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R-865 - 12/09/2003 - AGREEMENT - Resolutions ExhibitsINTERGOVERNMENTAL AGREEMENT BY AND BETWEEN THE VILLAGE OF OAK BROOK AND THE OAK BROOK PARK DISTRICT FOR A HISTORICAL MUSEUM AT THE OLD BUTLER SCHOOL (1112 OAK BROOK ROAD) THIS AGREEMENT made and entered into this lithday of February , 2004, by and between the Board of Trustees of the Village of Oak Brook, an Illinois municipal corporal ion and a unit of local government located in DuPage and Cook Counties, Illinois, (the "Village ") and the Oak Brook ark District, a unit of local government located in DuPage and Cook Counties, Illinois (hereinafter referred to as the "District "), WITNESSETH- WHEREAS, the 1970 Illinois Constitution provides that units of local goverrunent may contract and otherwise associate amongst themselves and with Individuals, associations and corporations in any manner not prohibited by law or ordinance (Illinois Constitution, 1970, Article VII, section 10), and i WHEREAS, the old Butler Elementary School (the "School ") is owned by the Village and is located! at 1112 Oak Brook Road, within the District's territory; and I 'WHEREAS the Village and the District have agreed that the School would best serve the public interest if it is used for a historical museum, which will be operated and maintained by the District to collect, preserve, detail and tell the history of Oak Brook in all of its aspects, and WHEREAS, the District will act as the sole overseer in the conversion and operati on of the School building for a historical museum, as provided in this Agreement, with the Oak Brook Historical Society serving as advisors to the Board of Park Commissioners of the District, and i WHEREAS, the Village and the District have determined to enter into this Intergovernmental Agreement to provide for the ongoing use, maintenance and improvement of the School building for use as a historical museum, i NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements as hereinafter set forth, the Village and the District agree as follows: I Incorporation of Preambles. The preambles to this Intergovernmental Agreement are incorporated and made a part hereof as though fully set forth herein. 2. Obligations of the Village. The Village shall have the obligation to maintain the exterior of the School building and to maintain and replace, as necessary, the surrounding grounds, including but not limited to sidewalks, driveways and parking areas, at its sole cost and expense The Village shall also have the obligation to maintain and replace, as necessary, the existing fixtures in the School building, including but not limited to the electrical, plumbing, HVAC, alarm and sprinkler systems. 13. Obligations of the District. The District shall have the obligation to construct and maintain any existing or additional improvements to the interior of the School building for its proposed use for a historical museum, at its sole cost and expense, including but not limited to any alteration of space, installation of any new (as opposed to replacement) fixtures, and upgrading the building to current life safety requirements, if necessary, as part of the District's improvements to the School building interior. To fund the necessary improvements and ongoing maintenance of the historical museum, the District may, in its sole discretion, determine to levy a tax to' establish, improve, operate, maintain and care for the School building as a museum building as provided in 70 ILCS 1290/1, et seq., but the District shall have no obligation to fund the necessary improvements and ongoing maintenance through such a tax. The District shall be required to fund any external improvements, including but not limited to reconstruction of shutters, ornamental landscaping, and architectural enhancements, and may determine to fund such improvements by any lawful means, in its sole discretion, including but not limited to existing general funds, monetary donations, in -kind donations, volunteer assistance, grants, and fund - raisers. 4. Use of Building Exterior and Interior. A. The Village shall have the right to use the School grounds and the' first floor of the School building in its discretion, in any manner that does not interfere with{ the use of the School building for a historical museum. a B. The District shall have the sole right to use and operate a historical museum on the second floor of the School building, any existing fixtures in the interior of the School Building, and the School grounds for access and parking for such museum; provided that prior to implementing any improvements to the School building, the District will provide the Village Manager with a copy of all plans for improvements for the review of the Village. C. The District will have the sole discretion to determine the usage, operations, programs and activities to be held in the historical museum; provided that prior to displaying any art work that is beyond the mission of the museum, the District will provide the Village Manager with copies or photographs of such art work, and further provided that all such displays will conform to the District's standards regarding public displays, which is attached hereto and made a part hereof as Exhibit "A ". D. A committee will be formed which will include the Director of the District, the Village Manager, the Village's liaison to the Board of Park Commissioners, the�District's liaison to the Village Board of Trustees and two (2) members of the Oak Brook Historical Society. The committee shall meet on a quarterly basis to review and discuss the conversion of the School building to a historical museum and the operation of such museum; provided, however, m that the meetings of the committee shall not, under any circumstances, be 2 deemed or construed to diminish the authority of the District to operate such museum in any reasonable manner that it sees fit. E The District shall have the sole discretion to establish, charge, and collect admission fees for the operation and maintenance of the historical museum in accordance with any requirements of the Illinois Park District Code. F In their sole discretion, and in accordance with their own policies and practices regarding, the Village and the District shall provide any security for the exterior and interior of the School building, respectively, but shall not be required to provide security ;unless their respective Boards determine that security is necessary for the area or areas over which they have control and responsibility. 5 Village's Liability and Insurance The Village shall, at its sole cost and expense, maintain $1,000,000 00 general liability insurance for the exterior of the School building and the School grounds, including all improvements thereon, through an insurance company authorized to do business in the State of Illinois, or through appropriate intergovernmental risk management pools or other methods. The Village shall protect, defend, indemnify and hold harmless the District from and against any and all claims, actions, damages, liability and expenses, including attorneys',' fees, in connection with or occasioned by any act or omission arising from or out of any construction, improvement or maintenance of the exterior of the School building and the School grounds or any improvements thereon; provided, however, that the Village shall not be liable for any loss, damage or injury o,f;any kind to any person or property which: (i) arises primarily from the District's use of the interionof the School building for a historical museum, (ii) arises from or is caused by any act or omission of the District or any of its agents, officers, representatives, contractors, employees, licensees or invitees, or (iii) is brought by or on behalf of the District's agents, ;officers, representatives, contractors, employees, licensees or invitees. If the District shall remain a party to any litigation for which the Village is obligated to indemnify the District, then the Village shall protect and hold the Park District harmless and shall pay all costs, expenses and reasonable attorneys' fees incurred or paid by the District in connection with the defense of such litigation The District may, at its option, require the Village to assume the District's defense in any action covered by this Section, through counsel approved by the District. At least annually, on or before April 30 of each year, and if requested by the District, the Village shall provide the District with evidence satisfactory to the District that it has in effect all policies of insurance or coverage required to be maintained hereunder, including satisfactory evidence that all premiums thereon have been paid. 6. District Liability and Insurance The District shall, at its sole cost and;expense, maintain $1,000,000 00 general liability insurance for the operation of the historical museum in the interior of the School building, including any improvements therein for the use of the School Building as a historical museum. For this purpose, it shall be acceptable for the District to provide the necessary coverage through an intergovernmental risk management pool. The District shall protect, defend, indemnify and hold harmless the Village from and against any and all claims, actions, damages, liability and expenses, including attorneys' fees, in connection with or occasioned 3 by any act or omission arising from or out of any District use or occupancy of the interior of the School building for a historical museum, and /or use of the museum or any improvements in the School building for such purpose; provided, however, that the District shall not be liable for any loss, damage or injury of any kind to any person or property which (i) arises primarily from the Village's construction, maintenance or improvement of the exterior of the School building or the School grounds; or any improvements thereon; (ii) is caused by any defect in the School building and grounds or any improvements thereon; (iii) is caused by or arises from any act or omission of the Village, or any of its agents, officers, representatives, contractors, employees, licensees of invitees, (iv) is (brought by or on behalf of the Village's agents, officers, representatives, contractors, employees, licensees or invitees. If the Village shall remain a party to any litigation for which the District is obligated to indemnify the Village, then the District shall protect and hold the Village harmless and shall pay all costs, expenses and reasonable attorneys' fees incurred or paid by the Village in connection with the defense of such litigation. The Village may, at its option, require the District to assume the Village's defense in any action covered by this Section, through counsel approved by the Village. At least annually, on or before June 30 of each year, and if requested by the Village, the District shall supply the Village with evidence satisfactory to the Village that it has in effect all policies of insurance or coverage required to be purchased or provided hereunder, including satisfactory evidence that all premiums thereon have been paid 7 Term of Agreement The initial term of the Agreement shall be for twenty (20) years, and the Agreement will be automatically renewed for additional ten (10) years terms unless either party notifies the other of its intent to terminate, in writing, not less than sixty (60) days prior to any termination date 8 Modification of Intergovernmental Agreement The provisions of this Intergovernmental Agreement may be modified at any time during the term of the Agreement, but only in writing, and executed by the Village and the District. 9 Notices. Any and all notices required hereunder shall be in writing and shall be sent to the respective parties by U S. Mail, personal delivery or confirmed facsimile as follows To the Village- Village Manager Village of Oak Brook 1200 Oak Brook Road Oak Brook, IL 60523 Facsimile- 630 - 990 -0876 To the Park District Director of Parks and Recreation Oakbrook Park District 1450 Forest Gate Road Oak Brook, IL 60523 Facsimile- 630 - 990 -8379 0 All mailed notices shall be deemed effective four (4) days following their deposit in the United States mail, postage prepaid, to the addressee. 10 Entire Agreement This Intergovernmental Agreement, including all matters incorporated herein, contains the entire agreement between the parties. There are no other covenants, warranties, representations, promises, conditions or understandings between the parties, either oral or written, other than those contained herein. �i i 111. Governing Law. This Agreement shall be governed by the laws of the State of III inoisiboth as to interpretation and performance The forum for resolving any disputes concerning the parties respective performance, or failure to perform, under this Agreement, shall be the 18 Judicial Circuit Court for DuPage County, Illinois. IN WITNESS WHEREOF, the parties have hereunto set their hands and seals the day and year first above written. VILLAGE OF OAK B O K OAK BROOK PARK DISTRICT" By. B is President Its President Attest p ., Attest - ._I�,�. -G \�Q 'Its Secretary Its Secretary hl barb \obpd \agreements \histoncmuseum 12 16 03 5 Attachment "A" Oak Brook Park District and Village of Oak Brook Old Butler School Museum Artwork Display Waiver 1 I understand that by displaying my artwork at the Oak Brook Park District and Village of Oak Brook Old Butler School Museum (OBSM), that I do hereby fully release and discharge the Oak Brook Park District and the Village of Oak Brook and its officers, agents, servants and employees from any and all claims from injuries, damages or loss which may arise out of, connected with, or in any way associated with the display of my artwork at the OBSM. { I also understand that the OBSM is intended for the use of persons of all ages, including young children who are entitled to be protected from exposure to materials which are or may be inappropriate or harmful for minors. I further understand and acknowledge that the Oak Brook Park District and the Village of Oak Brook are fully entitled to maintain an environment which is appropriate for families, including young children. I, therefore, agree that the Oak Brook Park District and the Village of Oak Brook have the sole and complete right to determine whether any particular artwork shall be displayed, and where and when any permitted display shall occur, and I agree to, abide by fits decision in this regard. I also agree that the Oak Brook Park District and the Village of Oak Brook has the right to remove any artwork on display at any time for any reason consistent with this paragraph. I understand that the Oak Brook Park District and the Village of Oak Brook; is not responsible for any damage to the artwork while it is being displayed at the OBSM. It I understand that I may not place a price on the work, but that I may place a card no larger than a traditional business card with my name and phone number on each work. The Park District or the Village will not be a party to or be responsible for any transactions that may result from the display of the works. I have read all of the above and agree to accept these conditions for my artwork to be displayed at the Old Butler School Museum. Signature Name (Please Print) Address: Title /Description of Artwork: Phone Number: Official Use Only Date: Accepted: B Rejected: B mr vob artwork display waiver 3 -23 -04