Request for Qualifications for Operation of a Relevant Retail Business at Northbrook Metra Station

EXHIBIT A Standard Sub-Lease Agreement
NORTHBROOK COMMUTER RAILROAD STATION
MAINTENANCE AND SUB-LEASE AGREEMENT
THIS SUB-LEASE AGREEMENT made and entered into this ____ day of ______________ 2026, by
and between the Village of Northbrook, an Illinois Municipal Corporation and (Name), of (Address),
(City), Illinois, (hereinafter referred to as "Sub-Lessee"):
WITNESSETH:
WHEREAS, the commuter railroad passenger station is constructed on land located at 1401 Shermer
Road in the Village of Northbrook, County of Cook, State of Illinois, and schematically illustrated in
Exhibit "A" attached hereto and, by this reference made a part hereof (the "Premises"); and
WHEREAS, the fee simple owner of the passenger station is the Commuter Rail Division of the
Regional Transportation Authority (hereinafter referred to as "METRA"); and
WHEREAS, METRA leased the Premises to the Village of Northbrook under a Maintenance and Lease
Agreement (hereinafter referred to as the "Lease Agreement" or "Underlying Lease") dated October 14,
1988; and
WHEREAS, the Village of Northbrook (hereinafter referred to as "Sub-Lessor") desires to sub-lease a
portion of the Premises to the Sub-Lessee (approximately 232 square feet including two storage closets)
plus certain limited common space in the north entry hallway and station waiting area adjacent to the tenant
space for several licensed vending machines, and portable coolers, condiment cart and newspaper racks.
The portion of the Premises which Sub-Lessee may occupy pursuant to the Sub-Lease is depicted on
Exhibit "A."
NOW, THEREFORE, for and in consideration of the rent and provisions and covenants below, and other
good and valuable consideration, the receipt and sufficiency which is hereby mutually acknowledged, the
Sub-Lessor and the Sub-Lessee do hereby covenant and agree as follows:
1. SUB-LEASE. Each and every provision of this Sub-Lease shall be subordinate and subject to the
provisions of the Underlying Lease. Except as specifically provided herein, the Sub-Lessee shall be
bound by the provisions of the Underlying Lease binding upon the Lessee therein, except that the Sub-
Lessee herein shall not be bound by any provision of the Underlying Lease for the payment of rent, taxes
and assessments or any other provision of the Underlying Lease which is applicable only to the Premises
covered by it as a whole and not to the Premises covered by this Sub-Lease.
2. RENT and SECURITY DEPOSIT. The Sub-Lease term shall commence__________, 2026.
Sub-Lessee covenants and agrees to pay Sub-Lessor monthly rent for the Premises in the amount of $400
dollars per month, which payment shall be due on the 1st day of each month. A security deposit of $800,
will be paid on or about the execution of Sub-Lease Agreement, and will remain on deposit for the
duration of the Sub-Lease Agreement.
3. UTILITIES. Sub-Lessee shall pay for any data connections for the space. Water and Electricity shall be
provided to the rental space by the Village at no cost.
4. PURPOSE. The Premises shall be used by the Sub-Lessee for the following purpose(s) only: retail
business or concessionaire selling food, coffee, tea and other non-alcoholic beverage service including
carry-out, donuts, bagels and snacks, vending machines, newspaper, magazine, and book vending
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EXHIBIT A Standard Sub-Lease Agreement
services and such other compatible services as may be approved by the Sub-Lessor in writing. Sub-Lessee
agrees to handle only such articles as are appropriate to this type of business, occupancy or use.
5. HOUSEKEEPING. Sub-Lessee shall at all times keep the Premises clean, sanitary and in good condition
and repair, including the painting thereof, and in full compliance with all applicable food service and
health code regulations subject to enforcement by the Village Sanitarian. Sub-Lessee shall not post, paint
or place, or pen-nit others to post, paint, or place, on the Premises any advertisement or sign not related
directly to Sub-Lessee's business. All such signage must be approved in writing by Sub-Lessor and
METRA.
6. COMPLIANCE: INSURANCE AND LEGAL. (A) Sub-Lessee shall not use or permit upon the Premises
(1) anything that will invalidate any policy of insurance now or hereafter carried on the Premises or any
building or structure thereon, or (2) anything that will increase the rate of such insurance. Sub-Lessee
shall maintain the Premises, building and structures thereon in accordance with the requirements of all
local ordinances, and state and federal laws in effect during the term of this Sub-Lease.
a. The Sub-Lessee agrees to obtain, at his own expense and cost, and to keep in full force and
effect during the term of this Sub-Lease, General Liability Insurance for a combined single
limit of not less than $2,000,000 in any one occurrence for personal injury and/or property damage
liability. The insurance so afforded shall be written in favor of Sub-Lessee and METRA and shall
include coverage for liability and indemnifications assumed under the Sub-Lease. The insurance
shall name both the Sub-Lessor and METRA as additional insureds. Written evidence of such
insurance shall be filed with both Sub-Lessor and METRA, and the insurance policy and/or
certificate of insurance MUST show the following:
(i) The policy will not be canceled or materially changed unless 60 days prior written
notice is given to the Director of Public Works, Village of Northbrook, 655 Huehl Road,
Northbrook, Illinois 60062.
(ii) This insurance policy covers the contractual obligations of this Sub-Lease. Nothing
contained in this section shall limit the liability of the Sub-Lessee under Sections 12, 13
and 30 hereunder.
7. NO SUBROGATION. Sub-Lessee agrees to have all insurance policies issued to it, or for or upon the
Sub-Lessee's account, covering any injuries to persons or any loss or damage to property- so written that
the insurer shall have no claim or recourses of any kind whatsoever against Lessor, Sub-Lessor or the
Premises.
8. POLLUTANTS & CONTAMINANTS. Sub-Lessee agrees to comply with all ordinances, laws, rules or
regulations enacted by any governmental body or agency relating to the control, abatement, or emission
of air and water contaminants and/or the disposal of refuse, solid wastes or liquid wastes or any other
ordinances, laws, rules or regulations which may be applicable to Sub-Lessee or their activities on the
leased Premises. Sub-Lessee shall bear all costs and expenses arising from compliance with said
ordinances, laws, rules or regulations, and shall indemnify and save harmless Sub-Lessor and METRA
from all liability, including without limitation, fines, forfeitures and penalties arising in connection with
failure by Sub-Lessee to comply with such ordinances, laws, rules or regulations. Sub-Lessee will provide
to Sub-Lessor tangible evidence of their compliance with all ordinances, laws, rules or regulations upon
the commencement date of this Sub-Lease.
9. RELOCATION OF UTILITIES OR FACILITIES. Sub-Lessee accepts the Premises subject to rights of
any party, including METRA and Sub-Lessor, in and to any existing conduits, sewers, waterlines, gas
lines, power lines, drainage facilities, telephone, telegraph, cable TV or other wires, and policies and
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EXHIBIT A Standard Sub-Lease Agreement
utilities or easements, permits, licenses or facilities of any kind whatsoever, whether or not of record.
Should it at any time become necessary to relocate any of same by reason of this Sub-Lease, Sub-Lessee
shall bear and pay the cost of so doing.
10. EXISTING FACILITIES. METRA and Sub-Lessor reserve the right to maintain or relocate its existing
facilities, or to construct and thereafter maintain new facilities, on or in the vicinity of the Premises with
no liability for damages to Sub-Lessee's interests or property resulting from such activities. METRA and
Sub-Lessor reserve the right to use any or all existing facilities in manners that meet the best interests of
Menu and Sub-Lessor as determined by those entities. No dedicated free parking shall be provided for
the Sub-Lessee.
11. TITLE. Sub-Lessor makes no covenant for quiet enjoyment of the Premises. Sub-Lessee assumes any
damages that may result from, or be in connection with, any want or failure at any time of METRA's or
Sub-Lessor's title, if any, to the Premises.
12. INDEMNIFICATION. Sub-Lessee agrees also to indemnify and hold harmless Sub-Lessor and METRA
from any and all liability for loss or damage to property and all injury to or death of any persons while
on the Premises whenever such loss or damage to the property or injury or death is caused solely by Sub-
Lessee's negligence or arises solely from Sub-Lessee's operations on the Premises. Sub-Lessor agrees
also to indemnify and hold harmless Sub-Lessee from any and all liability for loss or damage to property
and all injury to or death of any persons while on the Premises whenever such loss or damage to the
property or injury or death is caused solely by Sub-Lessor's negligence or arises solely from Sub-Lessor's
operations on said Premises.
13. LIENS. Sub-Lessee agrees not to suffer or permit any lien of mechanics or materialmen to be placed
upon the Premises or any part thereof and, in case of any such lien attaching, to immediately pay off and
remove the same. It is further agreed by the parties hereto that Sub-Lessee has no authority or power to
cause or permit any lien or encumbrance of any kind whatsoever, whether created by act of Sub-Lessee,
operation of law or otherwise, to attach to or be placed on METRA's or Sub-Lessor's title or interest, if
any, in the Premises, and any and all liens and encumbrances created or suffered by Sub-Lessee shall
attach to Sub-Lessee's interest only.
14. HOLD-OVER. It is further agreed that in case Sub-Lessee, with the consent of Sub-Lessor, holds
possession of the Premises beyond the term of this Sub-Lease such action of the parties shall have the
effect of extending the term of this Sub-Lease on a month-to-month basis, subject in all respects to all of
the terms conditions and covenants of this Sub-Lease, including all rights of termination in all respect as
;
herein provided.
15. EMINENT DOMAIN. If the whole or any part of the Premises shall be taken or condemned by any competent
Authority for any public use or purpose this Sub-Lease shall, as to the part so taken, terminate as of the date
when taken, or shall cease if all of the Premises be so taken. Rent shall abate proportionately as to the part so
taken, or shall cease if all the Premises are to be so taken. The entire amount of damages or compensation
payable or paid for the part taken and for the remainder, if any, shall he paid to and retained by METRA as its
own property without apportionment. Sub-Lessee shall look solely to METRA for any compensation or
damages on account of damage to Sub-Lessee's sub-leasehold interest, Sub-Lessee's business interest, Sub-
Lessee's cost and expense of removing Sub-Lessee's personal property from the Premises and for the cost
and expense of moving any building or structure placed upon the Premises by Sub-Lessee and which
Sub-Lessee would have the right to remove as a Sub-Lessee of the Premises.
16. CAUSES FOR BREACH. It is agreed that a breach has occurred upon the happening of any of the
following: (1) if Sub-Lessee defaults in any of Sub-Lessee's undertakings in this Sub-Lease or (2) if any
voluntary or involuntary petition or similar pleading under any bankruptcy act be filed by or against Sub-
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EXHIBIT A Standard Sub-Lease Agreement
Lessee, or (3) if the sub-leasehold interests of Sub-Lessee are levied upon or attached by process of law,
or (4) if Sub-Lessee makes an assignment for the benefit of creditors.
17. UNPAID BILLS. All payments becoming due under this Sub-Lease shall (1) be considered as rent and,
if unpaid when due, shall bear interest at 18% per annum until paid, and (2) constitute a lien upon any
building or other property owned by Sub-Lessee located upon the Premises, and the lien may be
foreclosed according to law.
18. CANCELATION. Sub-Lessee may cancel the lease with 60-days written notice at any time. The Sub-
Lessor may, at its option, cancel the lease with 30 days written notice at any time
19. TERMINATION REFUND. Sub-Lessor may terminate this Sub-Lease if METRA terminates the
Underlying Lease as provided in that Underlying Agreement. Upon any such termination, if rent shall
have been paid in advance, Sub-Lessor shall refund to Sub-Lessee the unearned portion thereof for the
period extending beyond such date of termination, less any cost of any repairs required to restore the
Premises to their original condition.
20. SURRENDER OF PREMISES. Upon the termination of this Sub-Lease by any manner, means, or contingency
whatsoever, Sub-Lessee shall without further notice or demand deliver possession of the Premises to Sub-Lessor
in as good condition as when entered upon. Sub-Lessee hereby agrees to remove all materials, signs, debris, or
any other articles, structures or facilities owned by Sub-Lessee or permitted to be placed on the Premises by Sub-
Lessee before the termination of this Sub-Lease, restoring the area to its original condition, notwithstanding
structural or utility improvements.
a. If Sub-Lessee shall fail to so remove such property within 10 days of receipt of such notice of
termination from Sub-Lessor then Sub-Lessor may, forthwith, make such removal at Sub-Lessee's
expense. Such failure shall constitute an abandonment of such property and title thereto shall pass
to Sub-Lessor immediately, without any reimbursement either by set-off, credit allowance, or
otherwise to be paid to Sub-Lessee.
21. FAILURE TO VACATE. Sub-Lessee shall pay Sub-Lessor as liquidated damages and not as a penalty
for forfeiture, $100 per day for all the times Sub-Lessee shall retain possession of the Premises or any
part thereof, after the termination of this Sub-Lease whether by lapse of time or otherwise. "Possession
of the Premises" shall include, but shall not be limited to continued placement of materials, signs, debris,
or other articles or facilities owned by Sub-Lessee or permitted to be placed on the Premises by Sub-
Lessee.
22. WAIVER OF REMEDIES. No waiver of any default of Sub-Lessee shall be implied from failure or omission
by Sub-Lessor to take any action on account of such default. No express waiver shall affect any default other
than the default specified in the express waiver and that only for the tithe and to the extent therein stated. No
receipt of money by the Sub-Lessor from Sub-Lessee (1) after any default by Sub-Lessee, (2) after the
termination of this Sub-Lease, (3) after the service of any notice or demand or after the commencement of suit,
or (4) after final judgment for possession of the Premises, shall waive such default or reinstate, continue or
extend the term of this Sub-Lease or affect in any way any such notice or suit as the case may be.
a. The erection of buildings or other improvements on the Premises shall riot constitute a
waiver or affect in any way the right of either party to terminate this Sub-Lease.
23. NO ASSIGNMENT. Any sale, assignment, transfer, or underletting of this Sub-Lease by the Sub-Lessee
without the previous written consent of METRA or Sub-Lessor shall be void. Such written consent shall
not be unreasonably withheld.
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EXHIBIT A Standard Sub-Lease Agreement
24. RIGHTS ARE CUMULATIVE. All rights and remedies of METRA and Sub-Lessor shall be cumulative
and none shall exclude any other rights and remedies allowed by law.
25. NOTICES. All notices, demands, elections, and other instruments required or permitted to be given or
made by either party upon the other by the terms of this Sub-Lease or any statute shall be in writing. They
shall be deemed to have been sufficiently served if sent by certified mail with proper postage prepaid to
Sub-Lessor or Sub-Lessee at the respective address shown below. Such notices, demands, elections and
other instruments shall be considered as delivered to recipient on the first business day after deposit in
the U.S. Mail.
Notice to Lessor shall be mailed to:
Name
Address
City, State, Zip
Phone
Notices to Lessee shall be mailed to:
Village of Northbrook
1225 Cedar Lane
Northbrook, Illinois 60062
Attention: Director of Public Works
847-272-4711
26. ENTIRE AGREEMENT. Ail the representations and obligations of Sub-Lessor are contained herein. No
modification, waiver, or amendment of this Sub-Lease, or any of its terms, shall be binding upon Sub-
Lessor unless such are in writing and signed by a duly authorized Officer of the Sub-Lessor.
27. RENTAL TERM AND FUTURE REVIEW. This Sub-Lease shall have a term of twelve (12) months
from the date of execution.
28. RAIL SERVICES. METRA and Sub-Lessor make no warranties or representations expressed or implied,
as to continued rail service to the Premises.
29. JOINT OBLIGATION. In the event that Sub-Lessee embraces two or more individuals or
corporations, the covenants and agreements herein contained shall be the joint and several
obligations of each of such persons or corporations.
30. MAINTENANCE. Sub-Lessee, as a current tenant in good standing, knows the conditions of the
Premises and shall accept same in their condition at the commencement of the term of this Sub-Lease.
Sub-Lessee will at its own cost and expense make any necessary alterations required; however, no
alterations shall be made without the consent of METRA and Sub-Lessor and application for and
approval of any required building, electrical or plumbing permits. Sub-Lessee will make all repairs
necessary to keep the Premises in at least as good a condition as when originally entered upon. Repairs
necessitated by ordinary wear and tear, by storm, fire and wind shall be the sole responsibility of the
Sub-Lessee. Sub-Lessee agrees to indemnification, and save harmless METRA and Sub-Lessor and
defend from all claims, demands, liability, judgments, costs and expense, including attorney's fees,
arising or growing out of loss or damage to any property whatsoever, other than property of Sub-
Lessor, which is in, upon, or about any part of the Premises, from any cause whatsoever.
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EXHIBIT A Standard Sub-Lease Agreement
31. Emergency Declarations. In the case of an emergency declaration by the President of the United
States or the Governor of Illinois affecting the Village of Northbrook, the Sub-Lessee may request a
waiver of rent payments if the Sub-Lessee is unable to operate. The Village Manager on behalf of Sub-
Lessor may grant a waiver for a mutually agreed to term in such case, but will be under no obligation to
grant such a waiver. Should the Sub-Lessee resume operation before the end of the mutually agreed term
of rent waivers, the Sub-Lessee shall be obligated to pay rent for the balance of that month in which the
Sub-Lessee resumed operations prior to the end of that month and all future rent payments in accordance
with the terms of this lease.
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EXHIBIT A Standard Sub-Lease Agreement
IN WITNESS WHEREOF, the parties hereto have executed this sub-lease agreement the day and year
first above written.
THE VILLAGE OF NORTHBROOK
BY: ________________________________
Cara Pavlicek
Village Manager
ATTEST:
_________________________________
(For Sub-Lessor) SUB-LESSEE
BY: ____________________________________
ATTEST:
_________________________________
(For Sub-Lessee)
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EXHIBIT A Standard Sub-Lease Agreement
10-8-04
ENTRY PAVILON
STORAGE STORAGE
6.7'x 5.4' A B 6.7'x 4.3'
ENTRY HALL
VENDING MACHINES 5'x 3'
TENANT SPACE
NEWSPAPER RACK
(PORTABLE) 3 x 1.5'
16.7'x 10'
CONDIMENT CART
(PORTABLE) 3'x 2'
NEWSPAPER RACK
(PORTABLE) 3'x 1.5'
BEVERAGE COOLERS
(PORTABLE) 2'x 2'
MAIN WAITING AREA
TENANT SPACE - 167 S.F.
STORAGE ROOM A - 36 S.F.
J
STORAGE ROOM B - 29 S.F.
TOTAL = 232 S.F.
TICKET AGENT
ENTRY HALL
WOMEN
(VENDING MACHINE AND PORTABLE
ITEM TOTAL = 38 S.F.)
MEN
ENTRY PAVILION
N.I.S.
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EXHIBIT "A" NORTHBROOK COMMUTER DEPOT