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HomeMy WebLinkAbout#5286 Agreement Between the Mississippi Valley Regional Blood Center and City of Canton for Rental of the Historic Depot for 2021 RESOLUTION NO 5286 A RESOLUTION APPROV G AN AGREEMENT BETWEEN THE MISSISSIPPI VALLEY REGIONAL BLOOD CENTER AND T E CITY OF CANTON FOR RENTAL OF THE HISTORIC DEPOT FOR 2021 WHEREAS,the City f Canton owns the Canton Historic Depot located at 50 N.Fourth Avenue,and WHEREAS,the south rnmost room of the depot is available for rentals to the public for many uses,and WHEREAS, the Miss ssippi Valley Regional Blood Center is in need of a location to hold their blood drives for 2021,and WHEREAS,the Histor c Depot meets the needs required by the MVRBC, and WHEREAS, the Histor c Depot is rarely used in the middle of the week when requested by MVRBC, and the regular rental of this pace for one year will not create conflict or issue, and WHEREAS,the City C uncil of the City of Canton has made a similar determination. NOW, THEREFORE, BE I RESOLVED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF CANTON,ILLINOIS,AS FOLLOWS: 1. That the lease between MVRBC and the City of Canton shall be signed, and a fee schedule will be determined that is acceptabl I to both parties per the recitals of the agreement. 2. That this Resolution shall be in full force and effect beginning January 1, 2021 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 3RD day of November, 2020 upon a roll call vote as follows: AYES: Aldermen Justin Nelson, Angela Lingenfelter, Jeff Fritz, Angela Hale, Craig West, John Lovell, Quin Mayhew,Andra Chamberlin NAYS: None ABSENT: None Al i?ROVI>D: n ,cDow,: �, ayor ATTEST Lam- Diana Pavley-Rock, City Clerk CITY OF CANTON LEASE OF HISTORIC DEPOT, 50 NORTH FOURTH AVENUE, CANTON,ILLINOIS 61520 The City of Canton, an Illinois municipal corporation ("City" or "Lessor") makes this ldase with Mississippi Valley Regional Bloo Center, a not or profit 501(c)(3) corporation, as Lessees,("MVRBC"or"Lessee")on the day of ' 11GUr�w �.2020. 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, 2021 through December 31, 2021. 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 Mississippi Valley Regional Blood Center that would allow the Mississippi Valley Regional Blood Center 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 Iease shall be for one(1) year commencing on January 1, 2021, and ending on December 31, 2021. 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(5th) 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: Mississippi Valley Regional Blood Center may use the Leased Property for conducting its blood drives. The Leased Property, for purposes of this Agreement, shall only be available to Mississippi Valley Regional Blood Center 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. 10-15-20 5. UTILITIES: 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. 6. INSURANCE: Mississippi Valley Regional Blood Center may obtain insurance in its own name to cover the contents of the leased space that are owned by Mississippi Valley Regional Blood Center. The City will not be liable to any damage to the contents of the Leased Property that are owned by Mississippi Valley Regional Blood Center. Additionally,Mississippi Valley Regional Blood Center shall obtain liability insurance to cover its employees and guests who use the Historic Depot for the purposes of this lease, and the Mississippi Valley Regional Blood 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 commencement of the Term set forth above. 7. TRANSFER, ASSIGNMENT, MAINTENANCE: Mississippi Valley Regional Blood Center shall not assign, delegate, transfer, sell or otherwise dispose of (collectively, "Transfer"), in whole or in any part, any of its rights or obligations hereunder, to the Leased Property, to any person or entity without the prior written consent of the City. Mississippi Valley Regional Blood Center shall not obtain nor allow a lien on the Leased Property or any property owned by the City. Mississippi Valley Regional Blood Center shall leave the Historic Depot in good, clean condition and shall dispose of any garbage in leased property. 8. TERMINATION OF AGREEMENT: This Agreement and any rights granted to Lessee hereunder shall terminate on December 31,2021. 9. 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 certified, return receipt requested 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: Mississippi Valley Regional Blood Center 5500 Lakeview Pkwy Davenport, IA 52807 2 10-15-20 10. GOVERNING LAW; CONSENT TO JURISDICTION; 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, 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. 3 10-15-20 t 3 1 11. WAIVER OF JURY TRIAL: EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANT' ACTION PROCEEDING OR COUNTERCLAIM (W l I I THER BASED ON. CONTRACT. TORT Oil 0T l l E.R W I S l?) 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: Mississippi Valley Regional Blood Center does hereby fully RELEASE, REMISE and forever DISCHARGE the City, 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 Mississippi Valley Regional Blood Center may have against said City, 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 indemnify and hold harmless the City for any and all said causes of action, claims, demands, damages, 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 related to this Agreement or the Mississippi Valley Regional Blood Center's use of the of Leased Property. 4 10-15-20 15. 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 affect 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. 16. RESERVED RIGHTS OF CITY: Mississippi Valley Regional Blood Center understands that if the City requires exclusive use of the Leased Property for any public purpose, which is inconsistent with its occupancy of it, the City may terminate this lease by giving Mississippi Valley Regional Blood- Center sixty (60) days written notice of its intention. Representatives of the City may come upon the leased property as follows: (1)At any and all times for the purpose of inspecting. (2) To operate and maintain sewer, water,and gas pipes as well as any other utilities. (3) To do any other 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 Mississippi Valley Regional Blood Center's use of the Leased Property. In such event, the City shall provide notice to the Mississippi Valley Regional Blood Center,and the City shall refund Mississippi Valley Regional Blood Center any rent already paid by the Mississippi Valley Regional Blood Center for the period of the City's use that was inconsistent with Mississippi Valley Regional Blood Center's use of the Leased Property. In the event the Mayor has issued a Declaration of Local State of Emergency or otherwise believes the public health may require closing the Leased Property to the Lessee, then the City shall provide notice to the Mississippi Valley Regional Blood Center, and the City shall refund Mississippi Valley Regional Blood Center any rent already paid by the Mississippi Valley Regional Blood Center for the period of the building closure that was inconsistent with Mississippi Valley Regional Blood Center's use of the Leased Property. 17. DEFAULT: It is expressly agreed that time of payment and the time of performance of the obligations of the Lessee hereunder are of the essence of this Lease. (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 sixty (60) days after written notice thereof by the Lessor sent to the Lessee by Certified U.S. 5 10-15-20 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 Mississippi Valley Regional Blood Center fails to vacate at the end of the lease term or lease has been transferred other than in accordance with the provisions in paragraph 12, then Lessor may 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 withall 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. 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 Lessor for all sums due and owing to the Lessor which have accrued on or before the date possession was delivered to the Lessor. (g) Lessor is also granted the right by Lessee to dispose of Lessee's personal property removed from the premises upon written notice to the Lessee of the date and time of said sale by certified US mail,return receipt requested. Lessor is granted the right by Lessee to apply the funds from said sale first to the expenses of sale and thereafter to 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 shall 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, ILLINOIS By: ent A, o ell, ayor Attest: Di, ocy Glen . 6 10-15-20 I MISSISSIPPI VALLEY REGIONAL-BLOOD CENTER By. inr:lNlatts Man Oorior Relations STATE OF ILLINOIS, ) )SS. COUNTY OF FULTON ) I, the undersigned, .a Notary Public in and .for said County in the State aforesaid, do (�4tv hereby certify that. ( l,l{ ��tG( �tt j _ l,u,s elk®rsGonally 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 acknowledged that they signed, sealed, and delivered the said instrument as their free and voluntary act for the uses and purposes therein set forth. Given under my hand and notarial seal,this day of �PA .20 Ao =-,STCFFICIAL SEAL ATE LINOIS; 0102122 Notary Public 7 10-15-20 i I Exhibit A i { The following are dates in 2021 for the Canton Historic Depot to be rented by the Mississippi Valley Regional Blood Center from 12:30-7:30pm for the purpose of holding blood drives. Wednesday,January 13 Wednesday,January 27 Wednesday,February 10 Wednesday;February 24 Wednesday,March 10 Wednesday,March 24 Wednesday,April 14 Wednesday,April 28 Wednesday,May 12 Wednesday,May 26 Wednesday,June 9 Wednesday,June 23 Wednesday,July 14 Wednesday,July 28, Wednesday,August 11 Wednesday,August 25 Wednesday, September 8 Wednesday,November 24 Wednesday, September 22 Wednesday,December 8 Wednesday, October 13 Wednesday,December 22 Wednesday, October 27 Wednesday,November 10 8 10-15-20