Loading...
HomeMy WebLinkAboutR-25-64VILLAGE OF DEERFIELD RESOLUTION NO. 2025- R-25-64 A RESOLUTION APPROVING A CONCESSION AGREEMENT WITH KAVE CAFE LLC FOR THE LEASE AND OPERATION OF A CONCESSION STAND AT THE DOWNTOWN TRAIN STATION WHEREAS, the Village of Deerfield ("Village's is a home rule municipality in accordance with Article VII, Section 6 of the Constitution of the State of Illinois of 1970; and WHEREAS, the Village desires to lease a portion of the premises commonly known as the Downtown Train Station, located at 860 Deerfield Road, for the sale to commuters of coffee, soft drinks, muffins, sweet rolls, candies, newspapers, and other similar items ("Services'); and WHEREAS, the Village desires to enter into an agreement with KaVe Cafe LLC ("Vendor's for the provision of the Services by Vendor ("Agreement'); and WHEREAS, the Village Board has determined that entering into the Agreement with Vendor will serve and be in the best interest of the Village and its residents; NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE BOARD OF DEERFIELD, LAKE AND COOK COUNTIES, ILLINOIS, as follows: SECTION 1: RECITALS. The Village Board hereby adopts the foregoing recitals as its findings, as if fully set forth herein. SECTION 2: APPROVAL OF AGREEMENT. The Village Board hereby approves the Agreement in substantially the form attached to this Resolution as Exhibit A, and in a final form approved by the Village Attorney. SECTION 3: AUTHORIZATION TO EXECUTE AGREEMENT. The Mayor and the Village Clerk are hereby authorized and directed to execute and attest, on behalf of the Village, the final Agreement upon receipt by the Village Clerk of at least one original copy of the final Agreement executed by Vendor; provided, however, that if the executed copy of the final Agreement is not received by the Village Clerk within 60 days after the effective date of this Resolution, then this authority to execute and attest will, at the option of the Mayor and Board of Trustees, be null and void. SECTION 4: EFFECTIVE DATE. This Resolution shall be in full force and effect from and after its passage and approval according to law. [SIGNATURE PAGE FOLLOWS] 4930-1862-2843, v. 1 AYES: Benton, Berg, Goldstone, Greenberg, Jacoby, Oppenheim NAYS: None ABSTAIN: None ABSENT: Shapiro PASSED: December 1, 2025 APPROVED: December 4, 2025 RESOLUTION NO: R-25-64 Daniel C. Shapiro, Mayor ATTEST: Kent S. Street, Village Clerk 4930-1862-2843, v. 1 EXHIBIT A AGREEMENT 4930-1862-2843, v. 1 CONCESSION AGREEMENT This Agreement, entered into this _ day of 2025 ("Effective Date'), by and between the Village of Deerfield, an Illinois home rule municipal corporation, ("Village'), and KaVe Cafe LLC, an Illinois limited liability company ("Concessionaire'). WITNESSETH: WHEREAS, the Village is the lessor of the premises commonly known as the Downtown Train Station, located at 860 Deerfield Rd. (hereinafter referred to as "Station'); and has the right to enter into this Agreement with the Concessionaire; and WHEREAS, the Village has set aside a portion of the Station ("Concession Area') for the sale to commuters of coffee, soft drinks, muffins, sweet rolls, candies, newspapers, and other similar items ("Concession Food'); and WHEREAS, Concessionaire desires to lease the Concession Area to operate a "Food Concession" at the Station for a one-year period; and NOW, THEREFORE, in consideration of the promises, covenants, terms and conditions herein contained; the parties mutually agree as follows: 1. Premises: The Concession Area is that location shown upon Exhibit A attached to this Agreement and by this reference made part of this Agreement, which consists of an area, approximately 9' - 4' x 9' - 6" in size. The Concessionaire must secure the Concession Area during the hours when the Food Concession is not in operation. 2. Term of Agreement: The term of this Agreement will be for the period beginning on January 1, 2026 through January 1, 2027 ("Initial Term'). Upon the expiration of the Initial Term, the term of this Agreement will automatically renew on an annual basis for successive twelve-month terms (`renewal Terms'). Notwithstanding any other provision herein, either the Village or the Concessionaire may terminate this Agreement upon written notice to the other party at least 30 days prior to the expiration of the term. 3. Concession Fee: The Concessionaire must pay a monthly concession fee to the Village ("Concession Fee') in the following amounts: a. For the first two months of the Initial Term: $0.00 per month; b. For the remaining ten months of the Initial Term: $500.00 per month; C. For each successive 12-month period, the amount equal to the Concession Fee in the previous 12-month period, adjusted by the Consumer Price Index for all Urban Consumers published by the Bureau of Labor Statistics of the United States 4896-3367-2054, v. 1 Department of Labor for Chicago -Naperville -Elgin, IL -IN -WI, All Items (1982-84 = $100) for the previous calendar year. 4. Manner of Payment: The Concession Fee must be paid at the office of the Village's Director of Finance in the following manner: a. The Concession Fee will be payable in advance on the first day of each and every month. b. Failure to pay the entire Concession Fee when due will constitute a breach of this Agreement and will be grounds for termination of this Agreement by the Village. 5. Security Deposit: Concurrent with the execution of this Agreement, the Concessionaire, must pay to the Village the sum of $500.00 as security for the prompt, full and faithful performance by the Concessionaire of each and every provision of this Agreement and all of the obligations of the Concessionaire hereunder. In the event the Concessionaire defaults in respect to any of the terms, provisions, and conditions of this Agreement including, but not limited to, the payment of the Concession Fee, the Village may use, apply or retain the whole or any part of the security so deposited to the extent required for the payment of Concession Fee, or any other sum as to which the Concessionaire is in default or for any sum which the Village may expend or may be required to expend by reason of the Concessionaire's default in respect to any of the terms, covenants and conditions of this Agreement including, but not limited to, any damages or deficiency in the reletting of the premises, whether such damages, or deficiency accrued before or after summary proceedings or other re-entry by the Village. Within sixty (60) days of the termination of this Agreement, and provided the Concessionaire is not in default, the Village will return to the Concessionaire such amounts that remain as the security deposit at the time of termination. 6. Monthly Statement: a. The Concessionaire must present a statement of the monthly revenue (excluding taxes) of the Food Concession at the office of the Village's Director of Finance monthly within 15 days of the end of each month. Failure to comply will constitute breach of this Agreement. b. The Concessionaire must keep accurate records of all sales and receipts in accordance with such bookkeeping systems as the Village may approve; and the Village will have the right to inspect the books, records and inventories of the Concessionaire at any reasonable time for the purpose of ascertaining the correct rental and other amounts due the Village in terms of this Agreement. 2 4896-3367-2054, v. 1 7. Scope of Concession: The Concessionaire must provide Concession Food to the public without discrimination as to race, color or creed. Sales will be limited to food items, and restricted to soft drinks, coffee, tea, shaved ice, candies, sandwiches, popcorn, peanuts, pastries, and such similar items, with the exception that, in addition to the food items listed above, in the event that Metra requires newspapers to be sold, the Concessionaire must sell newspapers. Additional products and/or services not listed above may be provided or sold by the Concessionaire only upon the prior written approval of the Village. a. The prices charged by the Concessionaire for services, food and drinks must be reasonable and must not be in excess of prices prevailing elsewhere for the same kind and quality of service. b. At no time may the Concessionaire sell or give any alcoholic beverages, or allow any alcoholic beverages to be consumed on the premises. C. The Concessionaire must operate the Food Concession between the hours of 5:00 a.m. and 9:30 a.m., Monday through Friday, not including the following days holidays, which shall be optional: January 1, Martin Luther King, Jr. Day, President's Day, Memorial Day, Juneteenth, July 4, Labor Day, Thanksgiving Day, the day after Thanksgiving "Black Friday", and, Christmas Eve, December 24, Christmas Day, December 25, and December 31 ("Hours of Operation'). Notwithstanding anything to the contrary contained herein, Concessionaire has the option of taking an additional 14 days off, away from the Food Concession, which dates can be consecutive or staggered throughout the year. The Concessionaire must obtain prior written approval from the Village in order to alter the Hours of Operation. d. The Concessionaire must not allow any person to live or sleep on the premises, nor may the Concessionaire permit disorderly persons to remain upon or loiter within the Concession Area. e. The Concessionaire must not use or permit the Concession Area to be used for any other purpose than the Food Concession as set forth herein, or for any unlawful, immoral or indecent activity including but not limited to the sale of any tobacco, tobacco products, alcoholic beverages, fireworks, sparklers, obscene materials, or adult -oriented products. The Concessionaire must confine its activities to the Concession Area. f. The Concessionaire covenants and agrees to keep the Concession Area in a clean, safe, and sanitary condition in accordance with all applicable ordinances, codes, laws, 3 4896-3367-2054, v. 1 statutes, rules and regulations of the Village, the State of Illinois, County of Lake and the United States of America, and all regulatory agencies thereof. 8. Alteration, Repairs, and/or Improvements: The Concessionaire must not make any alterations, repairs, or improvements to the Concession Area or Station without first obtaining the prior written consent of the Village. Requests to make any alterations, repairs, or improvements must be in writing. a. Any such permitted alterations, repairs, or improvements will be made at the expense of the Concessionaire and will become the property of the Village. b. The Concessionaire must not post any signs without obtaining the prior written consent of the Village. C. Concessionaire agrees to vacate the premises at the expiration of the Agreement and Concessionaire must leave the premises in the same condition as at the commencement date, ordinary wear and tear and loss by fire or other casualty excepted. Any improvements and alterations approved by the Village must remain on the premises. 9. Maintenance of Concession Area: The Concessionaire will be responsible for the reasonable and proper care of the Concession Area. He will repair, or cause to be repaired, any damage to property caused by Concessionaire, its employees, agents, guests or patrons. The Concessionaire must keep and maintain the Concession Area in a clean and sanitary condition and must provide adequate garbage and refuse containers which must conform in appearance with existing containers in the Station. 10. Utilities, Taxes and Other Charges: The Concessionaire must contract for and pay for any taxes or other charges incurred or assessed against the operation of the Food Concession herein granted; provided, however, that the Village will provide electric and water without charge to the Concessionaire for the sole purpose of operating said Food Concession. 11. Compliance with Law: a. The Concessionaire must observe and comply with all laws, statutes, ordinances, rules and regulations of the United States government, the State of Illinois, the County of Lake, and the Village, or any department or agency of the foregoing. The Concessionaire must obtain and maintain throughout the term of this agreement any and all applicable health and sanitation permits and inspections. Failure to maintain such permits and inspections will be considered a breach of contract. 4 4896-3367-2054, v. 1 b. The Village hereby expressly reserves the right to enter the premises and/or any part thereof at any time in the event of an emergency. Furthermore, the Village may enter the premises after twenty-four (24) hours notice to make inspections and repairs, to exhibit the premises to prospective tenants, purchasers or others, and to perform any acts related to safety, protection, preservation, reletting, sale or improvement of the premises. 12. Equipment: The Concessionaire must furnish and install at its own expense any equipment, materials, furniture, supplies, etc., required by him for the proper operation of the Food Concession. Concessionaire's equipment may be placed and installed only upon the written approval of the Village. 13. Destruction of Premises: If during the term of this Agreement the Concession Area is destroyed or damaged by acts of God, war or other catastrophe, so that the same is unfit for occupancy or use, the Concession Fee will abate until such time that said Concession Area is duly repaired. In the event such repairs have not been made and the Concession Area is restored for use by the Concessionaire, the Concessionaire, at its option, may terminate this Agreement or continue thereunder pursuant to the terms and conditions hereof. A prorated portion of any Concession Fee prepaid prior to such destruction or damage as is contemplated by this paragraph, will be refunded for the period Concessionaire was not allowed the use of the Concession Area. 14. Subletting and Assignments: The Concessionaire may not sublet the whole or any part of the Concession Area, nor assign, hypothecate, or mortgage this Agreement, or any or all of its rights hereunder without prior written consent of the Village. 15. Indemnity: The Concessionaire will so conduct its activities upon the premises so as not to endanger any person lawfully thereon; and will indemnify, save and hold harmless the Village and all of its officers, agents and employees from any and all claims for losses, injuries, damages and liabilities, including but not limited to, any cost or expenses, including attorney's fees arising from or related to such claim, to persons or property occasioned wholly or in part by the acts or omissions of the Concessionaire, its agents, officers, employees, guests, patrons, or any person or persons admitted to the Concession Area while said premises are used by or under the control of the Concessionaire. 16. Insurance: 5 4896-3367-2054, v. 1 a. During the term of the Agreement, the Concessionaire must purchase and maintain the following insurance, having at least the minimum amount of coverage shown: i. Public liability insurance in an amount not less than $500,000 per injury and $500,000 per occurrence; ii. Property damage insurance in an amount not less than $1,000,000 and iii. Fire insurance in an amount equal to the replacement value of the Concession Area and the improvements thereon, as approved in writing by the Village. b. All insurance required herein must be secured from an insurance company or companies which must have been approved by the Director of Finance and the Village Attorney of the Village, and must name the Village as an additional insured therein. All insurance premiums will be the obligation of, and will be paid by, the Concessionaire. All insurance policies and evidence of the initial payments made thereunder must be delivered to the Director of Finance at the signing of this Agreement, and will be held by the Village for the term of the Agreement. During the term of this Agreement, the Concessionaire must also deposit with the Village all evidence of additional premium payments made under said policies. Each insurance policy must contain a clause whereby the insurance company agrees to give written notice to the Village Director of Finance 30 days prior to any cancellation or alteration of said policy. 17. Breach of Contract: a. Should the Village become dissatisfied with the operation of the Concession, for good cause and good cause only, the Village may provide written notice to the Concessionaire detailing specific concerns. The Concessionaire must address these concerns to the Village's satisfaction within 15 days of receipt of such written notice. Failure to cure said deficiencies will constitute a breach of contract. b. In the event of any breach of any of the terms or provisions of this Agreement, the Village will have, in addition to any other recourse, the right to terminate this Agreement, to enter and obtain possession of the Concession Area, to remove and exclude any and all persons from the Concession Area, and to remove and exclude all property of the Concessionaire therefrom, all without service of notice or resort to legal process and without any legal liability on its part. 6 4896-3367-2054, v. 1 18. Surrender of Premises upon Termination: Upon the termination of this Agreement, the Concessionaire must peaceably surrender and deliver up to the Village possession of the Concession Area, including all improvements or additions thereto, in good order and condition, reasonable wear and tear excepted. 19. Notice: All notices that are required hereunder, or which either the Village or Concessionaire may desire to serve upon the other party, will be in writing, and will be deemed served when delivered personally, or when deposited in the United States certified mail, postage prepaid, return receipt requested, addressed as follows: If to the Village: Village Manager Village of Deerfield 850 Waukegan Road Deerfield, Illinois 60015 If to the Concessionaire: KaVe Cafe LLC 685 Indian Hill Road Deerfield, Illinois 60015 Attn: Pawan Sharma and Sangeeta Sharma 20. Certifications: The Concessionaire certifies hereby that it is not barred from entering into this Agreement as a result of violations of either Section 33E-3 or Section 33E4 of the Illinois Criminal Code and that it has written sexual harassment policy in place in full compliance with 775 ILCS 5/2-105(A)(4). 21. Amendment: No amendment or modification to this Agreement will be effective unless and until the amendment or modification is in writing, properly approved in accordance with applicable procedures, and executed. 22. Binding Effect: The terms of this Agreement will bind and inure to the benefit of the Parties to this Agreement and their agents, successors, and assigns. 23. Third Party Beneficiary: No claim as a third party beneficiary under this Agreement by any person, firm, or corporation may be made or be valid against the Village or the Concessionaire. 24. Relationship Between the Parties: It is understood, acknowledged and agreed by the Parties that the relationship of the Concessionaire to the Village arising out of this Agreement is that of an independent contractor and is not to be construed as partners or joint venturers. Neither the Concessionaire nor any employee or agent thereof is an employee or agent of the Village for any purpose whatsoever. 7 4896-3367-2054, v. 1 25. Provisions Severable: If any term, covenant, condition, or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions will remain in full force and effect and will in no way be affected, impaired, or invalidated. 26. Governing Laws: This Agreement is to be governed by, construed and enforced in accordance with the internal laws, but not the conflicts of laws rules, of the State of Illinois. 27. Entire Agreement: This Agreement constitutes the entire agreement between the parties to this Agreement and supersedes all prior agreements and negotiations between the parties, whether written or oral relating to the subject matter of this Agreement. 28. Waiver: Neither the Village nor the Concessionaire will be under any obligation to exercise any of the rights granted to them in this Agreement except as it may determine to be in its best interest from time to time. The failure of the Village or the Concessionaire to exercise at any time such rights must not be deemed or construed as a waiver of right, nor will the failure void or affect the Village's or Concessionaire's right to enforce such rights or any other rights. 29. Consents: Unless otherwise provided in this Agreement, whenever the consent, permission, authorization, approval, acknowledgement, or similar indication of assent of any party to this Agreement, or of any duly authorized officer, employee, agent, or representative of any party to this Agreement, is required in this Agreement, the consent, permission, authorization, approval, acknowledgement, or similar indication of assent must be in writing. 30. Interpretation: This Agreement is to be construed without regard to the identity of the party who drafted the various provisions of this Agreement. Moreover, each and every provision of this Agreement is to be construed as though all parties to this Agreement participated equally in the drafting of this Agreement. As a result of the foregoing, any rule or construction that a document is to be construed against the drafting party will not be applicable to this Agreement. 31. Exhibit: Exhibit A is attached to this Agreement, and by this reference incorporated in and made part of, this Agreement. In the event of a conflict between the Exhibit and the text of this Agreement, the text of this Agreement will control. 32. Conflicts of Interest: Concessionaire represents and certifies that, to the best of its knowledge, (a) no elected or appointed Village official, employee or agent has a personal financial interest in the business of the Concessionaire or in this Agreement, or has personally received payment or other consideration for this Agreement; (b) as of the date 8 4896-3367-2054, v. 1 of this Agreement, neither Concessionaire nor any person employed by or associated with Concessionaire has any interest that would conflict in any manner or degree with the performance of the obligations under this Agreement; and (c) neither Concessionaire nor any person employed by or associated with Concessionaire may at any time during the term of this Agreement obtain or acquire any interest that would conflict in any manner or degree with the performance of the obligations under this Agreement. 33. Survival. Sections 10 and 15 of this Agreement shall survive termination. 34. The terms of this Concession Agreement will supersede any previous agreement by and between parties. [SIGNATURE PAGE FOLLOWS] 4896-3367-2054, v. 1 IN WITNESS WHEREOF, the parties hereto have affixed their signatures hereto on the date first above written. VILLAGE OF DEERFIELD KAVE CAFE LLC By -f�- Village Manager Its ATTEST: Deputy Village Clerk ATTEST: 4896-3367-2054, v. 1 io VENDOR 2 SCALE: 1/2`=1'-0' 11 4896-3367-2054, v. 1