S-1623 - 09/14/2021 - AGREEMENT - Ordinances Supporting Documents FOURTH AMENDMENT TO THE FOURTH MODIFICATION
OF USE OF GOLF PRACTICE AREA EASEMENTS
THIS FOURTH AMENDMENT TO THE FOURTH MODIFICATION OF USE OF GOLF
PRACTICE AREA EASEMENTS ("Fourth Amendment") is made this 14th day of September,
2021 by and between the BUTLER NATIONAL GOLF CLUB, an Illinois not-for-profit corporation
("Club"), and the VILLAGE OF OAK BROOK, ILLINOIS, an Illinois municipal corporation
("Village").
RECITALS
WHEREAS, on parties hereto previously entered into a Use Agreement for the use of the
property(the"Subject Property")commonly referred to as Cecil Smith Field#2, Oak Brook, Illinois,
and have subsequently extended the terms and conditions of the use agreement for the mutual
benefit of the parties;
WHEREAS, the conditions relating to the continuing effectiveness of certain prior
documents remain in effect;
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 further amend the Fourth Modification to extend its
term for an additional fifteen years pursuant to the terms of this Fourth Amendment.
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. Amendment of Paragraph 7 of the Fourth Modification. The Club and the Village
acknowledge and agree that paragraph 7 of the Fourth Modification shall be further
amended and be replaced with the following:
Club's Costs and Expenses. After January 1, 2022, the Club shall pay all costs
and expenses pursuant to this Fourth Amendment. During any period that the Polo
Agreement is in effect, the parties understand that all maintenance responsibilities
listed as the Club's responsibility on Exhibit A shall be performed and paid for by
the Club at their sole cost and expense. The Club shall pay the Village the following
lease sums ("Rent") for the following periods:
1. For the calendar years 2022 an amount equal to Base Rent; and
2. For each of the calendar years 2023-2036, an amount equal to (a) the
CPI Increase Amount for such calendar year, plus(b)the amount of Rent
applicable to the prior calendar year. If the Polo Agreement becomes
effective and is later terminated, the amount of Rent for the calendar year
immediately following such termination shall be increased by an amount
equal to (X) $20,000 plus (Y)any CPI Increase Amount on such $20,000
from the date of the inception of the Polo Agreement.
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"Base Rent" shall mean (1) $80,000 for any calendar year during which the Polo
Agreement is not effective, or (2) $60,000 for any calendar year during which the
Polo Agreement is effective.
"CPI Increase Amount" shall mean, with respect to any calendar year, an amount
equal to (X) 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 for any calendar year,
multiplied by (Y) the Rent applicable for the immediately 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 Fourth
Amendment.
B. Amendment of Paragraph 11.b of the Fourth Modification. The Club and the Village
acknowledge and agree that paragraph 11.15 of the Fourth Amendment shall be
replaced with the following:
a. The term of this Fourth Amendment to the Fourth Modification shall
commence on January 1, 2022 and continue until December 31, 2036.
C. Additional Hold Harmless. In addition to any other obligation of the Club to hold the
Village, its officers, agents and employees harmless, to defend and indemnify, the
Club 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 the Club's use of the Subject Property.
D. Additional Responsibilities. If prior to September 30, 2021, the Village enters into
an agreement(the"Polo Agreement")with Pineoak Partners("OBPC")with respect
to the use of the Subject Property for polo matches, the Club agrees to remove the
target greens at the end of the 2021 golf season but will have the right to install
temporary removable target flags and posts, which targets and posts shall be
removed for polo matches. The Club understands and agrees that the Polo
Agreement is anticipated to provide that the Subject Property will host polo
matches on a maximum of ten (10) mutually agreeable Sunday dates between
June 1 and September 30. The Club agrees that it will not interfere with said use
and will allow 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.
If the Polo Agreement is not entered into prior to September 30, 2021, or is so
entered into but is later terminated for any reason, the Club shall ,as the case may
be, (1) not share or no longer share usage of the Practice Property with OBPC,
(2) be able to keep or to reinstall target greens, and (3) continue or thereafter
assume (as of the date of any such termination) sole responsibility for the
maintenance of the teeing grounds on the North end of the Subject Property and
the driving range area located within the Subject Property at its sole cost and
consistent with historical practice.
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E. 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 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 Club and/or OBPC agrees to pay
the taxes assessed. If the Club agrees to so pay such taxes, the Club shall assume
all applicable tax liability.
F. Effect of Amendment. The parties acknowledge and agree that this Fourth
Amendment modifies and amends the previous amendments and modifications,
and the terms and provisions hereof shall supersede and control over any contrary
or conflicting terms and provisions set forth in the previously approved
amendments and modifications. The Fourth Modification as amended by this
Fourth Amendment is hereby ratified and remains in full force and effect. For
avoidance of doubt, the parties agree that the provisions of Paragraph 11.c shall
continue to be effective notwithstanding the amendments to the Fourth
Modification.
G. 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.
H. Insurance. OBPC shall obtain insurance in the amount so designated by the
Village. The Village shall use all commercially reasonable efforts to (1) cause
OBPC to name the Club as an additional named insured under all insurance
policies required of OBPC under the Polo Agreement, and (2) deliver annually to
the Club evidence thereof.
I. Scheduling. During any period that the Polo Agreement is effective, scheduling of
all Polo matches and coordination of seasonal division of use between OBPC and
the Club shall be determined by friendly consultation between OBPC and the Club,
subject to consultation with the Village, and acknowledging that the Village has
priority rights with respect to its annual Independence Day/Taste of Oak Brook
celebration. The parties understand and agree that the Village may use Field 2 for
other Village events which may not exceed 8 additional days per calendar year,
and the parties agree to work together to accommodate such Village events,
provided that such Village events do not interfere with OBPC'a previously-
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scheduled ten (10) polo dates in any given season or BNCG's previously
scheduled events in any given season.
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: BUTLER NATIONAL GOLF CLUB
By: By:
Printed Name: �7-10N''j 'd • y Riss
Title: -- 2ES'-6 E'J!
Date: l o 6 I 1 2-°Z j
ATTEST: VILLAGE OF OAK BROOK
Villa ag r V' la4e Pr sident
lorl-
Date:
M
ATTEST: VILLA G OF OAK ROOK
Vill a r Village President
pate:
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Exhibit A
Lease Agreement
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Exhibit A
This Exhibit shall apply only if the Polo Agreement is effective.
FIELD#2 MAINTENANCE RESPONSIBILITIES:
• The Village shall have no maintenance responsibilities.
FIELD#2 MAINTENANCE MAP
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Blue Shaded Area:The Club shall be required to maintain this area.
Yellow Shaded Area: OBPC shall assume the Field Maintenance for this area and shall have the
obligation to improve and restore this area to allow for polo matches.
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