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R-20-14 Approving License Agreement with Integrity Security Personnel Conceal Carry, Inc Resolution No. & --) Resolution Approving License Agreement with Integrity Security Personnel Conceal Carry,Inc. WHEREAS, Village of Lemont desires to enter into a License Agreement with Integrity Security Personnel Conceal Carry, Inc., ("Licensee") a copy of which is attached hereto as Exhibit A; WHEREAS, Village of Lemont is the owner of a certain facility commonly referred to as the Lemont Police Department, located at 14600 127th Street, Lemont, IL 60439 (the "Property"); P t3'"); WHEREAS, Licensee is an Illinois corporation that provides firearm and concealed carry training, education, and instruction to Village residents and the general public; WHEREAS, Licensee desires to use portions of the Property, specifically including the shooting range, to conduct training, educational, and instructional classes on concealed carry and firearms safety for Village residents and the general public (collectively, the "Licensed Activities"); and WHEREAS, the Village has determined that this Agreement will help promote firearm safety and education; and WHEREAS, the Village has determined that this Agreement is in the best interest of the public health, safety and welfare of the residents of the Village; BE IT RESOLVED by the Village President and Board of Trustees of the Village of Lemont as follows: SECTION ONE: The foregoing findings and recitals, and each of them, are hereby adopted as Section One of this Resolution and are incorporated by reference as if set forth verbatim herein #606952 SECTION TWO: The Mayor and/or Village Administrator are authorized to execute the License Agreement attached hereto as Exhibit A, to make minor changes to the document prior to execution which do not materially alter the Village's obligations, and to take any other steps necessary to carry out this Resolution. SECTION THREE: This Resolution shall be in full force and effect from and after its passage and approval as provided by law. PASSED AND APPROVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF LEMONT, COUNTIES OF COOK, WILL AND DUPAGE, ILLINOIS on this 12th day of MAY,2014. PRESIDENT AND VILLAGE BOARD MEMBERS: AYES: NAYS: ABSENT: ABSTAIN Debby Blatzer 4 Paul Chialdikas Clifford Miklos Ron Stapleton Rick Sniegowski Jeanette Virgilio BRIAN 7 REAVES ' esident AT ':S : C I ARLENE M. M i LLEN Village Clerk 2 Exhibit A License Agreement 3 LICENSE AGREEMENT This License Agreement ("Agreement") is made as of this /Z day of Afay , 2014 ("Effective Date"), by and between Village of Lemont, an Illinois municipal corporation ("Village") and INTEGRITY SECURITY PERSONNEL CONCEAL CARRY, INC., an Illinois corporation ("Licensee"). Village and Licensee are hereinafter sometimes referred to individually as a "Party" and together as the "Parties." RECITALS WHEREAS, Village is the owner of a certain facility commonly referred to as the Lemont Police Department, located at 14600 127th Street, Lemont, IL 60439 (the "Property"); WHEREAS, Licensee is an Illinois corporation that provides firearm and concealed carry training, education, and instruction to Village residents and the general public; WHEREAS, Licensee desires to use portions of the Property, specifically including the shooting range, to conduct training, educational, and instructional classes on concealed carry and firearms safety for Village residents and the general public (collectively, the "Licensed Activities"); and WHEREAS, the Village has determined that this Agreement will help promote firearm safety and education; and WHEREAS, the Village has determined that this Agreement is in the best interest of the public health, safety and welfare of the residents of the Village; NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Incorporation of Recitals. The foregoing recitals are hereby incorporated into this Agreement, and made a part hereof, and all covenants, terms, conditions and provisions hereinafter contained shall be interpreted and construed in accordance therewith. 2. Non-Exclusive License. Village hereby grants to Licensee a non-exclusive license ("License"), subject to the terms, covenants and agreements hereinafter set forth, to use and have reasonable access and means of ingress and egress to, from, over, upon, and across the Village of Lemont Police Department's shooting range (the "Licensed Space"), as identified and depicted on the site map attached hereto as Exhibit A, for the sole and limited purpose of conducting the Licensed Activities. The Village also hereby grants its permission to Licensee, for the purposes of the Licensed Activities, to use in common with others and on a non-exclusive basis, all other areas located in and about the Property which are used by the public generally including parking areas (the "Common Areas"), for a term as set forth herein, unless sooner terminated as provided elsewhere in this Agreement. The Village reserves the right, but shall be under no obligation, to enter upon the Licensed Space at any time(s) to inspect them for 1 compliance by Licensee with the provisions of this Agreement, to make such repairs as it shall deem necessary or advisable, and for all other lawful reasons. 3. Term. Subject to extension or termination as provided in this paragraph or paragraph 12 below, the term of this Agreement shall be for a period of one (1) year from the Effective Date of this Agreement ("Initial Term"), and shall thereafter automatically renew on an annual basis for successive one-year periods on the anniversary of the Effective Date (each one-year period shall be referred to as the "Renewal Term"), unless either Party notifies the other Party in writing, at least sixty (60) days prior to the expiration of the Initial Term or any Renewal Term, of its intention not to renew the Agreement. The Initial Term together with any Renewal Term, if and when it occurs, shall be referred to as the "Term." 4. License Fee. In consideration of the License granted Licensee under this Agreement, Licensee shall pay a fee to Village in the amount of twenty dollars ($20.00) for each student enrolled in any class or program offered by Licensee in connection with the Licensed Activities in the Licensed Space ("License Fee"). The Licensee Fee shall be paid on a monthly basis, shall include payment for each student enrolled by Licensee in the Licensed Activities during the month for which payment is being made, and shall be paid not later than the fifth (5th) day of the month immediately following the month for which payment is being made. Licensee shall track student enrollment in the Licensed Activities and shall maintain accurate records of same. Licensee shall provide this information in a written accounting to the Village, together with the payment of the License Fee to which the records relate, in order to allow the Village to confirm the amount of the License Fee. Licensee shall provide the Village access to its books, ledgers and records within five (5) days of request to do so by the Village Administrator or his designee. If Licensee is delinquent in any payment by more than ten (10) days past the date for payment specified above, a notice will be sent to Licensee at the address set forth in this Agreement ("Notice of Non-Payment"). If Licensee does not satisfy any delinquent payment within five (5) days after receipt of the Notice of Non-Payment, the Village shall have the option to terminate this Agreement immediately upon notice to Licensee. 5. Use of Licensed Space/Specified Times. Licensee shall have use of the Licensed Space for the purposes of the Licensed Activities on the dates and at the times specified in Exhibit B attached to and incorporated in this Agreement. Village reserves the right to use, or permit third parties to use, the Licensed Space at any time or times when not in use by Licensee pursuant to the schedule set forth in Exhibit B. Any rights to the Licensed Space not specifically granted to Licensee under this Agreement are reserved to Village, its successors and assigns. Any requests for alterations of the set schedule must be in writing to the Village prior to Licensee committing to the use of the Licensed Space. Licensee must receive prior approval from Village prior to scheduling any Licensed Activities on dates/times not identified on Exhibit B. Exhibit B may be modified in writing by agreement of Licensee and Village. The Parties acknowledge that Licensee may decide to cancel a scheduled use of the Licensed Space. In that event, it is essential that the Licensed Space be available for use by the Village or other persons. 2 Accordingly, Licensee shall inform Village immediately if it will not be using the Licensed Space on any of the dates/times scheduled for Licensee's use. 6. No Representations and Warranties. The Village shall not, and by virtue of this Agreement and the License granted hereunder does not, sanction, endorse, or promote Licensee or the Licensed Activities in any manner whatsoever. The Village makes no representations, guarantees, or warranties, expressed or implied, as to the accuracy, completeness, content, currency, and suitability of Licensee or the Licensed Activities. The Village specifically disclaims any and all liability for any claims or damages that may result from Licensee's acts or omissions in its performance of the Licensed Activities. 7. Condition of the Licensed Space; Duty of Care. A. Licensee (i) has examined the Licensed Space prior to execution of this Agreement and is satisfied with its condition; (ii) acknowledges that no representation as to the condition or repair thereof has been made by the Village other than as expressly contained in this Agreement; (iii) acknowledges that no agreement or promise to alter, repair or improve the Licensed Space, other than as expressly contained in this Agreement, has been made by the Village; and (iv) agrees to return to the Licensed Space to Village, in a condition as good or better then when first used by Licensee, reasonable wear and tear excepted. B. At all times during the License Term, Licensee shall maintain the Licensed Space, and all fixtures, equipment, machinery and other personal property located thereon and therein in good repair and in a clean, neat, orderly, healthy and safe condition, as determined by Village in its sole discretion. C. Licensee shall be responsible for the proper disposal of all trash and garbage in containers provided by the Village for Licensee's use in the garbage storage areas of the Licensed Space. Licensee shall be responsible for the sanitation of such containers. The Village shall provide for hauling the trash and garbage from the Licensed Space. D. Licensee shall permit inspection of the Licensed Space by authorized representatives of state, county or local departments of public health or any other agency exercising similar jurisdiction, and shall promptly and fully comply with any recommendations or requirements of same; and shall be solely responsible for any fines or citations issued in connection therewith. E. Licensee shall not make or permit any repairs, alterations, or installations to the Licensed Space without prior written permission from the Village. Any equipment installation by Licensee shall be in accordance with applicable building codes, health ordinances, and any conditions imposed by the Village. Any remodeling or repairs required as a result of the installation or removal of any equipment shall be completed only with the Village's prior written consent and at Licensee's sole cost and expense to the satisfaction of the Village. All improvements, fixtures and personal property located in, on or affixed to the Licensed Space prior to Licensee's first entrance therein, are and shall remain the property of the Village. 3 Alterations, improvements and fixtures made or installed by Licensee shall become the property of the Village at the end of the Term, unless the Village requires Licensee to remove same. Licensee shall be responsible for and shall pay to the Village promptly upon demand, the full cost of any restoration or repair to the Licensed Space which results from the removal of such alterations, improvements and/or fixtures. F. Licensee shall be responsible for all damage caused by License and its employees, agents, members, volunteers or invitees to any of Village's improvements, furniture, fixtures, equipment, and personal property located in or about the Licensed Space, ordinary wear and tear excepted. Licensee shall also be responsible for any and all damage done to all or any part of the Licensed Space or the Property by Licensee and its employees, agents, members, volunteers and invitees, and Licensee shall promptly reimburse Village for the full cost or repair of all such damages or replacement. Licensee shall return the Licensed Space fixtures and equipment to Village at the termination of the Agreement in as good a condition as it received same, reasonable wear and tear excepted. G. The Licensed Space is provided on an "as is" "where is" basis. The Village shall not provide Licensee with any equipment, materials, or supplies of any nature whatsoever in connection with the Licensed Activities. Licensee shall supply all necessary equipment, materials, and supplies. 8. Maintenance. Except for damage or misuse caused by Licensee or its employees, agents, members, volunteers or invitees or as otherwise provided in this Agreement, Village shall be responsible for maintaining the Licensed Space and its systems in good repair and for cleaning the Licensed Space as necessary for the use of the Licensed Space by persons other than Licensee and its employees, agents, members, volunteers or invitees. Notwithstanding anything to the contrary contained or implied herein, if Village determines in a particular instance, in good faith, that due to budgetary or fiscal constraints it lacks sufficient funds to perform any major repair or replacement responsibility imposed on it hereunder, Village may determine not to perform such repair/replacement and, in such event, Licensee shall have the option to terminate the License by giving prior written notice thereof to Village and, except for obligations accrued prior to the date of such termination, all obligations of the Parties under this Agreement shall thereupon cease. 9. Suspension of Use. In the event of an emergency, safety issue, or Licensee's failure to maintain insurance, or any other condition that constitutes a substantial threat to the health or safety of, or poses an increased risk of liability to Village or its officials, officers, employees, agents, invitees or others, as determined by Village in its sole reasonable discretion, Village may immediately suspend the License granted hereunder until such condition has been remedied to Village's satisfaction in accordance with this Agreement. 10. Waiver and Release of Liability. Licensee shall conduct its Licensed Activities entirely at its own risk. Licensee acknowledges that Village shall not provide any supervision, security or protection in connection with the Licensed Activities. Village shall not be liable or responsible for damage caused by fire, vandalism or other casualty to, or for the destruction, 4 loss, or theft of, any vehicle, equipment, material, supply or other personal property at any time during the Agreement. To the fullest extent permitted by the laws of the State of Illinois, Licensee hereby forever waives, relinquishes and discharges and holds harmless Village, and its officials, officers, employees and agents from, any and all claims of every nature whatsoever, which Licensee may have at any time against Village, its officials, officers, employees and/or agents, including without limitation claims for personal injury or property damage sustained or incurred by Licensee or any person claiming by, through or under Licensee, relating directly or indirectly to the Licensed Activities, the condition of the Licensed Space or Property, or use by Village or the Licensee of the Licensed Space or the Property. 11. Insurance. Licensee and any of its employees, agents, members, or volunteers shall procure and maintain the types and amounts of insurance, including but not limited to commercial general liability insurance, property damage, and worker's compensation insurance, as Village shall require in its sole discretion. Prior to commencement of the Licensed Activities, Licensee shall obtain and deliver to Village a certificate of insurance naming Village as an additional insured. 12. Indemnification. To the fullest extent permitted by law, Licensee shall defend, indemnify and hold harmless Village, its officers, officials, employees, agents, and volunteers and their successors and assigns, from and against any and all claims or demands of any nature whatsoever, including without limitation claims or demands for loss of, or damage to, property or for injury or death to any person from any cause whatsoever directly or indirectly arising from, related to, or connected with Licensee's use of the Licensed Space, or the conduct by Licensee of its Licensed Activities on the Property and/or Licensed Space, or the grant of License hereunder. Licensee shall pay all costs and expenses, including without limitation court costs and attorneys' fees, which shall be incurred by or imposed on Village either in enforcing the terms of this License or in any litigation or other proceeding to which Village may be made a party relating to the License or Licensee's use of the Property. Nothing herein provided is intended to waive nor shall it waive any of the immunities afforded Village under the "Local Governmental and Governmental Employees Tort Immunity Act" and Village shall continue to have all of the protections and immunities provided by said Act as now or hereafter amended. 13. Termination. The License and this Agreement may be terminated prior to their expiration under any of the following circumstances: A. Village shall have the right to terminate this Agreement and the non-exclusive License granted hereunder immediately and without notice upon Licensee's default of its obligations hereunder, or its violation of any federal or state laws, or local regulations or ordinances. Upon the effective date of termination, the respective rights and obligations of the Parties shall cease with the exception of any obligation that accrued prior to the effective date that remains unsatisfied on the effective date, including but not limited to any obligation under Paragraphs 10, 11 and 12 above. B. In the event Village discontinues the operation of or use of the Property or the Licensed Space for any reason whatsoever, the License shall automatically terminate. In the 5 event the Village suspends the operation of the Property or the Licensed Space for any reason, the License shall automatically be suspended for the same period and Licensee's obligation to pay the License Fee shall abate until such time as the Property or Licensed Space resumes operation. C. The Village may terminate this Agreement for any reason upon fifteen (15) days advance written notice to Licensee. In the event of termination under this Paragraph 13, all rights of Licensee and obligations of the Village shall cease. Village's right to collect sums due from Licensee under this Agreement and remedies for breach of the Agreement and Licensee's obligations to make such p a Y compensate Village and com ensate the Villa e for such breach shall continue after termination of this Agreement. 14. No Liability. The Village is not responsible or liable for any injury, damages or costs sustained or incurred by Licensee or to Licensee's person or property or sustained or incurred by any other person to his person or property while in or about the Licensed Space or otherwise related directly or indirectly to the License granted hereunder. Village is not liable for acts or omissions of Licensee, or any of its employees, members, agents, volunteers or other persons acting or purporting to act on behalf, at the request, or with the implied or actual consent of Licensee. 15. Compliance with Laws. Licensee shall comply with all applicable federal, state, county and local statutes, ordinances, rules, regulations and codes in the conduct of Licensed Activities, including but not limited to the Firearm Owners Identification Card Act (430 ILCS 65/0.01 et seq.) and the Firearm Concealed Carry Act (430 ILCS 66/1 et seq.). Licensee shall conduct, and cause its employees, agents, members, volunteers or invitees to conduct, the Licensed Activities in a safe manner and in strict accordance with the terms of this Agreement. Licensee shall not make or permit to be made any use of the Property or the Licensed Space which is directly or indirectly forbidden by law, ordinance, rule or regulation, or which may be dangerous to life, limb or property, or which may increase Village's insurable or uninsurable risk or liability. Licensee shall cooperate with Village and the Village's Police Department, and shall strictly follow all public safety requirements regarding its conduct of the Licensed Activities. Except as otherwise expressly provided in this Agreement, Licensee and any of its employees, agents, members, volunteers or invitees shall comply with and adhere to the general procedures, rules and regulations of Village governing application for, and license or use of, a Licensed Space. Licensee shall comply with all other applicable laws, ordinances, rules and regulations in the conduct of the Licensed Activities and its use of the Property and the Licensed Space. Village reserves the right to revise its current rules and regulations pertaining to the License or use of the Licensed Space and to promulgate such other and additional rules and regulations as in its reasonable judgment may from time to time be needed for the safety, care, cleanliness and reputation of the Property, including without limitation the Licensed Space, and for the preservation of good order therein and to ensure that its use is in conformity with all applicable laws. Provided, however, that Licensee may terminate this License 6 Agreement upon five (5) days prior written notice, if in the reasonable opinion of Licensee any of the rules and regulations singularly or together, effectively deny Licensee continued use of the Licensed Space as contemplated by this License and, in such event, Licensee shall be responsible only for such payments and the performance of such other obligations as shall have accrued prior to the date of termination. All rules and regulations shall be binding upon the Parties with the same force and effect as if they had been inserted herein at the time of the execution of this License Agreement. 16. No Property Interest. This Agreement and the License granted hereunder do not convey to, or create in favor of, Licensee, any legal or equitable title or property interest in whole or in part to the Licensed Space; it being acknowledged that this Agreement is a license and not a lease and merely grants temporary and limited permission to Licensee to use the Licensed Space on and subject to the terms and conditions hereof. Licensee expressly acknowledges and agrees that any statute or ordinance relating to landlord/tenant matters or forcible entry and detainer is not applicable to this Agreement and Licensee expressly waives it any and all rights to which Licensee might otherwise be entitled under said laws. 17. Written Notices. All notices, requests, demands, payments, or other communications with respect to this Agreement shall be in writing and shall be deemed to have been duly given upon personal delivery or, if mailed, seventy-two (72) hours after deposit in the United States mail, certified mail, return receipt requested, with proper postage prepaid and addressed as follows (or to such other persons or addressees as may be designated by notice given to the other Party in accordance with this Paragraph 17). To Licensee: To Village: Village of Lemont 418 Main Street Lemont, Illinois 60439 Attn: Village Administrator With a copy to: Jeffrey M.Stein Tressler LLP 233 S. Wacker Drive, 22nd Floor Chicago, Illinois 60606 7 18. Miscellaneous Provisions. A. This Agreement sets forth the entire understanding of the Parties with respect to the subject matter hereof, and supersedes any and all previous communications and understandings, oral or written, between the Parties. This Agreement cannot be modified or amended unless in writing signed by both Parties and dated a date subsequent to the date of this Agreement. B. The headings of the paragraphs of this Agreement are for convenience and reference only, do not form any part of the Agreement, and in no way modify, interpret or construe the meaning of any provision of this Agreement, or the intent of the Parties. C. Nothing contained in this Agreement is intended, or shall be interpreted or construed, as creating any partnership or joint venture between the Parties, or as either expressly or implicitly providing any right, privilege or benefit of any kind whatsoever to any person or entity that is not a Party to this Agreement, or as acknowledging, establishing or imposing any legal duty or obligation on the part of either Party to any third party. D. This Agreement shall inure to the benefit of, and be binding upon, the Parties and their respective successors and assigns; provided however that neither this Agreement nor any right, interest or obligation of Licensee under this Agreement may be assigned in whole or in part by Licensee to any third party without the prior written consent of the Village, which the Village may grant or withhold in its sole discretion. E. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois. The Parties agree that, for the purpose of any litigation relative to this Agreement and its enforcement, venue shall be in the Circuit Court of Cook County, Illinois and the Parties consent to the in personam jurisdiction of said Court for any such action or proceeding. F. Nothing contained in or implied from any provision of this Agreement, including but not limited to Paragraphs 10, 11 and 12, is intended to constitute or shall constitute a waiver of the rights, defenses and immunities provided or available to Village under applicable Illinois law, including but not limited to the Illinois Local Governmental and Governmental Employees Tort Immunity Act. IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed by a duly authorized officer thereof, as of the year and date first above written. VILLAGE 1' LEM. i INTEGRITY SECURITY PERSONNEL CONCEAL CARRY, INC. BY Lilr By: 4,-4.4 8 ►ts:vh 1 l qqi. Prestcievrl- Its: Atte z,/, Afft///�j.7_ Attest: Its: 9 EXHIBIT A Site Map 10 'NS Aff NS4 rN ■121 C." -71 en EXHIBIT B Specified Dates and Times for Use of Licensed Space Weekends Only by Appointment 12