2008-30RESOLUTION NO. 2008- 30
A RESOLUTION AUTHORIZING THE EXECUTION OF A LEASE AGREEMENT
FOR FOOD SERVICE AT THE BUFFALO GROVE COMMUTER RAIL STATION
WHEREAS, the Village of Buffalo Grove is a Home Rule Unit Pursuant to the Illinois State
Constitution of 1970; and
WHEREAS, it has previously been determined that it is in the best interest of the Village to lease
food and beverage services at the Buffalo Grove Metra Commuter Rail Station; and
WHEREAS, Jerry Reinert, the current lessee of Java Junction desires to sell his business, which
has been purchased by John Y. Hsiao (d/b /a Jake Enterprises, LLC) contingent upon the approval of a
Lease Agreement which is attached to this resolution; and
WHEREAS, it has been determined that Jake Enterprises, LLC will continue to serve the best
interests of the Village in the provision of food and beverage services at the Buffalo Grove Metra
Commuter Rail Station.
NOW, THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES
OF THE VILLAGE OF BUFFALO GROVE, COOK AND LAKE COUNTIES, ILLINOIS THAT:
SECTION 1. The Village President and Village Clerk are hereby authorized to execute the
attached lease entitled "Lease Agreement for Food Service, Buffalo Grove Train Station" dated as
of the 8t` day of September, 2008.
SECTION 2. Village staff is hereby directed to ensure that this lease is implemented beginning
September 8, 2008 and that service standards are maintained as a result of the sale transaction.
AYES : 5 — Braiman, Glover, Berman, Kahn, Trilling
NAYES . 0 —None
ABSENT: 1 — Rubin
PASSED: September 8 , 2008. APPROVED: September 8 , 2008.
VILLAGE PRESIDENT
ATTEST:
VIVLAGE CLERK,,h
LICENSE AGREEMENT FOR FOOD SERVICE
BUFFALO GROVE TRAIN STATION
This license is entered into as of the 8th day of September, 2008, by and between
the Village of Buffalo Grove, a Municipal Corporation ( "Grantor "), and Jake
Enterprises, LLC, a limited liability corporation ( "Licensee ").
PRELIMINARY STATEMENT
WHEREAS, Grantor and the Commuter Rail Division (CRD) of the Regional
Transportation Authority, a division of an Illinois Municipal Corporation, have
entered into a Commuter Station Development Agreement dated May 24, 1995, and a
License for Location of Fixed Facilities for Public Transportation On Properties
of Wisconsin Central Ltd., dated May 20, 1996 which instruments govern the
construction, operation and maintenance of improvements to Village property for
the purpose of providing commuter rail station facilities and the sublicense of
certain portions of the property from the CRD for the same purposes ( "Underlying
Agreements "); and,
WHEREAS, Grantor desires to license a portion of the commuter rail station
consisting of approximately one hundred twenty (120) square feet as shown on
Exhibit A, attached hereto and made a part hereof ( "Premises ") to the Licensee,
and Licensee desires to license Premises from the Grantor, on the terms and
conditions set forth in this Agreement_
NOW, THEREFORE, IN CONSIDERATION of the rent and the covenants below, the
Grantor and Licensee do hereby agree as follows:
SECTION I. - Purpose and Interests
A. Purpose. Licensee shall occupy and use the Premises for the
following purposes only: food concession sales, coffee, juice, tea
and soft drink sales, milk, and other non- alcoholic beverages;
magazine and newspaper services; personal hygiene products (travel -
sized lotion, battery, eye drops, etc.) and such other items as may
be approved by the Grantor in writing.
B. Underlying Agreements. Licensee recognizes that Grantor's interest
in the Premises is that of a tenant except as expressly provided
herein. This Agreement is subject and subordinate to and controlled
by the terms, covenants and conditions of the Underlying Agreements.
Licensee and Grantor agree to observe and perform all the
obligations imposed on Grantor under the Underlying Agreements with
respect to the Premises except for the payment of rent, Grantor's
contributions for improvements, and those provisions of the
Underlying Agreements which do not apply to this Agreement.
Licensee and Grantor shall neither do nor permit anything to be done
which would cause the Underlying Agreements to be .terminated or
forfeited by reason of any right of termination or forfeiture
reserved or vested in the CRD under the Underlying Agreements, or
which would cause the Grantor to be in default under the Underlying
Agreements. Licensee shall indemnify and hold Grantor harmless from
and against all claims, costs or expenses of any kind whatsoever,
including attorneys' fees, by reason of any breach or default on the
part of the Licensee which would cause the Underlying Agreements to
be terminated or forfeited or caused the Grantor to be in default
thereunder. Grantor shall indemnify and hold Licensee harmless from
and against all claims, costs or expenses or any kind whatsoever,
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including attorneys' fees, by reason of any breach or default on the
part of the Grantor which cause the Underlying Agreements to be
terminated or forfeited or cause the Licensee to be in default
thereunder.
SECTION II - Terms and Conditions
A. Term. Grantor hereby licenses to Licensee the exclusive rights to
operate a food service operation (as more fully set forth in Section
I -A. above) located at the Buffalo Grove Commuter Rail Station Depot
at 825 Commerce Ct., Buffalo Grove., Illinois. The Premises is
depicted on Exhibit A attached hereto and is to be used and occupied
by Licensee for the term commencing September 15, 2008 through
September 30, 2011 with options to extend for up to two (2)
additional years upon terms mutually acceptable to both parties to
the license unless otherwise terminated as hereinafter set forth
with a final date of this Agreement to be through September 30,
2015. Additional two (2) year option periods may be granted 'by
Licensee upon terms mutually acceptable to both parties.
During each weekday of the term, Licensee shall be open for business
from 5:30 a.m. to 8:30 a.m., or as otherwise agreed upon in writing
by the parties.
B. Extension of Agreement. The. Licensee shall have the option and
right of first refusal to extend this Agreement upon such terms and
conditions as are mutually agreed upon. The right to extend such
License shall be considered, provided that the Licensee is not
presently in default under any of its terms, conditions and
obligations under this Agreement. Licensee must give written notice
of such election to exercise option(s) to Grantor at least sixty
(60) days prior to the expiration of the term herein provided.
C. Lawfulness. Licensee shall not conduct or permit any conduct on the
demised Premises which is contrary to the laws of any governmental
authority.
D. Compliance. During the term of this Agreement, Licensee shall
comply with all Federal, State, County and Village statutes and
ordinances.
E. Licenses. Licensee shall obtain a Village of Buffalo Grove business
license and any and all applicable State or Federal licenses prior
to opening for sales to the public. In the event Licensee is unable
to obtain or retain any such licenses, then this License shall be
null and void.
F. Signs. Licensee may be permitted to display signs as permitted by
the Village. Grantor shall pay for the construction of any such
signs unless shared with the Licensee as part .of Licensehold
Improvements. At termination of this License, any such signs shall
become the Grantor's property.
G. Tobacco and Liquor Sales. Licensee shall have the right to sell
tobacco products over the counter but not through a vending machine.
Licensee shall obtain the required license and shall conform to
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Village ordinances. The sale of alcoholic beverages is strictly
prohibited
H. Proprietary Interests. Licensee shall retain all rights to any
business names, concepts or other proprietary interests established
during the term of this License, and Grantor herein waives any
claims to such interests.
I. Right of Entry. Grantor shall have the right to enter the Premises
upon reasonable notice to Licensee.
J. Exclusive Rights to Sales. As long as Licensee performs all of the
Licensee's obligations under this Agreement, Licensee shall have
peaceful and quiet enjoyment of the Premises for the term of the
License or any extensions entered into as a result of exercising an
extension option. Grantor agrees that its own or its licensed
adjacent properties related to commuter rail service shall not be
used by any other vendors selling goods similar to the Licensee's
products.
K. Taxes. Licensee shall pay when due any taxes assessed and levied
against the Premises, or taxes levied against the licensees interest,
resulting from or on account of this Agreement or licensees interest
in this agreement.
L. Vending Machines: Provided Licensee shall obtain and maintain proper
licenses for same, Licensee shall have the right to maintain public
vending machines (for other than cigarettes of liquor) within the
area of the leased premises. (The amount of the total gross sales
generated by said machines shall be included in determining the
amount of rent due, per Section III A. below.)
SECTION III - Compensation
A. Rent. Licensee agrees to pay Grantor, at the address provided in
Section VII B. of this Agreement, the following rent:
Beginning September 15, 2008 and payable monthly in arrears,
Licensee shall pay as rent a sum equivalent to 5% of gross food and
beverage sales, excluding sales tax and service charges (defined as
gratuities and other fees charged over and above food and beverage
sales) to Grantor, for all food and beverage sales on the Premises
and surrounding areas. Licensee shall submit monthly, certified
computer generated sales figures to Grantor along with an operating
statement to support the remittance which identifies service
charges.
Monthly installments of rent shall be payable no later than one
month (28 -31 days). after the end of the month so concluding. By
means of example, rent due the Grantor for September, 2008 will be
due, with applicable reporting to support the remittance, by
November 1, 2008 and so on.
Licensee shall maintain true, accurate and complete books and
records of its operations at the Premises and retain the books and
records for each year for not less than three (3) years thereafter.
Such books and records shall be available for inspection by Grantor
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or its agents or representatives during business hours upon
reasonable prior notice.
All installments of rent if not paid by the 1st .day of the
appropriate month as noted above shall bear interest from the date
due to the date paid at the rate of eighteen percent (18 %) per
annum, or at the maximum legal rate of interest, whichever is lower.
B. Security Deposit. At the option of the Grantor, Licensee shall pay
to Grantor a refundable, cash security deposit which shall be held
in an interest - bearing account in the amount of $500.00 for the
faithful performance of this license. Failure to pay such a
security deposit shall be considered a condition of default under
the Agreement.
The security deposit shall be maintained in the event Licensee
defaults in respect to any of the terms, provisions and conditions
of this Agreement including but not limited to the payment of rent.
Grantor may use, apply or retain the whole or any part of the
security so deposited to the extent required for the payment of any
rent or any other sum to which the Licensee is in default. Within
forty -five (45) days of the termination of this Agreement, and
provided Licensee is not in default, Grantor shall return to the
Licensee such amounts that remain as the security deposit at the
time of termination.
SECTION IV - Condition of Premise
A. Condition of Premises. Licensee shall maintain, clean and keep in
good repair all areas related to the food concession and vending
areas within the depot and adjacent areas where food and beverage
will be provided from time to time. Licensee agrees to provide
general cleanup and maintenance immediately adjacent to the
concession area during its hours of.operation by cleaning up coffee
spills and other spills relating to the operation of the Premises.
Licensee shall notify the Grantor's Public Works Building Supervisor
if the washrooms or areas outside the Premises need cleaning or
maintenance prior to the Grantor's regular maintenance schedule.
This would include such areas as the platform, parking lot, parking
or platform lighting,. or the grounds around the retention basin.
Licensee shall accept the Premises in its existing condition on the
commencement date and Licensee taking possession of the Premises
shall be conclusive evidence that the Premises were then in good
order, repair and satisfactory condition. No promise of Grantor to
alter, remodel, improve, repair, decorate or clean the Premises or
any part thereof and no representation respecting the condition of
the Premises has been made to Licensee by Grantor. Licensee agrees
to vacate the Premises at the expiration of this Agreement and
Licensee shall leave the Premises in the same condition as at the
commencement date, ordinary wear and tear and loss by fire or other
casualty excepted. Any improvements and alterations approved by the
Grantor shall not be of a permanent nature and shall be removed by
the Licensee unless otherwise mutually agreed upon by the parties.
B. Decorating. Licensee will, at its own cost and expense, make any
necessary alterations required; however, no alterations shall be
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made without the prior written consent of the Grantor. Licensee
shall make all repairs necessary to keep the Premises in good
condition and repair. Repairs to the Premises necessitated by
ordinary wear and tear, by storm, fire, wind or other casualties
shall be the sole responsibility of Licensee.
SECTION V - Termination & Assignment
A. Termination. 1) . In the event of any default in the terms hereof and
if the same are not corrected within thirty (30) days of written
notice [with the exception being the failure to remit rent which
should be corrected within five (5) days from written notice of
same], the Grantor may terminate the Agreement and take possession
of the Premises, improvements and equipment with the institution of
eviction proceedings and the exercise of due process of law. Each
of the parties hereto shall have the recourse to any Court of Law or
equity to enforce the provisions of this License as set forth
herein. 2) .. In the event that Grantor shall desire to regain
possession of the Premises for any other reason, Grantor shall have
the option of so doing upon sixty(60) day written notice to
Licensee.
B. Bankruptcy. In the event that Licensee shall become bankrupt or
shall make a voluntary assignment for the benefit of creditors, or
in the event that a receiver is appointed, then, at the option of
the Grantor on thirty (30) days written notice, this Agreement may
be terminated.
C. Casualty. In case the Premises shall be rendered untenantable
during the term of this License by fire or other casualty, Grantor
at its option may terminate this License or repair the Premises
within ninety (90) days thereafter, which may be extended due to
circumstances brought upon by the extent of the loss. No rent shall
be due and owing from the date of the fire or other casualty until
the date the Premises is rendered tenantable. If Grantor elects to
repair, this License shall remain in effect provided such repairs
are completed in an expeditious manner. If Grantor shall not have
repaired the Premises within an agreed time, then Licensee may
terminate this Agreement. If this Agreement is terminated by reason
of fire or casualty as herein specified, rent shall be apportioned
and paid to the day of such fire or other casualty.
D. Assignment. The Licensee shall not have the right to assign this
Agreement without the Grantor's prior written consent. Consent shall
be based on, but not limited to, the following criterion: financial
ability to perform, knowledge in the business of operating
comparable food facilities, ability to maintain service levels
required by Grantor that are in conformance with the terms and
conditions of this Agreement. Licensee shall give Grantor one -
hundred twenty (120) days notice prior to any consideration of
assignment.
In the event of any such assignment of this Agreement, the Licensee
shall be released from any and all liability arising or accruing
under this Agreement after the date of such assignment, provided
that the assignee executes, acknowledges and delivers a valid,
binding, and sufficient instrument in writing, directly enforceable
by the Grantor, containing the ass'ignee's assumption and agreement
to pay all rent and other amounts reserved in this Agreement and to
perform all of the covenants, provisions, and conditions thereof,
and that an original of such assumption and agreement be delivered
to the Grantor. In no other circumstance shall the Licensee be so
released, nor shall the acceptance of rent by the Grantor from any
such assignee in any case operate or be taken to work or effect such
relicense.
E. Rail Services. CRD and Grantor make no warranties or
representations expressed or implied, as to continued rail service
to the Premises. If CRD terminates commuter rail service, this
license shall likewise terminate.
SECTION VI - Insurance and Indemnification
A. Insurance. Licensee shall (during the term and any extension(s)
hereof) maintain insurance acceptable to Grantor and such insurance
shall be in the following amounts:
A. Worker's Compensation at the required statutory levels.
B. General Liability ($1,000,000/$2,000,000 bodily injury and
property damage). Grantor shall be named as an additional
insured as their interest appears. This will not require
Licensee to provide insurance to cover parking lot.
C. Grantor shall provide fire and extended coverage on the
building and its contents which insurance policy shall contain
a "Waiver of Subrogation" against Licensee.
Licensee will be responsible for providing its own insurance
covering its equipment and inventory. Evidence of such insurance
shall be furnished to Grantor prior to Licensee taking possession of
the Premises. Licensee shall in addition to providing certificates
of insurance to Grantor for the above named coverages, name the
Village of Buffalo Grove as an additional insured and provide for
the hold harmless of the Village, its employees, officers and agents
from any and all causes of action, claims, losses, injury, damages,
legal expenses, fees, and other costs that may arise from the
operation of Premises and execution of this License by the Licensee.
B. Indemnification. Licensee agrees to indemnify and hold harmless
Grantor and CRD and defend from all claims, demands, liabilities,
judgments, costs and expenses, including attorneys' fees, arising or
growing out of loss or damage to property and all injury to or death
of any persons which is in, upon or about any part of the Premises,
whenever such loss or damage to the property or injury or death is
caused by Licensee's negligence or arises from Licensee's operations
pursuant to this Agreement.
SECTION VII - General Conditions
A. Authorized Representative. The only authorized agent of the Grantor
shall be the Grantor's Village Manager or designee. The authorized
agent of the Licensee shall be John Y. Hsiao.
B. Notices. All notices provided herein, to be effective upon receipt,
shall be served personally or made by certified mail with return
receipt to the parties hereto as follows:
Grantor: Village of Buffalo Grove
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50 Raupp Boulevard
Buffalo Grove, IL 60089
Attn: Village Manager
Licensee: Jake Enterprises, LLC
C/o John Y. Hsiao, Manager
4370 Lindenwood Lane
Northbrook, Illinois 60062
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C. Entire Agreement. All the representations and obligations of the
parties, if any, are contained herein. No modifications, waiver, or
amendment of this Agreement, or any of its terms, shall be binding
upon Grantor unless such are in writing and signed by a duly
authorized official of the Grantor.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of this day and year first above written.
GRANTOR: LICENSEE:
Village of Buffalo Grove
-Village-President
Jake Enterprises, LLC, by John Y. Hsiao,
Manager
ATTEST: