Loading...
HomeMy WebLinkAbout03-196Resolution No. 03 -196 RESOLUTION AUTHORIZING EXECUTION OF A COMMERCIAL LEASE AGREEMENT WITH THE ELGIN AREA CHAMBER OF COMMERCE (31 S. Grove Avenue) BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS, that David M. Dorgan, City Manager, and Dolonna Mecum, City Clerk, be and are hereby respectively authorized and directed to execute a written commercial lease agreement with the Elgin Area Chamber of Commerce for the premises commonly known as 31 S. Grove Avenue, Elgin, Illinois, a copy of which is attached hereto and made a part hereof by reference. s/ Ed Schock Ed Schock, Mayor Presented: June 25, 2003 Adopted: June 25, 2003 Vote: Yeas: 7 Nays: 0 Attest: s/ Dolonna Mecum Dolonna Mecum, City Clerk COMMERCIAL LEASE AGREEMENT THIS LEASE is made and entered into this 05 - day of /�� , 2003, by and between the City of Elgin, an Illinois municipal corporation (hereinafter referred to as the "Lessor "), and Elgin Area Chamber of Commerce, an Illinois not - for -profit corporation (hereinafter referred to as "Lessee "), and constitutes a Lease between the parties of the Premises as identified in the Basic Lease Provisions below, on the terms and conditions and with and subject to the covenants and agreements of the parties hereinafter set forth. WITNESSETH: 1. Basic Lease Provisions The following are certain lease provisions which are part of, and, in certain instances, referred to, in subsequent provisions of this Lease: Term of Lease: Lessor's Name and Address: Lessee's Name and Address: . Premises to be Leased within Building: Rent: Permitted Use: Security Deposit: 2. Grant Beginning July 1, 2003 and ending June 30, 2008, unless otherwise terminated as provided herein. City of Elgin 150 Dexter Court, Elgin, IL 60120 -5555 Elgin Area Chamber of Commerce P.O. Box 648, Elgin, IL 60120 31 South Grove Street, Elgin, Illinois Those portions of the first floor of the Buildingthat have been identified as "Chamber Space," as depicted in Ex- hibit A, attached to and incorporated into this Agree- ment. $20,000.00 per annum commencing on October 1, 2003. General office purposes. None. Premises. Lessor is leasing the area depicted on Exhibit A to this Lease within the com- mercial office building commonly known as 31 South Grove Street, Elgin, Illinois (hereinafter referred to as the "Premises ") to Lessee in consideration of the rent to be paid and the covenants to be performed by Lessee. 3. Rent 0 0 Rent. Lessee agreegto pay to the Lessor the sum of twenty thousand and no/ 100 dollars ($20,000.00) anwAQy as the total rent due under the terms of this Lease. The rent shall be paid annually in advance with the first such payment being due on October 1, 2003 and thereafter on � of 2004, 2005 and 2006. The annual rent payment due on October 1, 2007 shall b fifteen of dollars ($15,000.00), that sum representing the prorated amount of th final nine -month term of the Lease. 4. Conduct of Business by Lessee #4,09— f/ *14) Use of Premises. Lessee shall use and occupy the Premises during the continuance of this Lease solely for the Permitted Use set forth in the Basic Lease Provisions, and for no other purpose or purposes without the prior written consent of Lessor. If any governmental license or permit shall be required for the proper and lawful conduct of Lessee's business or other activity carried on in the Premises or if a failure to procure such a license or permit might or would, in any way, affect Lessor or the Premises, then Lessee, at Lessee's ex- pense, shall procure and maintain such license or permit. Lessee shall promptly comply with all laws and ordinances and lawful orders and regulations affecting the Premises and the cleanliness, safety, occupancy, and use of same. Lessee agrees that it will conduct its business in the Premises in a lawful manner and in good faith. Lessee shall not cause or permit the use, generation, storage, or disposal in, on, or about the Leased Premises or the Premises of any substances, materials, or wastes subject to regulation under any Federal, state, or local laws from time to time in effect concerning hazardous, toxic, or radioactive materials. Care of Premises. Lessee shall keep the Premises (including the service areas adjacent to the Premises, windows, and signs) orderly, neat, safe, and clean. 5. Alterations; Lessee and Lessor Alterations Lessee may make interior revisions to the Premises, subject to all applicable code regula- tions and prior written approval of Lessor, which approval shall not be unreasonably withheld. All alterations, decorations, additions, and improvements made by Lessee shall be deemed to have attached to the leasehold and to have become the property of Lessor upon such attachment, and upon expiration of this Lease, Lessee shall not remove any of such alterations, decorations, additions, and improvements, except trade fixtures installed by Lessee may be removed if all rents due herein are paid in full and Lessee is not other- wise in default hereunder. Prior to commencing any renovation work approved by Les- sor, Lessee shall procure certificates of insurance from all contractors and subcontractors showing general liability and worker's compensation coverage and naming Lessor as an additional insured. Lessee shall in any event be responsible for repairing any damage caused to the Premises by virtue of any unauthorized alteration, addition, or improvement installed by or on behalf of Lessee. `a 6. Signs Lessee agrees not to use any advertising media without first receiving written approval from the Lessor. All signage shall be professionally prepared and Lessee further agrees to maintain any such sign, awning, canopy, decoration, lettering, advertising matter, or other thing, as may be approved, in good condition and repair at all times. 7. Maintenance of Leased Premises Lessor shall not be called upon to make any other improvements or repairs of any kind to the Premises. Lessee shall keep and maintain the Premises in a clean, sanitary, and safe condition in accordance with the laws of the State of Illinois and in accordance with all directions, rules, and regulations of the health officer, fire marshal, building inspector, or other proper officials of the governmental agencies having jurisdiction at the sole cost and expense of Lessee, and Lessee shall comply with all requirements of law, ordinance, and otherwise, affecting the Premises. If Lessee refuses or neglects to commence and /or com- plete the repairs required by the provisions of this Section promptly and adequately, Lessor may, but shall not be required to do so, make and complete said repairs, and Lessee shall pay the cost thereof to Lessor upon demand, as additional rental. At the time of the expiration of the tenancy created herein, Lessee shall surrender the Premises, including all systems covering the same in good condition, reasonable wear and tear, loss by fire or other unavoidable casualty, excepted. Lessee shall keep the Premises and all other parts of the Premises free from any and all liens arising out of any work performed, materials furnished, or obligations incurred by or for Lessee, and agrees to bond against or dis- charge any mechanic's or materialmen's lien within ten (10) days. Lessee shall reimburse Lessor for any and all costs and expenses which may be incurred by Lessor by reason of the filing of any such liens and / or the removal of same, such reimbursement to be made within ten (10) days after receipt by Lessee from Lessor of a statement setting forth the amount of such costs and expenses. The failure of Lessee to pay any such amount to Lessor within said ten (10) day period shall carry with it the same consequences as failure to pay any installment of rental. Lessee, at its own expense, shall install and maintain fire extin- guishers and other fire protection devices as may be required from time to time by any agency having jurisdiction thereof and the insurance underwriters insuring the Building. Lessee further agrees to comply with any and all requirementsof the insuranceunderwrit- ers insuring the Leased Premises. Lessor shall maintain the exterior of the Building as well as the Building's mechanical systems and its exterior and interior common areas. 8.Insurance As additional rent for the Premises, Lessee shall procure and maintain policies of insurance written in occurrence form, at its own cost and expense, insuring: A. Lessor and Lessee from all claims, demands or actions for injury to or death of any person in an amount of not less than $1,000,000.00, for injury to or death of more than one person in any one occurrence and an umbrella liabilitypolicy in an amount of not less than $1,000,000.00, and for damage to property in an amount of not less 3 than $500,000.00 made by, or on behalf of, any person or persons, firm or corpora- tion arising from, related to or connected with the Premises. B. Lessee from all worker's compensation claims. C. All contents, and Lessee's trade fixtures, machinery, equipment, furniture and furnishings in the Premises to the extent of at least ninety percent (907o) of their re- placement cost under standard fire and extended coverage insurance, including, without limitation, vandalism and malicious mischief. The aforesaid insurance shall be in companies and in form, substance and amount (where not stated above) satis- factory from time to time to Lessor. The aforesaid insurance shall not be subject to cancellation except after at least thirty (30) days prior written notice to Lessor. The original insurancepolicies (or certificatethereof satisfactory to Lessor) together with satisfactory evidence of payment of the premiums thereon, shall be deposited with Lessor at the beginning date of this Lease, and renewals thereof not less than thirty (30) days prior to the end of the term of each such coverage. Lessee shall provide Lessor with a Certificate of Insurance naming Lessor as an additional insured party indicating the above coverage on an annual basis. 9. Covenant To Hold Harmless To the fullest extent permitted by law, Lessee agrees to indemnify, defend and hold harm- less Lessor, its officers, employees, boards and commissions from and against any and all claims, suits judgments, costs, attorney's fees, damages or other relief arising out of or resulting from or through or alleged to arise out of any reckless or negligent acts or omis- sions of Lessee's officers, employees or agents in the performance of this agreement. In the event of any action against the Lessor, its officers, employees, agents, boards or commis- sions covered by the foregoing duty to indemnify, defend and hold harmless, such action shall be defended by legal counsel of the Lessors choosing. 10. Utility Charges Lessor shall be solely responsible for and promptly pay all charges for water, gas, heat, electricity, sewer, and any other utility used upon or furnished to the Premises, provided, however, that Lessee shall be solely responsible for the provision and payment of tele- phone services for the Premises. 11. No Assignment or Subletting Lessee agrees not to assign or in any manner transfer this Lease or any estate or interest therein without the prior consent of Lessor, and not to sublet the Premises or any part or parts thereof or allow anyone to come in with, through, or under it without like consent. It is understood and agreed that Lessors consent hereunder (and wherever else in this Lease required, unless specifically provided to the contrary) may be arbitrarily withheld, notwithstanding any statutory or other provisions of law to the contrary. C! 12. Waste and Nuisance Lessee shall not commit or suffer to be committed any waste upon the Premises or any nuisance or other act or thing which may disturb the quiet enjoyment of any other Lessee in the Building. Lessee shall not use or permit to be used any medium that might constitute a nuisance, such as loudspeakers, sound amplifiers, phonographs, radios, televisions, or any other sound - producing device which will carry sound outside the Premises. 13. Destruction of Leased Premises In case the Premises shall be rendered untenable by fire, explosion or other casualty, Lessor may, at its option, terminate this Lease or repair the Premises within sixty days. If Lessor does not repair the Premises within said time, or the Building shall have been wholly destroyed, the term hereby created by the Lease shall cease and determine. 14. Eminent Domain If the whole of the Premises hereby leased shall be taken by any public authority under the power of eminent domain, or by deed in lieu thereof, then the term of this Lease shall cease as of the day possession shall be taken by such public authority and the Rent and other charges due hereunder, shall be paid up to that day with a proportionate refund by Lessor of such rent as may have been paid in advance for a period subsequent to the date of the taking. If less than the whole of the Premises shall be taken under eminent domain, Lessor shall have the right either to terminate this Lease and declare same void, or require Lessee to continue in the possession of the remainder of the Premises if such can reasona- bly be accomplished. Lessor shall notify Lessee in writing within twenty (20) days after such taking of Lessor's intention. If the Lessee is to remain in possession, all of the terms herein provided shall continue in effect, (except that the Fixed Minimum Annual Rental shall be reduced in proportion to the amount of the Premises, if any, taken.) All damages awarded for such taking under the power of eminent domain, whether for the whole or a part of the Premises, shall belong to and be the property of Lessor whether such dam- ages shall be awarded as compensation for diminution in value to the leasehold or to the fee of the Premises. The Lessee may pursue its own claims for damages with the appropri- ate government authority so long as same does not interfere with, or in any manner diminish, the award of Lessor. 15. Default of the Lessee Definition of Event of Default. Each of the following shall be deemed an event of default: (i) Lessee's failure to make payment of rent or other charges as provided in this Lease; (ii) Lessee's failure to perform any of the covenants, terms, conditions, or provisions of this Lease; (iii) if a petition is filed by or against Lessee for relief under the bankruptcy laws, or Lessee shall make an assignment for the benefit of creditors, or if a receiver of any prop- erty of the Lessee be appointed in any action, suit, or proceeding by or against Lessee, or if Lessee shall admit that it is insolvent, or it is generally not paying its debts as such debts become due, or if the interest of Lessee in the premises shall be sold under execution or 5 other legal process, or if Lessee shall abandon the premises; (iv) Lessee vacates or aban- dons the premises; (v) this Lease or the Premises or any part of the Premises are taken upon execution or by other process of law directed against Lessee, or are taken upon or subject to any attachment at the instance of any creditor or claimant against Lessee, and the attachment is not discharged or disposed of within fifteen (15) days after its levy; (vi) Lessee is dissolved. Notwithstanding anything herein to the contrary, Lessee shall not be entitled to more than one (1) notice for monetary defaults during any twelve (12) month period, and if after such notice any rent is not paid when due, an event of default will be considered to have occurred without further notice. Upon the occurrence of an event of default, Lessor shall have the right to terminate the Lease and shall be entitled to posses- sion of the Premises. Lessor may make its election to terminate known to Lessee by deliv- ery of a notice of termination. Such termination shall be immediately effective and Lessor shall be entitled to forthwith commence an action in summary proceedings to recover possession of the Premises, but such termination shall not terminate Lessee's liabilities hereunder. Lessee waives all notice in connection with such termination, including by way of illustration, but not limitation, notice of intent to terminate, demand for possession or payment, and notice of re- entry. No receipt of money by the Lessor from the Lessee after the termination of this Lease shall reinstate, continue, or extend the term, nor affect or waive any notice given by the Lessor to the Lessee prior to such receipt of money. Right to Re- Enter. If the event of default is for the nonpayment of rent, Lessor may, as an alternative to terminating the Lease, serve a notice for possession or payment. Unless the rent, additional rent, and any other amounts due under this Lease are paid in accordance with the demand for possession or payment, Lessor shall be entitled to possession of the Premises and Lessee shall have no further right to possession under the Lease, but Lessee shall not be relieved of any of its liability hereunder. Lessee shall remain liable to Lessor for the payment of all rent and other charges which Lessee has agreed to pay under this Lease throughout the remainder of its term. Should Lessor elect to re- enter, as herein provided, it may from time to time, without terminating this Lease, make such alterations and repairs as may be necessary in order to relet the Premises, and relet said Premises or any part thereof for such term or terms (which may be for a term extending beyond the term of this Lease) and at such rental or rentals and upon such other terms and conditions as Lessor in its sole discretion may deem advisable. Notwithstanding anything herein to the contrary, Lessor may, without demand or notice, re -enter and take possession of the Premises or any part of the Premises, repossess the same, expel Lessee and those claiming through or under Lessee, and remove the effects of both or either, using such force for such purposes as may be necessary, without being liable for prosecution, without being deemed guilty of any manner of trespass, and without prejudice to any remedies for arrears of amounts payable under this Lease or as a result of any preceding breach of covenants or conditions. Other Remedies. The Lessor's rights, remedies, and benefits provided by this Lease shall be cumulative, and shall not be exclusive of any other rights, remedies and benefits al- lowed by law. Estoppel. The parties agree that they shall rely solely upon the terms of this Lease to govern their relationship. They further agree that reliance upon any representation, act, 9 or omission outside the terms of this Lease shall be deemed unreasonable, and shall not establish any rights or obligations on the part of either party. Independent Covenant. Notwithstanding anything to the contrary, Lessee acknowledges and agrees that its obligation to pay rent under this Lease is an independent covenant, and that such obligation to pay rent is not subject to setoff or recoupment in connection with any action for summary proceedings to recover possession of the Premises. 16. Bankruptcy or Insolvency In the event that a trustee is appointed for Lessee or by Lessee as Debtor -in- Possession, Lessee is liquidated or files a subsequentpetition for reorganization or adjustment of debts under the Bankruptcy Code, Lessee be adjudicated a bankrupt, insolvent, or placed in receivership, or should any proceedings be instituted by or against the Lessee for bank- ruptcy, insolvency, receivership, agreement of composition, or assignment for the benefit of creditors, or if this Lease or the estate of the Lessee hereunder shall pass to another by virtue of any court proceedings, writ of execution, levy, sale or by operation of law, then, and in any of such events, Lessor may, at its option, terminate this Lease and all rights of Lessee hereunder, by giving five (5) days Notice of its election to so terminate to Lessee, or to any trustee, receiver, assignee, or other person in charge of or acting as custodian of the assets or property of the Lessee. Upon the giving of such Notice, this Lease and the term hereof shall end on the date fixed in such Notice, or if no such date is fixed, five (5) days following the proper dispatch of such Notice, and the Lessor shall have the right to remove all persons, goods, fixtures, and chattels from the Premises by force or otherwise, without liability for damages, and all the other rights permitted under this Lease in the event of a default. 17. Access By Lessor Lessor or Lessor's agent shall have the right to enter the Premises at all reasonable times to examine same, and to show them to prospective purchasers or mortgagees, and to make such repairs, alterations, improvements, or additions as Lessor may deem necessary or desirable. 18. Miscellaneous Voluntary Termination of Lease by Lessor. Lessor may at its sole discretion, notwith- standing any provision herein, terminate this Lease in the event Lessor executes with a bona fide purchaser a contract to sell the Building, provided, however, that Lessor first provide ninety (90) days written notice to Lessee to vacate the Premises. Waiver. One or more waivers of any covenant, term, condition, or provision of the Lease by either party shall not be construed as a waiver of a subsequent breach of the same covenant, term, condition,or provision, and the consent or approval by Lessor to or of any act by Lessee requiring Lessor's consent or approval shall not be deemed a waiver of Lessor's consent or approval to or of any subsequent similar act by Lessee. No breach of a covenant, term, condition, or provision of this Lease shall be deemed to have been waived by Lessor, unless such waiver (i) is in writing signed by Lessor, (ii) identifies the breach, and (iii) expressly states that it is a waiver of the identified breach. Observance of Lessor's Rules and Regulations. Lessee shall keep and observe such rea- sonable rules and regulations now or hereafter required by Lessor, which may be neces- sary for the proper and orderly care of the Premises and the Building. Common Space. For the purposes of this Agreement, "Common Space' shall mean those portions of the first floor of the Building that have been identified as "Common Space," as depicted in Exhibit A, attached to and incorporated into to this Agreement. Lessee shall have the authority to schedule and coordinate the use of Common Space by other tenants occupying the Building for use as meeting space for limited time peri- ods, the use of such common space being subject to Lessee's reasonable regulations. No Partnership. Nothing contained in this Lease shall be deemed or construed by the parties hereto, nor by any third party, as creating the relationship of principal and agent or of partnership or of joint venture between the parties hereto. Construction. Whenever herein the singular number is used, the same shall include the plural, and the masculine gender shall include the feminine and neuter genders. The cap- tions, section numbers, article numbers, and index appearing in this Lease are inserted only as a matter of convenience and in no way define, limit, construe, or describe the scope or intent of such sections or articles of this Lease nor in any way affect this Lease. Notice. Any notice, demand, request, consent, approval, or other instrument which may be or is required to be given under this Lease shall be sent by overnight courier or United States certified mail return receipt requested, postage prepaid, and shall be addressed to the addresses and persons set forth hereunder: Mr. Leo Nelson Mr. David M. Dorgan President City Manager Elgin Area Chamber of Commerce City of Elgin P.O. Box 648 150 Dexter Court Elgin, IL 60120 Elgin, IL 60120 -5555 Recording. Lessee shall not record this Lease without the consent of Lessor, whichmay be withheld for any reason whatsoever, in Lessor's absolute discretion. Governing Law. This agreement shall be subject to and governed by the laws of the State of Illinois. Venue for the resolution of any disputes or the enforcement of any rights pur- suant to this agreement shall be in the Circuit Court of Kane County, Illinois. Partial Invalidity. If any provision of this Lease or the application thereof to any person or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Lease shall not be affected thereby and each provision of the Lease shall be valid and enforceable to the fullest extent permitted by law, and the remaining provisions of this 0 Lease shall be interpreted so as to nearly as possible conform to the intent of the parties as indicated in this Lease. 19. Disclaimers AS IS CONDITION. Lessor has made no warranty, express, implied or with regard to suitability for a particular purpose of the Premises nor any fixture nor equipment subject to this Lease. Environmental Hazards. Lessor expressly disclaims any warranty regarding the presence or absence of any environmental hazard on, upon, beneath or within the Premises to include the presence of asbestos or other material. Lessee will not keep or use or permit to be kept or used in or on the premises or any pplace contiguous thereto any flammable fluids, hazardous substances, explosives or space heat- ers. For purposes of this Lease, (a) "hazardous substances" are those substances defined as toxic or hazardous substances, pollutants, or wastes by Environmental Law and the fol- lowing substances: gasoline, kerosene, other flammable or toxic petroleum products, toxic pesticides and herbicides, volatile solvents, materials containingasbestos or formaldehyde, and radioactive materials; (b) "Environmental Law" means federal laws and laws of the jurisdiction where the Premises is located that relate to health, safety or environmental protection; (c) 'Environmental Cleanup" includes any response action, remedial action, or removal action, as defined in Environmental Law; and (d) an 'Environmental Condi- tion means a condition that can cause, contribute to, or otherwise trigger an Environ- mental Cleanup. Lessee shall not cause or permit the presence, use, disposal, storage, or release of any hazardous substances, or threaten to release any hazardous substances, on or in the Prem- ises or the Building. Lessee shall not do, nor allow anyone else to do, anything affecting the Premises or the Building (a) that is in violation of any Environmental Law, (b) which creates an Environmental Condition, or (c) which, due to the presence, use, or release of a hazardous substance, creates a condition that adversely affects the value of the Premises or the Building. Lessee shall promptly give Lessor written notice of (a) any investigation, claim, demand, lawsuit or other action by any governmental or regulatory agency or private party in- volving the Premises and any hazardous substance or Environmental Law of which Lessee has actual knowledge, (b) any Environmental Condition, includingbut not limited to, any spilling, leaking, discharge, release or threat of release of any hazardous substance, and (c) any condition caused by the presence, use or release of a hazardous substance which adversely affects the value of the Premises or the Building. If Lessee learns, or is notified by an governmental or regulatory authority, or any private party, that any removal or other remediation of any hazardous substance affecting the Premises or the Building is necessary, Lessee shall promptly take all necessary remedial actions in accordance with 0 Environmental Law. Nothing herein shall create any obligation on Lessor for an Environ- mental Cleanup. 20. Entire Agreement This Lease and the Exhibits attached hereto and forming a part hereof, set forth all the covenants, promises, agreements, conditions, and understandings between Lessor and Lessee concerning the Premises and there are no covenants, promises, agreements, condi- tions, or understandings, either oral or written, between them other than are herein set forth. No alteration, amendment, change, or addition to this Lease shall be binding upon Lessor or Lessee unless reduced to writing and signed by the party to be charged. IN WITNESS WHEREOF, Lessor and Lessee have signed this Lease as of the day and year first above written. LESSOR: CITY OF ELGIN, an Illinois Municipal Corporation B�� DAVID M. DORGAN, CM MANAGER LESSEE: ELGIN AREA CHAMBER OF COMMERCE, an Illinois Not - for - Profit Comoration &I a ATTEST: 1u.l!0A2.! V K ej 9 • I 5 •s l N W U LL O 2 a O 1 U V u 3 a o O a Z 1 Oi O' i w o 0 LL i NU W m (J R lk LLouo 0 c0 i LL 0W O� VO LL •s l N W U LL O 2 a O 1 U V