2024-04-15 - Resolution 2024-10 - AUTHORIZING THE EXECUTION OF A LICENSE AGREEMENT FOR FOOD SERVICE AT THE BUFFALO GROVE COMMUTER RAIL STATION .,
RESOLUTION NO.2024-10+
A RESOLUTION AUTHORIZING THE EXECUTION OF A LICENSE AGREEMENT
FOR FOOD SERVICE AT THE BUFFALO GROVE COMMUTER RAIL STATION
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WHEREAS the Village of Buffalo Grove is a home rule unit pursuant to the '
Illinois Constitution of1970; and �
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WHEREAS it has previously been determined that it is in the best interest of
the Village to license food and beverage services at the Buffalo Grove Metra
Commuter Rail Station; and �
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WHEREAS, Hamid Javed,the current licensee, desires to sell their business,
which has been contracted to be purchased by Arminda�Hernandez contingent
upon the approval of a License Agreement which is attaehed to this resolution; and
WHEREAS, it has been determined that Arminda ,Hernandez 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.
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NOW,THEREFORE, BE IT RESOLVED by the President a;nd Board of Trustees of the
Village of Buffalo Grove, Cook and Lake Counties, Illinois as follows:
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SECTION 1. The foregoing recitals are hereby adopted and incorporated and made a
part of this Resolution as if fully set forth herein.
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SECTION 2. The License agreement between the Village�of Buffalo Grove and
Hamid Javed is terminated. �
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SECTION 3. The Village President and Village Clerk are h;ereby authorized to execute
the attached license entitled " License Agreement for Food Service, Buffalo Grove
Train Station" dated as of the 15t'' day of April,2024 I
SECTION 4. Village staff is hereby directed to ensure tha;t this license is
implemented beginning April 19,2024 and that service standards are maintained as
a result of the sale transaction.This resolution is subject to the closing of the
purchase contract byArminda Hernandez.
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SECTION 5. This Resolution shall be in full force and efFect from and after its passage
and approval. !
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AYES: 6-Johnson. Cesario, Ottenheimer. Stein, Bocek. Weidenfeld
NAYES: 0- None �
ABSENT: 0- None �
PASSED: Apri115.2024
APPROVED: Aqri115. 2024 �I
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ATTEST: AR OVED:
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C�,�`�r1.
Ja . Sirabian,Village Clerk Eric N.Smi�th,Vi lage President
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LICENSE AGREEMENT FOR FOOD SERVICE
BUFFALO GROVE TRAIN STATION
This license is entered into as of the 15th day of April, 2024, by and between the Village of
Buffalo Grove, an Illinois municipal corporation ("Grantor"), and Arminda Hernandez
("Licensee").
PRELIMINARY STATEMENT
WI�REAS, 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 properiy 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 Tweniy (120) square feet as shown on Exhibit A, attached
hereto and made a part hereof ("Premises") to Licensee, and Licensee desires to license
Premises from the Grantor, on the terms and conditions set foi h 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—Purnose 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. Underlvin�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 A�eements. Licensee and
Grantor agree to observe and perform all the ob�igations 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 whicli 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 wliich would cause the
Underlying Agreements to be terminated or forfeited or caused 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,
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 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 E�ibit A attached hereto
and is to be used and occupied by Licensee for the term commencing April
19, 2024 through March 31, 2026 with options to extend for up to three (2)
additional two (2) year terms 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 March 31� 2032.
1. Hours of Operation. During each weekdi y of the term, Licensee shall
be open for business from 5:30 a.m. to 8�:30 a.m.,Licensee may be
open from 8:30 a.m. to 7:00 p.m., or as otherwise agreed upon in
writing by the parties.
B. Extension of A�reement. Licensee shall have he 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 Licensee is not presently in default under any of its terms,
conditions and obligations under this Agreemerit. 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 provid�ed.
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 Agreemerit, 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. Si�ns. Licensee may be permitted to display signs as permitted by the Village.
Grantor shall pay for the construction of any su�ch signs unless shared with
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Licensee as part of Licensehold Improvements. At the termination of this
License, any such signs shall become Grantor's property.
G. Tobacco and Liquor Sales. Licensee shall havle 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 Village ordinances. The sale
of Alcohol 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. Ri�ht 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 Licensee's
obligations under this Agreement,Licensee sha�ll have peaceful and quiet
enjoyment of the Premises for the term of the L�cense or any extensions
entered into as a result of.exercising an extension option. Grantor agrees that
its own or its licensed adjacent properties relate�d to commuter rail service
shall not be used by any other vendors selling goods similar to Licensee's
products.
K. Taxes. Licensee shall pay when due any taxes assessed and levied against the
Premises, or taxes levied against Licensee's interest,resulting from or on
account of this Agreement or licensees interest in this agreement.
L. Vendin�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 or liquor) within the area of the licensed
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 May 1, 2024 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 arid 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 alo�ng 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. For example, Rent due to
Grantor for May 2023 will be due, with applicable reporting to support the
remittance, by July 1, 2023 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 or its agents or representatives during I
business hours upon reasonable prior notice.
If not paid by the first day of the appropriate month as noted above, all
instaliments of Rent shall bear interest from the date due to the date paid at a
rate of eighteen percent(18%) per annum, or at the maximum legal rate of
interest, whichever is lower.
B. Securitv Deposit. At the option of 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 default under the
Agreement.
In the event of Licensee default,the Security Deposit may be used to cure said
default, including but not limited to the payment of Rent. Grantor may use,
apply, or retain the whole or any part of the Security Deposit to the extent
required for the payment of any rent or any other sum to which 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 Licensee the
amount that remains as the Security Deposit at the time of termination.
SECTION IV—Condition of Premises
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 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 a.ny 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 Grantor
shall not be of a permanent nature and shall be 'removed by Licensee unless
otherwise mutually agreed upon by the parties.
B. Decoratin�. Licensee will, at its own cost and expense, make any necessary
alterations required; however, no alterations shall be made without the prior
written consent of 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 & Assi�nment I'I
A. Termination. I�
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 II
being the failure to remit rent, which should be corrected within five 'i
(5) days from written notice of same), Grantor may terminate the
Agreement and take possession of the Pr,emises, 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 providing sixty (60) day written notice to Licensee.
B. Bankruatcy. In the event that Licensee (1) becomes bankrupt, (2) makes a
voluntary assignment for the benefit of any creditor, or(3) if a receiver is
appointed, Grantor may terminate this Agreement by providing a thirty (30)
day written notice to Licensee.
C. Casual . If the Premises shall be rendered untenantable during the term of
this License by fire or other casualty, Grantor, at its option, may either(1)
terminate this License or(2)repair the Premises within ninety (90) days
thereafter. This time period 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 has not repaired
the Premises within the agreed time,Licensee may terminate this Agreement.
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If this Agreement is terminated by reason of fire or casualty as herein
specified, Rent shall be prorated and paid to the day of such fire or other
casualiy. I
D. Assi�nment. Licensee shall not have the right to assign this Agreement
without Grantor's prior written consent. Conserit shall be based on, but not ,
limited to, the following criterion: (1) financiallability to perform, (2) i
knowledge in the business of operating comparable food facilities, (3) ability I,
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 Iconsideration of assignment.
In the event of any such assignment of this Ag�eement, Licensee shall be
released from any and all liability arising or accrumg under this Agreement
after the date of such assignment, provided tha�the assignee executes,
acknowledges and delivers a valid,binding, and sufficient instrument in
writing, directly enforceable by Grantor, containing the assignee's assuxnption
and agreement to pay all Rent and other amourits 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 Grantor. In
' no other circumstance shall Licensee be so released, nor shall the acceptance
of Rent by Grantor from an such assi ee in an case o erate or be taken to
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work or affect such relicense. I
E. Rail Services. CRD and Grantor make no warranties or representations,
express 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) hereo fl
maintain insurance acceptable to Grantor and such insurance shall be in the
following amounts:
1. Worker's Compensation at the require i statutory levels.
2. 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�icensee to provide insurance to
cover the parking lot. I
3. 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 that the Village, its employees, officers and agents, shall be held
harmless 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 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 properiy 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 Grantor shall be
Grantor's Village Manager or designee. The authorized agent of Licensee
shall be Arminda Hernandez, an individual("Owner").
B. Notices. All notices provided herein,to be effective upon receipt, shall be
served personally or made by certified mail wi'th return receipt to the parties
hereto as follows:
Grantor: Village of Buffalo Grove
50 Raupp Boulevard
Buffalo Grove, IL 60089
Attn: Village Manager
Licensee: Arminda Hernandez
C. Entire A�reement. 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 offi;cial 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:
Vil ffalo Grove Arminda Hernandez
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