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R-10-01VILLAGE OF DEERFIELD LAKE AND COOK COUNTIES, ILLINOIS RESOLUTION NO. R -10 -01 A RESOLUTION CONSENTING TO THE ASSIGNMENT OF A CERTAIN CONCESSION AGREEMENT WHEREAS, the Village of Deerfield entered into a certain Concession Agreement dated August 6, 2007 authorizing Dan Lanno ( "Concessionaire ") to operate a food, drink and newspaper concession at the downtown train station (the "Concession "); and, WHEREAS, Concessionaire has requested that the Village consent to assignment of the Concession and Concession Agreement to Mary Becerra and Manuel Becerra, doing business as Marsal News (the "Assignee "); and, WHEREAS, Assignee has demonstrated the capability and resources to operate the Concession in conformance with the Concession Agreement to the satisfaction of the Village; and, WHEREAS, Assignee has further requested that the Village authorize one additional coin- operated vending machine as part of the Concession Agreement; NOW, THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF DEERFIELD, LAKE AND COOK COUNTIES, ILLINOIS, in the exercise of its home rule powers, as follows: SECTION 1: That the President and Board of Trustees hereby authorize and consent to the assignment of the Concession Agreement and all rights thereunder to Assignee. SECTION 2: That the President and Board of Trustees further authorize and direct the Village Manager to execute a First Amendment to Concession Agreement in substantially the form attached hereto. SECTION 3: That this Resolution, and each of its terms, shall be the effective legislative act of a home rule municipality without regard to whether such Resolution should: (a) contain terms contrary to the provisions of current or subsequent non - preemptive state law; or, (b) legislate in a manner or regarding a matter not delegated to municipalities by state law. It is the intent of the corporate authorities of the Village of Deerfield that to the extent that the terms of this Resolution should be inconsistent with any non - preemptive state law, this Resolution shall supersede state law in that regard within its jurisdiction. SECTION 4: That this Resolution shall be in full force and effect from and after its passage and approval as provided by law. PASSED this 19th day of January , 2010. AYES: Benton, Farkas, Jester, Oppenheim, Seiden, Struthers (6) NAYS: None (0) ABSENT: None (0) ABSTAIN: None (0) APPROVED this day of , 2010. Village President ATTEST: Village Clerk -2- FIRST AMENDMENT TO CONCESSION AGREEMENT THIS FIRST AMENDMENT amends the Concession Agreement dated August 6, 2007 by and between the Village of Deerfield, an Illinois municipal corporation (the "Village "), and Dan Lanno ( "Concessionaire "). RECITALS: A. Village and Concessionaire entered into a certain Concession Agreement dated August 6, 2007 (the "Concession Agreement ") authorizing Concessionaire to operate a certain food, drink and newspaper concession (the "Concession ") at the downtown train station located at 860 Deerfield Road, Deerfield, Illinois. B. Concessionaire has requested that the Village consent to the assignment of the Concession and Concession Agreement to Mary Becerra and Manuel Becerra, doing business as Marsal News (the "Assignee ") C. Assignee has further requested that the Village authorize one additional coin- operated vending machine to be installed and operated on the premises of the downtown train station in accordance with Paragraph 7(e) of the Concession Agreement. NOW, THEREFORE, in consideration of the mutual promises, covenants, terms and conditions set forth herein, Village, Concessionaire and Assignee agree as follows: Section 1: Incorporation of Recitals. The above and foregoing recitals, being material to this First Amendment, are incorporated and made a part of this First Amendment as if fully set forth herein. Section 2: Amendment to Scope of Concession. Subparagraph (e) of Paragraph 7 of the Concession Agreement is hereby amended to read as follows: -1- C. The Concessionaire may install not more than three (3) coin- operated vending machines for the sale of non - alcoholic cold beverages and dry, pre - packaged, non - perishable food. The machines shall be located within the station as near as practicable to the concession area as approved by the Village. The Concessionaire shall be responsible for all maintenance and security of the machines, and shall at his cost make any necessary modifications to the electrical system to provide for the safe operation of the machines. The machines shall not block any windows. Section 3: Subject to the provisions of this First Amendment, Village does hereby consent to assignment of the Concession and Concession Agreement by Concessionaire to Assignee. Section 4: Assignment of the Concession and Concession Agreement to Assignee shall be effective at 12:01 a.m. on February 1, 2010 (the "Transfer Date ") Section 5: Concessionaire is responsible for full and complete performance of the Concession Agreement until the Transfer Date and assignment of the Concession Agreement to Assignee, including but not limited to Concessionaire's duty to indemnify the Village under Paragraph 18 of the Concession Agreement for acts or omissions of Concessionaire or his agents, officers, employees, guests or patrons occurring prior to the Transfer Date, which duty shall survive the assignment and transfer of the Concession Agreement to Assignee. Section 6: Assignee shall provide Village with a certificate of insurance in accordance with Paragraph 17 of the Concession Agreement prior to the Transfer Date. Section 7: From and after the Transfer Date, Assignee shall be responsible for full and complete performance of the Concession Agreement, as hereby amended. Section 8: This First Amendment is not binding upon the Village, Concessionaire and Assignee (the "Parties "), or any of them, until and unless it is fully executed by all Parties. -2- Each of the Parties hereto represent and warrant that they have the right, power, legal capacity and authority to enter into and perform their respective obligations under this First Amendment and the Concession Agreement, as hereby amended. Section 9: The persons who have executed this First Amendment do hereby represent and warrant that they are duly authorized to execute this First Amendment in their individual or representative capacity as indicated. Section 10: That this First Amendment shall be in full force and effect from and after its execution by Village, Concessionaire and Assignee, as of the date of execution by the last Party to sign hereunder. IN WITNESS WHEREOF, the Parties have caused this First Amendment to be executed by their duly authorized representatives. Date: I 2-8 , 2010 VILLAGE OF DEERFIELD By: Vill e Manager Date: 01 12,0 32010 MARSAL NEWS, ASSIGNEE 'f' - 9911 Date: z o , 2010 CONCESSIONAIRE Dan Lanno ACORD CERTIFICATE OF LIABILITY INSURANCE OP ID MARS -03 DATE(MM1DD/YYYY) 01/20/10 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION LTR ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Hallberg Insurance Network HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 6640 S. Cicero 1st Floor ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Bedford Park IL 60638 James P. Hallberg Phone:866- 974 -8325 Fax:708- 496 -8143 INSURERS AFFORDING COVERAGE NAIC# INSURED INSURER A: Atlantic Casualty Ins. Company $ EXCLUDED INSURER 8: Marsal News Agency Mary H . Secerra INSURER C: 07/22/09 444 Lake Cook Road Suite #4 Deerfield IL 60015 INSURER D: $50,000 INSURER E: $ 5,000 PERSONAL & ADV INJURY COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED A60VE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR NSR TYPE OF INSURANCE POLICY NUMBER DATE (MM/DD/YY) DATE (MM/DDNY) LIMITS James P. Hallberg GENERAL LIABILITY EACH OCCURRENCE $ EXCLUDED A X COMMERCIAL GENERAL LIABILITY CLAIMS MADE FX] OCCUR L054004447 07/22/09 07/22/10 PREMISES Eeoccurence) $50,000 MED EXP (Any one person) $ 5,000 PERSONAL & ADV INJURY $1,000,000 GENERAL AGGREGATE $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS- COMP /OP AGG $ EXCLUDED .X POLICY PEa LOC AUTOMOBILE LIABILITY ANY AUTO COMBINED SINGLE LIMIT (Ea accident) $ ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY (Per person) $ HIRED AUTOS NON -OWNED AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ EA ACC OTHER THAN $ ANY AUTO $ AUTO ONLY: AGG EXCESSIUMBRELLA LIABILITY EACH OCCURRENCE $ OCCUR CLAIMS MADE AGGREGATE $ $ DEDUCTIBLE $ RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY TORY LIMITS ER E.L. EACH ACCIDENT $ ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. DISEASE - EA EMPLOYEE $ OFFICERIMEMBER EXCLUDED? If yes, describe under SPECIAL PROVISIONS below E.L. DISEASE - POLICY LIMIT $ OTHER DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES 1 EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS For location 860 Deerfield Road Deerfield I1 60015 CERTIFICATE HOLDER CANCELLATION FIPO -00 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 10 DAYS WRrrTEN FOR INFORMATION PURPOSE ONLY NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE James P. Hallberg AUUKU LO (ZUU11W5) © ACORD CORPORATION 1988