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S-1627 - 09/14/2021 - ORDINANCE - Ordinances THE VILLAGE OF OAK BROOK COOK AND DUPAGE COUNTIES, ILLINOIS ORDINANCE NUMBER 2021-POLO-AG-PINE-S-1627 AN ORDINANCE APPROVING AND AUTHORIZING THE EXECUTION OF A LONG-TERM LEASE AGREEMENT FOR THE PROPERTY COMMONLY REFERRED TO AS CECIL SMITH FIELD #2, OAK BROOK, ILLINOIS 60523 PINEOAK PARTNERS GOPAL G. LALMALANI, Village President CHARLOTTE K. PRUSS, Village Clerk LAURENCE HERMAN MICHAEL MANZO JAMES NAGLE A. SURESH REDDY EDWARD TIESENGA ASIF YUSUF Village Board Published in pamphlet form by authority of the President and the Board of Trustees of the Village of Oak Brook on this the 14th day of September, 2021 ORDINANCE NO. 2021-POLO-AG-PINE-S-1627 AN ORDINANCE APPROVING AND AUTHORIZING THE EXECUTION OF A LONG-TERM LEASE AGREEMENT FOR THE PROPERTY COMMONLY REFERRED TO AS CECIL SMITH FIELD#2, OAK BROOK, ILLINOIS 60523 PINEOAK PARTNERS WHEREAS, the Village of Oak Brook (hereinafter referred to as the "Village") is an Illinois Municipal Corporation organized under and pursuant to the laws of the State of Illinois; WHEREAS, Section 2-3-8 of the Illinois Municipal Code provides the Village the authority to contract and be contracted with; WHEREAS, the Village presently owns title to real property within the Village boundaries and is interested in entering an agreement to lease said property; WHEREAS, the Village owns title to real property commonly referred to as Cecil Smith Field #2, and referred to in the Lease Agreement, a copy of which is attached hereto and made part hereof as Exhibit A, and is desirous of leasing said real property; WHEREAS, Butler National Golf Club and Pineoak Partners understand and agree that they will be sharing the leased premises for their respective uses; WHEREAS, the Village has entered into a lease agreement with Butler National Golf Club for the use of the area for a golf practice area and also is interested in leasing the property to Pineoak Partners for the use of the property for polo matches; WHEREAS, pursuant to 65 ILCS 5/11-76-2 the corporate authorities may authorize the lease of real estate for a term greater than two years but not more than ninety-nine years upon notice of intent to adopt such an ordinance; WHEREAS, the Village has published notice of its intent to enter into a lease agreement for the real estate referenced herein; and WHEREAS, in the opinion of the corporate authorities of the Oak Brook, it is in the best interests of the Village to lease the real estate referred to herein, for a term not to exceed ninety- nine years, pursuant to the terms and conditions of the lease agreement which is attached hereto and made a part hereof as Exhibit A. NOW, THEREFORE, BE IT ORDAINED, in open meeting assembled, by the Village President and Board of Trustees of the Village of Oak Brook, Cook and DuPage Counties, Illinois as follows: 2 Section 1 — Recitals The Corporate Authorities hereby find that all of the recitals hereinbefore stated as contained in the preamble to the Ordinance are full, true and correct and do hereby, by reference, incorporate and make them part of this Ordinance as legislative findings. Section 2 —Approval of Lease Agreement The Corporate Authorities of the Village of Oak Brook hereby approve the Long-Term Lease for period greater than 2 years but less than 99 years for the real estate commonly referred to as the Cecil Smith Field #2. The Village hereby approves the Lease Agreement for period not to exceed twelve years, substantially in the form attached hereto and made a part hereof as Exhibit A. Section 3—Authorization The Village President is hereby authorized to execute, and the Village Clerk is hereby authorized to attest to the Lease Agreement, substantially in the form of such Lease Agreement which is attached hereto as Exhibit A, with such changes therein as shall be approved by the Village Attorney and the officials of the Village executing the same, their execution thereof to constitute exclusive evidence of their approval to any and all changes or revisions therein from and after the execution and delivery of such Lease Agreement. Section 4 - Other Actions Authorized The officers, employees and/or agents of the Village shall take all actions necessary or reasonably required to carry out and give effect to the intent of this Ordinance and otherwise to consummate the transactions contemplated herein, and shall take all actions necessary in conformity therewith including, without limitation, the execution and delivery of all documents required to be delivered in connection with the transaction contemplated herein. Section 5 - Acts of Village Officials That all past, present and future acts and doings of the officials of the Village that are in conformity with the purpose and intent of this Ordinance are hereby, in all respects, ratified, approved, authorized and confirmed. Section 6— Effective Date This ordinance shall be in full force and effect from and after its passage, approval and publication as provided by law. The lease shall be fully executed within 14 days of its approval or this ordinance and the attached lease shall become null and void. Section 7 — Publication This ordinance shall be published in book or pamphlet form as provided by the Illinois Municipal Code. 3 Section 8—Conflict Clause That all ordinances, parts of ordinances or board actions in conflict with the terms of this ordinance shall be repealed to the extent of said conflict. Section 9— Saving Clause Any part or parts of this ordinance declared by a court of law to be invalid or unconstitutional shall not affect the validity of the remaining provisions of this ordinance or the Oak Brook Municipal Code. Section 10—Recording This ordinance shall be entered into the minutes and upon the journals of the Board of Trustees of the Village of Oak Brook. PASSED THIS 14th day of September, 2021. Ayes: Trustees Herman, Manzo,Reddy, Tiesenga, Yusuf Nays: None Absent: None Abstain: APPROVED THIS 14th day of September, 2021. , Gopal G. Lalmalani Village President ATTEST: let F 04.tLA 'P 1 ae� �~ Cl! 1 Charlotte K. Pruss I, Village Clerk ,o \U T�i 4 Exhibit A Lease Agreement 5 OAK BROOK POLO CLUB USE OF GOLF PRACTICE AREA EASEMENTS THIS POLO USE OF GOLF PRACTICE AREA EASEMENTS ("Polo Amendment") is made this the 14th day of September, 2021 , by and between the PINEOAK PARTNERS, LLC d/b/a the Oak Brook Polo Club and OBPC ("OBPC"), and the VILLAGE OF OAK BROOK, ILLINOIS, an Illinois municipal corporation ("Village"), in connection with the Village's FOURTH AMENDMENT TO THE FOURTH MODIFICATION OF USE OF GOLF PRACTICE AREA EASEMENTS ("Fourth Amendment") of even date between the Village and BUTLER NATIONAL GOLF CLUB, an Illinois not-for-profit corporation ("BNGC"). RECITALS WHEREAS, on or about February 3, 2021 , the parties hereto entered into an agreement, entitled License Agreement of Village of Oak Brook & Pineoak Partners LLC (the "Prior Polo Agreement"), whereby OBPC was permitted to conduct polo matches on the Village property commonly known as "Field 1"; WHEREAS, OBPC now wishes to move its polo matches and related uses to the property commonly referred to as Cecil Smith Field #2 ("Field 2"); WHEREAS, BNGC also uses Field 2 as a golf practice range, and BNGC and OBPC have agreed with the Village to share their use of Field 2 as set forth in this Agreement and in the Fourth Amendment to the Fourth Modification of Use of Golf Practice Area Easements ("BNGC's Fourth Modification"); WHEREAS, the Village and OBPC agree that certain terms and conditions of the Prior Polo Agreement shall remain in effect and extend for the entire term of this Agreement, to the extent set forth on Exhibit B hereto; WHEREAS, the parties hereto have been extremely satisfied with the relationship and are desirous of continuing the relationship by providing for the extension of the use terms and conditions as set forth herein; and WHEREAS, the parties now desire to harmonize the OBPC's use of Field 2 with the use by BNGC pursuant to BNGC's Fourth Modification to extend its term for an additional twelve years pursuant to thereof. NOW, THEREFORE, for and in consideration of the recitals set forth above and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows: A. Costs and Expenses. After January 1 , 2022, OBPC shall pay all costs and expenses pursuant to this Polo Amendment. Throughout the term hereof, the OBPC will perform and allocate the cost of maintaining Field 2 together 1 with BNGC with BNGC using part of Field 2 as a golf practice range during times not allocated to polo matches, according to the terms set forth on Exhibit A hereto. OBPC shall pay the Village the following sums for the lease of the property for the following periods: Period Payment 2022 $20,000.00 2023 Previous year + CPI-U 2024 Previous year + CPI-U 2025 Previous year + CPI-U 2026 Previous year + CPI-U 2027 Previous year + CPI-U 2028 Previous year + CPI-U 2029 Previous year + CPI-U 2030 Previous year + CPI-U 2031 Previous year + CPI-U 2032 Previous year + CPI-U 2033 Previous year + CPI-U Effective January 1, 2023, OBPC's payments to the Village shall be adjusted each year by CPI-U. "CPI-U" shall mean, with respect to any calendar year, an amount equal to the percentage increase, if any, in the Consumers Price Index Consumer Price for All Urban Consumers (CPI-U), Chicago Average for the period of January 1 to December 31 of the previous calendar year. Payments shall be made on or before April 1 st of each year. No other payments (or percentage increases) shall be due to the Village during the term of this Polo Amendment, except as otherwise provided herein. B. Term. The term of this Polo Amendment shall commence on January 1, 2022 and continue until December 31, 2033, unless sooner terminated as provided in Section I herein. The Prior Polo Agreement shall remain in effect through December 31, 2021. C. Additional Hold Harmless. In addition to any other obligation of OBPC to hold the Village, its officers, agents and employees harmless, to defend and indemnify, OBPC agrees to hold the Village, its officers, agents and employees harmless and to defend and indemnify the Village with respect to any claim, demand or suit made or filed against the Village, its officers, agents and employees arising out of any use associated with OBPC's use of Field 2. D. Taxes. As of the Effective Date, the Subject Property is exempt from real estate and other taxes by virtue of Village's status as a unit of local government. The Parties agree to use reasonable efforts to cooperate to 2 maintain such exemption. In the event the Subject Property is determined to be subject to taxes as the result of this Agreement, either Party may terminate this Agreement upon five (5) days prior written notice to the other Party unless the OBPC and/or the BNGC agrees to pay the taxes assessed. If OBPC agrees to pay such taxes, the OBPC shall assume all applicable tax liability. E. Compliance with Laws. Each Party shall give all notices, pay all fees, and take all other action that may be necessary to ensure that their respective duties under this Agreement are performed in accordance with all required governmental permits, licenses, or other approvals and authorizations that may be required in connection with said duties, and with all applicable statutes, ordinances, rules, and regulations, including without limitation: the Fair Labor Standards Act; any statutes regarding qualification to do business; any statutes prohibiting discrimination because of, or requiring affirmative action based on, race, creed, color, national origin, age, sex, or other prohibited classification, including, without limitation, the Americans with Disabilities Act of 1990, 42 U.S.C. §§ 12101 et seq., and the Illinois Human Rights Act, 775 ILCS 5/1-101 et seq. Each Party shall be solely liable for any fines or civil penalties that are imposed by any governmental or quasi-governmental agency or body that may arise out of or in connection with that Party's, or its subcontractors', performance of, or failure to perform, its duties hereunder, or any part thereof. F. Insurance. OBPC shall name BNGC and the Village as additional named insureds under all commercial liability and any other specialized coverages of insurance policies required by the terms of Exhibit B hereto, and deliver annually to BNGC and the Village evidence thereof. G. Polo Dates. The Village and BNGC have separately documented their understanding and agreement that OBPC will under this Polo Amendment be granted a use agreement for Field 2 to accommodate polo matches on ten (10) mutually agreeable Sunday dates between June 1 and September 30, with said use and operation limited to allowing non-exclusive access to the perimeter of the premises on the Saturday afternoon before a Sunday polo competition to accommodate field perimeter set up and any maintenance responsibilities that are required of OBPC. Scheduling of all Polo matches and coordination of seasonal division of use between OBPC and BNGC shall be determined by friendly consultation between OBPC and BNGC, subject to consultation with the Village, and acknowledging that the Village has priority rights with respect to its annual Independence Day celebration and Taste of Oak Brook. The parties understand and agree that the Village may use Field 2 for other Village events, and the parties agree to work together to accommodate such Village events, provided that such Village events do not interfere with OBPC's previously-scheduled ten (10) 3 polo dates in any given season or BNCG's previously scheduled events in any given season. H. Assignment. OBPC may assign its rights, and delegate its duties, under this Agreement to the United States Polo Association and/or the United States Polo Association's assignee(s) in writing, with the Village's prior written consent, which consent shall not unreasonably be withheld. I. Force Majeure and Termination. 1. Force Majeure. Neither OBPC nor the Village will be liable for any failure or delay in performing an obligation under this Agreement that is due to the following causes, to the extent beyond its reasonable control: acts of God, accident, riots, war, terrorist acts, endemics, pandemics, quarantine, natural catastrophes, government acts or omissions, changes in laws or regulations, national strikes, fire, or explosion ("Force Majeure Events"). In the event of a Force Majeure Event, then OBPC may terminate this Agreement before the end of the Term by written notice to the Village. 2. Earlier Termination Due to Breach. This Agreement may be terminated by either Party in the event of the other Party's material breach of this Agreement, provided that the breaching Party has failed to cure any such breach within thirty (30) days after receiving written notice of same from the non-breaching Party. 3. No Cause Termination. The Village may terminate this agreement at any time with or without cause at its sole discretion upon 90 days written notice to OBPC prior to the start of the polo season. The start of the polo season shall be defined as the first scheduled game of the particular season. Upon receipt of notice, OBPC may complete one full season immediately following the notice. 4. Effect of Termination. Upon the effective date of any such termination, OBPC shall be released from all of its remaining obligations under this Agreement for the remainder of the Term, including, but not limited to, further financial obligations to the Village and further planning and execution of Polo matches. Upon such Termination, the Village's obligations to OBPC under this Agreement shall also terminate, including, but not limited to, OBPC's license to use the Proprietary Marks, "OBPC" and "Oak Brook Polo Club." J. Notices. All Notices and other communications given pursuant to this Agreement shall be in writing and shall be deemed to have been duly given or made as of (a) in the case of personal delivery, when actually delivered; 4 requested,five(5)days after deposit in the mail; (d) in the case of transmittal by facsimile, upon receipt by the sender of a printed confirmation of successful transmittal; or(e) in the case of transmittal by email, upon receipt by the sender of electronic confirmation of delivery of such transmittal. Each Party's contact information for Notice purposes is set forth below. The Village: Village of Oak Brook Attn: Village Manager 1200 Oak Brook Road Oak Brook, IL 60523 OBPC: Pineoak Partners, LLC 875 N Michigan Ave., Suite 3805 Chicago, IL 60611 w/a copy to Rolewick & Gutzke, P.C. 1776 S. Naperville Rd., Suite 104A Wheaton, IL 60189 IN WITNESS WHEREOF, the Club and the Village have respectively executed this Fourth Amendment to be effective as of the date first above written. ATTEST: PINEOAK ARTNERS, TC, By: y: Printed Name �— r Title: Sic��i.> Date: /Z2-/2O Z4 5 ATTEST: VILLAGE OAK BROOK <ffBy. By. -� Via a ger Village President Date: a- 8 /�U 6 Exhibit A FIELD 2 MAINTENANCE RESPONSIBILITIES: The Village shall have no Field 2 maintenance responsibilities except as otherwise set forth herein pertaining to Village Events. OBPC will continue work closely with the Village Golf Club Superintendent, currently Sean Creed, to see that OBPC maintains Field 2 throughout the Polo season using the following standards at the sole cost of OBPC (which OBPC can perform itself or through its third party contractor): • Use of a suitable grass seed mixture and careful maintenance • Grass as mowed and kept at a height between 22-30 millimeters • Avoidance and eradication of broad leafed, 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 At OBPC's own cost and with the written permission of the Village, OBPC may undertake additional efforts to improve and maintain Field 2 for polo use. The requests of OBPC shall not be unreasonably refused. The requested improvements shall not interfere with the use by Butler National Golf Club (BNGC) of the use of Field 2 as a driving range either temporarily or permanently when polo is not being played. In addition to the foregoing obligations, OBPC will be responsible for the following items related to the improvement and further maintenance of Field 2, including, but not limited to: • Field irrigation, including the purchase, installation and upkeep of an irrigation source (e.g. water wheel), and regular watering of the field before, during and after the regular polo season. • Any field re-grading and surface or turf repair following the removal of Field 2's target greens • Purchase, installation and upkeep of a water drainage system in an effort to remove rainwater or excess irrigation from Field 2. OBPC will meet with BNGC and the Village Golf Club Superintendent in advance of each season to further discuss the above needs for the season and any planned field upgrades, repair or enhancements. OBPC shall bear full and sole responsibility for all determinations of the suitability and readiness of the field for play. 7 BNGC will be responsible for maintaining its tee box on the north end of Field 2 as well as the surrounding grounds outside the polo field's boards (e.g. out of bounds). This includes, but is not limited to, the following standards: • Use of a suitable grass seed mixture and careful maintenance • Grass as mowed and kept at reasonable length for on-field spectator activities • Avoidance and eradication of broad leaved, weed and clover patches • 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 Notwithstanding any other provision contained herein, the Village shall, at its expense, promptly repair, restore, replace, and rebuild any part of Field 2 that has been damaged or destroyed during, or as a result of, the Village's annual Independence Day celebration or any other Village event ("Village Event"). The Village shall restore Field 2 to its pre-Village Event condition, such that it is safe and ready for the next polo game (typically scheduled for the following weekend). Restoration may include, but is not limited to, re-sodding groves where tents and activities took place, aeration, temporary irrigation, watering of the grounds, and the replanting of any shrubs and other vegetation that was removed or damaged during the Village Event or for the Village Event. Additionally, the Village shall not permit any musical acts to perform, or stages to be set up, in the area of Field 2 where polo matches are played. In the event that the Village fails to restore Field 2 to its pre-Village Event condition as set forth herein within 72 hours after the Village Event, then OBPC may elect to restore Filed #2, at OBPC's own expense, in which case the Village shall reimburse OBPC for the cost of such restoration within ten (10) days of the Village's receipt of a request for such reimbursement with the underlying invoices and receipts. The Village agrees that it will not use OBPC's polo infrastructure, including, but not limited to, restrooms, grandstands, tents, fixtures, and equipment for Village Events without a written agreement from OBPC. FIELD #2 MAINTENANCE MAP 8 s Yo- I ML Blue Shaded Area: BNGC shall be required to maintain all of the fields, however should an agreement be entered into with OBPC responsibilities shall be divided as defined herein Yellow Shaded Area: If the parties enter into a lease agreement with OBPC, OBPC shall assume the Field Maintenance for this area. 9 Exhibit B 1. POLO DATES The Village agrees to allow the OBPC to execute, promote and manage ten (10) Sunday polo events each year for the Term of the Agreement (i.e., through 2033) at Field 2. The dates for the 2022 polo season are: • June 26, 2022 • July 17, 2022 • July 24, 2022 • July 31, 2022 • August 14, 2022 • August 21 , 2022 • August 28, 2022 • September 11, 2022 • September 18, 2022 • September 25, 2022 Scheduling of post-2022 Polo matches, rescheduling of 2022 Polo matches, and other coordination of seasonal division of use of Field 2 between OBPC and the BNGC shall be determined by friendly consultation between OBPC, the BNGC, and the Village. If any agreed-upon Polo date is canceled, the Village, the BNGC, and OBPC agree to work together to reschedule canceled events, subject to feasibility and availability. The parties understand and agree that the Village shall have absolute priority over any scheduling to accommodate any Village events. The OBPC'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 OBPC 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 10 • 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.) 2. 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 OBPC, and any advisory committee that OBPC should put in place. OBPC 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 each 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 OBPC 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 OBPC 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 OBPC OBPC and the Village understand that the Village liaison has no authority over Polo operations. 3. 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 11 Marks to OBPC, provided the OBPC observes Village guidelines for how, when, and where the name is used. The Village agrees to allow the OBPC and its sublicensees, for only the term of this Agreement, to use the Proprietary Marks in the following ways: • 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 OBPC, the polo matches, and the Village, including jerseys, polo shirts, t-shirts, hats, memorabilia, etc. • Event broadcasting utilizing television, radio and digital channels OBPC agrees that it will not knowingly utilize the Proprietary Marks in a manner that is detrimental to the Village, Board of Trustees, or residents. OBPC 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 OBPC is exercising rights not granted, the Village Manager may in writing restrict the right of the OBPC to use such rights as are found to be excessive or improper. The Village Board may choose to also exercise this power. OBPC understands and agrees that its licensed use of the Proprietary Marks pursuant to this Agreement does not give OBPC 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 OBPC's use of the Proprietary Marks. OBPC 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 OBPC and Village shall constitute an infringement of the Proprietary Marks and of the Village's rights relating to the Proprietary Marks. Accordingly, OBPC agrees not to use the Proprietary Marks for any services except as expressly authorized in this Agreement and not to 12 commit or aid in committing any act of infringement or misuse of the Proprietary Marks, either during or after the term of this Agreement. OBPC 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. OBPC 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; • 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 OBPC any right to such other programs, systems or proprietary marks. OBPC 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. OBPC 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 OBPC 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. OBPC shall operate the Oak Brook Polo Club 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. OBPC shall 13 obtain such fictitious name registrations as may be required by Village or by applicable law. However, OBPC shall not use the name "Oak Brook" or any of the Proprietary Marks as part of the corporate name or other legal name of OBPC's business entity, without Village's prior written approval. OBPC agrees that all forms and stationery shall prominently include the phrase, "An independent business licensed by the Village of Oak Brook." 4. TERM OF AGREEMENT, VILLAGE SPONSORSHIP & CLUB NAMING RIGHTS OBPC is granted the right to utilize the names "Oak Brook Polo Club" and "OBPC" through December 31, 2033. OBPC is also permitted use of the Proprietary Marks (In addition to the permitted uses of the Proprietary Marks described in Section 3 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 OBPC may advertise that the polo season is taking place at the OBPC. S. 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 at no cost to the Village. • Any press release announcing partnership with the OBPC, upon agreement and execution • Opportunity to purchase discounted Club and lawn seating tickets; quantity and discount to be determined by OBPC, at is discretion. 6. PROMOTIONAL SUPPORT The Village, at its reasonable discretion and option, facilitated by the designated representative serving as Village Liaison, will provide the OBPC 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 14 • E-communications • Experiential and promotional opportunities at Village events, including Taste of Oak Brook The OBPC 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. 7. UTILIZING VILLAGE RESOURCES Facilitated by the Village Liaison, the Village will provide access to existing resources that can support OBPC's event operations. OBPC 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) • Event staff parking OBPC will be responsible for the cost of such services as reasonably determined by the Village. The Village also reserves the right to require OBPC to contract for any of such services from a third-party vendor. Reasonable notice will be given by the OBPC 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 OBPC 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 sent by the Village to OBPC for payment; and payment shall be made within fourteen (14) days after the date of invoice. 8. PUBLIC PARKING ARRANGEMENTS 15 Parking for the general spectator public (Club guests, lawn seating guests, and sponsor/special event guests) will be on Village property to the extent available as determined by the Village in its sole discretion. If there is insufficient Village parking, then OBPC shall secure off-site parking at Christ Church or a similar or suitable locations through an agreement between ownership of the Church or other property owner and OBPC. The Village agrees to cooperate with OBPC to establish temporary marked pathways for pedestrians to get to and from designated parking areas to Field 2 for Polo matches, provided that such pathways do not interfere with the Village's Sports Core activities. OBPC is responsible for setting up and dismantling the markers for such pathways. 9. FOOD TRUCKS The Village will permit OBPC 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 OBPC that they are licensed to operate and sell in Illinois and Oak Brook and have certificates of insurance. In addition, food trucks must also comply with applicable fire and safety laws and regulations. 10. INSURANCE OBPC 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). A copy of the insurance policy/ies will be provided to the Village. In addition, if not otherwise included in the insurer policy, the OBPC shall purchase general liability insurance to cover its activities in this Agreement from a company and in a policy form approved by the Village in an amount of not less than $7,000,000. 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 Village, 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 Village to close, Field 2 to the OBPC, 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 Village. 16 Mgt�e_te Enter into aLona-TermLease NOTICE res dent and Board of Trustees of the Village of Oak Brook,Cook and DuPoge Counties, Illinois, on September 14, 2021 at a reoulorly scheduled Village Board meeting to be held of 7:00 pm at the Village Hall,1200 Oak Brook Rd,Oak Brook, IL 60521, intends to adopt an ordinance authorizing a long-term lease agreement under which the Village may lease Out Property that it owns or controls,and here Is commonly referred to as the Cecil Smith Field e2 in the Village of Oak Brook,Cook and DuPage Counties,Illinois. Under such lease, the property shall be used for lawful Purposes,including but not limited to use as a polo field, golf range antl for public events for the benefit of the Butler National Golf Club and Pineook Partners,LLC. Published in Daily Herold August 20,2021(15689641 CERTIFICATE OF PUBLICATION Paddock Publications, Inc. DuPage County D&ffedd Corporation organized and existing under and by virtue of the laws of the State of Illinois,DOES HEREBY CERTIFY that it is the publisher of the DuPage County DAILY HERALD. That said DuPage County DAILY HERALD is a secular newspaper,published in Naperville and has been circulated daily in the Village(s)of: Addison, Aurora, Bartlett,Bensenville, Bloomingdale, Carol Stream, Darien,Downers Grove, Elmhurst,Glen Ellyn,Glendale Heights, Hanover Park, Hinsdale, Itasca, Keeneyyille, Lisle,Lombard, Medinah, Naperville,Oakbrook,Oakbrook Terrace, Plaintield,Roselle, Villa Park, Warrenville,West Chicago, Westmont, Wheaton,Willowbrook, Winfield,Wood Dale, Woodridge County(ies)of DuPage and State of Illinois,continuously for more than one year prior to the date of the first publication of the notice hereinafter referred to and is of general circulation throughout said Village(s),County(ies)and State. I further certify that the DuPage County DAILY HERALD is a newspaper as defined in"an Act to revise the law in relation to notices" as amended in 1992 Illinois Compiled Statutes,Chapter 715,Act 5, Section 1 and 5. That a notice of which the annexed printed slip is a true copy,was published 08/20/2021 in said DuPage County DAILY HERALD. IN WITNESS WHEREOF, the undersigned,the said PADDOCK PUBLICATIONS,Inc.,has caused this certificate to be signed by, this authorized agent,at Arlington Heights, Illinois. PADDOCK PUBLICATIONS, INC. DAILY HERALD NEWSPAPERS BY Designee of the Publisher find Offic f the Daily Herald Control#4568964 Notice to Enter into a Lona-Term Lease NOTICE resident and Board of Trustees of the Village of Oak Brook,Cook and DuPage Counties, Illinois, on September 11, 2021 at a regularly scheduled Village Board meeting to be held of 7:00 pm of the Village Hall,1200 Oak Brook Rd,Oak Brook, IL 60521, Intends to adopt on ordinance authorizing a long-term lease agreement under which the Village may lease out Property that it owns or controls,and here is commonly referred to as the Cecil Smith Field i2 In the Village of Oak Brook,Cook and OuPoge Counties,Illinois. Under such lease,the property shall be used for lawful Purpose ,including but not limited to use as a Polo field, Naltfirange aan and for Golb o�bli a Wok or thParte of the Butler Published in Daily Herald August 25,2021(456!%5) CERTIFICATE OF PUBLICATION Paddock Publications, Inc. DuPage County M—&RerMd Corporation organized and existing under and by virtue of the laws of the State of Illinois,DOES HEREBY CERTIFY that it is the publisher of the DuPage County DAILY HERALD.That said DuPage County DAILY HERALD is a secular newspaper,published in Naperville and has been circulated daily in the Village(s)of: Addison,Aurora,Bartlett,Bensenville,Bloomingdale Carol Stream Darien,Downers Grove,Elmhurst,Glen Ellyn,Glendale Heights Hanover Park, Hinsdale,Itasca, Keenewille Lisle Lombard Medinah Napmille,0akbrook,Oakbrook Terrace, Plainfield,Roselle Villa Park Warrenville,West Chicago,Westmont,Wheaton,Willowbrook Winfield,Wood Dale,Woodridge County(ies)of DuPage and State of Illinois,continuously for more than one year prior to the date of the first publication of the notice hereinafter referred to and is of general circulation throughout said Village(s),County(ies)and State. I further certify that the DuPage County DAILY HERALD is a newspaper as defined in"an Act to revise the law in relation to notices" as amended in 1992 Illinois Compiled Statutes,Chapter 715,Act 5, Section 1 and 5.That a notice of which the annexed printed slip is a true copy,was published 08/25/2021 in said DuPage County DAILY HERALD. IN WITNESS WHEREOF,the undersigned,the said PADDOCK PUBLICATIONS, Inc.,has caused this certificate to be signed by,this authorized agent,at Arlington Heights, Illinois. PADDOCK PUBLICATIONS,INC. DAILY HERALD NEWSPAPERS BY Designee of the Publisher find Offic f the Daily Herald Control#4568965