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R-1631 - 03/28/2017 - SPORTS CORE - Resolutions Exhibits VILLAGE OF OAK BROOK& PINEOAK PARTNERS LLC 2017 POLO PROGRAM LICENSING AGREEMENT In anticipation of the 2017 Oak Brook Polo season, the following sets forth the terms of this License Agreement between the Village of Oak Brook ("Village"/ "Licensor") and the Pineoak Partners LLC, ("Licensee"): 1. INTENT AND OBJECTIVES OF BOTH PARTIES Whereas, the Licensee is aware of the long and distinguished history of polo within the Village of Oak Brook, and wishes to demonstrate, through this Agreement,that a dedicated private entity can conduct a polo season with limited municipal financial support, which will hopefully demonstrate that such an arrangement may be considered to be put in place in future years; and whereas the Village, as the owner of the Oak Brook Polo Club ("OBPC" or the "Club") name, wishes to see continuation of polo as a unique cultural and recreational event for the benefit of its businesses, residents, and visitors to the Village, and wishes to grant limited uses of its real and intellectual and intangible property relating to the Club to a private entity for a single season,this license Agreement sets forth the limited nature of the rights being granted.The Licensee shall provide written evidence to the Licensor that it is a validly organized limited liability company in the State of Illinois. 2. POLO DATES The Village agrees to allow the Licensee to execute, promote and manage seven (7) polo events at the OBPC Field on the following dates: • Sunday,June 11, 2017 • Sunday,June 25, 2017 • Sunday,July 9, 2017 • Sunday,July 30,2017 • Sunday,August 6,2017 • Sunday,August 20,2017 • Sunday,September 10, 2017 The Village further agrees to allow polo events on Sunday, September 17, 2017, and Sunday, September 24, 2017, if any of the above dates are canceled due to weather.The Licensee will do its best to avoid an event cancellation and will assume all financial losses resulting from event cancellations due to weather or flooding due to weather. In the event that more than two events are cancelled due to weather or flooding due to weather,the Village, at its sole discretion, may offer other available dates. If the Licensee wishes to add additional dates or reschedule a preexisting agreed upon date following the execution of this Agreement, the Licensee must request the date or reschedule in writing to the Village for consideration and approval. The Village must approve additional or rescheduled dates no less than thirty 30 days before the start of the 2017 Season.The Licensee shall 1 not be charged any additional fees from the Village for the use of the field. The decision of the Village to approve additional or reschedule dates shall be final. The Licensee's most important responsibility is to ensure the safety of all polo players and horses on the field. Polo events will generally go forward with light rain and wind conditions. However, in the event of threatening weather, or adverse field conditions due to heavy rain, the Licensee reserves the right to: • Cancel match and re-schedule to either of the above rain dates • Interrupt and suspend games as necessary; matches that are continued from the point of interruption may be subject to modified rules if they resume, as circumstances warrant • Reduce match times in order to catch up with tournament schedules and daylight • Finish or end matches before inclement weather arrives or to preserve field conditions; matches will be deemed official at the point of termination regardless of actual duration Attendees will be notified of an event cancelation or delay no later than 12:30 PM on the scheduled event date via multiple communications channels (e.g., email, website, social media and press announcements.) 3. APPOINTMENT OF VILLAGE LIAISON A Village representative will be appointed by the Village President, at his discretion in writing, and shall serve as a liaison with the management of the Licensee, and any advisory committee that the Licensee should put in place. The Licensee shall provide to the Village Liaison such reasonable information as the Village Liaison shall require to understand the manner in which the planning, marketing, and hosting of the 2017 polo season will take place. Such information will be communicated to the Village Liaison on a timely basis, and where problems occur or new issues arise regarding the manner in which the Licensee event will be carried out, such information will be shared with the Village Liaison as quickly as possible, after it becomes apparent that the operation of the polo season will be affected. The Village Liaison may be a board trustee, village employee, and/or resident. The Village Liaison's activities may at the Liaison's discretion include: • Serving as the liaison between the Licensee and the Village for marketing support and the availability of event resources such as power, custodial,security, and medical services • Representing Village interests and communicating them to the Licensee The Licensee shall also have access to Village officials Sean Creed and Rick Ginex. 4. GRANT OF CONDITIONAL,NON-EXCLUSIVE LICENSE Currently, the Village owns the rights to the "Oak Brook Polo Club" name (including the acronym "OBPC"), insignia, and related images and graphics (the "Proprietary Marks"). The Village grants a limited and non-exclusive license of the Proprietary Marks to Licensee, provided the Licensee observes Village guidelines for how,when,and where the name is used. The Village agrees to allow the Licensee,for only the term of this Agreement,to use the Proprietary Marks in the following ways: 2 • Player/Team apparel,equestrian apparel,and associated field side equipment in support of the polo match event • PR and communications activities(e.g., media inquiries, press announcements, interviews, etc.) • Advertising, including print, radio,television,online, and out-of-home(OOH) media • Club branding and graphics displayed on controlled platforms, including website,social media,onsite/venue signage. Other specific uses must be approved by the Village Manager in writing. • Club merchandise for promotional sale,to promote the OBPC,the polo matches,and the Village, including jerseys, polo shirts,t-shirts, hats, memorabilia,etc. • Event broadcasting utilizing television, radio and digital channels The Licensee agrees that it will not knowingly utilize the Proprietary Marks in a manner that is detrimental to the Village, Board of Trustees, or residents. The Licensee also agrees that it will not change the Club's name, insignia or colors without notification and/or written approval by the Village. In the event that the Village Manager believes that the Licensee is exercising rights not granted, the Village Manager may in writing restrict the right of the Licensee to use such rights as are found to be excessive or improper. The Village Board may choose to also exercise this power. The Licensee understands and agrees that its licensed use of the Proprietary Marks pursuant to this Agreement does not give the Licensee any ownership interest or other interest, except the non- exclusive right and license herein granted, in and/or to the Proprietary Marks; that any and all goodwill associated with the licensed Proprietary Marks inures exclusively to Village's benefit; and that, upon expiration or termination of this Agreement and the license granted in this Agreement, no monetary amount shall be assigned as attributable to any goodwill associated with the Licensee's use of the Proprietary Marks. The Licensee acknowledges that its right and license to use the Proprietary Marks is limited to the scope of the non-exclusive license granted in this Agreement and that any unauthorized use of the Proprietary Marks including, but not limited to, use of the Proprietary Marks in connection with the provision of any other services other than in this Agreement, along with all other agreements in place between Licensee and Village shall constitute an infringement of the Proprietary Marks and of the Village's rights relating to the Proprietary Marks. Accordingly,the Licensee agrees not to use the Proprietary Marks for any services except as expressly authorized in this Agreement and not to commit or aid in committing any act of infringement or misuse of the Proprietary Marks, either during or after the term of this Agreement. The Licensee shall not, without Village's prior written consent, hold out or otherwise employ the Proprietary Marks to perform any activity, or to incur any obligation or indebtedness except as provided herein, in a manner as could reasonably result in making Village being held liable for such activity, obligation or indebtedness. The Licensee expressly acknowledges and agrees that the license of the Proprietary Marks is non- exclusive, and that Village has and retains the rights,among others: • To grant other licenses for the Proprietary Marks, in addition to those licenses already granted to existing licensees: • To use the Proprietary Marks in connection with the sale of services, goods and products manufactured or distributed for the Village at wholesale or retail; 3 • To participate in the development and establishment of programs or systems for the Proprietary Marks,or any other Proprietary Marks, and to grant licenses for other programs, systems and proprietary marks without providing the Licensee any right to such other programs,systems or proprietary marks. The Licensee understands and acknowledges the importance of maintaining high and uniform standards of quality and service to protect and enhance the reputation and goodwill of Village. The Licensee accordingly agrees; • To refrain from using any of the Proprietary Marks in conjunction with any other word or symbol without Village's prior written consent, except as expressly permitted in this Agreement. • To adopt and use the licensed Proprietary Marks solely in the manner prescribed by Village. • To observe all such requirements with respect to service mark, trademark and copyright notices, fictitious name registrations, and the display of the legal name or other identification of the Licensee as Village may direct in writing from time to time. • To use, promote and offer for sale under the Proprietary Marks only those services which are licensed under this Agreement or otherwise approved in writing by Village • To execute all documents requested by Village or its counsel that are necessary to obtain protection for the Proprietary Marks or to maintain their continued validity or enforceability. The Licensee shall operate the Oak Brook Polo Club for a single season (the "Licensed Business") using only the Proprietary Marks or such other names or marks as shall be designated in writing by Village, and shall prominently display such names or marks on all forms, stationery, equipment, vehicles and other materials used in connection with the Licensed Business. The Licensee shall obtain such fictitious name registrations as may be required by Village or by applicable law. However, the Licensee shall not use the name "Oak Brook" or any of the Proprietary Marks as part of the corporate name or other legal name of the Licensee's business entity, without Village's prior written approval. The Licensee agrees that all forms and stationery shall prominently include the phrase, "An independent business licensed by the Village of Oak Brook." S. TERM OF AGREEMENT,VILLAGE SPONSORSHIP&CLUB NAMING RIGHTS The Licensee is granted the right to utilize the name of the OBPC for the 2017 specified season at the location known as the Prince of Wales Field on the Oak Brook Golf Course site ("OBPC Field"also known as Polo Field 1). The License shall run from the date of execution of the License Agreement through Sunday, December 31, 2017, to allow time for dismantling and removing any polo-related signage, equipment, etc. from the field. The Village will not unreasonably refuse this request. The Licensee is also permitted use of the Proprietary Marks (In addition to the permitted uses of the Proprietary Marks described in Section 4 of this Agreement) for appropriate signage and display of the Village name on game day at the entrance to the property on which the match is being held, as well as at the polo field itself. The Licensee may advertise that the polo season is taking place at the OBPC. The Field 1 is located on the Oak Brook Golf Course property, with main entrance on York Road, south of 22"d Street. Exhibit 1 is attached and made a part of this Agreement to show the general way in which the Licensee shall utilize Field 1. The Village will not receive any compensation for this limited right granted to the Licensee associated with the 2017 season. 4 6. VILLAGE RIGHTS&BENEFITS • Rights to distribute branded giveaways and literature to attendees in approved areas • Rights to announcements during matches to highlight Village support, promote other Village events,and support the Oak Brook home polo team • Opportunity, on appropriate occasions, to participate in event and trophy presentation ceremonies • One-page,four-color advertisement in Oak Brook Polo's event program/magazine • Any press release announcing partnership with the Licensee, upon agreement and execution • Opportunity to purchase discounted Club and lawn seating tickets; quantity and discount to be determined by Licensee, at is discretion 7. PROMOTIONAL SUPPORT The Village, at its reasonable discretion and option, facilitated by the designated representative serving as Village Liaison, will provide the Licensee with promotional support through Village- controlled marketing and communications channels directed towards residents, businesses, and visitors to Oak Brook, including: • Website(s):oak-brook.org,obparks.org,experienceoakbrook.com,etc. • Printed and/or digital newsletters • Social media channels • E-communications • Experiential and promotional opportunities at Village events, including Taste of Oak Brook The Licensee is responsible for providing promotional creative and content for use and display on the above Village marketing and communications channels. The rights granted to the Village Manager and Village Board in Section 4 shall also apply here. 8. UTILIZING VILLAGE RESOURCES Facilitated by the Village Liaison, the Village will provide access to existing resources that can support the Licensee's event operations. The Licensee will coordinate with the Village Liaison to ensure that requested resources are delivered successfully. Village resources include support that is normally available at the Golf Course site. These resources may include: • Traffic management • Onsite security and medical(EMT)services • Golf carts and utility vehicles for field site transportation of support staff and guest VIPs (this does not include transportation from offsite parking to the field) • Onsite storage(e.g.,Golf Course shed) • Power(e.g.,generators) • Waste management and custodial services • Event staff parking Reasonable notice will be given by the Licensee regarding utilization of these resources and services. The parties shall endeavor to reach an agreed upon dollar amount with each resource and service provided. The Village shall have the right to select dollar amounts that will allow the Village to recoup all costs associated with the provision of each service it chooses to offer. Once agreed, the 5 Village shall provide these resources and services. Should the Village find itself unable to provide certain resources and services for a particular polo match at prices and numbers of personnel mutually agreed to in prior negotiations, sufficient advance notice of at least seven (7) days will be provided to the Licensee to allow alternative arrangements to be made, as these facilities are absolutely essential for a polo match to be played. Invoices for the above resources and services will be negotiated and coordinated on a per item basis, event or seasonal basis, and sent by the Village to the Licensee for payment; and payment shall be made within fourteen (14) days after the date of invoice. 9. FIELD MAINTENANCE The Licensee agrees to pay the Village a monthly fee for the maintenance of the Field 1 located on the Oak Brook Golf Course. This fee will be paid to the Village in eight (8) installments throughout the polo season,according to the following schedule: • June 1,2017 $2,500 • June 15,2017 $2,500 • July 1, 2017 $2,500 • July 15, 2017 $2,500 • August 1,2017 $2,500 • August 15,2017 $2,500 • September 1, 2017 $2,500 • September 15, 2017 $2,500 The Licensee will work closely with the Golf Club Superintendent, Sean Creed, to see that Field 1, which is accepted in its current "as is" condition,will be maintained throughout the season using in general the following standards: • Provision of efficient ground and surface water drainage • Use of a suitable grass seed mixture and careful maintenance • Grass as mowed and kept at a height between 22-30 millimeters • Depending upon prior rainfall, grounds are watered at least two (2) days before a polo match • Avoidance and eradication of broad leaved, weed and clover patches as they create a slippery surface,which is dangerous to horse and the safety of their riders • Repair and replace displaced divots caused by horses after matches • Best efforts at eradication and replacement of burrowing activities where moles, rabbits, or other pests inhabit as they cause huge problems to the horses foothold The parties recognize that Field 1 has flooded during high or extended rain periods. It is recognized that there is little the Licensor can do to prepare the Field under those circumstances. At its own cost and with the written permission of Sean Creed or the Village Manager, the Licensee may undertake additional efforts to improve Field 1 for polo use. The requests of Licensee shall not be unreasonably refused. The requested improvements shall not interfere with the use by the Licensor of the use of Field 1 as a driving range either temporarily or permanently when polo is not being played. 6 In the event the polo matches are cancelled due to weather conditions, the Licensor shall use its best reasonable effort to restore the polo Field to a condition where polo can be played on the days established in this Agreement for alternate polo dates. The Licensee will meet with the Golf Club Superintendent in advance of the season to further discuss these guidelines. During the morning of each match day, the Licensee will meet with the Golf Club Superintendent to examine the condition of the field and its readiness for play. Ever mindful of the safety of players and horses, the Licensee will decide whether the field is ready for play no later than 12:30 pm. Should there be any question, the Licensee will involve the players in making the proper decision. Should the match be canceled for safety due to weather or field conditions, it may be rescheduled to one of the later set dates. No person shall be allowed to play polo or be a staff assistant to riders on Field 1 who has not signed a release and waiver form with the text approved in advance by the Village in writing. Signed copies of the release and waiver forms for all participants shall be provided to the Village. (Exhibit 2) The Licensor may post warning signs in accordance with 745 ILCS 47/20,the Equine Activity Liability Act. 10. PUBLIC PARKING ARRANGEMENTS Parking for the general spectator public(Club guests, lawn seating guests, and sponsor/special event guests) will be at the parking site adjacent to the Drake Oak Brook Hotel, and/or similar or suitable locations through an agreement between ownership and the Licensee. Guests will be shuttled to and from the polo field on a timely basis by a fleet of small luxury vans. Vehicle parking at the field will be closely controlled and limited to a select number of tailgating guests, players, polo team personnel, OBPC event support staff, sponsor and special event hosts (not their guests), designated celebrity guests, pre-match designated guests of Licensee management, and pre-match designated VIP guests of the Village, as approved by Licensee management. The Licensee shall use its best efforts to see to it that its spectators in their parking and other actions do not interfere with the operations of other Village-owned facilities. The Village may enforce its Ordinances if any violations occur. 11. FOOD TRUCKS The Licensor will permit the Licensee to contract with licensed food trucks to operate and sell food and non-alcoholic beverages to event spectators at each of the scheduled events. In order for them to operate, each food truck must provide proof to the Licensee that they are licensed to operate and sell in Illinois and have certificates of insurance. In addition, food trucks must also comply with applicable fire and safety laws and regulations. 12. VILLAGE FEE PAYMENT TO LICENSEE The Village agrees to pay the Licensee $65,000 for sponsorship of the 2017 Oak Brook Polo Club season. Payment will be delivered to Licensee within seven (7) days following the execution of this Agreement and the presentment of a required Letter of Credit. 13. LICENSE CANCELLATION OPTION AND LETTER OF CREDIT In the event the Licensee finds itself, in spite of its best efforts, unable to generate the appropriate level of revenue from guest attendance, sponsorship, and advertising, to reasonably offset the cost of managing the polo season, the Licensee has the right to terminate this Agreement and release 7 itself from any further commitment to the planning and execution of the 2017 polo season. Upon exercising its right to cancelation, the Licensee shall refund to the Village, on a prorata basis, the proportional share remaining of its$65,000 payment, presuming the length of the season begins on June 1,2017 and ends on September 15,2017,according to the following refund schedule: Scheduled Refund Amount Total Refund Date of Cancelation Operating Fee($45.000) Maintenance Fee($20.000) Due Village Before June 1 $45,000 $20,000 $65,000 June 1-June 25 $45,000 $15,000 $60,000 June 26-July 9 $37,500 $12,500 $50,000 July 10-July 30 $30,000 $10,000 $40,000 July 31-August 6 $22,500 $7,500 $30,000 August 7-August 20 $15,000 $5,000 $20,000 August 21-Sept.10 $7,500 $2,500 $10,000 After Sept. 10* $0 $0 $0 Upon the Agreement being signed by both parties,and at the time the Village sponsorship fee being received, the Licensee will deliver to the Village, a Letter of Credit with The Northern Trust Bank, or a similar bank, in the amount of$65,000, as assurance of its ability to meet its refund obligation to the Village, as set forth above, should the Licensee elect to exercise its Cancellation Option, its non- full payment of Field Maintenance payments and a failure to pay for Village Resources under Section 8. The Village must approve the text of the Letter of Credit, which shall not be unreasonably rejected. The Letter of Credit must remain in effect for thirty days after September 10, 2017 and must permit, as provided for above, the Village to draw amounts from the Letter of Credit upon a written statement to the Bank that Pineoak has breached a term of the License Agreement and the amount payable upon such breach is the amount requested in writing by the Village. To the extent that the terms of this Agreement and the provisions of the Letter of Credit conflict, the provisions of the Letter of Credit shall prevail, however,the Village must accept the provisions of the Letter of Credit. The Licensor may also choose to accept a written personal guarantee from James Drury in the amount of$65,000. 14. FINANCIAL COMMITMENT&LIABILITY The Licensee has committed significant financial resources and has invested in management and support staff to appropriately plan and execute polo events in 2017, with the expectation that appropriate marketing and promotional investments will return revenue in the form of sponsorships, advertising, merchandise and ticket sales to offset most, if not all, of the financial resources expended. Except as authorized above and as otherwise agreed to by the parties, the Licensee assumes responsibility for financial losses associated with planning and executing polo events in 2017. 15. CLAIMS Aside from a claim by the Licensee that the Village has breached a provision of this Agreement,the Licensee shall make no further claim, damage, or file suit against the Village arising out of the financial commitment and liability, which it agrees to fully accept in this Agreement. The maximum 8 amount which the Licensee or Licensor suing under any rights or obligations may recover,except for the Letter of Credit will be the sum of not more than$45,000(forty-five thousand dollars). 16. INSURANCE The Licensee has taken steps to obtain appropriate insurance coverage with Equisure for the polo season. Equisure specializes in insurance for equestrian events, including policies tailored for polo events, as recommended by the U.S. Polo Association. Equisure provides insurance coverage for polo clubs throughout the U.S. The formal application for insurance coverage by Equisure is attached as Exhibit 3. Upon signing of this Agreement by both parties, the application will be filed and coverage obtained prior to start of the 2017 season and first scheduled event. A copy of the insurance policy will be provided to the Village. In addition, if not otherwise included in the Equisure policy, the Licensee shall purchase general liability insurance to cover its activities in this Agreement in a company approved by the Licensor in an amount of not less than $2,000,000. That policy shall name the Village as an additional insured. That policy shall remain in force during the term of this Agreement and offer coverage on an occurrence basis. All insurance provided must contain a provision that its coverage will not be cancelled, reduced or amended without 30 days' written notice to the Licensor, at its municipal hall address. No polo may be played without all required insurance in force and it shall not be a breach of this Agreement for the Licensor to close, Field 1 to the Licensee, its participants or spectators until the required insurance policy is in place and adequate written evidence of the correct, in-place insurance is provided to Licensor. Licensee shall provide such insurance evidence within fourteen days after the effective date of this Agreement. 17. EXTENSION OF THE LICENSE AGREEMENT The Village will agree to negotiate in good faith regarding the continuation of a License Agreement with the Licensee for the 2018 polo season, if requested in writing to do so. The decision of the Village to enter into such an extension, but with renegotiated terms, shall be completely within the discretion of the Village. Licensee would look forward to an opportunity to attempt to negotiate such an extension. AGREED AND ACCEPTED: M nager, Pi(!o 4a_ e r C Village President,Oak Brook Village I A Date Date 4826-5912-4272,v. 1 9 Exhibit 2 EQUINE RELEASE,ACKNOWLEDGEMENT&WAIVER OF LIABILITY I, the undersigned participant ("Participant") in a polo game and equine related activities organized by and/or otherwise involving the Oak Brook Polo Club. (the "OBPC"), the Village of Oak Brook and Pineoak Partners LLC , for and in consideration of$10.00 and other good and valuable consideration, including but not limited to, the right or opportunity to engage in equine activities such as riding,cantering,trotting,walking horses or playing polo (collectively, the "Equine Activities"), do hereby agree and consent to the following for the duration of the 2017 Oak Brook Polo Club season, beginning on June 11, 2017 and ending on September 24, 2017. I. CODE OF CONDUCT Participant agrees to, and shall at all times while attending or participating in any OBPC tournament, game, match, event or function (collectively, a "OBPC Event"), conduct himself or herself in a professional, safe and courteous manner. Participant shall not use any non-prescription drugs or consume alcohol at least eight (8) hours before a OBPC Event. While attending or participating in a OBPC Event, Participant shall adhere to the United States Polo Association's ("USPA") Code of Conduct as stated in the official USPA Rule Book.Among other things, Participant shall: 1. Always respect the game and follow all USPA rules and tournament conditions. 2. Always respect your teammates,opponents and officials. 3. Always demonstrate good sportsmanship. 4. Always consider the welfare and safety of the horses,the fellow players,and the Officials. S. Always respect the club and club facilities. 6. Always compete without the use of drugs and/or alcohol. 7. Always compete to win. Violating any USPA By-Laws, Rules or Policies and/or compromising the ideals of the USPA shall subject Participant to disciplinary action. II. RELEASE AND WAIVER FROM LIABILTY In consideration of being permitted to participate in any capacity in the Equine Activities, I, by execution of this General Release and Waiver of Liability, do hereby release Pineoak Partners LLC, the OBPC and the Village of Oak Brook (Covered Entities) and all related and affiliated corporations and persons such as its officers, directors, employees, agents and representatives (collectively, the "Related Entities"), and hereby RELEASE, WAIVE, DISCHARGE, AND COVENANT NOT TO SUE the Covered and Related Entities for any and all damage, and any claims, including but not limited to, any claim of personal injury or death, property damages or losses including injuries to animals arising from the Equine Activities,or any other act caused by the Covered Entities and the Related Entities. 1 III. HOLD HARMLESS I hereby agree to INDEMNIFY AND SAVE AND HOLD HARMLESS the Covered Entities and the Related Entities from any loss, liability, damage, or costs associated with, relating to, or pertaining to the Equine Activities that the Covered Entities or Related Entities may incur due to my participation in the Equine Activities. IV. ASSUMPTION OF RISK I hereby acknowledge and agree that riding, cantering, galloping, walking, playing polo and all other equestrian activities are dangerous and involve risk of serious injury and/or death and/or property damage and that riding, cantering, galloping, walking, playing polo and all other equestrian activities are extremely dangerous and ultra hazardous. I consciously and voluntarily assume all such risks, dangers and hazards inherent in the Equine Activities. I am aware that the polo field I will play on is also used as a golf driving range, and I agree to accept any patent or latent defects associated with that use. I have examined the field prior to my use of it. V. COST OF ENFORCEMENT I agree to be liable for the Covered Entities' and Related Entities' reasonable attorney's fees and other costs resulting from my breach of any provision of the Release and Waiver. I further expressly agree that the foregoing release, waiver and indemnity provisions are intended to be as broad and inclusive as is permitted by law and my agreement to all provisions of this Release, Acknowledgement & Waiver of Liability is contained on page 3 of this Document. 2 WARNING CAUTION: HORSEBACK RIDING AND EQUINE ACTIVITIES CAN BE DANGEROUS. RIDE AT YOUR OWN RISK. Under Illinois law and the law of other States, each participant who engages in an equine activity expressly assumes the risks of engaging in and legal responsibility for injury,loss,or damage to person or property resulting from the risk of equine activities. ILLINOIS STATE STATUTE 745 ILCS 47/EQUINE ACTIVITY LIABILITY ACT The Covered Entities are understood by the person signing this document to be for the purposes of this document Equine Activity Sponsors or Equine Professionals as specified in Illinois Law. Having read the preceding, I acknowledge my understanding of those risks set forth herein and knowingly agree to accept full responsibility for my exposure to such risks. I acknowledge a full and complete understanding of the limitations of liabilities and waiver of certain rights that I may have and granting of releases contained herein and the obligation I agree,with full knowledge to assume,and knowingly consent thereto. Signed this date the �/ day of �e r 02 b l Participant: J I-Ir D Y� Print Na Signature: Permanent Info mati r 7 1)eCP W DG C] d Street Address City,State,Zip Phone: la 16 D 5 Fax: Cellular: S oe a b 4 q Email: dY Q d�uY �Yfin�N S �� 4826-6039-0705,v. 1 3 2017-03-28-F:\FILES\PINEOA01\AGREEMENTS\Personal Guarantyx2.docx PERSONAL GUARANTY In consideration of the Village of Oak Brook's ("Village") execution and entry into a License Agreement dated / 7 ("License") with Pineoak Partners LLC, an Illinois limited liability company, ("Pineoak") James J. Drury III ("Drury") does hereby unconditionally guarantee the prompt payment and performance of Pineoak under the terms of the License. In addition, Drury agrees to pay all costs of collection and legal fees paid or incurred by the Village in collecting amounts due or enforcing the terms of the License or this Guaranty up to the limits provided herein below. Drury's obligation and duty to pay under this Guaranty is limited to a maximum amount of Sixty-Five Thousand Dollars ($65,000.00) in total, and Drury shall not be obligated to pay more than Sixty-Five Thousand Dollars ($65,000.00) regardless of any claim, judgment or obligation of Pineoak under the License. No renewal, extension, modification, nullification, delay of enforcement or amendment to the License shall affect the liability and obligation of Drury hereunder. The License is incorporated herein by reference and specifically (but without limitation) the obligation of Pineoak to pay the Village under paragraphs 8, 9 and 13 of the License are hereby guaranteed by Drury. This Guaranty is being made in substitution for the Letter of Credit provided for in the License, and payment will be promptly made to the Village in good funds upon receipt, prior to October 10, 2017, of a statement signed by the Village Manager, approved by the Village Board of Trustees certifying that Pineoak has failed in making a demanded required payment under the License or has exercised a Cancellation Option under the License. If Drury disputes the claim in the statement, Drury shall deliver to the Village the amount due claimed in the letter and shall deliver his objection to the Village Manager. Any dispute or objection shall be resolved as provided below. - 1 of3 - This Guaranty is not executed in relation to a consumer transaction. No modification, waiver or consent pursuant to any provision of this Guaranty shall be effective unless it is in writing and signed by the Village Manager. Furthermore, even if such action is in writing, its effect shall be strictly limited to the terms, situation and purpose stated therein and accordingly, any action shall not serve as an automatic entitlement to such action in the same or similar future circumstances. This Guaranty shall be construed and performed in accordance with, and governed by the laws of the State of Illinois. Wherever possible, each provision of this Guaranty shall be interpreted so that it will be legally effective and enforceable. If the applicable law prohibits or invalidates any provision of this Guaranty, such provision shall be rendered ineffective and severable from the remainder of the Guaranty without affecting or impairing such remainder's validity. In the event any dispute arises between Drury and the Village as it relates to this Guaranty, the parties shall resolve their dispute by arbitration in DuPage County, Illinois. The parties shall select the arbitrator. If they are unable to agree on an arbitrator, the licensed attorneys of the parties shall select the arbitrator. In all cases, the arbitrator shall be an attorney licensed to practice law in Illinois and in good standing. The arbitrator's fee shall be paid equally by each party. The arbitrator shall produce a written award that includes findings. Either party may have the award of the arbitrator entered as a judgment in the Circuit Court of the Eighteenth Judicial Circuit. This Guaranty shall be binding upon and inure to the benefit of Drury's representatives, successors, assigns, heirs, administrators, beneficiaries guardians, and legatees. The delay or the failure of the Village to exercise any right under this Guaranty or the License shall not affect said party's rights nor shall it constitute an assent to a subsequent breach of this Guaranty or the License. - 2of3 - The License is incorporated into this Guaranty by this reference, and any reference to this Guaranty shall be deemed to include the License. In the event the Village Manager does not deliver a statement certifying an amount due hereunder to Drury by certified mail return receipt request at: James Drury Partners Ltd 875 N. Michigan Avenue, Suite 3805 Chicago, Illinois 60611 or c/o David F. Rolewick, Esq. Rolewick & Gutzke, P.C. 1776 S. Naperville Road, Suite 104A Wheaton, Illinois 60189 on or before October 10, 2017, this Guaranty is terminated and has no binding effect. IN WITNESS WHEREOF, James J. Drury III h ex uted this Gu ranty this day of ✓ 1 , 2017. Ja es J. Dr III - 3 f3 -