Chicago Public Schools
EXHIBIT A Special Provisions for Usage During School Hours - CPS Background Checks
EXHIBIT B Special Provisions for Youth Programs Outside of School Hours - Licensee Background Checks
EXHIBIT C Special Provisions for Use of Pool
EXHIBIT D Special Provisions for Use of Kitchen
EXHIBIT E Special Provisions for Carnivals and/or Inflatables
EXHIBIT F Special Provisions for Covid-19 Pandemic
THIS LICENSE AGREEMENT (“Agreement”) is a binding legal agreement made and entered into as of the "Approved Date" on the FACILITY USE PERMIT (“the Effective Date”), between the Board of Education of the City of Chicago, a body politic and corporate, having an address of 42 West Madison Street, Chicago, Illinois (“Licensor” or “Board”) and the designated Licensee on the APPLICATION QUESTIONS & LEGAL ACKNOWLEDGMENTS form (“Licensee”).
For and in consideration of the mutual promises and covenants set forth in this Agreement, the parties agree as follows:
1. Grant of License. Licensor hereby grants to Licensee the right, privilege and permission, subject to the terms and provisions of this Agreement, to use and occupy the premises (“the Premises”), located at the School (“the School”) for the sole purpose listed on the APPLICATION QUESTIONS & LEGAL ACKNOWLEDGMENTS form (“the Use”), and only during the time periods expressed herein. By using the Facilitron site to book space with Licensor, Licensee agrees to be bound by this License Agreement. The following additional documents are hereby incorporated into and made a part of this Agreement:
2. Limitation on License. Licensee hereby acknowledges and agrees that the license granted hereunder is subject to certain limitations and restrictions, namely:
A. Licensee shall have the right to utilize the Premises only on the approved scheduled days and times (“the permitted Use time”). Any use by Licensee beyond the permitted Use time must be approved by the School and shall be subject to an additional fee or fees to be paid by Licensee to the School pursuant to Section 4 below. Licensee must vacate the Premises, including the School Parking Lot, no later than 10 minutes past the permitted Use time unless specific permission is obtained from Licensor.
B. Licensee acknowledges that the primary function of the Premises is in connection with the operation of the School and that Licensee’s license hereunder is, and shall at all times remain throughout the Term (as hereinafter defined), subordinate to and ancillary to School operations; and in accordance therewith, Licensee hereby agrees that: (i) Licensee shall conduct its operations in the Premises in a manner that will not interfere with, interrupt, or disturb or disrupt in any manner the operation of the School; (ii) Licensee’s Use shall not be exclusive and Licensor shall have the right to use the Premises for its own purposes in whole or in part, which purposes shall, at all times, remain paramount to Licensee’s right hereunder; and (iii) without any reduction in the License Fee, upon not less than twenty-four (24) hours notice from the Licensor to the Licensee, the Licensor shall have the right to use the Premises for special functions, including, but not limited to, graduation, report card pickup day and parent/teacher conferences.
3. Term of License. The term of this License Agreement shall the first date listed on the Facility Use permit through the last date listed on the Facility Use Permit (“the Term”). Notwithstanding the foregoing and subject to the restrictions outlined in this Section 3, either party may terminate this Agreement via Facilitron.com, at any time, with or without cause. If Licensor determines, in its sole discretion, that the Use compromises or in any way interferes, directly or indirectly, with the safety and security of the School, Licensor may terminate this Agreement immediately.
4. License Fee. Licensee shall pay in advance, directly to Facilitron, the license fees due on the Facilitron Invoice (“License Fee”) plus any expenses related to the use, such as credit card fees, commission to Facilitron, and convenience or permit fees, etc. Payment shall be due prior to start of use. If Licensee uses the Premises beyond the permitted Use time outlined herein, Licensee shall be responsible for paying an additional fee to Facilitron for the additional usage. Licensee shall not make direct payments to the School or to Licensor at any time.
5. Costs and Expenses. Any and all costs, expenses or fees arising out of or relating to the granting of this License or the Use shall be borne by Licensee, including, without limitation, permit or approval fees, amusement taxes, leasehold taxes, insurance premiums and, if necessary, security costs. For the purposes of this Section 5, Licensee may, in its discretion and its sole cost, provide security personnel during the permitted Use time of the Premises; provided, however, that if Licensor determines that security is necessary during the permitted Use time, Licensee shall be required to provide security personnel at its sole cost or reimburse Licensor for such security costs, and the amount of security personnel necessary shall be determined in Licensor’s sole discretion. All security personnel provided by Licensee shall meet the State and Federal Security Guard Licensing Requirements. To the extent Licensor pays any of the preceding costs, expenses or fees, Licensee shall reimburse Licensor within five (5) days after receipt of written notice from Licensor regarding the same.
6. Compliance with Laws and Neighborhood Protection Provisions. For the purpose of this Section 6, “Licensee” shall refer to Licensee and its agents, employees, invitees, members and guests. Licensee shall, at all times during the Term, and any renewal thereof, comply with all laws, codes, statutes, ordinances, regulations and Licensor’s Board Rules applicable to this Agreement and Licensee's Use, including those relating to swimming pools, carnivals, and/or inflatables (if applicable). Licensor’s Rules and Policies are available at:
In conjunction therewith, Licensee shall obtain, at its sole cost and expense, all zoning and other approvals and permits necessary to use the Premises for the Use stated herein.
Licensee shall comply with all City Ordinances, Rules and Regulations, relating to or governing the use of the Premises or the adjoining public right of way, including but not limited: the consumption, possession or sale of alcoholic or intoxicating beverages, tobacco, illegal drugs or related paraphernalia; excessive noise; loitering; littering; and barbequing and/or tailgating. Licensee acknowledges and agrees that it is strictly prohibited from consuming, possessing or selling alcoholic or intoxicating beverages on the Premises and on the adjoining right of way, and that it is strictly prohibited from utilizing sound amplifying or broadcasting equipment within the Premises or School at any time without the Board’s prior written approval. Failure to adhere to this requirement will result in immediate termination of the License Agreement.
A. Licensee shall be responsible for normal maintenance of the Premises during the permitted Use time.
B. Licensee shall repair any damage to the Premises caused by Licensee, or by its agents, employees, invitees, members and guests. Licensee shall return the Premises to the Licensor in the same or better condition than received.
C. Licensee shall, at all times during the permitted Use time, at Licensee’s sole cost and expense, keep the Premises free of all debris, bottles and trash and shall not leave trash or litter on the public way or on private properties near or adjacent to the Premises.
D. Licensee shall be responsible for all snow removal desired during the permitted Use time. If Licensee fails to remove the snow or requests Licensor to remove the snow, Licensee shall reimburse the Licensor, on demand, the actual cost of the plowing.
E. Upon Licensor’s request or prior written consent, Licensee shall provide and maintain, at its expense, sufficient portable toilet facilities for certain outdoor events it sponsors at the Premises. Licensee shall promptly remove such portable toilet facilities upon completion of each outdoor event.
8. Alterations and Modifications. Licensee shall not alter, modify, improve or otherwise change the Premises, except as otherwise permitted or required under this Agreement, without (i) prior written consent from Licensor, and (ii) written proof that the Premises are zoned to allow any such alteration, modification, or improvement. Any request from Licensee to alter, modify, or improve the Premises must include drawings or a detailed written proposal of any such requested changes. All Licensor-approved alterations, modifications, improvements or changes shall be at the sole cost and expense of Licensee.
9. Indemnification. To the fullest extent permitted by law, Licensee shall indemnify, defend and hold harmless Licensor (and any titleholders of record, including the City of Chicago [“City”] and the Public Building Commission of Chicago [“PBC”], as the case may be), the School and the Local School Council that is affiliated with the School, and their respective board members, officers, directors, employees, agents, affiliates, and representatives, and all other parties claiming by, through or under any of the preceding, from and against any and all claims, demands, suits, liabilities, injuries (personal or bodily), property damage, causes of action, losses, expenses, damages or penalties, including, without limitation, court costs and attorneys' fees, arising or resulting from, or occasioned by or in connection with: (i) the occupancy or Use of the Premises by Licensee, or its invitees, employees, agents, affiliates or other representatives; (ii) any act or omission to act (whether negligent, willful, wrongful or otherwise) by Licensee, or its invitees, employees, agents, affiliates or other representatives; (iii) a violation of any laws, statutes, codes, ordinances or regulations by Licensee, or its invitees, employees, agents, affiliates or other representatives; and/or (iv) any breach, default, violation or nonperformance by Licensee of any term, covenant, condition, duty or obligation provided in this Agreement. This indemnification, defense and hold harmless obligation shall survive the termination of this Agreement.
10. Waiver of Claims. To the fullest extent permitted by law, Licensee hereby releases Licensor (and any titleholders of record, including City and PBC, as the case may be), the School and the Local School Council that is affiliated with the School, and their respective board members, officers, directors, employees, agents, affiliates, and representatives, and all other parties claiming by, through or under any of the preceding, from and waives all claims for damages to person or property sustained by Licensee, regardless of the cause thereof.
11. Insurance. Licensee shall, at its sole cost and expense, maintain for the duration of this Agreement the insurance coverage indicated below. All such insurance shall be in form and substance satisfactory to Licensor, and shall be issued by insurers authorized to do business in the State of Illinois and rated "A-VII" or better by A.M. Best & Company. This insurance shall also provide that there will be no cancellation unless the Board receives thirty (30) days prior written notice. All liability insurance policies must cover the negligent acts or omissions to act of Licensee. Upon execution of this Agreement, certificates of insurance evidencing such coverages shall be provided to Licensor, and such certificates shall state that the insurance coverage thereby provided may not be amended, canceled or not renewed without at least thirty (30) days prior written notice to Licensor and to: Real Estate Department, Board of Education of the City of Chicago, 42 West Madison Street, Chicago, Illinois 60602.
12. Condition of Premises. No agreements or representations have been made to Licensee regarding the condition of the Premises, its suitability for the stated Use, or whether it is zoned properly for Licensee's intended Use. By executing this Agreement, Licensee conclusively waives all claims relating to the condition of the Premises and accepts the Premises as being free from defects and in good, clean and sanitary order, condition and repair.
13. Return of Premises. Upon the termination of this Agreement, Licensee shall immediately vacate and surrender the Premises; returning the same to Licensor in the condition required by Section 7 above.
14. Default. If Licensee or any of its agents, employees, invitees, members or guests fails to observe or perform any covenant, agreement, obligation, duty or provision of this Agreement, Licensor may, after five (5) days' prior written notice to Licensee and without prejudice to any other right or remedy Licensor may have at law and/or in equity, terminate this Agreement. Notwithstanding the above, Licensor may terminate this Agreement immediately if Licensee consumes, possesses, sells or offers alcoholic or intoxicating beverages, tobacco or any illegal drugs or paraphernalia on the Premises, or upon the occurrence of any action or failure to act by Licensee which affects the safety and/or welfare of students or Board staff.
15. Late Fee. For any payment due under this Agreement, if such periodic payment is not received in full by Licensor by the fifth (5th) day after its due date, Licensee shall be assessed a late fee equal to five percent (5%) of the total amount of any such payment when due.
16. Assignment and Successors & Assigns.
A. The interest of Licensee under this Agreement is personal to Licensee and may not be assigned or transferred to any other individual or entity without Licensor's prior written consent. Licensor shall have the right at any time to transfer or assign its interest under this Agreement.
B. This Agreement shall be binding upon, and inure to the benefit of, the successors and assigns of Licensor. While this Agreement shall likewise be binding upon the successors and permitted assigns of Licensee, it shall not inure to the benefit of Licensee's successors or unpermitted assigns.
17. Notices. All notices required hereunder shall be in writing and shall be deemed properly served if delivered in person or if sent by registered or certified mail, with postage prepaid and return receipt requested, to the following addresses (or to such other addresses as either party may subsequently designate). Licensor may also send notice to Licensee by electronic mail (e-mail) and/or by facsimile to the address listed below as additional methods of serving notice on Licensee.
If to Licensor:
Board of Education of the City of Chicago
Department of Facilities
Loop Office / GSR 125
42 West Madison Street
Chicago, Illinois 60602
ATTN: Director of Real Estate
With a copy to:
Board of Education of the City of Chicago
1 North Dearborn, 9th Floor
Chicago, Illinois 60602
ATTN: General Counsel
Contact information provided on APPLICATION QUESTIONS & LEGAL
ACKNOWLEDGMENTS form completed by Licensee
All notices required hereunder shall be deemed received on the date of delivery, or attempted delivery, if delivered in person, or if mailed, on the date which is two (2) days after the date such notice is deposited in the U.S. mail. Notice sent to Licensee by e-mail or by facsimile shall be deemed given on the same sent with confirmation that the notice was transmitted to Licensee by facsimile or electronic mail on that day.
18. 105 ILCS 5/34 Provisions.
A. This Agreement is not legally binding on the Licensor if entered into in violation of the provisions of 105 ILCS 5/34-21.3 which restricts the employment of, or the letting of contracts to, former Board Members during the one-year period following expiration or other termination of their terms of office.
B. Each party to this Agreement hereby acknowledges that, in accordance with 105 ILCS 5/34-13.1, the Inspector General of the Board of Education has the authority to conduct certain investigations and that the Inspector General shall have access to all information and personnel necessary to conduct those investigations.
19. Board of Education Indebtedness Policy. The Board of Education Indebtedness Policy (96-0626-PO3), adopted July 26, 1996, as amended from time to time, is hereby incorporated into and made part of this Agreement as if fully set forth herein.
20. Board of Education Ethics Code. The Board of Education Ethics Code (11-0525-PO2), adopted May 25, 2011, as amended from time to time, is hereby incorporated into and made part of this Agreement as if fully set forth herein.
21. Press Releases; Publicity; Board Intellectual Property. Licensee shall not issue publicity news releases, grant press interviews, or use any intellectual property belonging to Licensor, including but not limited to the CPS logo or the logos of any schools, prior to or during or after the term of this Agreement, nor may Licensee photograph or film within any CPS school or facility without the express written consent of an authorized representative of the Board.
22. Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Illinois.
23. Entire Agreement. This Agreement, the FACILITY USE PERMIT produced by Facilitron.com, the APPLICATION QUESTIONS & LEGAL ACKNOWLEDGMENTS form completed by Licensee on Facilitron.com, the Invoices produced by Facilitron.com, and the Exhibits below, including any mutually agreed-upon additional exhibits attached hereto by both Parties, represents the entire agreement between Licensor and Licensee and supersedes all prior negotiations, representations or agreements, whether written or oral. This Agreement may be amended or modified only by a written instrument executed by both Licensor and Licensee.
24. Severability. In case any provision in this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected.
25. No Third Party Beneficiary. This Agreement is not intended and shall not be construed so as to grant, provide or confer any benefits, rights, privileges, claims, causes of action or remedies to any person or entity as a third party beneficiary under any statutes, laws, codes, ordinances or otherwise.
26. Local School Council Approval. This Agreement is subject to approval of the members of the School’s Local School Council.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date listed above.
LICENSOR: Board of Education of the City of Chicago, executed by the Real Estate Department in accordance with Board Rule 7-13
Special Provisions for Usage During School Hours - CPS Background Checks
If Licensee’s Use time is during school hours, primarily for CPS students, for more than ten (10) days per 365-day period, or when significant numbers of School students are present during Use times, Licensee shall complete Licensor’s background check and provide additional insurance per Section 11.
Licensee shall comply with the following requirements for DNH Check, Criminal History Records Check and DCFS Check, and such other procedures as may be determined necessary by the Board from time to time, for each employee, agent, volunteer or subcontractor who may be on the Premises under this Agreement (individually and collectively “Staff”) (“Background Check”). Contact via text messages, live chats, emails, telephone, in person, or through any other means shall be considered “contact” for purposes of this Section. Licensee shall not allow any Staff to: (1) be on the Premises under this Agreement until the Board has completed a DNH Check; or (2) have contact with students until Licensee has confirmed with the Board that each respective Staff has successfully completed the Criminal History Records Check in accordance with the following requirements:
13. Immediately terminate access to the Premises for any Staff determined by the Board not to have passed a Background Check or update for any matters arising after an initial Background Check.
14. Allocation of Costs and Liquidated Damages. Licensee is obligated to cause the Background Check to be performed for all Staff, and Licensee shall be responsible for the costs of such Background Check. Whether or not Licensee allocates the costs to its subcontractors shall not affect Licensee’s obligations in this Section.
If Licensee fails to comply with this Section, in whole or in part, then, in addition to the Remedies set forth in this Agreement, the Board may exercise additional remedies, including but not limited to: (i) withholding payments due under any other agreement Licensee may have or enter into with the Board until Licensee remedies such non-compliance to the Board’s reasonable satisfaction; (ii) immediately terminating this Agreement without any further obligation by the Board of any kind ; (iii) seeking liquidated damages; (iv) or taking any other action or remedy available under this Agreement or by law.
Liquidated damages shall be calculated as $5,000.00 per breach of this Section, which, for purposes of clarity, for the aggregate calculation of liquidated damages, will include each instance of contact with CPS students by Staff as a separate breach. It is understood and agreed that Licensee’s non-compliance with this Section shall constitute a material breach of this Agreement.
Special Provisions for Youth Programs Outside of School Hours - Licensee Background Checks
If Licensee’s Use time is outside of school hours, outdoors, or when no or few School students are present, Licensee shall complete the following background check and provide additional insurance per Section 11.
Criminal History Records Search. Licensee represents and warrants that, at its own cost and expense, it shall have a complete fingerprint-based criminal history records check (“Records Check”) conducted on any and all employees, agents, and subcontractors (“Staff”) who may have direct, regular contact with CPS students or any other minors under this Agreement in accordance with the Illinois School Code (§105 ILCS 5/34-18.5); the Sex Offender and Child Murderer Community Notification Law, created under Illinois Public Act 94-219, eff. August 2005; and the Child Murderer Violent Offender Against Youth Notification Law, created under Public Act 94-945. Such complete Records Check consists of the following:
The purpose of the Records Check is to confirm that none of these persons have been convicted of any of the criminal or drug offenses enumerated in subsection (c) of §105 ILCS 5/34-18.5 or any offenses enumerated under the Sex Offender and Child Murderer Community Notification Law, or the Child Murderer Violent Offender Against Youth Notification Law, or have been convicted within the past seven (7) years of any other felony under the laws of Illinois or of any offense committed or attempted in any other state or against the laws of the United States that, if committed or attempted in the State of Illinois, would have been punishable as a felony under the laws of Illinois.
Licensee understands and agrees that it shall not allow any of its employees or subcontractors to have direct regular contact with a CPS student or any other minor until a Records Check has been conducted for such person and the results of the Records Check satisfies the requirements of §105 ILCS 34-18.5 and the requirements of the Acts and Laws referenced in the preceding paragraph, as amended from time to time.
If Licensee is an individual, Licensee represents and warrants that Licensee is in compliance with Section 5/34-18.5 of the Illinois School Code as from time to time amended, and has never been convicted of the offenses enumerated therein. Further, Licensee agrees to submit to the above procedure regarding background investigations and to fully cooperate and provide the Board with all necessary information in order for Licensor to perform all such above checks on Licensee, all at Licensee’s expense.
It is understood and agreed that Licensee’s non-compliance with this Section will constitute a material breach of this Agreement, and Licensor also will have the right to immediately terminate this Agreement and to take any other action or remedy available under this Agreement, at law, or in equity.
Special Provisions for Use of Pool
If the School pool is included as part of the licensed Premises, the additional provisions apply.
Special Provisions for Use of Kitchen
If the School kitchen is included as part of the licensed Premises, Licensee acknowledges that the School and the Department of Nutrition Support Services (NSS) has priority use of the kitchen and such usage may not occur without NSS approval. Licensee, including Licensee’s food service providers, agents, employees, invitees, members, and guests, shall:
Special Provisions for Carnivals and/or Inflatables
If a carnival is to be held on the Premises or if inflatables will be brought on the premises, Licensee shall:
1. Provide additional insurance per Section 11.
2. Provide proof of City of Chicago Event permit for carnival and City Special Events.
SPECIAL PROVISIONS FOR COVID-19 PANDEMIC