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R-31-14 Resolution Approving a License Agreement with Pollyanna Brewing Company, LLC VILLAGE OF LE ON RESOLUTION NO. , it A RESOLUTION APPROVING A LICENSE AGREEMENT WITH POLLYANNA BREWING COMPANY,LLC ADOPTED BY THE PRESIDENT AND THE BOARD OF TRUSTEES OF THE VILLAGE OF LEMONT THIS 9TH DAY OF JUNE,2014 Published in pamphlet form by Authority of the President and Board of Trustees of the Village of Lemont, Counties of Cook, Will DuPage,Illinois, this 9th day of June,2014 #609640 Resolution No. -3 . A Resolution Approving a License Agreement with Pollyanna Brewing Company,LLC WHEREAS, Village of Lemont desires to enter into a License Agreement with Pollyanna Brewing Company, LLC, a copy of which is attached hereto as Exhibit A; 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 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. 2 Exhibit A License Agreement 4 LICENSE AGREEMENT WHEREAS, POLLYANNA BREWING COMPANY,44,o;an Illinois Limited Liability Company, (hereinafter referred to as "Grantee"), has requested permission of the Corporate Authorities of the VILLAGE OF LEMONT, Illinois (hereinafter referred to as "Grantor" or "Village") to place a material lift (hereinafter referred to as "Lift") on the public property directly connected to the commercial business known as Pollyanna Brewing Company at the property located at 431 N.Talcott,Lemont, Illinois;and NOW, THEREFORE, upon the mutual covenants and agreements here-inafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Grantor hereby grants a License, without Warranty of Title and without grant of any possessory estate or interest or rights in the land described below,unto the Grantee, to install, construct, operate, maintain, repair, and remove, the Lift to be located on the public property directly connected to the commercial business known as Pollyanna Brewing Company at the property located at 431 N.Talcott Lemont,Illinois,legally described as follows: See Exhibit A which license is granted, however,subject to the following terms,covenants,and conditions and Grantee agrees to abide by the Village's rules and regulations, as may be established from time to time,regarding the subject matter of this License Agreement: 1. The Lift that is to be installed shall have the size and dimensions as depicted in the plans approved on June 4,2014 as Building Permit 2014-00000112. 2, The Lift that is to be installed shall be installed on the location designated as"Tract`B"' on Exhibit A to this License. 3. At any future time after the date hereof, the Grantor may revoke this license contained herein at will and without notice to the Grantee and without cost to either the Grantor or its successors or assigns. 4. Upon such revocation of this license by the Grantor, the Grantee shall not remove the Lift installed and constructed by it pursuant to the terms of this license,unless requested to do so by the Grantor. In the event the Grantor requests removal of such Lift, the Grantee shall undertake such removal within thirty (30) days of such request and accomplish same within thirty(30)days after commencing such removal. 5. Upon completion of its work(installation,construction, maintenance, repair,or removal, as the case may be)the Grantee shall removed from the public property all other materials and shall replace all remaining unused public property in a neat and workmanlike manner. Grantee shall at all times, and under all circumstances, indemnify, protect, and hold harmless the Grantor, its grantees, licensees, agents, lessees and invitees, from and against any and all damages, losses, claims, demands, actions and causes of action whatsoever (including any reasonable costs, expenses and attorneys' fees which may be incurred in connection therewith) whether or not the claim,demand,or action asserted be meritorious,and which results from or is alleged to arise out of or in connection with, the installation, construction, reconstruction, operation, maintenance, alteration, repair,replacement,removal or existence of the Lift upon the public property, or the existence of the license granted Grantee herein; provided,however,that in the event any such claim,damage, loss,demand,action, or cause of action is asserted against the Grantor, or its agents, Grantor shall furnish Grantee with written notification thereof and Grantee shall conduct the defense thereof before any court, board, commission or other governmental body exercising jurisdiction therein. No settlement or compromise of any such claim, damage, loss, demand, action or cause of action against Grantor shall be made unless agreed to by Grantor. 6. Grantee agrees to pay Grantor, its grantees, licensees, agents, lessees and invitees for any and all damage or injury (including death) to person(s) or property or any expense which they, or any of them, may sustain resulting from or arising out of or in connection with, the installation, construction, reconstruc-tion, operation, maintenance, alteration, repair, replacement, removal, or existence of the Lift upon public property, or the existence of the license granted Grantee hereunder. The Grantee shall, at its own expense,within fifteen (15) days of the date hereof,and not less than thirty(30)days prior to the end of each year hereafter, procure and deliver to the Village Clerk of the Grantor an insurance policy issued by an insurance carrier acceptable to the Grantor,naming the Grantor as the insured,having limits of coverage for public liability including death in the amount of not less than One Million Dollars ($1,000,000) per and not less than person han Throe Million Dollars 000 000$3 per( ) pe occurrence, and having limits of coverage for property damage in the amount of not less than Five Hundred Thousand Dollars(5500,000)--all as approved by the Attorney of the Grantor. The delivery of such policy shall be made prior to the exercise of the privilege of the license granted hereby and not less than thirty(30)days prior to the expiration of any preceding policy certificate. 7. Grantor shall not be liable to Grantee, its grantees,licensees,agents, lessees,or invitees for any damage or injuries(including death)to any person or to any of their properties except to the extent that injuries or damages are caused by the negligent, willful or malicious misconduct of Grantor, Grantee shall indemnify and hold harmless the Village, its officers, agents and employees to the fullest extent permitted by law due to any claim arising out of, or in any way related to the letting, the use of the Premises and/or the execution or implementation of this Agreement. 8. Any notice herein provided to be given shall be deemed properly given if in writing and delivered personally or mailed to the Grantor do the Village Administrator with a copy to the Village Clerk at 418 Main Street, Lemont, IL 60439, or to the Grantee at 431 N. Talcott, Lemont, IL 60439, or to such other person or addresses as the parties hereto may from time to time designate upon written notice. 9. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors in interest. 10. The Grantor and the Grantee certify hereby that they are not barred from entering into this License Agreement as a result of violations of either Section 33E-3 or Section 33E-4 of the Illinois Criminal Code. This Agreement shall inure to the benefit of and be ornding upon the parties hereto and their respective successors in interest. Grantor acknowledges that Grantee is a tenant under that certain lease dated January 2,2014,between Grantee and Zakul LLC(the "Lease"),and that under the terms of the Lease,the Lift becomes Zakul LLC's property upon:(1)payment and Grantee's vacating the premises occupied under the terms of the Lease,or(2)the expiration of the Lease;Grantor agrees that Grantee has the right and authority to assign this Agreement including all rights and obligations thereunder to Zakul LLC upon occurrence of either of those two events and that upon said assignment,Grantee will be released from any and all obligations under this Agreement. IN WITNESS WHEREOF, the parties hereto have caused this License Agreement to be executed by their proper officers; thereunto duly authorized and their respective seals to be hereto affixed,this .34° day of 3-ut--i ,20 19. wmPER-RA-R-Rifv-Esmoteffs-,-K0, a -41litteis-biatited-biability-Gematty41414e POLL NNA BRE WIN PANY, 140P - • - tibiANC 4,4 ATTEST: Ck) • Its 9c 7.rC E° VILLAGE OF ONT 11.111111111111111° By: A • istra • ATTEST: Ad / ..1..2rdte—4 Village Clerk •