Temp Use Agreement Eclipse SoccerTEMPORARY USE AGREEMENT
This Temporary Use Agreement ("Agreement') is made and entered into as of the 12th
day of February,2019 ("Effective Date') by and between the VILLAGE OF OAK BROOKE
lllinois municipal corporation ("Village'), and the Eclipse Select Soccer Club an lllinois
corporation ("User').
SECTION 1. RECITALS.
A. The Village owns a soccer field located in the Village's Sports Core in Oak Brook,
lllinois, and known as Field 3 ("Soccer Field').
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
26rh 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 Agreemenl ("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 lnterest. 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. !a!9. 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. Earlv Termination.
1. Unilateral Termination - Breach. ln 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. lmmediate Termination. Notwithstanding Section 3.8.1 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 signiflcant 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.C
of this Agreement.
SECTION 4. FEES FOR LICENSE.
ln 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 lllinois, 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,). 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.
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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 kash, 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 untit
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 Parkinq Control. lf determined necessary by lhe Village, User shall
provide trafic and parking control to the satisfaction of the Village. lf 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 ofthe 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, olficers, 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. lnsurance. 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 Userfails to provide insurance coverages, amounts of coverage,
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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. lndemnification. 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. H shall survive the termination of this Agreement.
l. 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 Liabilitv. User shall, and does hereby, waive, release, and relinquish
all claims of every kind, known and unknown, present and fulure, 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.
SECTION6. 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 ofiicials, officers, employees, agents, representatives, engineers, or attorneys ofthe
Village, on account of the negotiation, execution or breach of any of the terms and conditions of
this Agreement.
B. Prevailinq ParW. ln 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. lf 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, flre, inclement weather or
other casually 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:
lf to the Village:Village of Oak Brook
1200 Oak Brook Road
Oak Brook, lL 60523
Attention: Sean Creed, Golf Club
SuperintendenUManger
Eclipse Select Soccer Club, Inc.
700 Oak Brook Rd.
Oak Brook , lllinois 6052'l
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.
lf to User:
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. G- Assionment. User shall not assign its rights or responsibilities under thisAgreement except upon the express prior written consent oflhe Village.
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No Joint Venture. lt is hereby understood and agreed that nothing contained inthis Agreement shall be deemed or construed as creating the retalionship ot princiiai anJ agent,partnership or joint venture between the parties to this Agreement, ii being agreed that noprovision of this Agreement and no acts of the parties to this Agreement shall Ue-dejmeO to createany relationship between the parties other than lhe relationship set forth specifically by the lermsof this Agreement.
E. . Nq ProDertv lnterest. lt is specifically agreed and understood fhat this Agreement
is tor permissive,.temporary use only and that the eieriise of the rights ano prlviteles g"ranteo inthis Agreement shall not operate to create or vest any property righiin and to the eiopeliy'o,
"nypart thereof in User.
Itlo Third-Partv Beneltciaries. This Agreement is for the sole benefit of User andthe village, and no other party shall be deenred a thir&party beneficiary trereor, anu accoiaingty,
no third-party shall have the right lo enforce the provisions of this Agreement. No claim as a tnird-party ben€ficiary under lhis Agreement by any person, firm, or coiporation shall be made or bevalid against the Village and its employees, officers, members, officials, agents, attoineys, anorepresentatives.
lN wr Ess WHEREOF, the parties have caused this Agreement to be executed by theirduly authorized representatives as of the date first above written.
ATTEST:V:LLACE OF OAK BR00K,an∥inois
municipal oorporation
ECLiPSE SELECT SOcCER CLUB,iNC.
anl∥inois corporatiOn
By:
ⅥIlage Clerk
ATTEST:
町
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