R-1701 - 02/13/2018 - TASTE - Resolutions ExhibitsINDEMNIFICATION AIID SPONSORSHIP AGREEMENT,
BY AI\D BETWEEN THE VILLAGE OF OAK BROOK AI{D
McDONALD'S CORPORATION
THIS AGREEMENT is made this b auv rrthru.s 2018, by THE VILLAGE oFoAK BRooK (the "village"), and McDoNALD's coRpbRATIoN (,,McDonald,s,,) as
follows:
INDEMNIFICATION
I. In the event that as a result of the agreement dated December 17, 2015, by and
befween the Village and Melrose Pyrotechnics ("Melrose") for provision of a fireworks displayfor the Village's Independence DaylTaste of Oak Brook celebration (the "Fireworks
Agreement"), or any activities arising out of or related to the Fireworks Agreement and/or the
Village's Independence DaylTaste of Oak Brook celebration event (the fireworks display and all
of the activities related to the Village's Independence DaylTaste of Oak Brook celebration events
shall be collectively referred to as the "Events"), McDonald's or its subsidiaries, affiliates,
franchisees, and theofficers, agents, employees, volunteers and licensors of any of the foregoing
(collectively, the "McDonald's Indemnified Parties") are made a party defendant in any
litigation, or any claim or demand is made against any such party, the Village agrees to defend,
indemnifu and hold harmless any such party, individually and collectively, from and against any
and all suits, claims, demands, set offs, or other action, including but not limited to juagments
arising therefrom ("Indemnified Claims"). The obligation of the Village with regird to
Indemnified Claims shall include and extend to payment of reasonable attorneys' fees for the
representation of any such party in any litigation or investigation, and shall further include
expenses, court costs and all other fees associated with any Indemnified Claims. The obligations
of the Village under this Section I shall not extend to any Indemnified Claims that are either
caused by the negligence of any or all of the McDonald's Indemnified Parties or if performance
of any obligations is prohibited by law.
II' As part of its obligations hereunder, the Village shall maintain and provide proof of
insurance covering the Events and naming the McDonald's Indemnified Parties as additional
insured's at the levels specified in subsection (a) below:
(a) Minimum scope of insurance and minimum insurance limits.
(l) Workers compensation insurance as required by the State of Illinois.
(2) Employers liability insurance of $1,000,000 per accident.
(3) S1,000,000 combined single limit automobile liability insurance per
accident for bodily injury and property. damage.
(4) $1,000,000 broad form comprehensive general liability insurance
(including, but not limited to, personal injury, blanket contractual liability,
property damage, products and completed operations, and explosion,
collapse and damage to underground property), and shall provide coverage
(either by special endorsement or otherwise) for any and all claims arising
out of or related to the use of fireworks, fireworks display, or any similar
type of explosive device.
Additionally, the Village shall assure that any agreement it makes with Melrose (or any
other third party for the provision of a fireworks display for the Events) shall require Melrose (oi
such other third party) to procure and maintain or cause to be procured and maintained, with
respect to any and all services and fireworks display (the "Work") furnished pursuant to the
Fireworks Agreement, insurance against claims for injuries to persons or damages to property
which may arise from or in connection with the performance of such Work by Melrose, its
contractors, agents, representatives, employees or subcontractors, at the levels of coverage
specified in subsection (b) below:
(b) Minimum scope of insurance and minimum insurance limits.
(l) Workers compensation insurance as required by the State of Illinois.
(2) Employers liability insurance of S1,000,000 per accident.
(3) $1,000,000 combined single limit automobile liability insurance per
accident for bodily injury and property damage.
(4) $8,000,000 broad form comprehensive general liability insurance
(including, but not limited to, personal injury, blanket contractual liability,
property damage, products and completed operations, and explosion,
collapse and damage to underground property), and shall provide coverage
(either by special endorsement or otherwise) for any and all claims arising
out of or related to the use of fireworks, fireworks display, or any similar
type of explosive device.
(c) The Comprehensive General Liability shall be endorsed to contain the following:
(l) The Village and the McDonalds Indemnified Parties are to be covered as
insured's or additional insured's as respects all Work performed under this
Agreement.
(2) The insurance procured pursuant to the provisions of this paragraph shall
be primary to the maximum extent allowed by law as respects the Village
and the McDonald's Indemnified Parties, and any insurance or self
insurance maintained by any such party shall be excess of the insurance
procured by or on behalf of Melrose (or other applicable third party) and
shall not contribute with it.
(3) Any failure to comply with the reporting provisions of the policies shall
not affect coverage provided to the Village and the McDonald'
Indemnified Parties.
(4) Each policy required by this paragraph shall be endorsed to state that thirty
(30) days' prior written notice by regular mail or personal delivery of
cancellation or nonrenewal must be made to the Village.
The Village shall furnish McDonald's with a certificate of insurance evidencing its
coverage obligations as set forth above. Likewise, Melrose shall be required to furnish or cause
to be furnished to the Village certificates of insurance with original endorsements affecting all
coverage required by this paragraph. The certificates and endorsements are to be received and
approved by the Village before the commencement of any Work, and shall be provided to
McDonald's upon request.2
SPONSORSHIP
III' McDonald's hereby agrees to sponsor the firework display (pyrotechnics) feature of
the Oak Brook Independence DaylTaste of Oak Brook Celebration. As such, McDonald,s agrees
to pay the sum of $100,000.00 to the Village to provide support for the Events. McDonald's
shall make such payment to the Village no later than July l, 2018.(a) The Village agrees to allow McDonald's the right to display banners to
indicate corporate recognition and their sponsorship of the Events in
locations agreeable to the village so as to not cause a safety concern.(b) The Village also agrees that should it create and display any banners or
marketing or advertising for the Events, McDonald's will be listed and
noted as the presenting sponsor on the materials and McDonald's will be
provided a copy for review in advance ofthe release date.(c) The Village and McDonald's agree that any press release created for the
event shall be approved by both parties in advance ofrelease.(d) If desired McDonald's shall have the right to distribute fliers/coupons for
McDonald's products and marketing purposes during the Events.
The Village agrees to provide McDonald's with 350 food vendor tickets,
valued at $l each, to be used at the Taste of Oak Brook for food and/or
beverage items.(e) The official name of the event will be: Taste of Oak Brook sponsored
by McDonald's. The official name will be used on all advertising and
signage refening to the event.(0 (6) 3O-second announcement spots at the event (McDonald's to provide
the script cards 7 days before event)(g) Incorporate "McDonald's" at the beginning of the pyrotechnic show via
announcement
(h) Village to provide (25) VIP parking passes for Management at Oak Brook
Golf Club.(i) Village agrees that none of the McDonald's restaurant chain competitors
in the quick service or fast casual restaurant segments (e.g., Starbucks,
Dunkin Donuts, Burger King, Subway, Arby's, Panera Bread) will be
permitted to sponsor or otherwise participate as vendors in connection
with the Events.
In return, McDonald's hereby agrees to provide:
(a) Script cards for their 30-second spots 7 days before the event.(b) Any additional signage, i.e. entryway, stage, beer tent, etc.
CANCELLATION
V. The parties acknowledge and agree that the Events are currently scheduled to
occur on July 3,2018. In the event of inclement weather or other circumstances beyond the
control of the Village, the Village reserves the right to cancel the restaurant tasting portion of the
Events and conduct fireworks only on July 4,2018 instead. If the Village does not conduct
fireworks display for any reason on either July 3 or July 4,2018, McDonald's shall be entitled to
a partial refund of $80,000.00, such partial refund to be paid to McDonald's within l0 days
following cancellation of the fireworks display,
IN WITNESS WHEREOF, the undersigned parties have approved this Agreement, as
executed by its authorized agent.
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