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HomeMy WebLinkAboutResolution #5043 (Central Cable Contractors) RESOLUTION NO. 5043 A RESOLUTION APPROVING A LEASE AGREEMENT BETWEEN CENTRAL CABLE CONTRACTORS, INC. AND THE CITY OF CANTON AND DIRECTING THE MAYOR AND CITY CLERK TO EXECUTE AND DELIVER SAID AGREEMENT ON BEHALF OF THE CITY OF CANTON,ILLINOIS. WHEREAS, Central Cable Contractors, Inc. are installing cable services in the Fulton County area as a contractor of MidCentury Communications, a long-standing Fulton County business; and WHEREAS, Central Cable Contractors, Inc. is looking for a location to temporarily store its equipment and materials while working in Fulton County and contacted the City about a possible site; and WHEREAS, the City currently stores its materials on this location and has ample room to allow Central Cable Contractors, Inc. to store its equipment and materials also; and WHEREAS, the Legal & Ordinance Committee of the City of Canton has determined that based on the availability of property located at the southern side of the former International Harvester site and the ability to bring in additional revenue to the City, it is necessary and in the best interests of the City of Canton to enter into a lease agreement with Central Cable Contractors, Inc. as set forth in Exhibit "A" attached hereto and incorporated herein; and WHEREAS, the City Council of the City of Canton has made a similar determination. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF CANTON, ILLINOIS,AS FOLLOWS: 1. That the agreement attached hereto and incorporated herein as Exhibit "A" is hereby approved by the Canton City Council. 2. That the Mayor and City Clerk of the City of Canton, Illinois are hereby authorized and directed to execute said Agreement on behalf of the City of Canton. 3. That this Resolution shall be in full force and effect immediately upon its passage by the City Council of the City of Canton, Illinois and approval by the Mayor thereof. PASSED by the City Council of the City of Canton, Illinois at a regular meeting this 16TH day of February 2016, upon a roll call vote as follows: AYES: Aldermen Craig West, Tad Putrich, Jim Nelson, Ryan Mayhew, Justin Nelson, Gerald Ellis, John Lovell, Angela Hale NLR Documents/Resolution 2/16/2016 NAYS : None ABSENT: None ABSTAIN: None APPROVED: Jeffrey"A ' , ayor AT ST: /:6"1 Di ley- c City NLR Documents/Resolution 2/16/2016 LEASE AGREEMENT between CITY OF CANTON, ILLINOIS and CENTRAL CABLE CONTRACTORS, INC. Dated as of February A, 2016 This instrument prepared by and return to: Nancy L. Rabel Canton City Attorney 2 North Main Street Canton, Illinois 61520 Telephone: (309) 647-2738 LEASE AGREEMENT This LEASE AGREEMENT, dated as of February - p , 2016 (this "Lease"), is made between the CITY OF CANTON, (hereinafter "City" or "Lessor") an Illinois municipal corporation (hereinafter the "City" or "Lessor") and CENTRAL CABLE CONTRACTORS, INC., a Wisconsin corporation (hereinafter"Central" or"Lessee"). RECITALS: WHEREAS, the City has property located on the south side of the intersection of Third Avenue and Maple Street, known as the southern part of the former International Harvester site where the City stores various dirt, rock and other materials. WHEREAS, Central is installing cable and fiber in the Fulton County area and has sought a place to store their equipment and materials during installation. WHEREAS, Central desires to enter into a lease agreement with the City for the property that is to the immediate south of the Third Avenue/Maple Street intersection located on the former International Harvester site. Said property would provide ample space for Central to store equipment and materials. WHEREAS, the City's best interests are served by entering into a lease agreement with Central that would allow Central to lease City-owned property to the south of Third Avenue/Maple Street, thereby providing the required storage space for Central. NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto (the "parties") agree as follows: Section 1. Lease: Upon the Lessee making proper payment to the Lessor in accordance with this agreement, lessee will be entitled to full use of the property set forth below. Lessee acknowledges that Lessor will also still be using Leased Premises to store its materials as described above. Leased Premises: City lot formerly part of the International Harvester property that is located at the south end of Third Avenue and Maple Street. (a) Lease Price: $500.00 per month, with payment due by the 1st of every month. If payment is not made by the 5th of each month, a late fee of $25 per day will be charged to Lessee. The Lease Price shall be non-refundable to Lessee except in the following circumstances: (i) if sale or conveyance of the property shall occur; or (ii) if the Lease Agreement shall be terminated for any reason in accordance with its terms. 1 Upon the occurrence of either of the foregoing circumstances, Lessor shall immediately return the Lease Price to Lessee. (b) Lease Term: This lease will be in effect for from February 1, 2016 through December 31, 2016. Section 2. Lessee Representations and Warranties. (a) As of the date hereof, the Lessee hereby represents and warrants to Lessor that: (i) Organization. Lessee is a Wisconsin corporation, duly organized, validly existing and in good standing under the laws of the State of Wisconsin. (ii) Authority and Validitv. Lessee has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by Lessee of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action required on the part of Lessee, and no other proceedings on the part of Lessee are necessary to authorize this Agreement or for Lessee to perform its obligations under this Agreement. This Agreement constitutes the lawful, valid and legally binding obligation of Lessee, enforceable in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and general equitable principles regardless of whether such enforceability is considered in a proceeding at law or in equity. (iii) No Violation or Conflict. The execution, delivery and performance of this Agreement and the transactions contemplated hereby do not (A) violate, conflict with or result in the breach of any provision of the organizational documents of Lessee, (B) as of the date of this Agreement and conflict with or violate any law or Governmental Order applicable to Lessee or any of its assets, properties or businesses. (iv) Lien. Lessee will not, and will not create, assume or suffer to exist any Lien on the Leased Premises. Section 3. Lessor Representations, Warranties and Covenants. As of the date hereof, the Lessee hereby represents and warrants to Lessor that: (i) Organization. The City is an Illinois Municipal Corporation duly organized and existing under the laws of the State of Illinois. (ii) Authority and Validitv. Pursuant to 65 ILCS 5/11-75-5 the City has the authority to lease real estate for any term not exceeding ninety-nine (99) years and to execute, deliver and perform its obligations under a lease agreement and to consummate the transactions contemplated thereby. The execution, delivery and 2 performance by Lessor of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action required on the part of Lessor pursuant to 65 ILCS 5/11-76-2. The City's statutory authority to lease this Leased Premises is not subject to the notice by publication requirement as the lease is not in excess of twenty (20) years. People ex rel. Vauagniaux v. City of Edwardsville, 219 I11.Dec. 725 (1996). Therefore, no other proceedings on the part of Lessor are necessary to authorize this Agreement or for Lessor to perform its obligations under this Agreement. This Agreement constitutes the lawful, valid and legally binding obligation of Lessor, enforceable in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and general equitable principles regardless of whether such enforceability is considered in a proceeding at law or in equity. (iii) No Violation or Conflict. The execution, delivery and performance of this Agreement and the transactions contemplated hereby do not (A)violate, conflict with or result in the breach of any provision of the organizational documents of Lessor, (B) as of the date of this Agreement, conflict with or violate any law or Governmental Order applicable to Lessor or any of its assets, properties or municipal businesses, or (C) as of the date of this Agreement, conflict with, result in any breach of, constitute a default (or event that with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, or result in the creation of any Lien on any of the assets or properties of Lessor, pursuant to, any note, bond, mortgage or indenture, contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement to which Seller is a party. Section 4: Assigmnent; Transfer; Maintenance. Assignment by Lessee. Lessee shall not assign, delegate, transfer, sell or otherwise dispose of (collectively, "Transfer"), in whole or in part, any of its rights or obligations hereunder, to the Leased Premises to any Person or Entity (a "Transferee") without the prior written consent of Lessor. Maintenance. Lessee shall maintain the Leased Premises in good condition and shall maintain and repair the Leased Premises if necessary. Section 5: Insurance. Lessee shall provide, annually, with payment of Lease Price, evidence of general liability on the Leased Premises the City of Canton named as an additional insured, with a general liability aggregate limit of at least one million dollars ($1,000,000.00) which shall be in effect, at all times, during the term of this lease. Section 5: Costs and Expenses; Payments. Except as provided herein to the contrary, each party shall pay its own costs and expenses incurred in connection with the exercise of the Lease Agreement. 3 Section 6: Termination of Agreement. This Agreement shall terminate and be of no value upon the earlier to occur of(i) six (6) months written notice from the Lessor to the Lessee or (ii) the mutual written consent of all of the parties hereto. Section 7: Notices. Any notice, request, demand, waiver, consent, approval or other communication which is required or permitted to be given to any party shall be in writing and shall be deemed given only if delivered (or delivery is rejected) to the party personally or by next Business Day delivery by a nationally recognized courier service, or by registered or certified mail (return receipt requested), with postage and registration or certification fees thereon prepaid, addressed to the party at its address set forth below: Lessor: City of Canton 2 North Main Street Canton, Illinois 61520 Attention: Mayor with a copy to: City of Canton 2 North Main Street Canton, Illinois 61520 Attention: City Attorney Lessee: Central Cable Contractors, Inc. Attention: Dale Jansen W7435 County road AW Waupun, WI 53963-9706 or to such other address as such party may from time to time specify by notice given in the manner provided herein to each other party entitled to receive notice hereunder. 4 Section 8: Governing Law; Consent to Jurisdiction and Service of Process. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Illinois. Each of the parties hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any Illinois court or federal court of the United States of America sitting in the Central District of Illinois and any appellate court from any jurisdiction thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such Illinois court or, to the fullest extent permitted by law, in such federal court. Each of the parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement. Each of the parties irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any Illinois state or federal court. Each of the parties hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby consents to service of process by mail. Section 9: Waiver of Jury Trial. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT. Section 10: Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the matters covered hereby and supersedes all prior agreements and understanding with respect to such matters between the parties. 5 Section 11: Amendment; Successors; Counterparts. The terms of this Agreement shall not be altered, modified, amended, waived or supplemented in any manner whatsoever except by a written instrument signed by each of the parties. Except as otherwise set forth herein, nothing expressed or implied herein is intended or shall be construed to confer upon or to give to any Person, other than the parties, any right, remedy or claim under or by reason of this Agreement or of any term, covenant or condition hereof, and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the parties and their successors and permitted assigns. This Agreement may be executed in one or more counterparts, each of which, when executed, shall be deemed an original but all of which, taken together, shall constitute one and the same Agreement. Section 12: Indemnity. Lessee does hereby fully RELEASE, REMISE and forever DISCHARGE the Lessor, its agencies, and agents from all manner of action and actions, cause and causes of actions, claims, demands, suits, debts, dues, damages, costs, loss of service, sums of money, accounts, bonds, bills, specialties, controversies, agreements, promises, variances, immunities, losses, trespasses, judgments, executions, expenses or compensations on account, whatsoever, whether known, unknown, foreseen unforeseen, patent or latent, in law or in equity, which Lessee may have against said Lessor, growing out of or original or arising out of any transaction, occurrence, event or incident occurring at the leased Premises, and do hereby covenant with the said Lessor to indemnify and save it/him/her harmless for all said claims, demands, costs, expenses and compensation on account of or in any way arising out of any incident during the term of this agreement, including, but not limited to injury which is the result of ice and snow accumulation and further, said Lessee understand and acknowledges the significance and consequence of such specific intention to release all claim, and hereby assumes full responsibilities for any injuries, damages or losses it/he/she may incur from entering into this Lease Agreement, as Lessee uses said parking lot at its/his/her own risk. Lessee will not hold Lessor liable for any employee injury that may occur on Leased Premises or for any damage that may result to its equipment and/or materials that are located on Leased Premises. Lessee understands that Lessor provides no security to Leased Premises other than standard police patrol of the area. Section 13: Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in a manner materially adverse to either party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible. 6 IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the day and year first above written. CENTRAL CABLE CONTRACTORS, INC. By: D e Jansen, esident ATTEST: CENT LE CO RACTORS, INC. By: ��/V�-"� Secr CITY OF CANTON By: Jeffry -Mayor ATTEST6ANT f ' CITY OF By: Di na Pavley-R , City Clerk 7