest ..rt"it :'; Sr.: " -Si..'^2:i ''./ =- 'j. '_ \T 20 IN WITNESS WHEREOF, Village and LGFPD have caused this Agreement to be duly executed as of the day and year first above written. VILLAGE: LGFPD: THE VILLAGE OF BUFFALO LONG GROVE FIRE PROTECTION GROVE,ILLINOIS,an Illinois DISTRICT,an Illinois Fire Protection District municipal corporation By: B Name: Name: ® Liff1vt , Its: Its: Attest: Attest:_,.. 20 EXHIBIT *A" SITE PLAN O }. PREIIIISES 2l E 5,180 3F I }]XHIBIT *B' RULES AND RECULATIO:\JS l. The sidewalks, entrances, passages, concourses, ramps, courts, elevators, vestibules, stairways, corridors, or halls shall not be obstructed or used by LGFPD or the ernployees, agents, servants, visitors or business ofLGFPD for any purpose other than ingress and egress to ard from the Premises and for delivery of merchandise and equipment in prompt and eflicient 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 ir; or used in connection with, any window or door of the Premises or Building, without the prior written consent of the 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 Village. All electrical fixtures hung in offices or spaces along the perimeter ofthe Premises must be fluorescent, ofa 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 exhibited, inscribed, painted, or affixed by LGFPD on any part of the outside ofthe Premises or Building or on the inside ofthe Premises if the same can be seen from the outside of the Premises without the prior written consenl of Village. In the event ofthe violation ofthe foregoing by LGFPD, the Village may rernove same without any liability, and may charge the expense incurred by such removal to the LGFPD or LGFPDs violating this rule. Interior signs on doors and the directory shall be inscribed, painted or afhxed for LGFPD by the Village at the expense ofLGFPD, and shall be ofa 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 fronl 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 TIVAC supply or exhaust equipment without the prior written consent ofthe 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 LGFPD who, or whose servants, employees, agents, visitors or licensees, shall have caused the same. No person shall waste water by interlering 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 merchandise, for the sale of merchandise, goods or property ofany kind at auction or otherwise or as a sleeping or lodging quarters. 7. LGFPD, any LGFPD's servants, ernployees, 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. 8. LGFPD, any LGFPD's servants, employees, agents, visitors or licensees, shall not at any time bring or keep upon the Prernises any weapons including but not limited to handguns, rifles and knives. 22 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 LGFPD in or about the Premises or the Building. 10. LGFPD shall not use or occupy or permit any portion of the Premises to be used or occupied as an offtce 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. LGFPD shall not engage or pay any employees on the Premises, except those actually working for LGFPD on said Premises, and LGFPD shall not advertise for labor giving an address at said Premises. ll. The Village shall have the right to prohibit any advertising by LGFPD which, in Village's opinion, tends to impair the reputation ofthe Building or its destability as a building for offices, and upon written notice from the Village, LGFPD shall refrain from or discontinue such advertising. [n no event shall LGFPD, without the prior written consent ofthe Village, use the name ofthe Building or use pictures or illustrations ofthe 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 ofthe Building. LGFPD shall keep doors to unattended areas locked and shall otherwise exercise reasonable precautions to protect prope(y from theft, loss, or damage. The Village shall not be responsible for the theft, loss, or damage of any property. 14. LGFPD shall give immediate notice to the Village in case of theft, unauthorized solicitation, or accident in the Prernises or in the Building or of defects therein or in any fixtures or equipment, or of any known emergency in the Building. 23 I 3. 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 fumish two keys for each lock on exterior doors to the Prernises and shall, on LGFPD's request and at LGFPD'S expense, provide additional duplicate keys. All keys, including keys to storerooms and bathrooms, shall be returned to the Village upon termination of this Agreernent. 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. 15. LGFPD shall not use the Premises or permit the Premises to be used for photographic, multilith or multigraph reproductions except in co rection with its own business and not as a service for others, without the Village's prior permission. 16. No freight, fumiture 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 elevalors 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 ofmerchandise or equipment shall be equipped with rubber tires, side guards and such other safeguards as the Village shatl require. 17. LGFPDs, or the employees, agents, servants, visitors or licensees of LGFPD shall not at any time or place, leave or discard any rubbish, paper, articles or objects of any kind whatsoever outside the doors ofthe Prernises or in the corridors or passageways ofthe Building. 18. LGFPD 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 LGFPDs and occupants ofthe Building, or that would interfere with the operation ofany 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. LGFPD shall comply with all applicable federal, state and municipal laws, ordinances and regulations, insurance requirernents and building rules and regulations and shall not directly or indirectly make any use ofthe Premises which may be prohibited by any ofthe foregoing or which may be dangerous to persons or property or may increase the cost of insurance or require additional insurance coverage. 2l . The requirernents of LGFPD 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 LGFPD shall cooperate to prevent the same. 23. Except as otherwise explicitly permitted in its Agreement, LGFPD shall not do any cooking, conduct any restaurant, luncheonelte 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 ofany food or beverage to the Premises, except by such persons delivering the same as shall be approved by Village. 24. LGFPD shall at all times keep the Premises neat and orderly 25. LGFPD, 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 othenvise regulated parking zones, and when parking always park between the designated lines. Village reserves the right to tow away, at the expense ofthe owner, any vehicle which is improperly parked or parked in violation ofa posted regulation. All vehicles shall be parked at the sole risk ofthe owner, and Village assumes no responsibilities for any damage to or loss ofvehicles. 26. LGFPD, and the employees, agorts, servants, visitors or licensees ofLGFPD shall, at all times, conduct thernselves in a businesslike maruer. 27. LGFPD shall not allow and shall use its best efforts to prevent its ernployers, customers, or invitees from loitering in the common areas ofthe Building or from disturbing, in any marmer, the business operations of any other LGFPD ofthe Building. 20. LGFPD shall not serve, nor permit the serving ofalcoholic beverages in the Premises unless LGFPD 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. 28. ln accordance with the Illinois Indoor Clean Air Act, no smoking is permitted in the common areas, bathrooms, elevators, stairwells, corridors and vestibules. 15 EXHIBIT *C" PARI(NG PLAN I tI I I I i , I I I ) II I F IL --------l t Pereittd Partiag Area (2 spaces) -t ) 26 L