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HomeMy WebLinkAbout11-0310 JSA Property Investments MAR-21-2011 MON 01 10 PM CITY OF ELGIN-LEGAL FAX NO. 1 847 931 5665 P. 02 I- 0310 INDEMNIFICATION AGREEMENT This Indemnification Agreement (this "Agreement") is hereby made and entered into as of this 10th day of March 2011, between JSA Property Investments VIi LLC, an Illinois limited liability company ("indemnitee"), and the City of Elgin, an Illinois municipal corporation ("lndemnitor"). WHEREAS, Indemnitee owns certain property commonly known as 721 W. Highland, Elgin, Illinois("Facilities"); and - WHEREAS, Indemnitor recognizes that the Facilities are unsupervised and there are inherent risks to utilizing the Facilities; and WHERAS, Indemnitor wishes to make use of the Facilities and to make the Facilities available for the use of lndemnitor's employees and invitees; and WHEREAS, as a condition precedent. to Indemnitee allowing indemnitor and lndemnitor's employees and invitees (collectively, the "Indemnitor Parties") access to the Facilities, indemnitee is requiring Indemnitor to execute this Agreement. NOW, THEREFORE, in consideration of the foregoing and for the good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: indemnification. The Indemnitor hereby agrees to indemnify and hold harmless indemnitee, and its agents, affiliates, representatives, heirs, successors and assigns (collectively, the "Indemnitee Parties"), from and against any and all losses, claims, actions, causes of actions, proceedings, hearings, suits, damages and liabilities (including the cost of investigating and defending any claims therefore and fees and disbursements of counsel and other costs of litigation incurred in connection therewith) of any form whatsoever (including claims of personal injury and damage to the Facilities) to which it may become subject as a result of the use of the Facilities by the Indemnitor Parties (unless such claim, loss etc is caused solely by the gross negligence or willful misconduct of Indemnitee). 2. Agreement Not to Sue. lndemnitor agrees that, among other things, the indemnification and release provided herein includes lndemnitor's agreement not to sue or to make any claim against the indemnitee Parties for any injuries or loss of property sustained at the Facilities or as a result of any indemnitor Parties' use of the Facilities. 3. Use of Facilities. Indemnitor is hereby granted access and use of the Facilities from March 22, 2011-December 31, 2011. During such period Indemnitor acknowledges that Indemnitee will be performing certain construction at the Facilities and agrees that no actions of the Indemnitor Parties shall interfere or delay such construction. Furthermore, Indemnitor hereby acknowledges that it has all necessary permits and approvals to perform training activities at the Facilities. Finally, Indemnitor shall be responsible for securing the Facilities on a daily basis (assuming an agent of Indemnitee is not working at the Facilities on said day). 4. lndemnitor's Waiver. Indemnitor hereby waives any and all claims against indemnitee (its principals, agents, employees and the like) anyway related to the Facilities or lndemnitor's use thereof, unless caused solely by Indemnitee's gross negligence or willful misconduct. MAR-21-2011 MON 01 : 10 PM CITY OF ELGIN-LEGAL FAX NO. 1 847 931 5665 P. 03 5. Insurance. Indemnitor shall be responsible for any and all damage caused to the Facilities caused in any way by Indemnitor Parties. Furthermore, prior to March 22, 2011 (and as a condition of the use of the Facilities), Indemnitor shall provide Indemnitee evidence of insurance(in commercially acceptable limits). 6. Partial Invalidity. In the event one or more provisions of this Agreement shall be adjudicated to be invalid for any reason, the remaining provisions of this Agreement shall nonetheless remain in full force and be given full effect. 7. Entire Agreement. This Agreement shall embody the entirety of the under- standing between the Indemnitor and the Indemnitee with respect to the subject matter hereof. To the extent inconsistent with this Agreement, no prior agreement, written or oral shall be given effect. 8. Notices. Any notice, report, or other communication required or permitted to be given hereunder shall be in writing and shall be given: (a) by delivery in person to an officer of the party to whom it is addressed or (b) by mailing, by registered or certified mail, postage prepaid, return receipt requested, to the party to whom it is addressed at the addresses set forth in the Lease. Any party, by notice of aforesaid, may designate a different address or addresses for notices, reports or the communications intended for it. 9. Governing Law. This Agreement has been executed and delivered in and shall be governed by the laws of the State of Illinois_ 10. Successors and Assigns. This Agreement shall be binding upon, and inure to the benefit of,the patties named herein and their respective successors and assigns. 11. Waiver. No failure or delay on the part of Indemnitee in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any power, right or privilege preclude any other or future exercise of any such power, right or privilege. All powers, rights and privileges hereunder are cumulative to, and not exclusive of, any powers, rights or privileges otherwise available. 12. Joint and Several. The obligations and liabilities of the indemnitor are joint and several. 13. Time. Time is of the essence of this Agreement. 14. Waiver of Trial by Jury. To the extent permitted by applicable law, the parties hereto waive trial by jury in any action brought on, under or by virtue of this Agreement and waive any right to require the other party hereto at any time to pursue any remedy in Indemnitee's power whatsoever. 15. Venue . This Agreement shall be subject to and governed by the laws of the State of Illinois. Venue for the resolution of any disputes for the enforcement of any rights arising out of or in connection with this Agreement shall be in the Circuit.Court.of Kane County, Illinois. [Signature Page Follows) -2- MAR-21-2011 MON 01 : 10 PM CITY OF ELGIN—LEGAL FAX NO, 1 847 931 5665 P. 04 IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the day and year first written above. INDEMNITOR: City of Elgin By: A/4d. -�!Seaall, City Mat er INDEMNITEE: JSA Property Investments VII LLC By: Name: �vl�j.oy�e l Its: f:\legal dept\risk manog.ement\agreements\indemnification agreement-jso property investments-clean.doc -3-