Ordinance 2015-14 UNITED CITY OF YORKVILLE
KENDALL COUNTY, ILLINOIS
ORDINANCE NO. 2015-14
AN ORDINANCE APPROVING A LICENSE AGREEMENT
by and between
THE UNITED CITY OF YORKVILLE, KENDALL COUNTY, ILLINOIS
and
THE YAK SHACK LLC
Passed by the City Council of the
United City of Yorkville,Kendall County, Illinois
This 24`x'day of March, 2015
Published in pamphlet form by the
authority of the Mayor and City Council
of the United City of Yorkville,Kendall
County,Illinois on July 1, 2015.
Ordinance No. 2015-14
AN ORDINANCE APPROVING A LICENSE AGREEMENT
by and between
THE UNITED CITY OF YORKVILLE, KENDALL COUNTY,ILLINOIS
and
THE YAK SHACK LLC
WHEREAS, the United City of Yorkville, Kendall County, Illinois (the "City") is a duly
organized and validly existing non home-rule municipality created in accordance with the
Constitution of the State of Illinois of 1970 and the laws of the State; and,
WHEREAS, the City owns property located at Riverfront Park, 301 East Hydraulic
Avenue, in the City, and commonly known as the Riverfront Building (the "Premises"); and,
WHEREAS, The Yak Shack LLC, an Illinois limited liability company(the "Licensee"),
desires to enter into a license agreement with the City for the operation of a business on the
Premises to sell and rent kayak paddling equipment, sell kayaking accessories and souvenirs, and
provide instruction as to the proper use of kayak paddling equipment; and,
WHEREAS, after due consideration of written proposals for the operation of a business
at the Premises, the City is willing to grant the Licensee a license to operate the abovementioned
business on the Premises subject to the terms and conditions set forth in the License Agreement
by and between the City and the Licensee.
NOW, THEREFORE, BE IT ORDAINED by the Mayor and City Council of the
United City of Yorkville, Kendall County, Illinois, as follows:
Section 1. The above recitals are incorporated and made a part of this Ordinance.
Section 2. The License Agreement by and between the United City of Yorkville, Kendall
County, Illinois and The Yak Shack LLC, an Illinois limited liability company, attached
hereto and made a part hereof, is hereby approved and the Mayor and City Clerk are hereby
authorized to execute and deliver said Agreement on behalf of the City.
Section 3. This Ordinance shall be in full force and effect upon its passage, approval, and
publication in pamphlet form as provided by law.
Passed by the City Council of the United City of Yorkville, Kendall County, Illinois this 24th
day of March, A.D. 2015.
,4�_ Ar,ho�irx
DEPUTY CITY CLERK
Ordinance No. 2015-14
Page 2
CARLO COLOSIMO aye KEN KOCH aye
JACKIE MILSCHEWSKI aye LARRY KOT Ue
CHRIS FUNKHOUSER Ue JOEL FRIEDERS aye
ROSE ANN SPEARS aye DIANE TEELING aye
Approved by me, as Mayor of the United City of Yorkville, Kendall County, Illinois, this
d'j day of MA RC14 , 2015.
MA-?OR//'
Attest:
��- 2, 4�
E.PVTY CITY CLERK
Published in pamphlet form:
J UL y / ' 2015
Ordinance No. 2015-14
Page 3
LICENSE AGREEMENT
This LICENSE AGREEMENT(the"Agreement") is made and entered into this 7-1
day of M A kr_J+ ,2015,by and between the United City of Yorkville,Kendall County,
Illinois,an Illinois municipal corporation(hereinafter referred to as the"City"),and The Yak
Shack LLC, an Illinois limited liability company(hereinafter referred to as the"Licensee").
WITNESSETH:
WHEREAS,the City is a duly organized and validly existing non home-rule municipality
of the State of Illinois under the 1970 Illinois Constitution and the laws of the State of Illinois
and the owner of property located at Riverfront Park, 301 East Hydraulic Avenue,Yorkville,and
commonly known as the Riverfront Building(the"Premises");and,
WHEREAS,the City and the Licensee desire to enter into this License Agreement for the
operation of a business on the Premises to sell and rent kayak paddling equipment, sell kayaking
accessories and souvenirs,and provide instruction as to the proper use of kayak paddling
equipment.
NOW, THEREFORE,in consideration of the mutual covenants and agreements herein
contained,the City and the Licensee agree as follows:
I. TERMS AND CONDITIONS
1. CITY ORDINANCES
The Licensee will strictly comply with all ordinances of the United City of
Yorkville and laws of the State of Illinois.
2. USE OF CITY'S NAME
The Licensee is specifically denied the right of using in any form or medium the
name of the City for public advertising unless express written permission is
granted by the City.
3. INDEMNITY AND HOLD HARMLESS AGREEMENT
To the fullest extent permitted by law,the Licensee shall indemnify,keep and
save harmless the City and its agents,officers,and employees,against all injuries,
deaths, losses,damages, claims, suits,liabilities,judgments,costs and expenses,
which may arise directly or indirectly from any negligence or from the reckless or
willful misconduct of the Licensee, its agents, its employees,or any other person
using the Premises,and the Licensee shall at its own expense,defend and pay all
charges of attorneys incurred by the City and all costs and other expenses arising
therefrom or incurred in connection therewith,and,if any judgment shall be
rendered against the City in any such action,the Licensee shall,at its own
expense, satisfy and discharge the same. This Agreement shall not be construed
as requiring the Licensee to indemnify the City for its own negligence. The
Licensee shall indemnify,keep and save harmless the City only where a loss was
caused by the negligent,willful or reckless acts or omissions of the Licensee, its
agents,its employees,or any other person using the Premises.
4. INSURANCE REQUIREMENTS
4.1. Prior to the effective date of this Agreement,the Licensee shall procure,
maintain and pay for such insurance as will protect against claims for bodily
injury or death,or for damage to property, including loss of use,which may arise
out of operations by the Licensee,or by anyone employed by the Licensee,or by
anyone for whose acts the Licensee may be liable. Such insurance required of the
Licensee shall not be less than the greater of coverages and limits of liability
specified below or coverages and limits required by law unless otherwise agreed
to by the City:
Workers Compensation $5001,000 Statutory
Employers Liability $1,00011000 Each Accident
$1,000,000 Disease Policy Limit
$1,000,000 Disease Each Employee
Comprehensive General Liability $2,000,000 Each Occurrence
$2,000,000 Aggregate
(Applicable on a
Per Project Basis)
Umbrella Liability $3310003000
4.2. The Licensee shall have its Comprehensive General Liability(including
products/completed operations coverage),Employers Liability,and
Umbrella/Excess Liability policies endorsed to add the "City of Yorkville,its
officers,officials,employees and volunteers" as "additional insureds"with respect
to liability arising out of operations performed, including but not limited to claims
for bodily injury or death brought against the City by the Licensee and/or the
Licensee's employees,however caused,related to the performance of operations
under this Agreement. Such insurance afforded to the City shall be endorsed to
provide that the insurance provided under each policy shall be Primary and Non-
Contributory.
4.3. The Licensee shall maintain,in effect all insurance coverages required by this
Agreement at its sole expense and with insurance carriers licensed to do business
in the State of Illinois and having a current A.M. Best rating of no less than A-
VIII. In the event that the Licensee fails to procure or maintain any insurance
required by this Agreement,the City may, at its option,purchase such coverage
and deduct the cost thereof from any monies due to the Licensee,or withhold
funds in an amount sufficient to protect the City,or terminate this Agreement
pursuant to its terms.
4.4. All insurance policies shall contain a provision that coverages and limits
afforded hereunder shall not be canceled,materially changed,non-renewed or
restrictive modifications added,without thirty(30)days prior written notice to the
City. Renewal certificates shall be provided to the City not less than five(5)days
prior to the expiration date of any of the required policies. All Certificates of
Insurance shall be in a form acceptable to the City and shall provide satisfactory
evidence of compliance with all insurance requirements. The City shall not be
obligated to review such certificates or other evidence of insurance,or to advise
the Licensee of any deficiencies in such documents,and receipt thereof shall not
relieve the Licensee from,nor be deemed a waiver of the right to enforce the
terms of,the obligations hereunder. The City shall have the right to examine any
policy required and evidenced on the Certificate of Insurance.
5. SUBLETTING OF AGREEMENT
The Licensee shall not sublet the Premises or any portion of it,nor shall the
Licensee assign this Agreement or any interest in it; any attempted assignment of
this Agreement or subletting of the Premises shall be of no force or effect, and
shall confer no rights upon any assignee or sublicensee.
6. TERM OF AGREEMENT
The term of this Agreement shall be from April 1,2015 until March 31,2017,
with the City having an option to exercise two,two-year option terms. The
Licensee may negotiate in good faith,on request of the City,for an extension to
this Agreement,provided that the extension is approved by the City Council no
later than one hundred twenty(120)days before the termination of the existing
Agreement.
7. TERMINATION OF AGREEMENT
The City reserves the right to terminate the whole or any part of this Agreement,
upon thirty(30)days written notice to the Licensee, in the event of default by the
Licensee. Default is defined as failure of the Licensee to perform any of the
provisions of this Agreement or failure to make sufficient progress so as to
endanger performance of this Agreement in accordance with its terms. In the
event that the Licensee fails to cure the default upon notice,and the City declares
default and termination,the City may procure,upon such terms and in such
manner as the City may deem appropriate, supplies or services similar to those so
terminated. Any such excess costs incurred by the City may be set-off against
any monies due and owing by the City to the Licensee.
8. RELATIONSHIP BETWEEN THE LICENSEE AND THE CITY
The relationship between the City and The Yak Shack LLC is that of a Licensor
and a Licensee.
9. GOVERNING LAW
This Agreement will be governed by and construed in accordance with the laws of
the State of Illinois without regard for the conflict of laws provisions. Venue is
proper only in the County of Kendall and the Northern District of Illinois.
10. WAIVER OF LICENSE BREACH
The waiver by one party of any breach of this Agreement or the failure of one
party to enforce at any time,or for any period of time, any of the provisions
hereof will be limited to the particular instance and will not operate or be deemed
to waive any future breaches of this Agreement and will not be construed to be a
waiver of any provision except for the particular instance.
11. AMENDMENT
This Agreement will not be subject to amendment unless made in writing and
signed by all parties.
12. SEVERABILITY OF INVALID PROVISIONS
If any provisions of this Agreement are held to contravene or be invalid under the
laws of any state, country or jurisdiction, it will not invalidate the entire
Agreement,but this Agreement will be construed as if not containing the invalid
provision and the rights or obligations of the parties will be construed and
enforced accordingly.
13. NOTICE
Any notice will be in writing and will be deemed to be effectively served when
deposited in the mail with sufficient first class postage affixed,and addressed to
the party at the party's place of business.
Notices shall be addressed to the City as follows:
Director of Parks and Recreation
City of Yorkville
800 Game Farm Road.
Yorkville,IL 60560
Notices shall be addressed to the Licensee as follows:
Jeffery S. Brown
The Yak Shack LLC
193 West Park Avenue,Unit B
Sugar Grove, IL 60554
14. OPERATING SPECIFICATIONS OF THE LICENSE AGREEMENT
14.1. In general terms,the City grants the Licensee the exclusive privilege of
operating a business on the premises generally located at 301 East Hydraulic
Avenue in Yorkville for the purpose of selling and renting kayak paddling
equipment, selling kayaking accessories and souvenirs,and providing instruction
as to the proper use of kayak paddling equipment.
14.2. The City shall have the right to enter and to inspect the Premises at all
times,without any prior notice to the Licensee.
14.3. The Licensee shall be responsible for all taxes and personal property,and
maintenance work on the Premises. Any capital improvements done on the
Premises over$5,000 in value,other than the initial improvements, shall be
approved by the Park Board prior to commencement. For the purposes of this
Agreement,maintenance work shall include regular upkeep of all components of
the Premises, including maintenance and repairs. If any component of the
Premises is in need of repair or replacement,and the cost of the repair or
replacement is greater than$500,then the City shall be responsible for the
replacement of said component,provided the cost of repair of the component is
greater than 50%of the cost of replacing the component. The preceding sentence
does not apply to any capital improvements initiated and installed by the Licensee
as a result of the renovation of the Premises,or to any repairs or replacements that
are necessary because of any damage to or destruction of the Premises caused by
or resulting from the actions or omissions of the Licensee. Any capital
improvements done on the Premises of$5,000 or less,other than the initial
improvements, shall be approved by the Director of Parks and Recreation prior to
commencement. Any capital improvements must be inspected by the City and all
work and contractors must be licensed,bonded,and insured. For all
determinations made on the 50%repair/replacement cost above,the Licensee
shall require no less than three bids from qualified contractors for all repair and
replacement quotes.
14.4. At the end of the agreement term,the City shall conduct an inspection of
the Premises,and the Licensee shall be informed of the outcome of said
inspection. The Licensee shall be responsible for returning the Premises to its
original state, subject to normal wear and tear and the discretion of the Park
Board.
14.5. The Licensee does not have exclusive rights to all kayak rental and sale and
kayaking instruction operations within the park,but rather,only to the specific
operation at the Premises.
14.6. The Licensee shall be permitted to operate a business offering the following
goods and services on the premises defined herein,without further action by the
City,and all other uses and operations must be approved by the City:
14.6.1.1. Rental and purchase of kayak paddling equipment.
14.6.1.2. Purchase of kayaking accessories and souvenirs not otherwise
prohibited by this Agreement or by the Riverfront Park rules.
14.6.1.3. Group and/or personal instruction as to the proper use of kayak
paddling equipment.
14.7. The Licensee has the right to install a webcam within River&ont Park. Said
installation must be in accordance with City codes and must be located within the
premises contained within this Agreement,unless otherwise agreed to by the
Director of Parks and Recreation. The Licensee has the option to participate in
funding a City-operated webcam within the park.
14.8. The Licensee shall open daily for accommodation of Riverfront Park
patrons, special events,and other users of Riverfront Park. From April through
October,daily operating hours will be from 8:00 a.m. to sunset Monday through
Sunday. From November through March,daily operating hours will be from 9:00
a.m. to 5:00 p.m.Monday through Sunday. The Licensee agrees to open its
business located on the Premises,upon request by the City, for special functions
or events at Riverfront Park. The Licensee will be allowed to use discretion
regarding closing during periods of non-activity with approval from the Director
of Parks and Recreation or his/her designee.
14.9. The City agrees to furnish to the Licensee access to City water and sewer
utilities. The Licensee is responsible for applicable usage payments for all
utilities(sewer,water,natural gas, electricity,phone, internet,etc.). The Licensee
is responsible for costs associated with utility connections and upgrades.
14.10. If the Licensee chooses not to occupy the Premises through the winter
months with the approval of the City,the Licensee shall take all necessary
precautions and measures to properly winterize the Premises. These
precautionary measures shall include,but not be limited to,maintaining a
minimum level of heat no less than 60 degrees Fahrenheit to protect the Premises
from extreme freezing conditions. If alternative methods of winterizing are to be
utilized,those methods shall be subject to approval from the property owner. The
Licensee is expressly prohibited from shutting-off utilities at the Premises or
placing said utilities on snow bird operations at any time during the term of this
Agreement.
14.11. The Licensee expressly agrees to be responsible for any and all damage to
and/or destruction of the Premises occurring during the term of this Agreement
and caused by or resulting from the actions or omissions of the Licensee. The
Licensee agrees to repair and replace said damaged or destroyed portions of the
Premises, at the Licensee's sole expense,in accordance with all ordinances of the
City and while this Agreement remains in effect.
15. PAYMENTS AND OTHER REPORTS TO THE CITY
15.1. The Licensee is required to submit certain payments, forms,and other items
on a timely basis. Failure to submit any of the required items in a timely fashion
may result in a breach of the Agreement.
15.2. The Licensee shall make payments for the use of the Premises of$500.00
per month for each month through the term of the Agreement, due prior to the
first of each calendar month.
15.3. The Licensee shall provide the City with a security deposit in the amount of
$1,000.00,to be due to the City prior to the start of the agreement term. Said
deposit shall be held until after the end of the term of the Agreement,and will be
used to offset any damage to the Premises and to offset any attorney's fees and
costs incurred by the City to enforce the terms of this Agreement.
15.4. The Licensee shall provide to the City,prior to the start of the Agreement,
confirmation of insurance coverage for the Premises and the operations of the
business for the entire term,with the City named as an additional insured on all
policies.
15.5. The Licensee shall provide to the City,prior to the start of the Agreement,
confirmation of business interruption insurance coverage for the operations for the
entire term of the Agreement. In the event that the City is the cause of the
business interruption and agrees to credit the Licensee an amount to offset the
business interruption, said amount will be credited against the security deposit or
future payments,at the City's discretion.
15.6. Failure to meet any deadline for payment will result in an interest charge of
10%per month on said late payment.
16. PRINCIPAL CONTACT FOR THE CITY
The principal contact for the City that will coordinate assistance to the
Licensee will be Tim Evans,Director of Parks and Recreation.
17. EMPLOYEES
The Licensee shall undertake to perform all services rendered in a neat,orderly
and efficient manner;to use care and diligence in the performance of this
Agreement; and to provide neat,orderly and courteous personnel. The Licensee
agrees to prohibit any drinking of alcoholic beverages or use of illegal drugs or
drugs which impair the ability of the employee or agent to safely and adequately
perform his or her job while on duty or in the course of performing his or her
duties under this Agreement. The Licensee also agrees to ensure that each
employee driving a vehicle shall at all times carry a valid operator's license for
the type of vehicle he/she is driving. The Licensee's employees will be attired, at
all times,in a professional-type manner.
18. ACCIDENT PREVENTION
Precaution shall be exercised at all times for the citizens,employees and
property. The safety provisions of all applicable laws and building and
construction codes shall be observed. Machinery, equipment and all hazards shall
be guarded or eliminated in accordance with safety provisions.
19. TAXES,LICENSES&PERMITS
The Licensee shall pay all sales,use,property, income and other taxes that
are lawfully assessed against the City or the Licensee in connection with the
Premises and the work included in this Agreement,and shall obtain and pay for
all licenses,permits,certificates of authority,and inspections required for the
work. The Licensee shall furnish to the City satisfactory evidence that it has all
permits,licenses,and certificates of authority required to operate for the term of
this Agreement.
20. DEFAULT
If the Licensee fails to observe any portion of this Agreement and there has not
been sufficient cause to justify such lack of observance,the City shall serve
notice, either personally or by affixing such notice to the Premises,that this
Agreement shall be in default if the Licensee does not take action to remedy the
lack of observance within twenty-four(24)hours of said notice. If at the end of
the twenty-four(24)hour period,the Licensee has not made the necessary
corrections,the City shall take such steps as are necessary to provide such
services. The Licensee will be liable for any costs of such steps from the date of
the notice of default. If deemed necessary by the City's designated representative,
the City shall have the right to take over all equipment and facilities of the
Licensee. The Licensee shall pay any and all attorney's fees and costs incurred
by the City in the event of default.
21. CERTIFICATIONS
21.1. The Licensee makes the following certifications as required by law:
21.1.1. The Licensee certifies that it is not barred from bidding or
contracting with any unit of State or local government as a result of a
violation of either Section 33E-3 or 33E-4 of Act 5,Chapter 720 of the
Illinois Complied Statutes regarding criminal interference with public
contracting; and,
21.1.2. The Licensee swears under oath that it is not delinquent in the
payment of any tax administered by the Illinois Department of Revenue as
required by Chapter 65,Act 5,paragraph 11-42.1-1 of the Illinois
Complied Statutes;and,
21.2. The Licensee shall at all times abide by all applicable federal, state, and
City laws,ordinances,rules and regulations which may in any manner affect the
performance of this Agreement.
IN WITNESS, WHEREOF,the parties hereto have caused this License Agreement to be
executed by their duly authorized officers on the day and year first hereinabove written.
UNITED CITY OF YORKVILLE,
KENDALL COUNTY, ILLINOIS
By: Avtf,
Its: M A Yo
Attest:�GgGt-
bc pLrr y City Clerk
THE YAK SHACK LLC
By.
Its:
Attest:
Secretary