HomeMy WebLinkAboutResolution #5453 - agreement between impactlife and the city for rental of the historic depot for 2024 RESOLUTION NO. 5453
A RESOLUTION APPROVING AN AGREEMENT BETWEEN E%IPACTLIFEAND THE CITY OF
CANTON FOR RENTAL OF THE HISTORIC DEPOT FOR 2024
WHEREAS,the City of Canton owns the Canton Historic Depot located at 50 N.Fourth Avenue;
WHEREAS,the southernmost room of the depot is available for rentals to the public for many uses;
WHEREAS,ImpactLife, an Iowa not-for-profit corporation("ImpactLife"), is in need of a location to hold
their blood drives for 2024;
WHEREAS,the Historic Depot meets the needs required by ImpactLife;
WHEREAS,the Historic Depot is rarely used in the middle of the week when requested by ImpactLife,and
the regular rental of this space for one year will generally not create conflict or issue; and
WHEREAS,the City Council of the City of Canton has determined it is necessary and in the best interests
of the City of Canton to enter into a lease agreement with ImpactLife as set forth in Exhibit"A"attached hereto and
incorporated herein.
NOW,THEREFORE,BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF
CANTON,ILLINOIS,AS FOLLOWS:
1. The City of Canton hereby finds as fact the recitals set forth above and are incorporated herein as though
fully set forth;
2. That the agreement,substantially in the form attached hereto and incorporated herein as Exhibit A,is hereby
approved by the Canton City Council.The Mayor may make additional revisions as necessary to substantially
accomplish the foregoing and protect the City's interests. The final rental dates shall be inserted into the
agreement upon approval by the Mayor of same.
3. 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.
4. 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 21"day of November,2023
upon a roll call vote as follows:
AYES: ALDERPERSONS CHAMBERLIN, GRIMM, LOVELL, HALE, GOSSETT, KETCHAM,
LINGENFELTER
NAYS:NONE
ABSENT:ALDERPERSON NELSON
APPRO
ent McDowell,Mayor
AT ST:
ndrea J. S ith-Walters,City Clerk
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LEASE AGREEMENT
between the
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CITY OF CANTON,ILLINOIS
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IWACTLIFE,A NOT FOR PROFIT 501(C)(3) CORPORATION,
Dated as of December�,2023
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Prepared by and Return to:
City of Canton
2 N.Main Street
Canton,IL 61520
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LEASE AGREEMENT
This Lease Agreement, dated the day of December, 2023 (this "Lease" or
"Agreement", is made between the City of Canton, an Illinois municipal corporation ("City" or
"Lessor") and ImpactLife, a not for profit 501(c)(3) corporation, as Lessee, ("ImpactLife" or
"Lessee").
WHEREAS,the City owns property located at 50 North Fourth Avenue, Canton,Illinois,
commonly known as "Historic Depot'', and
WHEREAS, Lessee is a not for profit, 501(c)(3) corporation. Lessee seeks space in
Canton, Illinois, out of which to conduct bi-monthly blood drives that are open to the public.
WHEREAS, Lessee desires to enter into a lease agreement with the City for Historic
Depot for two (2) days per month from January 1, 2024 through December 31, 2024. Said space
would provide Lessee an area to conduct its blood drives and would not interfere with the
business the City conducts out of the Historic Depot.
WHEREAS, the City's best interests are served by entering into a lease agreement with
ImpactLife that would allow the ImpactLife to lease the Historic Depot for the sole purpose of
conducting its bi-monthly blood drives.
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
agree as follows:
1. PROPERTY DESCRIPTION: This lease is for the following property: the
south room of the Historic Depot, 50 North Fourth Avenue, Canton, Illinois ("Leased Property").
2. TERM: The term of this lease shall be for one (1) year commencing on January
1, 2024, and ending on December 31, 2024 (the "Term"). This lease shall not automatically
renew at the end of the Term. Either party may terminate said lease by giving the other party
sixty(60)days written notice of its intent to terminate said lease.
3. LEASE PRICE: The rent will be $25.00 per rental date payable in advance or
by the first of every month. If rent is not paid by the fifth (5t") of the month, a late fee of$5.00
per day shall be added to the monthly rent until the rent is brought current. Rent is not
refundable or pro-rated.
4. USE: ImpactLife may use the Leased Property for conducting its blood drives.
The Leased Property, for purposes of this Agreement, shall only be available to ImpactLife for
the Use set forth in this Paragraph on the dates outlined on Exhibit A from 12:30 p.m. until 7:30
p.m.
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5. UTILIT S: Rent shall include internet as well as water and electrical services,
provided said services are utilized reasonably for the Use of the Leased Property as set forth in
Paragraph 4.
1 6. INSURANCE: ImpactLife may obtain insurance in its own name to cover the
contents of the leased spIf
ce that are owned by ImpactLife. The City will not be liable to any
damage to the contents the Leased Property that are owned by ImpactLife. Additionally,
ImpactLife shall obtain liability insurance to cover its employees and guests who use the Historic
Depot for the purposes f this lease, and ImpactLife shall include the City as an additional
insured thereon. Proof of insurance, in amounts satisfactory to the City, shall be provided to the
City prior to the commen ement of the Term set forth above and shall provide for no less than
thirty(30)days' notice of cancellation,material change, expiration or lapse of said coverage.
7. TRANSF R,ASSIGNMENT,MAINTENANCE: ImpactLife shall not assign,
delegate, transfer, sell or otherwise dispose of(collectively, "Transfer"), in whole or in any part,
any of its rights or obligat ons hereunder,to the Leased Property,to any person or entity without
I the prior written consent of the City. ImpactLife shall not obtain nor allow a lien or mortgage on
the Leased Property or y property owned by the City. ImpactLife shall leave the Historic
Depot in good, clean conic ition and shall dispose of any garbage on the Leased Property. At the
termination of this Term, I essee shall leave the Property in the same condition as it was in at the
commencement of the Tenn. Lessee agrees not to make any alterations, additions, improvements
or changes to the Property without written consent of the City.
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8. TERMINATION OF AGREEMENT: This Agreement and any rights granted
I to Lessee hereunder shall terminate on December 31,2024.
9. NOTICES: Any notice, request, demand, waiver, consent, approval or other
communication which is r quired or permitted to be given to any party shall be in writing and
shall be deemed given on if delivered (or delivery is rejected) to the party personally or by
certified, return receipt re uested U.S. mail, with postage and registration or certification fees
thereon prepaid,addressed to the party at its address set forth below:
Lessor:
City of Canton City of Canton
Attention:Mayor Attn: City Attorney
2 North Main Street 2 North Main Street
Canton, IL 61520 Canton, IL 61520
,Lessee:
ImpactLife
5500 Lakeview P
Davenport,IA 5280
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10. GOVERNING LAW; CONSENT TO JURISDICTION: 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, for the commencement and determination of any cause of action arising out of this
agreement by the Ninth Judicial Circuit Court of Fulton County, Illinois, 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 shall be heard and determined in the Ninth Judicial
Circuit, Fulton County, Illinois, to the fullest extent permitted by law. The Ninth Judicial Circuit
Court of Fulton County, Illinois shall have sole and exclusive jurisdiction of any disputes arising
out of or related to this agreement, and the Ninth Judicial Circuit Court of Fulton County, Illinois
shall be the sole and exclusive venue for the resolution of any disputes arising out of or related to
this Agreement. 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.
11. 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.
12. 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.
13. AMENDMENT; SUCCESSORS; COUNTERPARTS
(a) 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.
(b) 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.
(c) 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.
14. INDEMNITY: Lessee does hereby fully RELEASE, REMISE and forever
DISCHARGE the City, its employees, department heads, officers, elected officials, appointed
officials, alderpersons, Mayor, City Clerk, City Treasurer, insurers, attorneys, and agents
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(collectively "Releasees') 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 Relea ees, growing out of or original or arising out of any transaction,
occurrence, event or incident occurring at the Leased Property, and does hereby covenant with
the said City to indemni and hold harmless the Releasees for any and all said causes of action,
claims, demands, damag s, costs, expenses and compensation on account of or in any way
arising out of any incident during the term of this Agreement or in any way arising out of or
irelated to this Agreement or the Lessee's use of the of Leased Property.
15. SEVE ILITY: If any term or other provision of this Agreement is invalid,
illegal or incapable of bei g 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 eith r party. Upon such determination that any term or other provision is
invalid, illegal or incapab e of being enforced, the parties hereto shall negotiate in good faith to
modify this Agreement so as to affect the original intent of the parties as closely as possible in an
acceptable manner to the c nd that the transactions contemplated hereby are fulfilled to the extent
possible.
16. RESERVED RIGHTS OF CITY: ImpactLife understands that if the City
requires exclusive use of t e Leased Property for any public purpose, which is inconsistent with
its occupancy of it, the-City may terminate this lease by giving ImpactLife sixty (60) days
written notice of its intention. Representatives of the City may come upon the leased property
as follows:
(1)At any and 11 times for the purpose of inspecting.
(2)To operate z nd maintain sewer,water, and gas pipes as well as any other utilities.
(3) To do any o her work necessary to maintain any City property or City structures.
In the event of an emergency, the City may require exclusive use of the Leased Property
for, any public purpose at that may be inconsistent with the ImpactLife's use of the Leased
Property. In such event,the City shall provide notice to the ImpactLife, and the City shall refund
ImpactLife any rent alrea�y paid by the ImpactLife for the period of the City's use that was
inconsistent with ImpactLile's use of the Leased Property.
In the event the Mayor has issued a Declaration of Local State of Emergency or
otherwise believes the pub is health may require closing the Leased Property to the Lessee,then
the,City shall provide notice e to the ImpactLife, and the City shall refund Impact Life any rent
already paid by the Impact ife for the period of the building closure that was inconsistent with
IrnpactLife's use of the Lea3ed Property.
17. DEFAULT: It is expressly agreed that time of payment and the time of
performance of the obligaticris of the Lessee hereunder are of the essence of this Lease.
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(a) If Lessee shall fail to pay rent or any other payment obligation due and owing to the
Lessor promptly on the date when same shall become due and payable hereunder
and shall continue in default for a period of five(5)days after written notice of such
failure by the Lessor sent to the Lessee by Certified U.S. Mail, Return Receipt
Requested, then, in such event and is often as such default may occur, Lessor may
declare a default hereunder by written notice of such default to the Lessee.
(b) If Lessee shall fail to promptly keep and perform any other covenants of this Lease
(other than covenants requiring a payment to the Lessor) and shall continue in
default for a period of thirty(30)days after written notice thereof by the Lessor sent
to the Lessee by Certified U.S. Mail, Return Receipt Requested, then and in such
event, and as often as such event shall occur, Lessor may declare a default
hereunder by written notice of such default to the Lessee.
(c) If Lessee fails to vacate at the end of the lease term or lease has been transferred
other than in accordance with the provisions in Paragraph 7, then Lessor may
immediately declare a default hereunder by written notice of such default to the
Lessee.
(d) Upon a declaration of default as hereinabove set forth and the Lessee's failure to
cure such default within the times limited herein or by such notice is given herein,
Lessor may terminate this Lease and take possession of the Leased Property
without further notice to Lessee, change the locks on the doors and entryways to the
Leased Property, remove Lessee's personal property to a storage area at Lessee's
sole expense and re-let the Leased Property to another Lessee or Lessees without
such action on the Lessor's part being deemed an acceptance or surrender of this
Lease in any way terminating Lessor's liability to the Lessor hereunder for all
amounts and obligations due and owing to the Lessor. Any and all amounts
received by the Lessor from a lease to a substitute Lessee shall be applied against
any liability of the Lessee to the Lessor for any and all amounts due and owing to
the Lessor hereunder.
(e) Lessee shall remain liable for all payments which it is obligated to make hereunder
and all other expenses and charges incident to the Lease and/or such repossession or
reletting, including,but not limited to,reasonable attorney's fees, court costs, expert
witness expenses and all other reasonable costs of suit thereon, less the amounts
realized from any such reletting.
(f) Lessor shall also have the right and option, at its election, to terminate and cancel
this Lease together with all rights of the Lessee to possess, use or occupy the
Leased Property,or any part thereof, in the event the Lessee's defaults are not cured
in accordance with this Paragraph 17. In the event of such cancellation, Lessor
shall not be required to lease the Leased Property for the account of the Lessee and
Lessee shall have no further liability for rent accruing on and after the date
possession is delivered to the Lessor. However, Lessee shall remain liable to
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Lessor.fo all sums due and owing to the Lessor which have accrued on or before
the date p ssession was delivered to the Lessor.
(g) Lessor is Iso granted the right by Lessee to dispose of Lessee's personal property
removed om the premises upon written notice to the Lessee of the date and time
of said sae by certified US mail, return receipt requested. Lessor is granted the
right by L ssee to apply the funds from said sale first to the expenses of sale and
thereafter - any other sums due and owing to the Lessor hereunder.
(h) The failure of the Lessor to insist upon strict performance of any one or more
occasion hall not be deemed a waiver of the Lessor's right to demand strict
performance thereafter of each and every covenant contained in this Lease.
CITY OF CANTON, ILL INO
By. k�� A //'k A �".P
Kent A. 1VcD ,Mayor
Atte
Andrea . Smit -Walters, kity C erk
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ImpactLife
j By. G
Jim Watts
STATE OF ILLINOIS, )
)SS.
COUNTY OF FULTON )
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I, the undersigned, a Notary Public in and for s�a��i,�,d,�,County in the State aforesaid, do
reA2SI
hereby certify that j4hdMIpouxV E knkya5"`' '� ly known to me to be the same
person(s)whose name(s)are subscribed to the foregoing instrument, appeared before me this day
in person and severally ac knowledged that they signed, sealed, and delivered the said instrument
as their free and volunta act for the uses and purposes therein set forth. ' `'
Given under my h nd and notarial seal,this day of �,rmc/l., 2023.
j OFFIC IAL SEAL
f CARO E KOHLER
NOTARY PUBLI ,STATE OF ILLINOIS Notary Public
FMY cOMMISSI EXPIRES:10102/2026
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Exhibit A
The following are dates in 2023 for the Canton Historic Depot to be rented by the lmpactLife
from 12:30-7:30pm for the purpose of holding blood drives.
• January 3,2024
• January 17,2024
• February 7, 2024
• February 21, 2024
• February 28, 2024
• March 20, 2024
• April 3, 2024
• April 17,2024
• May 8,2024
• May 22,2024
• June 5,2024
• June 19,2024
• July 3, 2024
• J u ly 17,2024
• July 31,2024
• August 14,2024
• September4,2024
• September 18,2024
• October 2,2024
• October 16,2024
• November 6,2024
• November 20,2024
• December4, 2024
• December 18,2024
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