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R-1780 - 02/12/2019 - AGREEMENTS - Resolutions Exhibits Ltitt�•":. � v' REVIEW OF CONTRACTS «t I i Awarding Agency: I Type of Contract: Department: Prooram/Account Number: 4Awed Contract Price: 8 dgeted Amount: nder $20,000 Q $500,001 - $1,000,000 $20,000 - $500,000 [- Over $1,000,000 i I o r 1 l 10 L! Name: Date: e Name: ,' Date: `� Name: Date: E ,l j Name: Date: ��' �C Three (3) Originals signed by other party Date/lnitlals x1 1 Original provided to staff member for other party Date/Initials 2-b 1 Original provided to Official Files Date/Initials 5PI I Village of 0ak Brook ( Approved by board of Trustees Date/initials: TEMPORARY USE AGREEMENT This Temporary Use Agreement ("Agreement's is made and entered into as of the 12' day of February, 2019 ("Effective Date's by and between the VILLAGE OF OAK BROOK, an Illinois municipal corporation ("Village's, and the Eclipse Select Soccer Club an Illinois corporation ("User's. SECTION 1. RECITALS. A. The Village owns a soccer field located in the Village's Sports Core in Oak Brook, Illinois, and known as Field 3 ("SoccerField'�. B. The Village desires to permit the User to use the Soccer Field, and User desires to use the Soccer Field, for its "Soccer Club Tournament" (a youth soccer tournament), on April 26th through April 28th, 2019 in accordance with and pursuant to the terms, conditions, and restrictions of this Agreement. SECTION 2. GRANT OF LICENSES. A. Grant of License. Subject to the terms and conditions set forth in this Agreement, the Village hereby grants User, and User hereby accepts, a license to use the Soccer Field exclusively for the purpose of hosting a youth soccer tournament pursuant to and in strict accordance with the terms and provisions of this Agreement ("Field License'. User acknowledges and agrees that nothing in this Agreement shall be interpreted to provide a license to User to use or alter the Soccer Field in any way other than as specified in this Agreement. B. Limitation of Interest. Except for the Field License granted pursuant to this Agreement, User shall have no legal, beneficial, or equitable interest, whether by adverse possession or prescription or otherwise, in the Soccer Field. C. As Is. User shall accept the Soccer Field WHERE-IS and AS-IS, and subject to applicable requirements of law. User acknowledges and agrees that: (1) the Village has made no representation or warranty as to the suitability of the Soccer Field for User's youth soccer tournament; and (2) the Village shall have no responsibility to maintain the Soccer Field in any particular condition or manner. User waives any implied warranty that the Soccer Field is or will be suitable for User's intended purposes. This Agreement shall apply, and User shall have no right to terminate this Agreement, if the Soccer Field is unable to be used for User's youth soccer tournament due to inclement weather conditions. D. Application., A Special event application is required when a community event is located in whole or in part on public property or on private property within the Village when it may have a direct effect upon public property, traffic flow, or public health or safety, and which may require the use of special Village services SECTION 3. TERM OF LICENSE AND TERMINATION. A. Term. The Field License shall be from April 26th through April 28th, 2019 ("Term"). B. Early Termination. 1. Unilateral Termination - Breach. In the event that either party violates any material provision of this Agreement, the non-breaching party shall have the option and the right to terminate the Field License and this Agreement prior to the expiration of the Term 2. Immediate Termination. Notwithstanding Section 3.B.1 to the contrary, the Village shall have the right to immediately terminate the Field License and this Agreement if: (a) it delivers to User a Termination Notice that advises User of a breach that constitutes an immediate and significant risk to the well-being and safety of the Soccer Field, any Village employees, or any user of the Soccer Field; and (b) User fails to immediately cure the breach in a manner satisfactory to the Village Manager. C. Surrender of the Premises. Upon the expiration or termination of this Agreement, User shall, at its sole cost and expense, remove from the Soccer Field all of its materials and equipment and restore the Soccer Field to the condition existing at the commencement of this Agreement, notwithstanding any ordinary wear and tear, in accordance with terms of Section 5.0 of this Agreement. SECTION 4. FEES FOR LICENSE. In consideration for the Soccer Field License and other good and valuable consideration, User agrees to pay to the Village a use fee of$5,250.00. SECTION 5. CONDITIONS. User and the Village agree that use the Soccer Field is conditioned on the following: A. Permitted Activities and Uses; Compliance with Laws. 1. User shall use and occupy the Soccer Field solely for the youth soccer tournament. 2. User shall not do or permit anything to be done upon the Soccer Field or on any Village property which in any way may create a nuisance, or injure the reputation of the Sports Core or the Village. 3. User's use and occupancy of the Soccer Field shall at all times comply with all applicable federal, state of Illinois, and Village codes, ordinances, statutes, and regulations. B. Alterations. User shall not make any modifications to the Soccer Field without prior written approval from the Sports Core Director. C. Maintenance Bond; Clean Up and Repair. a. User shall post a cash bond with the Village in the amount of$1,500.00 as a maintenance and clean-up bond by April 15th, 2019 ("Bond's. The Village shall refund the User the Bond within seven days upon the satisfactory review of the Soccer Field by the Director of the Sports Core unless the Village draws upon the Bond in accordance with Section 5.E.b of this Agreement. -2- b. User shall be responsible to fully restore the Soccer Field to the same condition as it was prior to the commencement of the Term, notwithstanding ordinary wear and tear, by 12:00 p.m. on Monday April 30, 2019 including, but not limited to: i. The removal of all equipment; ii. the removal and or cleaning of all portable toilet facilities; iii. the removal of all equipment, structures, or other similar items provided to seat or hold spectators; and iv. the removal of all trash, debris, and personal property. Should any of the items required to be removed by this Section 5.E.b remain on the Soccer Field, or the Soccer Field is not restored to same condition as it was prior to the commencement of the Term, by 12:00 p.m. on April 30, 2019, User shall pay the Village an additional fee of $1,000.00 per day until such items are removed and the Soccer Field is fully restored. The Village shall have the right to draw upon the Bond to collect the first $1,500 charged to the User pursuant to this Section 5.E.b. D. Traffic and Parking Control. If determined necessary by the Village, User shall provide traffic and parking control to the satisfaction of the Village. If necessary, the Village may assign special duty police service to control traffic and parking. The User agrees to reimburse the Village for all such special duty police service at the rate set by the Village for special duty police officers. User also agrees to provide all necessary temporary directional signs for regulating parking and traffic control as directed and approved by the Village. E. Prohibited Fees. Unless otherwise agreed to by the Village in writing, User is prohibited from charging or collecting: (i) admission fees or selling tickets the activities on the Soccer Field; (ii) sponsorship fees and revenues; (iii) and any and all other revenue of any kind and nature, other than the fees charged by User to its participants for participating in the youth soccer tournament. F. Supervision. User shall be solely responsible for supervising and monitoring the use and occupancy of the Soccer Field and the activities conducted by User's agents, employees, volunteers, contractors, invitees, guests, and participants while on Village property. User acknowledges and agrees that the Village and its employees, officers, members, officials, agents, attorneys, and representatives shall have no responsibilities, duties, or obligations whatsoever to supervise or monitor the Soccer Field during User's, or any person permitted by User, use of the Soccer Field. G. Insurance. User shall at all times carry liability and property damage insurance at levels required by the Village (including $2,000,000 of general aggregate liability), naming the Village as an additional insured. All such policies shall contain a waiver of the contractual liability exclusion, if any, contained in such policies. User shall provide the Village with a certificate of the aforesaid insurance for the Village's approval by April 15, 2019. The Village shall have the right to terminate the Agreement if the User fails to provide insurance coverages, amounts of coverage, -3- or carriers that are approved by the Village, which such approvals the Village shall not unreasonably withhold. The insurance required herein may not be canceled until a thirty (30) day prior notice is given to the Village or until this Agreement terminates. Cancellation or lapse of the insurance required shall result in the termination of User's rights under this Agreement to utilize the Soccer Field. H. Indemnification. User shall, without regard to the availability or unavailability of any insurance of the Village, indemnify the Village, and its respective officers, members, officials, employees, agents, attorneys, and representatives against, and hold the Village, and its respective officers, members, officials, employees, agents, attorneys, and representatives, harmless from, any and all lawsuits, claims, demands, damages, liabilities, losses, and expenses (including attorneys' fees and administrative expenses), that may be sustained or incurred as a result of or in connection with User's use or occupancy of the Soccer Field or with the performance of, or failure to perform, its obligations under this Agreement, whether or not due or claimed to be due in whole or in part to the active, passive, or concurrent negligence of the Village, but not including lawsuits, claims, demands, damages, liabilities, losses, and expenses (including attorneys' fees and administrative expenses) sustained or incurred solely as a result of the negligence or due to the willful misconduct of the Village. User's obligations required pursuant to this Section 5.1-1 shall survive the termination of this Agreement. I. Assumption of Risk. User agrees to assume the full risk of any injuries, including death, and all costs, damages, and losses that User or its members, employees, agents, contractors, officers, representatives, and participants in its programs may sustain while on the Soccer Field or while participating in any program sponsored or administered by User, or as a result of the reasonable condition, reasonable maintenance, and use of the Soccer Field. J. Waiver of Liability. User shall, and does hereby, waive, release, and relinquish all claims of every kind, known and unknown, present and future, that User may have against the Village and its officers, agents, servants, employees, and attorneys arising out of, connected with or in any way related to the use of the Soccer Field, or as a result of the condition, maintenance, and use of the Soccer Field. SECTION 6. ENFORCEMENT. A. General. The Parties may, in law or in equity, by suit, action, mandamus, or any other proceeding, enforce this Agreement. User agrees that it will not seek, and does not have the right to seek, to recover a judgment for monetary damages against the Village or any elected or appointed officials, officers, employees, agents, representatives, engineers, or attorneys of the Village, on account of the negotiation, execution or breach of any of the terms and conditions of this Agreement. B. Prevailing Party. In the event of a judicial proceeding brought by one Party against the other Party, the prevailing Party in such judicial proceeding shall be entitled to reimbursement from the unsuccessful Party of all costs and expenses, including reasonable attorneys' fees, incurred in connection with such judicial proceeding. C. Force Maieure. If the Village is delayed or hindered in or prevented from the performance of any act required hereunder because of strikes, lockouts, inability to procure labor or materials, failure of power, restrictive laws, riots, insurrection, war, fire, inclement weather or -4- other casualty or other reason of a similar or dissimilar nature beyond the reasonable control of the Village, financial inability excepted (each, a "Force Majeure Event"), performance of such act shall be excused for the period of delay caused by the Force Majeure Event. SECTION 7. USER WARRANTIES. User hereby represents and warrants to the Village, to the best of its knowledge and information as of the date of this Agreement, as follows: A. User has the authority and the legal right to make, deliver, and perform this Agreement, and has taken or will take all necessary actions and obtain all required consents and approvals to authorize the execution, delivery, and performance of this Agreement. B. This Agreement constitutes the legal, valid, and binding obligation of User and is enforceable against User in accordance with its terms. C. The parties executing this Agreement on behalf of User have full authority to bind User to those obligations and to act on behalf of User. SECTION 8. GENERAL PROVISIONS. A. Notices. All notices and payments required or permitted to be given under this Agreement shall be given by the Parties by (i) personal delivery, (ii) deposit in the United States mail, enclosed in a sealed envelope with first class postage thereon, or (iii) deposit with a nationally recognized overnight delivery service, addressed as stated in this Section 8.A. The address of either Party may be changed by written notice to the other Party. Any mailed notice shall be deemed to have been given and received within three days after the same has been mailed and any notice given by overnight courier shall be deemed to have been given and received within 24 hours after deposit. Notices and communications to the Village shall be addressed to, and delivered at, the following address: If to the Village: Village of Oak Brook 1200 Oak Brook Road Oak Brook, I L 60523 Attention: Sean Creed, Golf Club Superintendent/Manger If to User: Eclipse Select Soccer Club, Inc. 700 Oak Brook Rd. Oak Brook , Illinois 60521 Att: Lou Reina B. Amendments and Modifications. No amendment or modification to this Agreement shall be effective unless and until it is reduced to writing and approved and executed by the parties to this Agreement in accordance with all applicable statutory procedures. -5- C. Assignment. User shall not assign its rights or responsibilities under this Agreement except upon the express prior written consent of the Village. D. No Joint Venture. It is hereby understood and agreed that nothing contained in this Agreement shall be deemed or construed as creating the relationship of principal and agent, partnership or joint venture between the parties to this Agreement, it being agreed that no provision of this Agreement and no acts of the parties to this Agreement shall be deemed to create any relationship between the parties other than the relationship set forth specifically by the terms of this Agreement. E. No Property Interest. It is specifically agreed and understood that this Agreement is for permissive, temporary use only and that the exercise of the rights and privileges granted in this Agreement shall not operate to create or vest any property right in and to the Property or any part thereof in User. F. No Third-Party Beneficiaries. This Agreement is for the sole benefit of User and the Village, and no other party shall be deemed a third-party beneficiary hereof, and accordingly, no third-party shall have the right to enforce the provisions of this Agreement. No claim as a third- party beneficiary under this Agreement by any person, firm, or corporation shall be made or be valid against the Village and its employees, officers, members, officials, agents, attorneys, and representatives. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the date first above written. ATTEST: VILLAGE OF OAK BROOK, an Illinois municipal corporation By: By. Village Clerk Village Manager ATTEST: ECLIPSE SELECT SOCCER CLUB, INC. an Illinois corporation Title: Its ��� : w�(►� �� c�� ��rrt'c �/ -6- 434390353 N1