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HomeMy WebLinkAbout17-71 Resolution No. 17-71 RESOLUTION AUTHORIZING EXECUTION OF AGREEMENT WITH ELGIN FIRE BARN NO. 5 MUSEUM, INC. REGARDING THE OPERATIONS OF THE ELGIN FIRE BARN MUSEUM AT 533 ST. CHARLES STREET BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS, that Richard G. Kozal, City Manager, and Kimberly A. Dewis, City Clerk, be and are hereby authorized and directed to execute Agreement on behalf of the City of Elgin with Elgin Fire Barn No. 5 Museum, Inc., regarding the operations of the Elgin Fire Barn Museum at 533 St. Charles Street, a copy of which is attached hereto and made a part hereof by reference. s/David J. Kaptain David J. Kaptain, Mayor Presented: May 10, 2017 Adopted: May 10, 2017 Omnibus Vote: Yeas: 9 Nays: 0 Attest: s/ Kimberly Dewis Kimberly Dewis, City Clerk AGREEMENT THIS AGREEMENT is made and entered into this 10th day of_May , 2017, by and between the CITY OF ELGIN, Lessor, Illinois,a municipal corporation(hereinafter referred to as "Lessor") and ELGIN FIRE BARN NO. 5 MUSEUM, INC., Lessee, an Illinois not- for-profit corporation of the State of Illinois (hereinafter referred to as "Lessee"). WITNESSETH: Lessor,in consideration of the lease payments provided in this Agreement,leases to Lessee the real property commonly known as 533 St. Charles Street, Elgin, Illinois 60120, and legally described as "Lot 5 Wallin's Addition, City of Elgin, County of Kane, State of Illinois" (the "Premises") along with the building located on the real property commonly known as "Elgin Fire Barn No. 5" (the "Building"). 1. This Agreement shall commence as of January 1, 2017, and expire on December 31,2021. This Agreement shall be eligible for review, renegotiation and renewal every five (5) years. If neither party desires renegotiation at the end of a contract period, and if neither party terminates this Agreement, the Agreement shall automatically be extended for an additional 5-year term. 2. Notwithstanding anything to the contrary in this Agreement, this Agreement may be terminated at any time by either party on ninety (90) days written notice to the other party. 3. Lessee agrees to pay to Lessor as rent for said Premises the sum of Ten Dollars ($10.00) per year. 4. Lessee shall use the Premises to establish, maintain and operate a historical museum displaying memorabilia relating to the Elgin Fire Department (hereinafter referred to as "museum"). The use may include the sale of historical memorabilia or souvenirs to defray expenses. No other use shall be made of the Premises without the prior express written consent of the Lessor. 5. Lessor covenants and agrees as follows: A. To provide and pay for all utilities, except telephone service, necessary to operate the Building as a historical museum pursuant to this Agreement. B. To maintain the Building's heating, cooling, plumbing systems, including all necessary repairs and, if necessary, replacements. C. To maintain the exterior of the Building in a clean and structurally sound condition and in good repair; provided Lessor shall not be obligated to clean exterior or windows more than twice a year at such time as Lessor determines. D. To maintain the exterior of the Premises in a clean and sightly condition around the Building; provided Lessor shall not be responsible for the removal of snow from the sidewalks, stairs and entranceways. E. To obtain and maintain in full force and effect a policy of general liability insurance covering injuries to persons or property occurring on the exterior portions of the Premises. Such policy shall be in limits as now or hereafter determined by Lessor as reasonable or necessary and may, at the discretion of the Lessor, include self- insurance. Lessor shall insure the Building from damage due to fire and casualty in amounts as determined by Lessor. Lessor shall not be required to insure, nor be in any way responsible for,any property of Lessee,its employees,agents or invitees on the Premises. 6. Lessee covenants and agrees as follows: A. To make no alterations to the Building or the Premise's exterior nor construct any building or improvement thereon without the prior written consent of Lessor. B. To not, without the prior written consent of the Lessor, assign or sublet this Lease or grant any license to use the Premises or any part thereof. C. To be solely responsible for any property of Lessee,its agents,employees or guests, located on the Premises and to insure said property as desired by Lessee. D. To maintain in full force and effect a general liability insurance policy covering injuries to persons or property occurring on or as a result of the Premises and the Building's use by the Lessee, its agents, members, clients, invitees or guests. The general liability insurance policy shall be in the amount of Three Hundred Thousand Dollars ($300,000.00) for each person injured and Five Hundred Thousand Dollars ($500,000.00 aggregate per accident and Three Hundred Thousand Dollars ($300,000.00) for property damages for each accident. The general liability insurance policy must name the City of Elgin as an additional insured with right to notice of cancellation. The general liability insurance required shall be occurrence-based and shall remain in effect for the duration of this Agreement. Prior to the execution of this Agreement, Lessee shall provide Lessor with a certificate of insurance confirming that it has secured the requisite general liability coverage set forth in this Agreement; thereafter, Lessee shall deliver a certificate of insurance to Lessor annually on the anniversary date of this Agreement's execution. Lessee shall insure all personal property used, displayed or stored on the Premises and hereby releases Lessor from any and all liability from the damage, loss, or destruction of Lessee's personal property. E. To provide the custodial and janitorial services for said building and to maintain the interior in a clean and sightly condition. 2 F. To repair or pay for any damage caused by the negligence, carelessness or waste of Lessee, its employees, agents or invitees. G. To paint or decorate the interior of the Building from time to time as necessary and to maintain it in a clean and sightly condition. H. To remove snow from all sidewalks, stairs and entranceways on the Premises. I. To comply with all ordinances, laws, rules and regulations which may pertain or apply to the Premises and the use thereof. J. To provide a staff member of the Lessee for the museum who shall be on the Premises when the museum is open to the public. K. To cause the museum to be open to the general public not less than five hundred twenty (520) hours per year. Lessee shall have the right to establish reasonable admission fees to the museum. L. To allow Lessor's employees or agents free access to the Premises for the purpose of examining the Premises and to make repairs or alterations which the Lessor sees fit to make. M. To keep and observe such reasonable rules and regulations now or hereafter required by Lessor, which may be necessary for the property and orderly care of the Premises including the Building. N. Lessee shall annually provide Lessor with a copy of its annual report showing current assets and liabilities. Said report shall be based on accepted accounting procedures. Lessee shall also maintain good standing as an Illinois Not-For-Profit Corporation by filing an annual report with the Illinois Secretary of State, paying all requisite filing fees, and otherwise complying with all other requirements of the Illinois Not-For-Profit Corporation Act. O. Lessee shall maintain, repair and display the collection as provided herein. Items in the collection shall be maintained in a clean and attractive manner. Proper museum environment shall be maintained, (i.e., relative humidity, lighting, etc.) within the physical limitations of the museum facility. P. Lessee shall maintain and repair display cases,open display areas, display table and panels, and museum furnishings (i.e., desks, chairs, etc.). Q. Lessee shall maintain and update museum records which shall include, but not be limited to, an inventory of the museum collection. The inventory museum collection shall provide an inventory and listing of all items within the museum collection including a description of the condition of each such item. Such records shall be available to Lessor at all reasonable times. 3 R. Collection items shall be altered or disposed of by Lessee only as provided herein. From time to time Lessee shall determine which items should be altered or disposed of using common and acceptable museum industry standards. Prior to any actual alteration of disposal, Lessee shall notify the Lessor which shall review Lessee's recommendation and shall give Lessee either written consent or written rejection within 30 days. No item shall be altered or disposed of without the written consent of the Lessor as provided above. 7. Lessor shall not be liable for and Lessee shall hold Lessor harmless from and shall indemnify Lessor against any and all liability for loss or expense for any damage of injury to person or property caused by or resulting from the acts or omissions of Lessee or its agents, employees or guests in occupying or using the Premises. Lessee shall promptly indemnify and save harmless Lessor of and from all fines, suits,proceedings, claims,demands and actions,or any kind of nature whatsoever, brought by anyone whomsoever, arising or growing out of, or in any ways connected with, the occupation, control or use of the Premises. 8. This Agreement is to be governed by the laws of the State of Illinois. Any term or provision of this Agreement which is prohibited or unenforceable in Illinois shall be prohibited or unenforceable only to the extent of such prohibition or unenforceability without invalidating the remaining terms or provisions hereof. 9. Lessee shall not directly or indirectly create,incur,or suffer to exist,any mortgage, security interest, pledge, charge, lien, encumbrance or claim on, or with respect to, museum property without the written consent of Lessor. A. In event any lien upon Lessor's title results from any act or negligence of Lessee or any contract for work entered into by Lessee, and Lessee fails to remove said lien within ten days after Lessor's notice to do so, Lessor may remove the lien by paying the full amount thereof of otherwise and without any investigation or contest of the validity thereof, and Lessee shall pay Lessor upon request the amount paid out by Lessor in such behalf, including Lessor's cost, expenses and attorney's fees. 10. If any default is made in the payment of rent or in the performance of or compliance with any other term or condition thereof this Agreement, at the option of Lessor, this Agreement shall terminate and be forfeited, and Lessor may re-enter the Premises. Lessee shall be given written notice of any default or breach,and termination and forfeiture of the Lease shall not result if,within thirty (30) days of receipt of such notice Lessee has corrected the default or breach or has taken action reasonably likely to affect such correction within a reasonable time. 11. In the event of any default or breach by the Lessor of any term or condition of this Agreement, Lessee may terminate the Agreement and vacate the Premises without further obligations, as its sole and exclusive remedy, provided Lessee has given Lessor written notice of any default or breach and Lessee's intention to terminate, and Lessor has failed to correct the default or breach or take action reasonable likely to affect such correction within a reasonable time. 4 12. Any notices which are required under this Agreement which either Lessor or Lessee may desire to serve upon the other, shall be in writing and shall be deemed served when delivered personally, or when deposited in the United States mail,postage prepaid, return receipt requested, addressed to Lessee at: 533 St. Charles Street, Elgin, Illinois 60120 or addressed to Lessor at: City Manager, City of Elgin, 150 Dexter Court, Elgin, Illinois 60120. 13. Whenever the context requires or permits, the singular shall include the plural, the plural shall include the singular and the masculine, feminine and neuter shall be freely interchangeable. 14. No amendment to this Agreement shall be valid or enforceable unless the same is in writing and signed by each of the parties hereto. This Agreement represents the entire Agreement between the parties with respect to the subject matter hereof that are not expressed herein. 15. Waiver by Lessor of any default in performance by Lessee of any of the terms, covenants or conditions of this Agreement shall not be deemed a continuing waiver of the same or nay subsequent default herein. IN WITNESS WHEREOF the parties have executed this Agreement the day and year first above written. ELGIN FIRE BARN NO. 5 MUSEUM, INC., CITY OF ELGIN, Lessor Lessee Y:_ . By: G President City Manager Attest: s Secretary ity Clerk FALegal DeptlAgreemenfflgin Fire Barn No.5 Museum Agr-3-15-17.docx 5