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R-1927 - 01/26/2021 - AGREEMENTS - Resolutions Supporting Documents LICENSE AGREEMENT VILLAGE OF OAK BROOK& PINEOAK PARTNERS LLC 2021 POLO PROGRAM LICENSING AGREEMENT In anticipation of the 2021 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 ofthe 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 forthe 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 ten(10)Sunday polo events at the OBPC Field on the following dates: • Sunday,June 27,2021 • Sunday,August 15,2021 • Sunday,July 11,2021 • Sunday,August 29,2021 • Sunday,July 18,2021 • Sunday,September 12,2021 • Sunday,July 25,2021 • Sunday,September 19,2021 • Sunday,August 8,2021 • Sunday,September 26,2021 If any of the above dates are canceled due to weather or pandemic-related issues(including,but not limited to,governmental limitations on public gatherings),the Village and the Licensee agree to work together to reschedule up to two such canceled events during the period June 151 through October 1711,2021,subject to feasibility and availability. The Licensee will do its best to avoid an event cancellation. In the event that more than two events are cancelled due to weather or flooding due to weather or pandemic-related issues,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,which approval shall not be unreasonably withheld.The Village may consider conflicts with other scheduled events or significant fund losses. The Village must approve additional or rescheduled dates no less than thirty 30 days before the start of the 2021 Season.The Licensee shall not be charged any additional fees from the Village for the use of the field. 1 The reasonable decision of the Village to approve additional or reschedule dates shall be final.The Village shall cooperate with the Licensee to accommodate promptly the Licensee's reasonable rescheduling requests. 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 one of the other rain dates or 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 2021 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 and its sublicensees,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,mobiles apps,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/orto 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 forthe Proprietary Marks,in addition tothose licenses alreadygranted 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 maybe 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 2021 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 Thursday,December 31,2021,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 22ntl 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 2021 season. 6. VILLAGE RIGHTS&BENEFITS • Rights to distribute branded giveaways and literature to attendees in approved areas 4 • 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 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 5 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 1,2021 $3,125 • June 15,2021 $3,125 • July 1,2021 $3,125 • July 15,2021 $3,125 • August 1,2021 $3,125 • August 15,2021 $3,125 • September 1,2021 $3,125 • September 15,2021 $3,125 The Licensee will work closely with the Golf Club Superintendent,currently 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 underthose circumstances.At its own cost and with the written permission of the Golf Course Superintendent 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. 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 6 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 or due to pandemic-related issues (including, but not limited to, governmental restrictions on public gatherings),it may be rescheduled to one of the later set dates,or it may be rescheduled for another date from June 1"through October 17'^,2021,subject to availability and feasibility. 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. 30.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 of the Hotel and the Licensee. Guests will be shuttled to and from the polo field on a timely basis by a fleet of small luxury vans paid for by the licensee. 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$25,000 for sponsorship of the 2021 Oak Brook Polo Club season and field maintenance. 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 as provided in Section 13. 13.LICENSE CANCELLATION OPTION AND LETTER OF CREDIT If it is not legal or feasible for the matches to proceed as planned due to pandemic-related issues,or 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 itself from any further commitment to the planning and execution of the 2021 polo season and any further liability under this Agreement,except the refund obligation described below. Upon exercising its right to cancelation,the Licensee shall refund to the Village,on a prorata basis,the proportional share remaining of its$21,,000 payment,presuming the length of the season begins on June 1,2021 and ends on September 26,2021,or anytime thereafter according to the following refund schedule: 7 Scheduled Refund Amount Total Refund Date of Cancelation Maintenance Fee($25,000) Due Village Before June 1 $25,000 $25,000 June 1-June 25 $20,000 $20,000 June 26-July 9 $16,429 $16,429 July 10-July 30 $12,858 $12,858 July 31-August 6 $9,287 $9,287 August 7-August 20 $5,716 $5,716 August 21-Sept.22 $2,145 $2,145 After Sept.22' $0 $0 Upon the Agreement being signed by both parties,and at the same time the Village sponsorship fee being received,the Licensee will deliverto the Village,a Letterof Credit with The Northern Trust Bank, or a similar bank,in the amount of$25,000,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 26,2021 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 ofthe Letter of Credit conflict,the provisions ofthe 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$25,000. 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 2021,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,ofthe 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 2021. 15.CLAIMS Aside from a claim by the Licensee that the Village has breached a provision of this Agreement,the Licensee shall make no furtherclaim,damage,or file suit against the Village arising out ofthe financial commitment and liability,which it agrees to fully accept in this Agreement. The maximum amount which the Licensee or Licensor suing under any rights or obligations may recover,except forthe 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 for the polo season. The Licensee will secure an insurance provider that specializes in insurance for equestrian events, including policies tailored for polo events,as recommended by the United States Polo Association (USPA). The insurer will provide insurance coverage for polo clubs throughout the U.S.The Licensee's 8 current policy is up for renewal on June 1, 2021.The Licensee's formal application for insurance coverage for the remainder of the 2021 season is attached as Exhibit 3.The Licensee will maintain or obtain coverage for the Term of this Agreement.A copy of the insurance policy/ies will be provided to the Village. In addition,if not otherwise included in the insurer 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 and at the time of renewal on June 1,2021. 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 2021 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. ?AGREEDAND ACCEPED•P � siclen C Village President,Oak Brook Village d 3 7-al Date Date 9