HomeMy WebLinkAboutOrdinances - 22-61 - 11/07/2022 - Riverwalk Shoppes Agreement CITY OF MCHENRY
MCHENRY COUNTY
STATE OF ILLINOIS
Ordinance 22-61
An Ordinance Authorizing the Mayor's Execution of a Revocable License
and Management Agreement Between the City of McHenry and McHen�y
Area Chamber of Commerce for the Riverwalk Shoppes
Passed by the
Mayor and City Council
Of the
City of McHenry
McHenry County
State of Illinois
November 7, 2022
Published in pamphlet form by authority of the Mayor and City Council of the City
of McHenry, McHenry County, Illinois this 8th day of November 2022
ORDINANCE NO. 22-61
AN ORDINANCE AUTHORIZING THE MAYOR'S EXECUTION OF A REVOCABLE LICENSE AND
MANAGEMENT AGREEMENT BETWEEN THE CITY OF MCHENRY AND MCHENRY AREA
CHAMBER OF COMMERCE FOR THE RIVERWALK SHOPPES
WHEREAS, the City of McHenry, McHenry County, Illinois, is a home rule municipality as
contemplated under Article VII, Section 6, of the Constitution of the State of Illinois, and the
passage of this Ordinance constitutes an exercise of the City's home rule powers and functions
as granted in the Constitution of the State of Illinois.
NOW, THEREFORE, BE IT ORDAINED by the CITY COUNCIL of the CITY OF MCHENRY,
McHenry County, Illinois, as follows:
SECTION 1: The Revocable License and Management Agreement Between the City of
McHenry and McHenry Area Chamber of Commerce for the Riverwalk Shoppes dated
November 7, 2022 be and the same is hereby approved. A complete and accurate copy of said
license, labeled "Revocable License and Management Agreement Between the City of McHenry
and McHenry Area Chamber of Commerce for the Riverwalk Shoppes" is attached to this
ordinance and incorporated herein by reference as Exhibit "A".
SECTION 2: The Mayor and City Clerk are hereby authorized to affix their signatures
as Mayor and City Clerk to said Revocable License and Management Agreement Between the
City of McHenry and McHenry Area Chamber of Commerce for the Riverwalk Shoppes for the
uses and purposes therein set forth.
SECTION 3: All Ordinance or parts thereof in conflict with the terms and provisions
hereof are hereby repealed to the extent of such conflict.
SECTION 4: This Ordinance shall be published in pamphlet form by and under the
authority of the corporate authorities of the City of McHenry, McHenry County, Illinois.
SECTION 5: This Ordinance shall be in full force and effect from and after its passage,
approval, and publication in pamphlet form as provided by law.
Passed this7th day of November, 2022.
Ayes Nays Absent Abstain
Alderman Devine x
Alderman Glab x
Alderman Harding x
Alderman McClatchey x
Alderwoman Miller x
Alderman Santi x
Alderman Strach x
�-�.. a i��A,�„—
Wayn J tt, ayor Monte Johnson, Deputy City Clerk
Exhibit "A"
Revocable License and Management Agreement Between the City of McHenry
and McHenry Area Chamber of Commerce for the Riverwalk Shonnes
This Revocable License and Management Agreement (the "Agreement") is entered into and
effective this 7t" day of November 2022 (the "Effective Date"), by and between the City of
McHenry (the "City") and the McHenry Area Chamber of Commerce (the "Chamber").
Recitals:
WHEREAS, the City is in the process of developing Miller Point Park as part of the City's
existing riverwalk to enhance the multi-purpose space with a pavilion, activity lawn, parking
expansion, retail shops, etc. as depicted on "Exhibit A" attached hereto and incorporated herein
by reference;
WHEREAS, in order to promote economic development in downtown McHenry, the City and
the Chamber have agreed to partner in the development of the ten (10) retail shops, designated as
the McHenry Riverwalk Shoppes (the "Shoppes") depicted on Exhibit A to be placed in Miller
Point Park (the "Shoppes Area") as depicted on "Exhibit B" attached hereto and incorporated
herein by reference;
WHEREAS, the City, the Chamber, and the McHenry Community High School will cause the
Shoppes to be constructed and placed at Miller Point Park; and
WHEREAS, this Agreement outlines the responsibilities of the City and the Chamber regarding
licensing and management of the Shoppes once constructed.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the
sufficiency of which is hereby acknowledged, the parties agree as follows:
1. License: The City hereby grants the Chamber a revocable license during the term
of this Agreement, subject to termination as described below, over the Shoppes Area for the
purpose of managing and maintaining the Shoppes to add commercial activity and spur on
commercial activity in the downtown area.
2. Maintenance Operation and Mana�ement:
A. The Shoppes: The Chamber shall be solely responsible for keeping the
Shoppes in good, working condition, including interior and exterior maintenance of the
buildings and any lighting attached to the interior and exterior of the Shoppes. The
Chamber shall be solely responsible for continued upkeep of the design and decor of
Shoppes, including signage, consistent with the City's ordinances, rules, and regulations.
The City shall be allowed to conduct inspections of the Shoppes upon two (2) days'
notice.
The Chamber shall be solely responsible for operating and managing the Shoppes and
renting or otherwise allowing occupancy of them. The Chamber shall be responsible for
and use its best efforts to recruit vendors and fill the Shoppes, organize incubator
workshops, promotion and marketing of the Shoppes. If the Chamber fails to maintain the
Shoppes or keep them rented or occupied, the City may provide maintenance and/or
operational oversight and charge the Chamber for the cost of that maintenance and/or
operational oversight at the City's sole discretion.
The Chamber shall be responsible for coordinating the setup of the Wi-Fi or internet
connection for the businesses in the Shoppes.
B. The Sho�pes Area: The City shall be responsible for providing electrical
power to the Shoppes Area. The City shall also be responsible for the maintenance of the
landscape and hardscape of the Shoppes Area, including maintenance of lighting not
attached to the Shoppes, benches, and other amenities. The City shall also be responsible
for snow removal and garbage removal in the Shoppes Area. The City shall provide a
dumpster at Miller Point Park, accessible to lessees of the Shoppes for reasonable,
business use.
3. Utilities: The Chamber shall be responsible for lighting attached to the interior
and exterior of the Shoppes and all electricity utilized by the Shoppes and will pay amounts due
on or before the due date.
4. Ownershin; Upon placement of the concrete foundations in the Shoppes Area
(upon which the Shoppes' structures shall be located), all ownership of the concrete foundations
shall be transferred to the City and the City will be the sole owner. Upon placement of the
Shoppes' structures on the Shoppes Area, all ownership of the Shoppes shall be transferred to the
Chamber and the Chamber will be the sole owner. The Shoppes shall remain on the Shoppes
Area during the term of this Agreement, subject to any State laws or County and City ordinances,
rules, and regulations that are applicable and any additional, reasonable terms and conditions the
City might establish for the Shoppes and the Shoppes Area not inconsistent with the terms of this
Agreement. The City will continue to own the Shoppes Area (the land the Shoppes are location
on).
Upon termination of this Agreement, the Chamber shall remove the Shoppes at its sole cost and
expense. Should the Shoppes remain on the Shoppes Area for a period of ninety (90) days after
the termination of this Agreement, all ownership of the Shoppes shall be transferred to the City
and the City will be the sole owner.
5. Third-Partv Beneficiary: The City shall be an irrevocable third-party
beneficiary to any lease or agreement the Chamber enters into with any lessee for the Shoppes.
The Chamber shall provide the City with copies of all leases and/or agreements for the Shoppes
within ten (10) days of entering into said lease and/or agreement. The City shall have the power
and authority to enfarce any lease and/or agreement on behalf of itself and the Chamber and
charge the Chamber for any expenses incurred, including attorney's fees.
In addition, the Chamber shall use the lease attached hereto as "Exhibit C" and incorporated
herein by reference or substantially similar provisions, including, but not limited to the
following:
i. The parties understand and agree that the City is a third-party beneficiary to the
lease and may enforce any provision of the lease for itself and/or for the Chamber
as if it had all rights of the Chamber. The rights of the City are irrevocable, and
the Chamber and the lessee shall not discharge or modify the rights of the City
without the City's consent.
n Lessee shall maintain Commercial General Liability Insurance in commercially
reasonably amounts for its activities on the Shoppe unit and name the City as the
certificate holder. The following language must be listed on the insurance,
"ADDITIONAL Insured: City of McHenry, all elected and appointed officials, all
employees and volunteers, all boards, commissions, and/or authorities and board
members, including employees and volunteers thereo£" The insurance policy
must be in place and on file at the City before lessee may commence business.
The insurance policy must be active throughout the entire term of the lessee or
lessee will not be allowed to operate until policy is active.
m. The City and the Chamber shall be allowed to conduct inspections of the Shoppes
upon two (2) days' notice.
iv. Lessee must keep his/her/its Shoppe unit and surrounding area in a clean, neat,
and safe manner.
v. Lessee will refrain from using the Shoppe unit in any way that is disruptive, a
nuisance, annoyance, or an inconvenience.
vi Lessee will comply with all laws, ordinances, orders, rules, regulations, and
requirements of federal, state, county, and city government regulating the use and
occupancy of the Shoppe unit.
vii No changes should be made to the outside of the Shoppe unit in such a manner as
to detract from the character and standards of the Shoppe unit.
vui. Lessee shall provide a copy of his/her/its sales tax license and any other licenses
required by City, State, or Federal govermnent.
�. Lessee shall pick-up any trash outside of his/her/its Shoppe unit and dispose in a
proper manner.
x Lessee agrees should lessee breach any provisions in the agreement, the City
and/or the Chamber may at any time declare the lessee in default and terminate
the agreement immediately.
a�i. If applicable, pursuant to 820 ILCS 130/0.01, et seq., not less than the prevailing
rate of wages shall be paid to all laborers, workers and mechanics performing
work on the Shoppes or the Shoppes Area. Note that the prevailing rate of wages
is revised by the Illinois Department of Labor and are available on the
Department's official website.
6. Notice: Any notices and other communications required hereunder shall be in
writing and deemed to have been given when personally delivered or emailed or three (3) days
after being mailed by registered or certified mail,postage prepaid:
If to the City:
If to the City: City Administrator
City of McHenry
333 Green Street
McHenry, Illinois 60050
Email: dmorefield a.,cityofmchenry.or�
If to the Chamber: President
McHenry Area Chamber of Commerce
1257 N Green Street
McHenry, IL 60050
Email: moll �a,mchenrychamber.coin
7. No A�ency: The Chamber is solely responsible for all activities of the Shoppes.
Nothing in this Agreement creates a partnership, agency,joint venture, employment, or any other
type of relationship. The Chamber shall not represent itself as an agent of the City for any
purpose and has no authority to bind the City in any manner whatsoever.
8. Indemnification: The Chamber agrees, to the fullest extent permitted by law, to
defend, indemnify, and hold harmless the City, its officers, directors, affiliates, employees, and
agents, from and against any and all claims, liabilities, losses and expenses (including reasonable
attorney's fees) directly, indirectly, wholly or partially arising from or in connection with any act
or omission of the Chamber, its employees, agents, or lessees arising out of this Agreement.
The City agrees, to the fullest extent permitted by law, to defend, indemnify, and hold harmless
the Chamber, its officers, directors, affiliates, employees, and agents, from and against any and
all claims, liabilities, losses and expenses (including reasonable attorney's fees) directly,
indirectly, wholly or partially arising from or in connection with any act or omission of the City,
its employees or agents, arising out of this Agreement.
9. Term and Termination: This Agreement shall be in full force and effect for a
term commencing on the Effective Date of this Agreement and for a period of ten (10) years.
However, after five (5) years, either party may terminate this Agreement, for any reason or no
reason at all, as follows: i) written notice provided on or before July 31 St of any year shall cause
this Agreement to terminate on January 15r" of the year following written notice; and ii) written
notice provided after July 31 S' of any year shall cause this Agreement to terminate on January
15th of the second year following written notice.
10. Governing Law: This Agreement shall be governed by and construed in
accordance with the laws of the State of Illinois, without reference to its conflict of laws
provisions. If any conflicts arise, any cause of action shall be brought exclusively in the 22nd
Judicial Circuit, McHenry County, Illinois.
11. Entire A�reement: The Chamber and the City acknowledge and agree that this
Agreement represents the entire agreement between the Chamber and the City with respect to the
subject matter addressed herein. The terms of this Agreement may be modified only by a writing
signed by duly authorized representatives of both parties.
12. Authoritv: The person(s) signing this Agreement on behalf of the Chamber
represents and warrants to the City that he ar she has the requisite legal authority and power to
execute this Agreement, and to bind the Chamber to the obligations contained herein.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date specified
below.
CITY OF MCHENRY MCHENRY AREA
CHAMBER OF COMMERCE
Wayne Jett, Mayor Date Date
ATTEST: Name:
Title:
Trisha Ramel, City Clerk Date
Z:I M1McHenryCityof IRiverwalkl EasementDevelopmentAgreement fcnal.clean.10.17.22.docx
Department of
��- Economic Development
�...�..�..
� r„ Douglas Martin,Director of Economic Development
` q McHenry Municipal Center
.'". i 333 Green Street
McHenry, I1linois60050
Phone: (8l5)363-2110
M���y.-�Y Fax: (815)363-2128
� �l dmartin@cityofmchenry.org
www.cityofmchenry.org
Exhibit A
Riverwalk Shoppes
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Department of
�.. Economic Development
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� � Douglas Martin,Director of Economic Development
� ^ McHenryMunicipalCenter
..`',. i 333 Green Street
McHenry, Illinois60050
Phone: (815)363-2110
M����� Fax: (815)363-2128
dmartin@cityofmchenry.org
www.cityofmchenry.org
Exhibit B
Shoppes Area
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Department of
^� Economic Development
� '`^ Douglas Martin,Director of Economic Development
McHenry Municipal Center
`" "~ 333 Green Street
McHenry, Illinois60050
Phone:(8]5)363-2170
McHenr Fax: (815)363-2173
dmartin@cityofmchenry.org
www.cityofmchenry.org
Exhibit C
Lease
McHenry Riverwalk Shoppes 2023 Lease Agreement
This AGREEMENT made and entered into the day of , 2023 by and
between the McHenry Area Chamber of Commerce the "Chamber", 1257 N. Green Street,McHenry,
Illinois 60050 and "Tenant"of a certain Riverwalk Shoppe located
at 1202 Riverside Drive, McHenry, Illinois 60050.
A. The Chamber has agreed to grant a revocable, non-transferable, and non-exclusive use of
unit# at 1202 Riverside Drive, McHenry, Illinois 60050.
B. Tenant has agreed to rent the unit#_ from the Chamber. Therefore,the parties agree
as follows:
1) Use. Retail purposes only.
2) Rent. Rental amount $3500 for the 2023 season. (If Shoppes are delayed in opening past
May 15, the rent will be prorated to reflect the reduced season.) All checks must be
written to McHenry Area Chamber of Commerce.
Rent structure:
January 15th: Refundable Security Deposit of$500,and initial payment of$1000
due to hold your spot.
April lst: $2000
May ls`: $500, plus $25 electric fee
Each month thereafter: $25 electric fee
3) Length of Agreement. The agreement will take effect on May 5'h, 2023 through October
29th, 2023. Move in and store set up is scheduled for approximately May 1 St, 2023.
Penalty for vacating premises before term expires is $200 per week. Shop must be
emptied the week after closing.
4) Trash. The Tenant is responsible for moving any trash from the public rights of way
connected to Tenant's business. If Tenant does not remove trash, the Chamber may
remove the trash and bill the Tenant.
5) Sublease. The Tenant may not sublease its space in whole or part to any other individual
or business. All Tenants must be listed on the ariginal lease unless authorization is given
from staff.
6) Repair& Maintenance. The Chamber shall be responsible for all repairs unless damage is
deliberate by Tenant. In this case, the Tenant shall be responsible to pay for any repairs
the Chamber shall make.
7) Deposit. A refundable security deposit of$500 is due January 15th.
8) Damage. Any damage or permanent changes to the structure shall be repaired and
restored by the Tenant or the Tenant will be charged any fees incurred by the Chamber to
repair or restare the unit out of the security deposit. If damages exceed the security
Department of
,,,,�„� Economic Development
` � McHenry Municipal Center
333 Green Street
� � McHenry,Illinois 60050
_ Phone:(815)363-2ll 0
Fax:(815)363-2128
McHenr dmartin@cityofinchenry.org
deposit,the Chamber reserves the right to bill the Tenant for the remaining cost of
repairs.
9) Inspections. The Chamber and/or the City of McHenry are allowed to conduct
inspections upon reasonable notice.
l0) Insurance. The Tenant shall provide a Commercial General Liability Insurance naming
the McHenry Area Chamber of Commerce as the certificate holder. The following
language must be listed on the insurance, "ADDITIONAL Insured: McHenry Area
Chamber of Commerce, City of McHenry and all elected and appointed of�cials, all
employees and volunteers, all boards, commissions, and/or authorities and board
members, including employees and volunteers thereof."The insurance policy must be in
place and on file at the Chamber's office and given to the Chamber before Tenant may
commence business. The insurance policy must be active throughout the entire season or
Tenant will not be allowed to operate until policy is active.
11) Operating Covenant.
a. The Tenant shall not abandon or leave vacant the unit and shall not allow anyone
other than Tenant, its employees, or agents to occupy it. Tenant shall not conduct an
auction, going-out-of-business, bankruptcy sales, or similar practice.
b. Tenant may not display merchandise outside of the shop other than directly on their
individual shops porch or obstruct the public rights of way without prior written
consent from McHenry Riverwalk Shoppes Manager.
c. Tenant must keep their shop and surrounding area clean, neat, and safe.
d. Tenant will refrain from using the shop in any way that is disruptive, a nuisance,
annoyance, or an inconvenience.
e. Tenant must keep the shop continuously and uninterruptedly open for business and
adequately staffed during the following hours:
May Sth through October 29t'', 2023:
Fridays: l0am to 6pm
Saturdays: l0am to 6pm
Sundays: lOpm to 4pm Initial_
*Shops may be open more hours, but not less hours to maintain consistency an d
attraction to all 10 retail shops.
*These days and hours are MANDATED. Please consider who can cover your shop
if you cannot be there. In case of emergency, please notify the property manager.
Excessive tardiness, emergencies, or early closures may result in a termination of the
contract with final decision by the Chamber.
f. Tenant will maintain a stock of inerchandise throughout the season.
g. Tenant will comply with all laws, ordinances, orders, rules, regulations, and
requirements of federal, state, county, and city government regulating the use and
occupancy of the shop.
h. Tenant will not install any signs on the unit or display any additional signs on the
sidewalk or porch. No outside displays shall be attached to the building, cover the
building, or cover the windows. If outdoor displays are used, they must be tastefully
decorated. They cannot be on the sidewalk. It is the Tenant's responsibility to inform
their employees of the rules. Items must be removed immediately when told orthey
.i:�.
Department of
� � Economic Development
� � McHenry Municipal Center
.'`t i 333 Green Street
McHenry, Illinois 60050
Phone:(815)363-2110
MCHeI"lC F�:(sl s>s6s-2�as
dm artin@cityofmchenry.org
will be removed by the manager after the second warning of the season. If racks are
used,they are limited to one rack for their outdoor display.
i. No changes should be made to the inside structure or the outside ofthe shop in such a
manner as to detract from the character and standards of the unit. No modifications to
slatwall, floors, windows, doors.
j. Tenant shall say no disparaging remarks to the public about the Chamber, City,
McHenry Riverwalk Shoppes or any entity involved in the Shoppes or downtown.
Vendors shall be courteous to other vendors, customers, and other business owners.
k. Tenant shall provide a copy of their sales tax license and any other licenses required
by City, State, or Federa] government.
1. Electricity is provided; however, there is a $25 per month electric fee that will be
charged to each vendor. lf electricity usage is excessive, the Chamber reserves the
right raise the electric fee on a case-by-case basis.
List any appliances to be used at your shop:
m. Tenant shall participate in marketing the McHenry Riverwalk Shoppes as well as
their own shop including social media, events, and activities at McHenry Riverwalk
Shoppes.
n. Tenant shall attend all required workshops as determined by the Chamber as part of
the Incubator Program.
o. Tenant is responsible for their own internet connection to accept payments. The
Chamber is not responsible for any missed sales that may happen from the lack of
internet.
p. Tenants shall keep the outside and inside of their shop clean at all times. Tenants
shall pick-up any trash outside of their shop and dispose in a proper manner.
12) Third Party Beneficiary. The parties understand and agree that the City of McHenry is a
third-party beneficiary to this agreement and may enforce any provision of the agreement
for itself and/or for the Chamber as if it had all rights of the Chamber. The rights of the
City of McHenry are irrevocable, and the Chamber and the Tenant shall not discharge or
modify the rights of the City of McHenry without the City of McHenry's consent.
13) Prevailing Wage. If applicable, pursuant to 820 ILCS 130/0.01, et seq., not less than the
prevailing rate of wages shall be paid to all laborers, workers and mechanics performing
work on the Shoppes or the Shoppes area. The prevailing rate of wages is revised by the
Illinois Department of Labor and are available on the Department's official website.
14) Default. Tenant agrees should Tenant breach any provisions in the agreement,the
Chamber or the City of McHenry may at any time declare the Tenant in default and
terminate the agreement immediately.
l5) Indemnification. Tenant shall indemnify the McHenry Area Chamber of Commerce, its
board, staff, and volunteers, as well as the City of McHenry, its officials, etc. against any
and all acts arising out of Tenants use of the shops, and all claims, liability, liens, etc.
l6) Reimbursement. Tenant agrees that it shall reimburse the Chamber for any and all costs
and expenses, including reasonable attorneys' fees that the Chamber incurs in connection
with the enforcement of its rights under this Agreement.
Department of
��'�'��, Economic Development
� � McHenry Municipal Center
� : 333 Green Street
McHenry,Illinois 60050
Phone:(815)363-2110
Fax:(815)363-2128
McHenr dmartin@cityofmchenry.org
17) Remedies. Faillire to pay rent; failure to perform any covenant will give the Chamber the
right to terminate the Agreement.
18) Governing Law. This Agreement shall be governed by the laws of the State of Illinois.
l9) Entire Agreement. This Agreement shall constitute the entire agreement and supersede
any other written or oral agreements between the parties.
20) Severability. Should any one or more of the provisions of this Agreement be determined
to be �inlawful, invalid, or unenforceable, the remaining provisions of this Agreement
shall not be impaired.
IN WITNESS WHEREOF, the Chamber and Tenant have caused this agreement to be executed on
the day of
WITNESSES: McHenry Area Chamber of Commerce:
Printed Name:
Signature:
Tenant:
Printed Name:
Signature:
Please contact the McHenry Area Chamber of Commerce with your signed contract, deposit, and any
questions.