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R-1999 - 01/25/2022 - AGREEMENTS - Resolutions Exhibits MANAGEMENT AGREEMENT FOR THE SPORTS CORE ATHLETIC FIELDS This Management Agreement ("Agreement") is made this. ay of aczb(af 202 by and between the VILLAGE OF OAK BROOK, an Illinois municipal corporation (hereinafter referred to as the "Village") and .Premier Athletic Management, an Illinois (hereinafter referred to as "Manager"). WHEREAS, the Village owns a 269 acre recreational area complex known as the Village of Oak Brook Sports Core (hereinafter the "Sports Core"),which includes the Oak Brook Golf Club and the Oak Brook Bath and Tennis Club; and WHEREAS, included within the Sports Core complex are a series of soccer fields and other athletic fields (hereinafter the "Sports Core Athletic Fields" or"Athletic Fields"); and WHEREAS, the Village desires to hire a management company to professionally manage the operations of the Sports Core Athletic Fields in accordance with the terms and conditions of this Agreement. NOW THEREFORE, for and in consideration of the foregoing, the mutual covenants and promises hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows: I. ENGAGEMENT OF MANAGER FOR THE ATHLETIC FIELDS. The Village hereby engages Manager to manage, operate, maintain and promote the Sports Core Athletic Fields, and Manager accepts such engagement("Engagement") and agrees to manage, operate, maintain, and promote the Athletic Fields in accordance with the terms and conditions of this Agreement. The Athletic Fields are depicted on the map attached hereto as EXHIBIT A and incorporated herein by reference. II. DUTIES AND RESPONSIBILITIES OF MANAGER. Manager shall provide professional consulting, advising and management services, for and on behalf of the Village that will ensure appropriate use of the Sports Core Athletic Fields. Manager's obligations shall include, but are not limited to, the following duties: A. Employ, assign, and supervise all necessary personnel who shall be employees of the Manager and who will have the responsibility for managing, operating, and promoting the Athletic Fields. Manager shall designate one of its employees as the On-Site Manager for the Athletic Fields who shall be the primary operating liaison between Manager and the Village. In the event of the unavailability of the On-Site Manager, and with notification to the Village, an Acting On-Site Manager of Manager shall act in his or her place with the same authority and responsibility. Manager shall consult with the Village on the appointment(s) of the On-Site Manager. B. Employ, assign and supervise additional employees and/or independent contractors necessary to perform its obligations under the Agreement. C. Supervise and direct all personnel located at the Athletic Fields that the Manager deems necessary for the management and operations of the Athletic Fields. All employees hired by Manager under the Agreement shall be employees of the Manager and not the Village. D. Use commercially reasonable efforts to schedule and book field usage and events at the Athletic Fields in accordance with the scheduling and booking services utilized by the Manager and consistent with EXHIBIT B hereto. E. Manage certain aspects of the Athletic Fields, including coordinating with the Village use of the Athletic Fields, security, collection of rental fees and other charges, and parking related thereto consistent with EXHIBIT B hereto. F. Supply all required soccer goals, nets, as well as inspect, service and repair the same throughout the term of this Agreement. G. Submit to the Village in a timely manner financial and other reports detailing the Manager's rental activities associated with the management of the Athletic Fields, to include gross rental information. H. Plan, prepare, implement,and coordinate and supervise all public relations and other promotional programs for the Athletic Fields, including, but not limited to, the creation and maintenance of a website regarding the Athletic Fields. I. At the request of the Village, Manager will attend Village meetings, including but not limited to Board of Trustees' meetings, at no additional cost to the Village. J. Operate the Athletic Fields in accordance with the rules and regulations established by the Village, including hours of reasonable operation. The initial hours of operation and calendar of events for the Athletic Fields shall be as set forth in EXHIBIT B attached hereto and incorporated herein by reference. EXHIBIT B may be modified from time to time by the Village in its sole discretion in which case the parties agree to adjust Manager's financial obligations hereunder consistent with any material loss of gross revenue. K. Manager shall be solely responsible for the payment of all employee salaries and expenses incurred in relation to the performance of its duties under this Agreement. L. Cause all such other acts and things to be done in and about the Athletic Fields as determined by the Manager in its reasonable discretion to be necessary for the operation, control, supervision, direction and maintenance of the Athletic Fields. II. DUTIES AND RESPONSIBILITIES OF THE VILLAGE. A. The Village shall be responsible for the maintenance of the Athletic Fields as described in EXHIBIT C. EXHIBIT C may be modified from time to time by the mutual agreement of the parties. 2 B. The Village Manager or his/her designee shall be the liaison from the Village with Manager. C. The Village Manager or her/his designee may set up any reasonable system for monitoring and inspecting the operations of the Athletic Fields. This monitoring may consist of reasonable written requests for information on any aspect of the operations of the Athletic Fields,to which Manager shall respond within a reasonable timeframe. IV. ACCOUNTING BY MANAGER. Manager shall manage the day-to-day financial operations of the Athletic Fields and shall keep detailed financial records of all revenues and expenses associated with its operation and management of the Athletic Fields. Manager shall permit the Village Manager or his designee to inspect and examine the books and records of the Manager at all reasonable times in order for the Village to verify only the gross revenues received from the operations of the Athletic Fields and to comply with its financial reporting obligations under the law. Manager shall also cooperate and promptly provide any such financial records to the Village responsive to a request for such documents under the Illinois Freedom of Information Act within the time frame required under the law. V. FINANCIAL PROCEDURES, PURCHASING, RATES. A. Manager shall prepare and submit to the Village an annual operating plan and budget projecting anticipated revenues for the current and upcoming fiscal year in a format and by a date mutually agreed to by the Village and Manager. B. Manager shall provide operations reports to the Village concerning the Athletic Fields activities and charges, as well as a discussion of upcoming activities and charges. C. Manager shall collect all fees charged for the use of the Athletic Fields. D. Manager in consultation with the Village Manager, or as otherwise directed, shall recommend to the Village Board (if required by law) for approval of all rates imposed for the use of the Athletic Fields as set forth in the Schedule of Rental Charges set forth in the attached EXHIBIT D and incorporated herein by reference. EXHIBIT D may be modified from time to time by mutual agreement of the parties, and subject to approval by the Village Board if and to the extent required by law.. VI. MAINTENANCE. The maintenance obligations for the Athletic Fields shall be set forth in EXHIBIT C. VII. STAFFING AND PERSONNEL. A. Manager shall employ, recruit, hire, train, supervise, pay and discharge all employees and personnel, including all contractual, leased or borrowed 3 employees, necessary for the operation of the Athletic Fields. These persons shall be employees of Manager. B. Manager shall be responsible for any and all personnel, including all contractual, leased or borrowed employees, employed at the Athletic Fields. Such responsibility includes all required wage reporting, tax payments and documentation under applicable State or Federal law. Manager is an independent contractor and all employees working on the operation of the Athletic Fields shall be its employees, under its supervision and control. C. No employee of Manager, including contractual, leased or borrowed employees, shall at any time be deemed an employee of the Village. D. Sole responsibility for any Workers' Compensation or Employment liability claims shall lie with Manager for any and all employees of Manager, including contractual, leased or borrowed employees. E. Manager shall pay its employees in a timely manner and in accordance with all applicable federal, state and local laws and is required to advance the payroll related costs so that its employees are paid in a timely manner. These employees are not Village employees, and the Village is not responsible for any payroll withholding taxes or payroll tax reporting for any persons employed by Manager. VIII. TYPES OF ACTIVITIES, HOURS OF OPERATION AND THE NUMBER OF EVENTS AND TOURNAMENTS. A. The Village shall, in consultation with Manager, establish guidelines for and retain approval of at its sole discretion the types of activities, tournaments, and events that may be authorized on the Athletic Fields. Manager shall schedule and coordinate all activities, tournaments, and events at the Athletic Fields in accordance with these established guidelines. B. These guidelines shall provide that the Athletic Fields may be used for soccer, lacrosse, Ultimate Frisbee, flag football, and cricket. Any other uses shall be agreed upon by the Village and the Manager. C. The Village shall establish a maximum number of, and available dates for, events and tournaments that may occur on the Athletic Fields per year and/or season as set forth in EXHIBIT B. Manager shall not schedule events and tournaments for the Athletic Fields for the year and/or season beyond the number of events authorized by the Village. D. The Manager shall comply with all hours of operations for the Athletic Fields established by the Village for all scheduled events, tournaments, and uses of the Athletic Fields, as further described on EXHIBIT B. 4 IX. SECURITY. All security for events, tournaments, and other uses of the Athletic Fields shall be approved by Village, and Village may in its sole discretion require that security be provided by the Village of Oak Brook Police Department. Manager shall be responsible for reimbursing Village for all such costs at the Village's published rates. Manager shall coordinate all such necessary security for the events and activities at the Athletic Fields with the Oak Brook Police Department. X. PARKING. A. Manager shall work with the Village in establishing and implementing a parking plan for scheduled events and tournaments at the Athletic Fields to ensure adequate parking and pedestrian access for the attendees of such events and tournaments and the patrons of other surrounding facilities, including the Oak Brook Library, the Oak Brook Bath and Tennis Club, and the Oak Brook Polo Club. B. As part of this parking plan, the Manager agrees to cooperate with the Village and Pineoak Partners, LLC(d/b/a Oak Brook Polo Club and OBPC)to establish temporary marked pathways for pedestrians to get to and from designated parking areas for Polo matches, as contemplated by the Oak Brook Polo Club Use of Golf Practice Area Easements agreement, dated September 14, 2021. C. Manager shall be responsible for coordinating parking for scheduled events and tournaments at the Athletic Fields and shall implement adequate procedures and personnel to ensure that attendees park in the designated parking areas for scheduled events at the Athletic Fields. D. For scheduled tournaments and other large-scale events at the Athletic Fields, Manager shall be responsible for securing additional off-site parking sufficient to accommodate the anticipated attendees at Christ Church through an agreement between Christ Church and Manager. Manager shall be responsible for arranging for Oak Brook Police Department personnel to assist attendees crossing over 31 s, Street from Christ Church to the Athletic Fields. Manager shall be responsible for reimbursing the Village for all such costs associated with this crossing assistance at the Village's published rates. E. Manager shall comply with the parking plan established by the Village for all scheduled events and tournaments at the Athletic Fields. XI. INSURANCE REQUIREMENTS. A. Manager shall, procure and maintain for the duration of this Agreement, and for three (3)years thereafter, insurance against claims for work-related injuries to its employees, including contractual, leased or borrowed employees, which may arise from, or are in conjunction with, the performance of the work hereunder by Manager, their agents, representatives, employees or subcontractors. Manager shall provide Worker's Compensation insurance with limits as required by Illinois law and Employers' Liability limits of $1,000,000 per accident. 5 B. Manager shall also maintain,at a minimum,the following insurance coverages: i. Automobile liability for all vehicles owned, leased, hired or borrowed: $1,000,000 limit for each occurrence; and ii. General Liability Coverage - Manager shall, at its sole expense, obtain and keep in force during the term of this Agreement a policy of COMMERCIAL GENERAL LIABILITY INSURANCE, which also includes CONTRACTUAL LIABILITY, insuring the VILLAGE OF OAK BROOK, its officials,employees and agents and Manager against any liability arising out of the Manager's operation and management of the Athletic Fields under this Agreement. Such insurance shall be in the amount of not less than ONE MILLION DOLLARS ($1,000,000.00)combined single limit per occurrence for bodily, personal injury and property damages with a general aggregate of not less than THREE MILLION DOLLARS ($3,000,000.00). The limit of any such insurance shall not, however, limit the liability of the Manager hereunder. No policy shall be canceled or subject to reduction of coverage. All such policies shall be written as primary policies not contributing with and not in excess of coverage which the Village may carry. To the extent that Manager increases it coverages as specified above, the Village shall be entitled to increase the required insurance coverages to those new limits and new coverages and shall be named as an additional insured thereon. iii. Manager shall require of each license holder organization or team, using the Athletic Fields a policy of COMMERCIAL GENERAL LIABILITY INSURANCE, insuring the VILLAGE OF OAK BROOK, its officials, employees and agents and Manager against any liability arising out of their use of the Athletic Fields. Such insurance shall be in the amount of not less than ONE MILLION DOLLARS ($1,000,000.00) combined single limit per occurrence for bodily, personal injury and property damages with a general aggregate of not less than ONE MILLION DOLLARS ($1,000,000.00) and an excess/umbrella policy of not less than FIVE MILLION DOLLARS ($5,000,000.00). The limit of any such insurance shall not, however, limit the liability of the license holder, organization, or team. No policy shall be canceled or subject to reduction of coverage. All such policies shall be written as primary policies not contributing with and not in excess of coverage which the Village may carry. The Village maintains the right to adjust the insurance amounts and types of insurance coverages required under this provision from time to time and to adjust accordingly for specific organizations and/or teams that will be utilizing the Athletic Fields. C. The Village of Oak Brook and its officers, employees and agents shall be named as additional insureds on a primary and non-contributory basis with ISO form CG 20 10 or CG 20 26 and CG 20 01 on the general liability insurance and automobile insurance policies required under this Agreement. 6 D. The insurance carrier used by Manager shall have a minimum insurance rating of'A" according to the AM Best Insurance Rating Scale and shall be licensed to do business in the State of Illinois. E. To the fullest extent permitted by Illinois law, Manager agrees to defend, indemnify and hold harmless the Village, its officials, agents, employees and volunteers against all injuries, deaths, losses, damages, claims, suits, liabilities, judgments, costs and expenses, which may in anyway accrue against the Village, its agents, officials, employees and volunteers, arising in whole or in part in consequence of the performance of the work by Manager in the operation and management of the Athletic Fields provided herein, its employees, including contractual, leased or borrowed employees, or subcontractors, or which may in anyway result therefore, except that arising out of the sole gross negligence or willful acts of the Village, its officials,agents, employees and volunteers. Manager shall,at its own expense,defend and pay all attorneys' fees and costs and other expenses arising out of or incurred in conjunction with all injuries, deaths, losses, damages, claims, suits, liabilities, judgments, costs and expenses, which may in anyway accrue against the Village, its agents, officials, employees and volunteers, arising in whole or in part in consequence of the performance of the work by Manager, its employees, including contractual, leased or borrowed employees, or subcontractors, and if any judgment shall be rendered against the Village, its officials,agents, employees and volunteers, in any such action, Manager shall, at its own expense, satisfy and discharge the same. F. Manager shall furnish the Village with certificates of insurance and with copies of endorsements affecting coverage prior to commencement of the term. The certificates and endorsements for the insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The Village reserves the right to request full certified copies of the insurance policies. G. Manager shall expressly understand and agree that any insurance policies required by this Agreement, or otherwise provided by Manager, shall in no way limit the responsibility to indemnify, keep and save harmless and defend the Village, its officials, agents, employees and volunteers as herein provided. H. Manager shall also require that all individuals who participate in events occurring on the Athletic Fields sign a release of liability form in favor of the Village approved by the Village in accordance with the rules and regulations established by the Village. In addition, Manager shall require that all leagues and/or other organizations that sponsor events at the Athletic Fields sign a hold harmless and indemnification agreement approved by the Village and confirm that such entities maintain the types and amounts of insurance coverages required under the rules and regulations established by the Village. XII. TERM. A. The term of this Agreement shall be for an initial five (5)year term commencing on 1 20_ and ending the day of 20 . In the event of expiration or termination of this 7 Agreement, Manager shall cooperate during any transition period with any new management personnel of the Athletic Fields. B. This Agreement may be terminated by the Village or Manager in the event the other party becomes insolvent or makes an assignment for the benefit of its creditors, or commits any act of bankruptcy or files a voluntary petition under the provisions of the Bankruptcy Code, including, without limiting the generality of the foregoing, a petition for reorganization or arrangement, or if the other party consents to any voluntary petition or is adjudicated bankrupt. Furthermore, this Agreement may be terminated by the Village or Manager upon notice by a party of the commission of a material breach of the other party's obligations under this Agreement, which notice in writing shall specify the cause of the material breach, and the failure of the breaching party to cure such breach within thirty (30) days after such notice. Should the Village, in its sole discretion, be dissatisfied with the performance of Manager as required under this Agreement, this shall constitute a material breach, and be subject to these provisions. If this Agreement is terminated in accordance with this paragraph, all consulting and management services shall be deemed completed and all amounts due hereunder shall be paid through the termination date.Thereafter,the parties herein shall have no further obligations to each other under this Agreement. Notwithstanding any termination hereunder, the Village shall offer any groups with commitments to use the Athletic Fields under the terms of this Agreement the right of first refusal to continue to utilize those fields for the remaining term of this Agreement using the rate schedule then adopted by the Village, as may be amended from time to time. XIII. EXPENSES. The Manager shall be responsible for the payment of all expenses associated with its operation and management of the Athletic Fields from the generated revenues after deducting the required payments to the Village under this Agreement. XIV. DISTRIBUTION OF REVENUES AND MANAGER COMPENSATION. All compensation and distribution of revenues from the operation of the Athletic Fields shall be in accordance with the provisions of EXHIBIT E attached hereto and incorporated herein by reference. XV. ABILITY TO PERFORM. In the event that the Village or Manager shall default or breach in performing its respective obligations hereunder, the other party shall have the right (but not the obligation) to perform the breaching party's obligation(s) and shall be reimbursed by the breaching party for the actual cost of so performing. XVI. GENERAL PROVISIONS. A. This Agreement represents the entire understanding and agreement between the parties with respect to the subject matter hereof, and supersedes all other 8 negotiations, understandings and representations (if any) made by and between such parties. B. The provisions of this Agreement may not be amended, supplemented,waived or changed orally, but only by a writing signed by the party against whom enforcement of any such amendment, supplement, waiver or modification is sought. C. No party shall assign its rights and/or obligations hereunder without the prior written consent of the other party, which consent will not be unreasonably withheld. D. The parties hereby agree from time to time to execute and deliver such further and other transfers, assignments and documents and do all matters and things which may be convenient or necessary to more effectively and completely carry out the intentions of this Agreement. E. All of the terms and provisions of this Agreement whether so expressed or not, shall be binding upon, inure to the benefit of, and be enforceable by the parties and their respective legal representatives, successors and permitted assigns. F. All notices, requests, consent and other communications required or permitted under this Agreement shall be in writing and shall be (as elected by the person giving such notice) hand-delivered by messenger or courier service, or mailed by registered or certified mail (postage prepaid), return receipt requested to: Village of Oak Brook Attn: Village Manager Village of Oak Brook 1200 Oak Brook Road Oak Brook, IL 60523 And: Premier Athletic Management Attn: General Manager 700 Oak Brook Rd. Suite A Oak Brook, IL 60523 or to such other address as any party may designate by notice complying with the terms of this Section. G. The headings contained in this Agreement are for convenience of reference only and shall not limit or otherwise affect in any way the meaning or interpretation of this Agreement. H. If any part of this Agreement or any other agreement entered into pursuant hereto is contrary to, prohibited by, or deemed invalid under applicable law or regulation, such provision shall be-inapplicable and deemed omitted to the 9 extent so contrary, prohibited or invalid, but the remainder hereof shall not be invalidated thereby and shall be given full force and effect so far as possible. I. The failure or delay of any party at any time to require performance by another party or any provision of this Agreement, even if known, shall not affect the right of such party to require performance of that provision or to exercise any right, power or remedy hereunder, and any waiver by any party of any breach of any provision of this Agreement should not be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right, power or remedy under this Agreement. No notice to or demand on any party in any case shall, of itself, entitle such party to any other or further notice or demand in similar or other circumstances, except as otherwise herein provided. J. Nothing in this Agreement, whether express or implied, is intended to confer any right or remedies under or by reason of this Agreement on any person other than the parties hereto and their respective permitted successor and assigns, nor is anything in this Agreement intended to relieve or discharge the obligation or liability of any third person to any party to this Agreement, nor shall any provision give any third person any rights of subrogation or action over or against any party to this Agreement. K. This Agreement and all transactions contemplated by this Agreement shall be governed by and construed and enforced in accordance with laws of the State of Illinois with venue fixed in the Circuit Court of DuPage County. L. Nothing in this Agreement shall be construed to create a partnership or joint venture between the parties. M. No remedy herein conferred upon any party is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. No single or partial exercise by any party of any right, power or remedy hereunder shall preclude any other or further exercise thereof. N. Each of the parties hereby represents to the other party that it has the right, power, authority and financial ability to enter into this Agreement and to perform its obligations under this Agreement, and that it is not restricted (by contract or otherwise) from entering into and performing this Agreement. This Agreement may be executed in one or more counterparts, each of which when combined with executed counterparts the aggregate of which contain all of the required signatures, shall be deemed and have the force and effect of an original. O. In the event any court,tribunal, arbitrator or mediator is called upon to construe any portion of this Agreement, no presumption shall arise in favor of or against any party hereto, and this Agreement shall be considered to have been drafted by all parties hereto. 10 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in counterparts on the date first written above by their duly authorized representatives. VILLAGE OF OAK BROOK [MANAGER] By: By: Village President Its: President - Premier Athletic Management ATTEST: By : gq�- Village Clerk 11 EXHIBIT A (Map of Athletic Fields) 12 .. OAK BROOK pbri To be available be Innen 2023 9 9 ti I 'BATH NO TENNIS��CLUB 4 ' � P ' Proposed '• '' Proposed x t ' a'r SOCCER BUILDING �P • �'� ,� r•'4�,ayt^ •, .,, 3 y0. � ^ 1}4�;. �.. �- , " R■s. y r Field G' �< .� �( 11•v11 X., Fiell d J molt ALL 1_4 { m*t Field H F1eVd7F 9 Vd9 f ^.: Field B < Field Ce r OF B R x Co 11 v 11 , .: .^ • PUBLI• Feld D h ` { a LIBRA 11 v 1t l f R Field A 9v9 r Village of Oak Brook Soccer / Athletic Fields -�m °���' � � �-��� ��""� GIs 'e Date 1/18/2022 A EXHIBIT B (Calendar of Events/Hours of Operation) Manager will operate the Athletic Fields in accordance with rules and regulations established by the Village, including reasonable hours of operation as highlighted below in this EXHIBIT B. These guidelines may be modified from time to time over the course of the contractual agreement by mutual consent of both parties. - Hours of operation at the facility will consist of four different tiers. A. In-Season Weekdays (August 1 — November 20, April 1 —June 20) B. In-Season Weekends (August 1 — November 20, April 1 —June 20) C. Off-Season Winter (November 21t— March 31) D. Off-Season Summer (June 21 —July 31) - In Season Weekdays — Field operations will be permitted from Sunrise to Sunset. If temporary or permanent lighting is permitted by the Village, these hours of operation will extend until no later than 9:30pm. - In Season Weekends — Field operations will be permitted from Sunrise to Sunset. If temporary or permanent lighting is permitted these hours of operation will extend until no later than 9:30pm. - Off-Season Winter — Field operations for rental groups and anchor users shall cease during this term, unless: A. Given prior approval from the Oak Brook Village Manager or B. Installation of artificial turf be approved, and in such case, adjusted hours of operation will be approved by both parties. - Off-Season Summer — Field operations will be permitted from Sunrise to Sunset. If temporary or permanent lighting is permitted by the Village, these hours of operation will extend until no later than 9:30pm. The parties agree and establish that the maximum number of events and tournaments in a calendar year will not exceed five (5) without prior written approval given by Village Manager. A tournament or event is understood to be any scheduled activity where Manager contracts or rents facility usage out to an entity for more than one day. Events will take place at no more than two (2) per month, and never on consecutive weekends. Events shall be scheduled in coordination and with approval by the Oak Brook Village Manager so as not to unduly conflict with other functions at Village properties. Parking and traffic concerns will be considered in making such scheduling decisions. 13 EXHIBIT C (Maintenance Obligations and Specifications) Manager shall pay the Village for field maintenance services provided by the Village in the amounts specified hereunder: 2022 $70,000 2023 $71,000 2024 $72,000 - 2025 $73,000 2026 $74,000 The maintenance functions may be modified from time to time by mutual agreement of the parties, and shall consist initially of the following: - The Village of Oak Brook shall be responsible for all daily and seasonal maintenance of the Sports Core Athletic Fields. This includes, but is not limited to: - Weekly Cutting - Seeding - Fertilization - Aeration - Lining of Field - Irrigation - The Village agrees to consult with Manager prior to the start of each season (July 1 I and March 1s') as to the schedule of maintenance and what it entails. - Manager agrees to submit in writing to the Village any request for additional maintenance items that can come up from time to time based on normal wear and tear of the fields. Examples include, but are not limited to: - Re-sodding of damaged areas - Post event field maintenance based on field evaluation - Emergency response to issues such as broken pipelines, vandalism. - The Village shall be entitled to additional reimbursement for damages and excessive wear and tear to the Athletic Fields, not including normal wear and tear, beyond the payment enumerated above. - Manager shall provide portable toilet facilities for the Athletic Fields, with sufficient servicing frequency to maintain them in sanitary and operable condition. 14 - Village shall provide a trash dumpster within the Sports Core facility, with reasonable proximity to the Athletic Fields, and Manager shall collect all trash from the existing receptacles and place it in the Village trash dumpster for disposal. The Village shall make a golf cart available to the On-Site Manager to assist in the daily oversight of operations. Manager shall be responsible for carrying insurance coverage on said vehicle. 15 EXHIBIT D (Schedule of Rental Charges) Manager, in keeping with the practice of transparency in operations, will publish rental fees for user groups at the start of each calendar year. These fees can and will be revisited from time to time, with the consultation of the Village. 2022 Season Proposed Rental Rates 5v5 field -$35 / hour 7v7 field -$50 / hour 9v9 field -$65 / hour 11 v11 field -$75 / hour These rates are in line with current rates for the 2021 playing season.To account for improvement of field conditions and greater maintenance costs going forward, Manager will propose a 20-25% increase in field rates for the 2023 playing season and further propose annual adjustments thereafter. The final field rates for each successive season shall be subject to final approval by the Village. 16 EXHIBIT E (Distribution of Revenues and Manager Compensation) The Village shall receive from Manager in the first year of this contract a payout of $94,000 in guaranteed revenues from Manager for the fiscal year under management. Such amount shall be increased to $100,000 for each year thereafter. In addition, Manager shall pay Village for maintenance costs as described in EXHIBIT C. Schedule of payments shall be as follows for year one (1) of Operating Agreement: - April 1st 2022 - $50,000 upfront payment - May 15th 2022 — December 15th 2022 - $14,250 monthly payment to cover distribution of revenue and expected maintenance fees. Schedule of payments in year two (2) and subsequent years of contractual agreement: - April 1511 — December 15th — monthly payments in the amount of one-ninth of the total amount of guaranteed revenues and maintenance costs due in each respective year. - If and when Manager realizes gross revenues in excess of$300,000 during any fiscal year ("Base Amount'), Manager shall pay 75% of such excess amount of gross revenues over the Base Amount to the Village thirty (30) days following the calendar month of receipt of such excess gross revenues. The fiscal year under the Agreement shall be a calendar year beginning January 1 through December 31. 17