Resolution 2025-068•
Resolution No. 2025-68
A RESOLUTION OF THE UNITED CITY OF YORKVILLE, ILLINOIS, APP
ROVING
A FACILITY LICENSE AGREEMENT WITH COMMUNITY NUTRITION NETWORK
AND SENIOR SERVICES ASSOCIATION FOR USE OF A PORTION OF THE
BEECHER COMMUNITY BUILDING
WHEREAS, the United City of Yorkville (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, Community Nutrition Network and Senior Services Association, an Illinois
not-for-profit corporation (the "Association"), has been providing services for older adults and
persons with disabilities in various capacities for more than a decade (the "Services"); and
WHEREAS, the Association has been using a portion of the Beecher Community
Building to provide the Services since at least 2005; and
WHEREAS, the Association's current agreements for use of the Beecher Community
Building are scheduled to terminate on October 31, 2025; and
WHEREAS, the Association desires to continue to provide services at the Beecher
Community Building; and
WHEREAS, the Mayor and City Council (the "Corporate Authorities") of the City,
recognizing the unique and valuable position that the Association holds in the community, and
desiring that the programs, services and activities offered by the Association continue, have
determined it is in the best interests of the City and its residents to enter into a Facility License
Agreement with the Association for use of certain space in the Beecher Community Building.
NOW,THEREFORE,BE IT RESOLVED by the Mayor and City Council of the United
City of Yorkville, Kendall County, Illinois:
Section 1. The foregoing recitals are hereby incorporated in this Resolution as the findings
of the Corporate Authorities.
Resolution No. 2025-68
Page 1
Section 2. That the Facility License Agreement, attached hereto as Exhibit A and made
a part hereof by reference, is hereby approved, and the Mayor and City Clerk are hereby
authorized to execute and deliver said Agreement on behalf of the United City of Yorkville.
Section 3. This Resolution shall be in full force and effect upon its passage and approval
as provided by law.
Passed by the City Council of the United City of Yorkville, Kendall County, Illinois this
27th day of May, A.D. 2025.
Y CLERK
KEN KOCH AYE DAN TRANSIER ABSENT
ARDEN JOE PLOCHER ABSENT CRAIG SOLING AYE
CHRIS FUNKHOUSER AYE MATT MAREK AYE
RUSTY CORNEILS AYE RUSTY HYETT AYE
APPROVED by me, as Mayor of the United City of Yorkville, Kendall County, Illinois
this illagay of A.D.��,� , 2025.
MAYOR
Attest:
kM _
Y CLERK
Resolution No. 2025-68
Page 2
FACILITY LICENSE AGREEMENT
This Facility License Agreement (this "Agreement") is entered into as the Effective Date as
defined on Exhibit A, between Licensor as defined on Exhibit A and COMMUNITY NUTRITION
NETWORK AND SENIOR SERVICES ASSOCIATION, an Illinois not-for-profit corporation
("Licensee"or"CNN").
WHEREAS,Licensor and Licensee desire to enter into a license(the"License")pursuant to which
Licensee may occupy and use that certain portion of the premises owned or leased by Licensor (the
"Premises"), as more accurately described in Exhibit A, for the purposes hereinafter set forth on a
nonexclusive basis as more fully set forth in this Agreement;
WHEREAS, Licensor represents that this Agreement is not in contravention of any lease for the
Premises, specified in Exhibit A, and that Licensor has the right to enter into this Agreement;
NOW, THEREFORE, Licensor hereby grants to Licensee a license to occupy and use the
Licensed Area for the Permitted Use (as hereinafter defined), and Licensor hereby agrees that it will use
the Licensed Area for the Permitted Use,upon and subject to the following terms and conditions:
1. Incorporation of Recitals. The foregoing Recitals are, by this reference, incorporated into
the body of this Agreement as if the same had been set forth in the body of this Agreement in their entirety.
2. Licensed Area; Term. This License consists of the right to occupy and use, during the
License Term, the Licensed Area as described in Exhibit A attached hereto. The right to occupy and use
the Licensed Area may be limited by any shared use of the space, as described in Exhibit A. The License
Term shall be as described in Exhibit A. Each twelve (12)month period throughout the License Term, is
referred to as a "License Year". Notwithstanding anything contained herein to the contrary, Licensee is
licensing the same in its"As-Is"condition as of the Effective Date.
3. License Fee. Licensor is providing the Licensed Area to Licensee as a charitable
contribution,unless otherwise provided in Exhibit A.
4. Permitted Use. Licensee shall use the Licensed Area to provide congregate and/or home-
delivered meals and resources to older adults and persons with disabilities(the"Permitted Use").
5. Operation. Licensee shall operate its business in the Licensed Area and shall comply with
federal, state and local laws,ordinances,orders,rules and regulations(collectively,the"Laws")relating to
the use, condition or occupancy of the Licensed Area and rules and regulations established by Licensor
from time to time for the Licensed Area. This includes standards required by Title III-C of the Older
Americans Act, the Illinois Department on Aging, and the Area Agency on Aging. Licensor or its agents
or representatives of the Premises may enter any part of the Licensed Area to inspect,clean or make repairs,
alterations or additions to it or the Premises,without committing trespass.Licensor maintains responsibility
for all structural maintenance of the building including roofing, HVAC repairs and maintenance, fire
extinguisher checks and replacements, and all other building codes for health and safety factors. Licensor
agrees to reasonably maintain the applicable interior and exterior of the Premises including snow and ice
removal on walkways and parking lots and ensuring the walkway and stair surfaces are slip-retardant.
Licensee shall operate its business during such days and hours set forth in Exhibit A attached hereto (the
"Licensed Area Hours"). Without limitation of the foregoing, Licensee shall at all times comply with the
following requirements:
(00696109.DOCX/2} 1
(a) Licensee shall at all times during the License Term comply with all applicable food service
sanitation requirements. Licensee will provide cleaning and sanitation of kitchen and common
areas used by the program during program operations.
(b) Licensee is responsible for supervision of the Senior Nutrition program staff, volunteers and
participants. Licensee shall ensure that its employees, workers or contractors working in or
around the Licensed Area are apprised of and comply with the Laws and any rules and
regulations established by Licensor from time to time for the Licensed Area.
(c) Promptly following the Effective Date, Licensee shall apply to all governmental and quasi-
governmental authorities having jurisdiction thereof for any required licenses or permits.
Licensor shall assist Licensee in obtaining health, sanitation and fire inspections of the
Licensed Area.
6. Access. Licensee, its employees,contractors, and agents shall have the right to access the
Licensed Area and common areas during Licensor's normal hours of operation provided, however,
Licensor,its employees,contractors,and agents shall also at all times have access to the Licensed Area,no
consent of the Licensee being required for any such access at any time.
7. Insurance and Indemnity. Licensee shall, at all times during the License Term, at
Licensee's sole expense, procure and maintain (a) a policy of commercial general public liability and
property damage insurance,with a broad form contractual liability endorsement,in an amount not less than
$1,000,000 per occurrence and annual aggregate, workers compensation insurance at statutory limits and
(b) such other reasonable policy or policies as may be required from time to time similar to the coverage
required of similar operations within the same geographic area, in each case with Licensee named as the
insured thereunder,and Licensor,Owner,as additional insureds,in addition to all of the additional insureds
as Licensor may indicate, and each of their respective agents, affiliates and assigns; and any other
mortgagees or other persons or entities of which Licensor shall give Licensee notice (collectively, the
"Additional Insureds").In the event Licensee maintains limits greater than those set forth herein,Licensor
and all Additional Insureds shall be included therein as additional insureds to the fullest extent of all such
insurance in accordance with all terms and provisions of this Agreement. All insurance shall be in form,
and with insurers with an A.M. Best Rating of A- VII or better, reasonably acceptable to Licensor and
otherwise in compliance with the provisions of any lease for the Premises.Licensee will furnish to Licensor
certificates of workers' compensation(covering all persons to be employed by Licensee) and commercial
general public liability insurance in such form,with such companies,for such periods and in such amounts
as Licensor may reasonably approve.
Licensee shall, at all times during the License Term, at Licensee's sole expense, procure and
maintain an all-risk property insurance covering Licensee's furniture, fixtures, equipment, personal
property and all other real and personal property in, upon or about the Licensed Area, in an amount equal
to the full replacement cost and the policy shall include business interruption coverage replacing loss of
income in the event of a fire or other casualty in the Licensed Area or other portion of the Premises for a
period of twelve(12)months and waiver of any right of subrogation by the insurance company against the
Licensor or Landlord.Nothing contained herein excuses the Licensor from liability for its own negligence.
8. Termination. Licensor in its sole discretion shall have the right to terminate this Agreement
upon sixty(60) days' prior written notice to Licensee. Upon such notice, Licensee will quit and surrender
the Licensed Area in accordance with the terms hereof on the sixtieth (60th) day thereafter and Licensee
shall deliver the Premises to Licensor in clean, orderly condition. Notwithstanding anything herein to the
contrary, if Licensee defaults under the provisions of this Agreement, then Licensor shall be permitted to
pursue its remedies against Licensee in connection therewith, including such remedies as may be provided
(00696109.DOCX/21 2
herein,at law and/or in equity.In addition to any and all other rights or remedies provided in this Agreement
or which Licensee may have at law, in equity, or otherwise, in the event that the respective Area Agency
on Aging terminates or delays funding provided to Licensee,then subject to the provisions herein,Licensee
will have the right to terminate this Agreement upon written notice to Licensor and Licensee will
immediately quit and surrender the Licensed Area in accordance with the terms hereof.
9. Assignment; Occupancy; Encumbrances. Licensee will not assign Licensee's rights or
delegate Licensee's duties under this Agreement (whether by operation of law, transfer of interest in
Licensee or otherwise)or permit the Licensed Area or any part thereof to be occupied or used by any other
person or entity (other than Licensee's employees), or cause or permit any liens or encumbrances against
the Licensed Area,the Premises or this Agreement.
10. License and Not a Lease. This Agreement is not to be construed as in any way granting to
Licensee any leasehold or other real property interest in the Licensed Area. This Agreement merely grants
to Licensee a license to occupy and use the Licensed Area on a nonexclusive basis during the License Term
in accordance with the terms and conditions hereof.
11. Indemnification. The Licensee(the"Indemnifying Party") shall indemnify, defend, save,
and hold harmless Licensor, and its officers, directors, members, partners, employees, agents, affiliates,
successors, and permitted assigns (collectively, the "Indemnified Parties") against all claims made or
judicial or administrative actions filed which allege that any of the Indemnified Parties is liable to the
claimant by reason of:
(a) any injury to or death of any person, or damage to or loss of property, or any other thing
occurring on or about any part of the Property,or in any manner growing out of,resulting from
or connected with the use,condition or occupancy of the Licensed Area if caused by any gross
negligent or wrongful act or omission of the Indemnifying Party or its agents, partners,
contractors, employees, permitted assigns, licensees, sublessees, invitees, or any other person
or entity for whose conduct the Indemnifying Party is legally responsible;
(b) violation by the Indemnifying Party of any contract or agreement to which the Indemnifying
Party is a party in each case affecting any part of the Licensed Area or the occupancy or use
thereof by the Indemnifying Party; and
(c) violation of or failure to observe or perform any condition,provision,or obligation of or under
this License Agreement on the Indemnifying Party's part to be observed or performed
hereunder.The indemnity obligations outlined herein shall survive any cancellation,expiration,
or termination,for any reason, of this License Agreement.
12. Casualty. Licensee shall not be entitled to and hereby waives all claims against Licensor
and Landlord for any property damage to Licensee's furniture, fixtures, equipment, personal property and
all other real and personal property, for direct or indirect loss of revenue or for loss of use of the whole or
any part of the Licensed Area due to damage by fire or other casualty, regardless of any limitation on the
amount or type of insurance purchased by Licensee or failure of placement or renewal of such coverage. If
the Licensed Area or other portion of the Premises is damaged by fire or other casualty, Licensor may, at
its option elect either to repair the Licensed Area or terminate this Agreement.
13. End of Term. Upon the expiration or earlier termination of the License Term, Licensee
will quit and surrender to Licensor the Licensed Area vacant and clean, and otherwise in the order and
condition in which the same was made available to Licensee,ordinary wear and tear excepted,and Licensee
will remove therefrom all of Licensee's property. However, failure to remove such property shall not be
{00696109.DOCX/2) 3
deemed continued possession of the Licensed Area. Nothing herein contained will be deemed to permit
Licensee to retain possession of the Licensed Area after the expiration or earlier termination of the License
Term, as provided elsewhere in this Agreement. The provisions of this Section 13 will survive the
expiration or earlier termination of the License Term.
14. Notices. Any notice or other communication shall be given in writing and shall be effective
only if given or served as follows: (a) if by Licensee, by mailing the same to Licensor by email addressed
to Licensor at its email address, or by notice delivered personally to the Licensor, certified mail, postage
prepaid, return receipt requested, or by overnight courier service addressed to Licensor at its address
specified in Exhibit A or at such other or further address(es)as Licensor may from time to time designate
by notice given to Licensee by certified mail or by overnight courier service as aforesaid, and (b) if by
Licensor,by mailing the same to Licensee by email addressed to Licensee at its email address,or by notice
delivered personally to the Licensee and/or its representative at the Licensed Area, certified mail, postage
prepaid, return receipt requested, or by overnight courier service addressed to Licensee at its address
specified in Exhibit A,or at such other or further address(es)as Licensee may from time to time designate
by notice given to Licensor by certified mail or by overnight courier service as aforesaid. Any notice,
demand, request or other communication hereunder shall be deemed to have been given upon receipt.
Rejection or other refusal to accept, or the inability to deliver because of a changed address of which no
notice was given,shall be deemed to be receipt of the notice,demand,request,or communication sent.
Miscellaneous. This Agreement shall be governed by and construed in accordance with the law
of the State of Illinois without regard to principles of conflicts of law. This Agreement is subject
and subordinate in all respects to any lease for the Premises and all matters on title. The section
and paragraph headings in this Agreement are inserted only as a matter of convenience of
reference and are not to be given any effect in construing this Agreement. If any provisions of this
Agreement or the application thereof to any person or circumstance shall,to any extent,held to be
invalid or unenforceable,the remainder of this Agreement shall not be affected thereby and shall
be valid and enforceable to the fullest extent permitted by law.All of the terms and provisions of
this Agreement shall be binding upon and inure to the benefit of the parties hereto and their
respective permitted successors and assigns. If Licensee is comprised of more than one person or
entity,each reference in this Agreement to Licensee shall be deemed to refer to and include all
such persons or entities,jointly and severally.All prior negotiations and agreements relating to
this Agreement and the Licensed Area are merged into this Agreement with this being the entire
Agreement of the parties. This Agreement may not be amended, modified or terminated, in whole
or in part,nor may any of the provisions be waived,except by a written instrument executed by
the party against whom enforcement of such amendment,modification,termination or waiver is
sought.Under no circumstances shall the submission of this Agreement in draft form by or to
either party be deemed to constitute an offer for the licensing of the Licensed Area.Each and
every right and remedy of Licensor under this Agreement shall be cumulative and in addition to
every other right and remedy herein contained or now or hereafter existing at law, in equity,by
statute or otherwise. Licensee hereby warrants and represents to Licensor that Licensee has full
right,power and authority to enter into this Agreement.
This Agreement may be executed in several counterparts, each of which shall be deemed an
original, and all such counterparts shall together constitute one and the same instrument. This Agreement
may be signed electronically and any electronic signatures appearing on this Agreement are the same as
handwritten signatures for the purposes of validity, enforceability and admissibility.
This Agreement and the terms and conditions hereof(collectively,the"Information")will be kept
confidential by Licensee, except same shall be made know to Licensee's accountants and attorneys, to in
connection with Licensee obtaining services at the Licensed Area, and to the extent necessary to enforce
(00696109.DOCX/2} 4
Licensor's obligations under this Agreement.
This Agreement, including the Exhibits, if any, attached hereto, sets forth the entire agreement
between the parties with respect to the Licensed Area. All prior conversations or writings between the
parties hereto or their representatives with respect to the Licensed Area are merged herein and extinguished.
Additionally,all prior agreements between the parties, if any,are of no further force and effect.
IN WITNESS WHEREOF, Licensor and Licensee have executed this Agreement as of the day
and year above written.
LICENSOR: LICENSEE:
Un 11L(.^ COI o \k j,t 11C-, COMMUNITY NUTRITION NETWORK
a(n) AND SENIOR SERVICES ASSOCIATION,
an Illinois not-for-profit corporation
By: By:
Name: dame:Andrea Proulx Buinicki
Its: Ca ( Its:Chief Executive Officer
{00696109.DOCX/2} 5
Licensor's obligations under this Agreement.
This Agreement, including the Exhibits, if any, attached hereto, sets forth the entire agreement
between the parties with respect to the Licensed Area. All prior conversations or writings between the
parties hereto or their representatives with respect to the Licensed Area are merged herein and extinguished.
Additionally,all prior agreements between the parties,if any,are of no further force and effect.
IN WITNESS WHEREOF,Licensor and Licensee have executed this Agreement as of the day
and year above written.
LICENSOR: LICENSEE:
•
UM I fed Li f j(-P'{a'ku1)k. COMMUNITY NUTRITION NETWORK
a(n) AND SENIOR SERVICES ASSOCIATION,
an Illinois not-for-profit corporation
By: By: Qndiva No-tax duinic t.
Name: Y Name:Andrea Proulx Buinicki
Its: Mar' .Chief Executive Officer
(00696109.DOCX/2) 5
Document ID:c6bc865b-4a62-4f70-9d7c-c56c296bbf65
EXHIBIT A
License Terms
1. Effective Date: The"Effective Date"shall be May 1,2025
2. Licensor: The"Licensor"shall be United City of Yorkville
3. Depiction of the Licensed Area and Premises Address:
The"Premises"are located at Beecher Center,908 Game Farm Road,Yorkville, IL 60560
Description of the Licensed Area:
The licensed space will include: a kitchen and dining rooms (Austin Room and Perkins Room)
with tables and chairs, storage space as specified by need, and the use of the parking lot for
loading and unloading food and supplies. Office and storage space shall be initially allocated as
follows: Office: Austin Room West office-Office (Desk, phone line, exc.) Storage: Austin Room
east storage cabinets(all 4 sections).
4. Associated Entities/Shared Use of Licensed Area: Senior Services Associates,Inc.("Senior
Services") is a separate entity and a coordinating partner of CNN. Senior Services serves as the
coordinating agency for CNN's use of the Licensor's facilities. CNN will defer to and abide by
Senior Services' decisions regarding space utilization and all other issues concerning the use of
Licensor's facilities.
5. Approved Improvements: Licensor installed a 10 ft. x 10 ft. storage shed on the Premises in the
Fall of 2024.The storage shed is a fixture installed upon the Premises and therefore an improvement
to City property, and is not the property of the Licensee. Licensee shall have full and exclusive
access to the shed for storage purposes during the term of this Agreement. Licensee shall be
responsible for any repairs and maintenance to the shed while the shed is being used by Licensee.
Licensee shall grant Licensor access the storage shed at any time during the term of this agreement
if required for the health,safety or welfare of residents of the City.Upon termination of the License,
Licensee shall be responsible for removing all supplies, equipment and other property from the
storage shed,and shall relinquish full control of and access to the storage shed to Licensor.
6. License Term: The"License Term"shall be May 1,2025—September 30,2028
7. License Fee: No License Fee shall be due from Licensee to Licensor as a result of this License
Agreement. Licensor shall be responsible for the payment of utilities to the Licensed Area.
8. Licensed Area Hours: The"Licensed Area Hours"shall be: 7:00AM—2:00PM
9. Third Party Users: From time to time, CNN will rent the Licensed Area during Licensed Area
Hours to other third party not-for-profit entities. CNN is responsible for the actions of any other
not-for-profit agencies that occupy the Licensed Area with CNN's consent. Licensor is not
responsible for, and is not a party to, any agreements License makes to rent the Licensed Area to
other not-for-profit entities. Licensee agrees not to rent the Licensed Area to other not-for-profit
entities the Thursday and Friday before, and the Monday after, the first weekend in September
(Labor Day Weekend).
10. Large Events: Licensee agrees to provide Licensor with at least fourteen(14)days' notice of any
events at which Licensee anticipates at least 100 persons in attendance.
11. Site Closures: CNN sites shall be closed on the following approved holidays:New Year's Day,
Martin Luther King,Jr. Day,President's Day, Memorial Day,Juneteenth,Independence Day,
Labor Day,Indigenous People's Day, Veteran's Day, Thanksgiving Day,day after Thanksgiving,
Christmas Eve, Christmas Day,and New Year's Eve. Additional days may be declared by either
party and will be submitted to each party's authorized representative at the earliest possible time.
Except in case of emergency,Licensor must provide a minimum 30 days written notice if it
requires use of the licensed facilities during the licensed hours.
12. Notices.
If to Licensor: If to Licensee:
Address: 651 Prairie Pointe Dr. Address: 7222 W Cermak Rd Ste 302
Yorkville,IL 60560 North Riverside,IL 60546
Attention: Bart Olson, City Administrator Attention: Louis Maritato
Phone: 630-553-8537 Phone: 630-553-2316
Email:bolson@yorkville.il.us Email: Maritato@cnnssa.org