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R-1431 - 01/27/2015 - CONTRACTS - Resolutions RESOLUTION 2015-PO-AG-R-1431 A RESOLUTION APPROVING AND AUTHORIZING THE AWARD OF A CONTRACT TO RAVENSWOOD EVENT SERVICES FOR THE PROVISION OF EVENT MANAGEMENT SERVICES FOR THE 2015 POLO SEASON WHEREAS, the Village desires to retain an event management company to provide the Village event management services for the 2015 Polo Season ("Services"); and WHEREAS, the Village issued a request for proposals to provide the Village with the Services ("RFP"); and WHEREAS, the Village posted the RFP online and sent the RFP to various local firms that provide event management services; and WHEREAS, Ravenswood Event Services of Chicago, Illinois ("Ravenswood") was the only company that submitted a proposal in response to the RFP; and WHEREAS, the Village has determined that Ravenswood is the most qualified and lowest responsive and responsible proposer to provide the Services; and WHEREAS, the Village desires to enter into an agreement with Ravenswood for Ravenswood to provide the Services, which agreement is attached to this Resolution as Exhibit A ("Agreement"); and WHEREAS, the President and Board of Trustees have determined that it is in the best interests of the Village to enter into the Agreement with Ravenswood; NOW THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF OAK BROOK, DU PAGE AND COOK COUNTIES, ILLINOIS as follows: Section 1: Recitals. The foregoing recitals are hereby incorporated into, and made a part of, this Resolution as the findings of the President and Board of Trustees of the Village of Oak Brook. Section 2: Approval of Agreement. The President and Board of Trustees hereby approve the Agreement with Ravenswood in substantially the same form as attached as Exhibit A. Section 3: Authorization and Execution of Agreements. The Village President and Village Clerk shall be, and hereby are, authorized to execute the Agreement between the Village and Ravenswood after receipt of the final Agreement fully executed by Ravenswood. Section 4: Effective Date. This Resolution shall be in full force and effect upon passage and approval in the manner provided by law. [SIGNATURE PAGE FOLLOWS] APPROVED THIS 27th day of January, 2015 /P Gopal G. Lalmalani Village President PASSED THIS 27th day of January, 2015 Ayes: Trustees Adler, Manzo, Moy, Wolin, Yusuf Nays: None Absent: Trustee Baar ATTEST: Charlotte K. Pruss Village Clerk 3 � w EXHIBIT A #34491813_v1 VILLAGE OF OAK BROOK PROFESSIONAL SERVICES AGREEMENT This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is dated as of the&h day of -,,h�`t�ar/ , 2015, and is by and between the VILLAGE OF OAK BROOK, an Illinois municipal corporation ("Village"), and the Consultant identified in Section 1.A of this Agreement. IN CONSIDERATION OF the recitals and the mutual covenants and agreements set forth in this Agreement, and pursuant to the Village's statutory and home rule powers, the parties agree as follows: SECTION 1. CONSULTANT. A. Engagement of Consultant. The Village desires to engage the Consultant identified below to perform and to provide all necessary professional consulting services to perform the work in connection with the project identified below: Consultant Name ("Consultant"): Ravenswood Event Services Address: 1100 W. Cermak Rd., Unit B411, Chicago, Illinois 60608 Telephone No.: 312-633-2600 Email: ralph @ravenswoodevents.com Project Name/Description: 2015 Polo Series Event Management Services Agreement Amount: $59,400.00. B. Project Description. Consultant is to provide event management services to the Village for the Village's 2015 Polo Series, as more fully described in the Request for Proposal attached to this Agrpement as Exhibit A ("RFP"), the proposal attached to this Agreement as Exhibit B ("Proposal"), and the Rider. C. Representations of Consultant. The Consultant represents that it is financially solvent, has the necessary financial resources, and is sufficiently experienced and competent to perform and complete the consulting services that are set forth in the RFP, Proposal, and Rider ("Services") in a manner consistent with the standards of professional practice by recognized consulting firms providing services of a similar nature. SECTION 2. SCOPE OF SERVICES. A. Retention of the Consultant. The Village retains the Consultant to perform, and the Consultant agrees to perform, the Services. B. Services. The Consultant shall provide the Services pursuant to the terms and conditions of this Agreement, the RFP, the Proposal, and the Rider. Commencement; Term. The Consultant shall commence the Services immediately upon receipt of written notice from the Village that this Agreement has been fully executed by the Parties ("Commencement Date"). The Consultant shall diligently and continuously prosecute the Services until the completion of the Services or upon termination of this Agreement by the Village, but in no event later than the date that is 30 days after the end of the Village's 2015 Polo Series, as defined in the RFP ("Time of Performance"). At the Village's option, the Village may renew this Agreement for the Village's 2016 Polo Series upon the same terms and conditions as are set forth in this Agreement by sending Consultant notice in writing no later than January 31, 2016. C. Reporting. The Consultant shall regularly report to the Village Manager, or his designee, regarding the progress of the Services during the term of this Agreement. SECTION 3. COMPENSATION AND METHOD OF PAYMENT. A. Agreement Amount. The total amount paid by the Village for the Services pursuant to this Agreement shall not exceed the amount identified as the Agreement Amount in Section 1.A of this Agreement and the amounts set forth in the Rider. No claim for additional compensation shall be valid unless made in accordance with Sections 3.D or 3.E of this Agreement. B. Invoices and Payment. The Village shall pay Consultant 40 percent of the Agreement Amount set forth in Section 1.A of this Agreement by March 1, 2015. The Village shall pay Consultant 30 percent of the Agreement Amount set forth in Section 1.A of this Agreement by July 1, 2015. Upon the completion of the last Polo Match of the 2015 Polo Series, Consultant shall submit a final invoice to the Village for the remaining 30 percent of the Agreement Amount set forth in Section 1.A of this Agreement and any other amounts that the Village may owe to Consultant pursuant to the terms of this Agreement and the Rider, which the Village shall pay within 60 days after receiving such invoice. C. Records. The Consultant shall maintain records showing actual time devoted and costs incurred, and shall permit the Village to inspect and audit all data and records of the Consultant for work done pursuant to this Agreement. The records shall be made available to the Village at reasonable times during the term of this Agreement, and for one year after the termination of this Agreement. 2 #34483624_v1 D. Claim In Addition To Agreement Amount. 1. The Consultant shall provide written notice to the Village of Oak Brook any claim for additional compensation as a result of action taken by the Village, within 15 days after the occurrence of such action. 2. The Consultant acknowledges and agrees that: (a) the provision of written notice pursuant to Section 3.D.1 of this Agreement shall not be deemed or interpreted as entitling the Consultant to any additional compensation; and (b) any changes in the Agreement Amount shall be valid only upon written amendment pursuant to Section 8.A of this Agreement. 3. Regardless of the decision of the Village relative to a claim submitted by the Consultant, the Consultant shall proceed with all of the work required to complete the Services under this Agreement, as determined by the Village, without interruption. E. Additional Services. The Consultant acknowledges and agrees that the Village shall not be liable for any costs incurred by the Consultant in connection with any services provided by the Consultant that are outside the scope of this Agreement ("Additional Services"), regardless of whether such Additional Services are requested or directed by the Village, except upon the prior written consent of the Village. F. Taxes, Benefits, and Royalties. Each payment by the Village to the Consultant includes all applicable federal, state, and Village taxes of every kind and nature applicable to the Services, as well as all taxes, contributions, and premiums for unemployment insurance, old age or retirement benefits, pensions, annuities, or similar benefits, and all costs, royalties, and fees arising from the use on, or the incorporation into, the Services, of patented or copyrighted equipment, materials, supplies, tools, appliances, devices, processes, or inventions. All claims or rights to claim additional compensation by reason of the payment of any such tax, contribution, premium, cost, royalty, or fee are hereby waived and released by the Consultant. G. Final Acceptance. The Services, or, if the Services are to be performed in separate phases, each phase of the Services, shall be considered complete on the date of final written acceptance by the Village of Oak Brook the Services or each phase of the Services, as the case may be, which acceptance shall not be unreasonably withheld or delayed. SECTION 4. PERSONNEL; SUBCONTRACTORS. A. Key Project Personnel. The Key Project Personnel identified in the Proposal shall be primarily responsible for carrying out the Services on behalf of the Consultant. The Key Project Personnel shall not be changed without the Village's prior written approval. B. Availability of Personnel. The Consultant shall provide all personnel necessary to complete the Services including, without limitation, any Key Project 3 #34483624_vi Personnel identified in this Agreement. The Consultant shall notify the Village as soon as practicable prior to terminating the employment of, reassigning, or receiving notice of the resignation of, any Key Project Personnel. The Consultant shall have no claim for damages and shall not bill the Village for additional time and materials charges as the result of any portion of the Services which must be duplicated or redone due to such termination or for any delay or extension of the Time of Performance as a result of any such termination, reassignment, or resignation. C. Approval and Use of Subcontractors. The Consultant shall perform the Services with its own personnel and under the management, supervision, and control of its own organization unless otherwise approved in advance by the Village in writing. All subcontractors and subcontracts used by the Consultant shall be acceptable to, and approved in advance by, the Village. The Village's approval of any subcontractor or subcontract shall not relieve the Consultant of full responsibility and liability for the provision, performance, and completion of the Services as required by this Agreement. All Services performed under any subcontract shall be subject to all of the provisions of this Agreement in the same manner as if performed by employees of the Consultant. For purposes of this Agreement, the term "Consultant" shall be deemed also to refer to all subcontractors of the Consultant, and every subcontract shall include a provision binding the subcontractor to all provisions of this Agreement. D. Removal of Personnel and Subcontractors. If any personnel or subcontractor fails to perform the Services in a manner satisfactory to the Village and consistent with commonly accepted professional practices, the Consultant shall immediately upon notice from the Village remove and replace such personnel or subcontractor. The Consultant shall have no claim for damages, for compensation in excess of the amount contained in this Agreement, or for a delay or extension of the Time of Performance as a result of any such removal or replacement. SECTION 5. CONFIDENTIAL INFORMATION. A. Confidential Information. The term "Confidential Information"shall mean information in the possession or under the control of the Village relating to the technical, business, or corporate affairs of the Village; Village property; user information, including, without limitation, any information pertaining to usage of the Village's computer system, including and without limitation, any information obtained from server logs or other records of electronic or machine readable form; and the existence of, and terms and conditions of, this Agreement. Village Confidential Information shall not include information that can be demonstrated: (1) to have been rightfully in the possession of the Consultant from a source other than the Village prior to the time of disclosure of such information to the Consultant pursuant to this Agreement ("Time of Disclosure"); (2) to have been in the public domain prior to the Time of Disclosure; (3) to have become part of the public domain after the Time of Disclosure by a publication or by any other means except an unauthorized act or omission or breach of this Agreement on the part of the Consultant or the Village; or (4) to have been supplied to the Consultant after the Time of Disclosure without restriction by a third party who is under no obligation to the Village to maintain such information in confidence. 4 #34483624_vl B. No Disclosure of Confidential Information by the Consultant. The Consultant acknowledges that it shall, in performing the Services for the Village under this Agreement, have access, or be directly or indirectly exposed, to Confidential Information. The Consultant shall hold confidential all Confidential Information and shall not disclose or use such Confidential Information without the express prior written consent of the Village. The Consultant shall use reasonable measures at least as strict as those the Consultant uses to protect its own confidential information. Such measures shall include, without limitation, requiring employees and subcontractors of the Consultant to execute a non-disclosure agreement before obtaining access to Confidential Information. SECTION 6. STANDARD OF SERVICES AND INDEMNIFICATION. A. Representation and Certification of Services. The Consultant represents and certifies that the Services shall be performed in accordance with the standards of professional practice, care, and diligence practiced by recognized consulting firms in performing services of a similar nature in existence at the Time of Performance. The representations and certifications expressed shall be in addition to any other representations and certifications expressed in this Agreement, or expressed or implied by law, which are hereby reserved unto the Village. B. Indemnification. The Consultant shall, and does hereby agree to, indemnify, save harmless, and defend the Village against all damages, liability, claims, losses, and expenses (including attorneys' fees) that may arise, or be alleged to have arisen, out of or in connection with the Consultant's performance of, or failure to perform, the Services or any part thereof, or any failure to meet the representations and certifications set forth in Section 6.A of this Agreement. C. Insurance. Consultant acknowledges and agrees that Consultant shall provide certificates of insurance evidencing the minimum insurance coverages and limits set forth in Exhibit D attached to this Agreement within 10 days following the Village's acceptance of this Agreement. Such policies shall be in form, and from companies, acceptable to the Village. The insurance coverages and limits set forth Exhibit D shall be deemed to be minimum coverages and limits and shall not be construed in any way as a limitation on Consultant's duty to carry adequate insurance or on Contractor's liability for losses or damages under this Contract. The minimum insurance coverages and limits that shall be maintained at all times while providing, performing, or completing the Services. D. No Personal Liability. No elected or appointed official or employee of the Village shall be personally liable, in law or in contract, to the Consultant as the result of the execution of this Agreement. SECTION 7. CONSULTANT AGREEMENT GENERAL PROVISIONS. A. Relationship of the Parties. The Consultant shall act as an independent contractor in providing and performing the Services. Nothing in, nor done pursuant to, 5 #34483624_v1 this Agreement shall be construed: (1) to create the relationship of principal and agent, employer and employee, partners, or joint venturers between the Village and Consultant; or (2) to create any relationship between the Village and any subcontractor of the Consultant. B. Conflict of Interest. The Consultant represents and certifies that, to the best of its knowledge: (1) no elected or appointed Village official, employee or agent has a personal financial interest in the business of the Consultant or in this Agreement, or has personally received payment or other consideration for this Agreement; (2) as of the date of this Agreement, neither Consultant nor any person employed or associated with Consultant has any interest that would conflict in any manner or degree with the performance of the obligations under this Agreement; and (3) neither Consultant nor any person employed by or associated with Consultant shall at any time during the term of this Agreement obtain or acquire any interest that would conflict in any manner or degree with the performance of the obligations under this Agreement. C. No Collusion. The Consultant represents and certifies that the Consultant is not barred from contracting with a unit of state or local government as a result of: (1) a delinquency in the payment of any tax administered by the Illinois Department of Revenue, unless the Consultant is contesting, in accordance with the procedures established by the appropriate revenue act, its liability for the tax or the amount of the tax, as set forth in Section 11-42.1-1 et seq. of the Illinois Municipal Code, 65 ILCS 5/11-42.1-1 et seq.; or (2) a violation of either Section 33E-3 or Section 33E-4 of Article 33E of the Criminal Code of 1961, 720 ILCS 5/33E-1 et seq. The Consultant represents that the only persons, firms, or corporations interested in this Agreement as principals are those disclosed to the Village prior to the execution of this Agreement, and that this Agreement is made without collusion with any other person, firm, or corporation. If at any time it shall be found that the Consultant has, in procuring this Agreement, colluded with any other person, firm, or corporation, then the Consultant shall be liable to the Village for all loss or damage that the Village may suffer, and this Agreement shall, at the Village's option, be null and void. D. Termination. Notwithstanding any other provision hereof, the Village may terminate this Agreement at any time upon 15 days written notice to the Consultant. In the event that this Agreement is so terminated, the Consultant shall be paid for Services actually performed and reimbursable expenses actually incurred, if any, prior to termination, not exceeding the value of the Services completed, which shall be determined on the basis of the rates set forth in the Proposal. E. Compliance With Laws and Grants. 1. Compliance with Laws. The Consultant shall give all notices, pay all fees, and take all other action that may be necessary to ensure that the Services are provided, performed, and completed in accordance with all required governmental permits, licenses, or other approvals and authorizations that may be required in connection with providing, performing, and completing the Services, and with all applicable statutes, ordinances, rules, and regulations, including, without limitation: any 6 #34483624_v1 applicable prevailing wage laws; the Fair Labor Standards Act; any statutes regarding qualification to do business; any statutes requiring preference to laborers of specified classes; 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. The Consultant shall also comply with all conditions of any federal, state, or local grant received by the Village or the Consultant with respect to this Agreement or the Services. Further, the Consultant shall have a written sexual harassment policy in compliance with Section 2-105 of the Illinois Human Rights Act. 2. Liability for Noncompliance. The Consultant 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, or be alleged to have arisen, out of or in connection with the Consultant's, or any of its subcontractors, performance of, or failure to perform, the Services or any part thereof. 3. Required Provisions. Every provision of law required by law to be inserted into this Agreement shall be deemed to be inserted herein. F. Default. If it should appear at any time that the Consultant has failed or refused to prosecute, or has delayed in the prosecution of, the Services with diligence at a rate that assures completion of the Services in full compliance with the requirements of this Agreement, or has otherwise failed, refused, or delayed to perform or satisfy the Services or any other requirement of this Agreement ("Event of Default"), and fails to cure any such Event of Default within ten business days after the Consultant's receipt of written notice of such Event of Default from the Village, then the Village shall have the right, without prejudice to any other remedies provided by law or equity, to pursue any one or more of the following remedies: 1. Cure by Consultant. The Village may require the Consultant, within a reasonable time, to complete or correct all or any part of the Services that are the subject of the Event of Default; and to take any or all other action necessary to bring the Consultant and the Services into compliance with this Agreement. 2. Termination of Agreement by Village. The Village may terminate this Agreement without liability for further payment of amounts due or to become due under this Agreement after the effective date of termination. 3. Withholding of Payment by Village. The Village may withhold from any payment, whether or not previously approved, or may recover from the Consultant, any and all costs, including attorneys' fees and administrative expenses, incurred by the Village as the result of any Event of Default by the Consultant or as a result of actions taken by the Village in response to any Event of Default by the Consultant. G. No Additional Obligation. The Parties acknowledge and agree that the Village is under no obligation under this Agreement or otherwise to negotiate or enter 7 #34483624_v1 into any other or additional contracts or agreements with the Consultant or with any vendor solicited or recommended by the Consultant. H. Village Authority. Notwithstanding any provision of this Agreement, any negotiations or agreements with, or representations by the Consultant to, vendors shall be subject to the approval of the Village. For purposes of this Section 7.H, "vendors" shall mean entities engaged in subcontracts for the provision of additional services directly to the Village. The Village shall not be liable to any vendor or third party for any agreements made by the Consultant without the knowledge and approval of the Village. I. Mutual Cooperation. The Village agrees to cooperate with the Consultant in the performance of the Services, including meeting with the Consultant and providing the Consultant with such non-confidential information that the Village may have that may be relevant and helpful to the Consultant's performance of the Services. The Consultant agrees to cooperate with the Village in the performance and completion of the Services and with any other consultants engaged by the Village. J. News Releases. The Consultant shall not issue any news releases, advertisements, or other public statements regarding the Services without the prior written consent of the Village Manager. K. Ownership. Designs, drawings, plans, specifications, photos, reports, information, observations, calculations, notes, and any other documents, data, or information, in any form, prepared, collected, or received from the Village by the Consultant in connection with any or all of the Services to be performed under this Agreement ("Documents") shall be and remain the exclusive property of the Village. At the Village's request, or upon termination of this Agreement, the Consultant shall cause the Documents to be promptly delivered to the Village. L. GIS Data. The Village has developed digital map information through Geographic Information Systems Technology ("GIS Data") concerning the real property located within the Village. If requested to do so by the Consultant, the Village agrees to supply the Consultant with a digital copy of the GIS Data, subject to the following conditions: 1. Limited Access to GIS Data. The GIS Data provided by the Village shall be limited to the scope of the Services that the Consultant is to provide for the Village; 2. Purpose of GIS Data. The Consultant shall limit its use of the GIS Data to its intended purpose of furtherance of the Services; and 3. Agreement with Respect to GIS Data. The Consultant does hereby acknowledge and agree that: a. Trade Secrets of the Village. The GIS Data constitutes proprietary materials and trade secrets of the Village, and shall remain the property of the Village; 8 #34483624_x1 b. Consent of Village Required. The Consultant will not provide or make available the GIS Data in any form to anyone without the prior written consent of the Village Manager; c. Supply to Village. At the request of the Village, the Consultant shall supply the Village with any and all information that may have been developed by the Consultant based on the GIS Data; d. No Guarantee of Accuracy. The Village makes no guarantee as to the accuracy, completeness, or suitability of the GIS Data in regard to the Consultant's intended use thereof; and e. Discontinuation of Use. At such time as the Services have been completed to the satisfaction of the Village, the Consultant shall cease its use of the GIS Data for any purpose whatsoever, and remove the GIS Data from all of the Consultant's databases, files, and records; and, upon request, an authorized representative of the Village shall be afforded sufficient access to the Consultant's premises and data processing equipment to verify compliance by the Consultant with this Section 7.L.3.e. SECTION 8. GENERAL PROVISIONS. A. Amendment. No amendment or modification to this Agreement shall be effective until it is reduced to writing and approved and executed by the Village and the Consultant in accordance with all applicable statutory procedures. B. Assignment. This Agreement may not be assigned by the Village or by the Consultant without the prior written consent of the other party. C. Binding Effect. The terms of this Agreement shall bind and inure to the benefit of the Village, the Consultant, and their agents, successors, and assigns. D. Notice. All notices required or permitted to be given under this Agreement shall be in writing and shall be delivered (1) personally, (2) by a reputable overnight courier, or by (3) by certified mail, return receipt requested, and deposited in the U.S. Mail, postage prepaid. Unless otherwise expressly provided in this Agreement, notices shall be deemed received upon the earlier of: (a) actual receipt; (b) one business day after deposit with an overnight courier, as evidenced by a receipt of deposit; or (c) four business days following deposit in the U.S. mail, as evidenced by a return receipt. By notice complying with the requirements of this Section 8.D, each party shall have the right to change the address or the addressee, or both, for all future notices and communications to the other party, but no notice of a change of addressee or address shall be effective until actually received. Notices and communications to the Village shall be addressed to, and delivered at, the following address: Village of Oak Brook 1200 Oak Brook Road 9 #34483624_vi Oak Brook, Illinois 60523 Attention: Village Manager With a copy to: Holland & Knight LLP 131 S. Dearborn, 30th Floor Chicago, Illinois 60603 Attention: Peter M. Friedman Notices and communications to the Consultant shall be addressed to, and delivered at, the following address: Ravenswood Event Services 1100 W. Cermak Rd., Unit B411 Chicago, Illinois 60608 Attention: Ralph Conception E. Third Party Beneficiary. No claim as a third party beneficiary under this Agreement by any person, firm, or corporation shall be made or be valid against the Village. F. Provisions Severable. If any term, covenant, condition, or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions shall remain in full force and effect and shall in no way be affected, impaired, or invalidated. G. Time. Time is of the essence in the performance of all terms and provisions of this Agreement. H. Calendar Days and Time. Unless otherwise provided in this Agreement, any reference in this Agreement to "day" or "days" shall mean calendar days and not business days. If the date for giving of any notice required to be given, or the performance of any obligation, under this Agreement falls on a Saturday, Sunday, or federal holiday, then the notice or obligation may be given or performed on the next business day after that Saturday, Sunday, or federal holiday. I. Governing Laws. This Agreement shall be governed by, construed and enforced in accordance with the internal laws, but not the conflicts of laws rules, of the State of Illinois; venue for any action related to this Agreement will be in the Circuit Court of DuPage County, Illinois. 10 #34483624_v1 J. Authority to Execute. 1. The Village. The Village hereby warrants and represents to the Consultant that the persons executing this Agreement on its behalf have been properly authorized to do so by its corporate authorities. 2. The Consultant. The Consultant hereby warrants and represents to the Village that the persons executing this Agreement on its behalf have the full and complete right, power, and authority to enter into this Agreement and to agree to the terms, provisions, and conditions set forth in this Agreement and that all legal actions needed to authorize the execution, delivery, and performance of this Agreement have been taken. K. Entire Agreement. This Agreement constitutes the entire agreement between the parties to this Agreement and supersedes all prior agreements and negotiations between the parties, whether written or oral, relating to the subject matter of this Agreement. L. Waiver. Neither the Village nor the Consultant shall be under any obligation to exercise any of the rights granted to them in this Agreement except as it shall determine to be in its best interest from time to time. The failure of the Village or the Consultant to exercise at any time any such rights shall not be deemed or construed as a waiver of that right, nor shall the failure void or affect the Village's or the Consultant's right to enforce such rights or any other rights. M. Consents. Unless otherwise provided in this Agreement, whenever the consent, permission, authorization, approval, acknowledgement, or similar indication of assent of any party to this Agreement, or of any duly authorized officer, employee, agent, or representative of any party to this Agreement, is required in this Agreement, the consent, permission, authorization, approval, acknowledgement, or similar indication of assent shall be in writing. N. Grammatical Usage and Construction. In construing this Agreement, pronouns include all genders and the plural includes the singular and vice versa. 0. Interpretation. This Agreement shall be construed without regard to the identity of the party who drafted the various provisions of this Agreement. Moreover, each and every provision of this Agreement shall be construed as though all parties to this Agreement participated equally in the drafting of this Agreement. As a result of the foregoing, any rule or construction that a document is to be construed against the drafting party shall not be applicable to this Agreement. P. Headings. The headings, titles, and captions in this Agreement have been inserted only for convenience and in no way define, limit, extend, or describe the scope or intent of this Agreement. Q. Exhibits. Exhibits A through D attached to this Agreement are, by this reference, incorporated in and made a part of this Agreement. In the event of a conflict 11 #34483624_v1 between Exhibit A, B, or D and text of this Agreement, the text of this Agreement shall control. In the Event of a conflict between Exhibit C and the text of this Agreement or Exhibits A, B, or D, the text of Exhibit D shall control. In the event of a conflict between Exhibit A and Exhibit B, Exhibit A shall control. R. Rights Cumulative. Unless expressly provided to the contrary in this Agreement, each and every one of the rights, remedies, and benefits provided by this Agreement shall be cumulative and shall not be exclusive of any other rights, remedies, and benefits allowed by law. IN WITNESS WHEREOF, the Parties have executed this Agreement this day of , 2015. ATTEST: VILLA E OF OAK BROOK /. 1.1 , / ,�' � � By: By. Village Clerk illage President ATTEST: RAVENSWOOD NT SERVICES By: V By: Title: no l /4q-^A Its: 19/4:0 T 12 #34483624_v1 EXHIBIT A RFP 13 #34483624_v1 VILLAGE OF OAK BROOK REQUEST FOR PROPOSAL 2015 Polo Series Event Management Services December 16, 2014 Please mail all responses to: Rania Serences Senior Purchasing Assistant Village of Oak Brook 1200 Oak Brook Road Oak Brook, IL 60523 This Request for Proposals ("RFP") has been prepared by the Village of Oak Brook in order to retain the services of a qualified firm to provide event management services for the Village's 2015 Polo Series ("Services"). For the purpose of this RFP and the anticipated Agreement, "Village" means the Village of Oak Brook and the selected Proposer that is awarded the Agreement is the "Proposer." The selected Proposer will be invited to enter into an agreement with the Village, in a form to be provided by the Village ("Agreement"), to provide the Services in accordance with the Project Scope section of this RFP. The Village Board has the ultimate authority to approve any proposal and to authorize execution of the negotiated Agreement. SECTION I: PROJECT BACKGROUND Polo has been played for more than 80 years at the historic Oak Brook Polo Grounds. Since its inception in 1922, during the "golden age" of polo, world-class teams have come every summer to play on the immaculately groomed fields of the Oak Brook Polo Grounds. Founded by Paul Butler, patriarch of the Village, the original Oak Brook Polo Club became the largest polo facility in the country by 1953. The U.S. Open (Polo), the premier polo tournament in the country, was played in Oak Brook for 25 years, from 1954 to 1978, the longest it was ever played in a single location. Oak Brook was considered to be one of the top summer polo clubs in America, and was well-known throughout the world. It is the Village's Polo Committee's goal to restore Oak Brook's location and Club to its former level of prestige. The Village's 2015 Polo Series is scheduled for six days of polo in accordance with the following schedule (the schedule is subject to change): July 12, 2015 July 19, 2015 July 26, 2015 August 2, 2015 *Rain Date August 9, 2015 August 16, 2015 August 23, 2015 September 13, 2015 *Rain Date Each event date will include two matches, the first starting at 1 pm and the second at 3:30 pm. Approximately 500 to 750 guests should be expected at each match. Attendees will be from three categories of patrons: general admission patrons, VIP patrons, and sponsor invitees. General admission seating is provided in grandstands and all other attendees have access to tented tables and chairs. Food and beverage is made available for all attendees, with additional food and beverage options provided to VIP patrons and sponsor invitees. The Village's Polo Series is organized by the Village's Polo Committee ("Committee") with the assistance of Village staff. Page 1 In 2014, the Village managed its Polo Series with limited assistance of an event management firm. The Village now desires to retain an event management firm to provide Services for the 2015 Polo Series. In addition, if the Village is satisfied with the Services of the selected Proposer, the Village would like the option to renew the Agreement for the 2016 Polo Series. SECTION II: PROJECT SCOPE The Village is seeking proposals from qualified Proposers to provide the Village event management services for the 2015 Polo Series. Services shall include, without limitation, the following: A. Provision of General Operations Management. The success of the 2015 Polo Series will be measured, in part, by the satisfaction of the Village's many partners and sponsors of the Polo Series. The Proposer should expect to attend approximately 30 meetings with Village staff, the Committee, and the Village's charity partners, sponsors, suppliers, and private party clients. These meetings will allow the Proposer to create a site plan, maps, group sales strategies, and schedules for load- in and event days. The Proposer shall assist the Village in selecting and procuring vendors to provide catering services, tents, grandstands, tables, chairs, linens, flowers, portable restrooms, and other necessary services and equipment for a successful Polo Series (collectively, "Vendors"). The Proposer assistance must be in accordance with the Village's budgetary and purchasing parameters. In addition, the Proposer shall coordinate operations and logistics with the Vendors. The Proposer shall supervise and coordinate setup, installation and dismantling of the event site, including, without limitation, the installation and dismantling of the tents, fencing, signage, electrical distribution, grandstands, chairs, tables, and the food and beverages. The Proposer will also be responsible for procuring and supervising a clean-up crew that will return the site to a pre-event state. The Proposer shall provide the staffing necessary to coordinate Sponsor fulfillment and private party coordination. The Proposer also must provide crowd control. However, the Proposer is not responsible for security, which will be provided by the Village. B. Cash Management and Ticketing. The Proposer shall provide ticket sales services for the Village. The sales services shall include, without limitation, administering internet sales and selling tickets on match days at the Village's polo grounds. In addition, the Proposer shall procure and provide a pre- printed ticket stock to the Village for the Village to sell at its outlet locations (Oak Brook Public Library, Golf Pro Shop, and Butler Government Center). The Proposer shall charge the Village a flat rate for selling tickets and will not be entitled to any revenue from the sale of tickets. In addition to selling admission tickets, the Proposer shall work with the Village's caterer to sell food and beverage tickets and wristbands. Page 2 To administer the Village's revenue from the Proposer's sale of admission and food and beverage tickets, the Proposer will establish an escrow account and any necessary merchant account, in which it will be required to deposit all revenue it collects on behalf of the Village. The Proposer must also create a cash management and control plan and supervise its implementation to insure that all cash collected on match days is properly handled and accounted for. The Proposer must provide the Village with reports, receipts and statements detailing income and expenditures on a monthly basis during the term of the Agreement. The Proposer must also provide reports to the Village for each match day detailing attendance, food and beverage sales, individual ticket sales, and group sales. The Proposer is responsible for administering any IT services necessary for scanning and selling admission tickets and food and beverage sales at the event site. C. Website and Social Media Marketing. The Proposer shall provide the Village with a professional online and social media presence. This shall include, but not be limited to, providing a customized, fully featured Oak Brook Polo website that highlights general information about the Polo Series; providing information about the Polo Series' sponsors and the sponsors' activities; merging and integrating the Village's two existing Facebook pages; and maximizes the Village's relationships with sponsors, partners, and participants by integrating their brands and messaging on social media. D. Procurement of Sponsorships. The Proposer shall work with the Committee and Village staff to assist the Village in renewing the Polo Series' current sponsorships, finding new sponsors and creating new sponsorship opportunities. The Proposer shall also assist the Village in the execution of sponsorship contracts, collecting sponsorship fees from sponsors, and coordinating advertising opportunities provided to sponsors. E. Payment Terms. The Village shall pay the Proposer a Service Fee for all Services in eight monthly installments beginning March 1, 2015 (for services performed in February, 2015). The Service Fee shall be inclusive of all management, labor, and services stipulated above and proposed by Proposer. In the event of that any scheduled event day is canceled or rescheduled due to weather or other circumstances, the Proposer shall be entitled to receive an additional fee to execute a rain date ("Rain Date Fee"), which Rain Date Fee the Proposer may add to its final invoice of the season. Proposers must list their proposed Rain Date Fee in their proposals. Page 3 F. Village Responsibilities. The following tasks will be performed by the Village and shall not be the responsibility of the Proposer: 1. Creating and managing the global budget for the Polo Series. 2. Identifying and soliciting partnerships with consulates and charities. 3. Soliciting and selling advertising space in programs, on the Village's websites, or other media platforms. 4. Making the initial pitch to the Village's existing sponsors and advertisers. 5. Developing and implementing a plan for scheduling volunteers to assist in event operations. SECTION III: SUBMITTAL REQUIREMENTS All proposals must be signed by an authorized official of the Proposer. Proposals that contain omissions, erasures, alterations, conditional quotes, or that contain irregularities of any kind may be rejected. The proposal should contain, without limitation, the following information at a minimum: A. Contact Information. 1. Name of Proposer; and 2. Office address, main telephone and fax numbers, e-mail address, and website address. B. List of Qualifications and Certifications, and Required Licensing. The Proposer shall provide the following: 1. General information about the Proposer, its history, and services; 2. The resume of the owner/supervisor of the Proposer and the person that would be responsible for overseeing and completing the Services, including these individuals' certifications, degrees and experience. C. References. The Proposer shall provide a list of at least three public agencies and firms for which the Proposer has provided event management services and a summary of the type of services that were provided to these references. The proposal must include the contact information for these references. Page 4 D. Letter. All Proposers shall include a letter indicating that all information in the proposal is true and complete and signed by the authorized owner, partner, officer of the corporation, or manager of the limited liability company submitting the proposal, with said signature duly notarized by a notary public. SECTION IV: EVALUATION OF PROPOSALS Professional Village staff will evaluate all properly submitted proposals. The Village staff will then grade and rank all properly submitted proposals based on their responsiveness to the Project Scope, the total cost of the Services, and the factors listed on Section 1-7-4 of the Village Code of the Village of Oak Brook, Illinois. The Village will then select the top preferred Proposer, with whom the Agreement, on a form to be provided by the Village, will be negotiated. The Village Board of Trustees has the ultimate authority to approve any proposal and to authorize execution of the negotiated Agreement. The Village reserves the right to make clarifications, corrections, or changes in this RFP at any time prior to the deadline for the submission of proposals. All Proposers or prospective Proposers that register with the Village prior to the deadline for the submission of proposals will be informed of said clarifications, corrections, or changes. To register, Proposers must email their contact information to Rania Serences at rserencesoak-brook.orq. SECTION V: SUBMITTAL PROCEDURES A. Questions and Clarifications. All questions regarding this RFP should be directed in writing to Trey VanDyke, Sports Core Director, at tvandyke(c�oak-brook.orq. Questions will be accepted until 12:00 p.m. CST on Tuesday, December 23, 2014. All questions and responses will be compiled and submitted to all Proposers electronically in one general response memorandum by Monday, December 29, 2014. In order to enable the Village to equitably respond to requestor questions, the Village requests that prospective Proposers register in advance with the Village via e-mail at rserencesoak-brook.orq. B. RFP Submittals. All proposals shall be submitted in an opaque sealed envelope on or before the time stated and shall bear the name of the individual, firm, or corporation submitting the proposal. The envelope must state the project name: "2015 Village of Oak Brook Polo Series Event Management Services." The proposals must be submitted to: Rania Serences Senior Purchasing Assistant Village of Oak Brook 1200 Oak Brook Road Oak Brook, IL 60523 Page 5 Proposals must be received no later than 11:00 a.m. CST on Monday, January 5, 2015. Proposals will not be opened publically. Proposals submitted after this time will not be opened. No oral, telephone, e-mail or facsimile proposals will be considered. C. Standard Terms and Conditions. Proposals submitted are offers only, and the decision to accept or reject is a function of quality, reliability, capability, reputation, and expertise of the Proposers submitting proposals. Issuance of this RFP does not obligate the Village to pay any costs incurred by a Proposer in its submission of a proposal or making any necessary studies or designs for the preparation of that proposal, or for procuring or contracting for the services to be furnished under this RFP. A Proposer may withdraw its proposal, either personally or by written request, at any time prior to the scheduled deadline for submittals. No proposal shall be withdrawn for 60 days after the date set for opening proposals. Proposals shall be subject to acceptance during this period. The Village reserves the right to accept the proposal that is, in its judgment, the best and most favorable to the interests of the Village and to the public; to reject the low price proposal; to accept any item of any proposal; to reject any and all proposals; and to waive irregularities and informalities in any proposal submitted or in the RFP process; provided, however, that the waiver of any prior defect or informality shall not be considered a waiver of any future or similar defect or informality. Proposers should not rely upon, or anticipate, such waivers in submitting their proposal. The Village reserves the right to negotiate specifications, terms, and conditions which may be necessary or appropriate to the accomplishment of the purpose of the RFP. The Village may require the entire proposal be made an integral part of the resulting contract. This implies that all responses, supplemental information, and other submissions provided by the Proposer during discussions or negotiations will be held by the Village as contractually binding on the successful Proposer. SECTION VI: ANTICIPATED PROJECT TIMELINE • RFP Released December 16, 2014 • Questions Due December 23, 2014 • Issuance of Responses to Questions December 29, 2014 • RFP Due Date January 5, 2015 • Selection of Proposer January 13, 2015 • Approval of Agreement January 13, 2015 Page 6 EXHIBIT B Proposal 14 #34483624_v1 EXHIBIT B Proposal 14 #34483624_v1 rs RHVENSWOOD EVENT sii.v.CES 1100 W.Cermak Rd. Unit 8411 Chicago,IL 60608 Phone:312.633.2600 • Fax:312.633.9880 December 31, 2014 Raina Serences Senior Purchasing Assistant Village of Oak Brook 1200 Oak Brook Rd. Oak Brook, IL 60523 Dear Ms. Serences, In response to your RFP for the "2015 Polo Series Event Management Services", we are pleased to submit the attached. I hereby certify that all of the information contained in this proposal is complete, current and accurate. We would be happy to discuss our bid with you in detail at your convenience. We appreciate the opportunity to bid on your event and genuinely look forward to continuing our successful relationship with the Village of Oak Brook. Sincerely, 13 Ralph Concepcion President, Ravenswood Event Services r RAVENSWOOD Iv , SERVICES 1100 W.Cermak Rd. Unit B411 Chicago,IL 60608 Phone:312.633.2600 • Fax:312.633.9880 BID PROPOSAL 2015 Oak Brook Polo Series Event Management Ravenswood Event Services (RES) proposes to perform the following services for the 2015 Oak Brook Polo Series (Event): Scope of Services Tentative 2015 Season Schedule: July 12 July 19 July 26 August 2: *Rain Date August 9 August 16 August 23 September 13: *Rain Date Event Management— Ravenswood Event Services Upon award of contract, RES will appoint Bryan Cory as your Event Manager. He will be the primary liaison with Village of Oak Brook (VOB) and the Oak Brook Polo Committee (Committee). The Event Manager will lead a team from RES who will: General Operations: • Attend all relevant planning meetings with VOB staff and Polo Committee. • Strategize on event content and presentation to maximize the Event's marketability and growth potential. • Meet with Committee, sponsors, consulates, charity partners, etc. to determine their on- site operations, and hospitality needs. • Consult on operating procedures including parking operations, ticketing operations, cash management, and sponsor logistics. • Coordinate operations and logistics for catering contractor including providing regular updates on VIP sales, concessions, and sponsor hospitality. • Administer group sales and private party operations including making arrangements for private space or catering. • Assume all logistical and fulfillment needs of existing or renewing sponsors - signage, space accommodations, hospitality, day of event logistics (parking, set-up, power requirements, etc.). • Update event site plan as necessary, and produce maps or plans for distribution. • Determine quantities and specifications for equipment and materials used for the Event. • Solicit proposals from vendors and/or subcontractors for services or equipment used at the Event. • Draft schedule for pre-production, load-in, and event days. • Coordinate on site and off site storage operations. • Supervise and coordinate installation and dismantling of Event site including tents, fencing, signage, electrical distribution, etc. • Provide key coordinators for catering operations and ticketing/cash management. • Provide a core labor crew during set-up, execution and dismantling phases of event. • Provide gate staff, ticket sellers and ushers (as necessary). • Coordinate security with VOB Police. • Create a communications plan and supervise the distribution of communications equipment. • Coordinate a cleaning crew. Procurement, Cash Management and Ticketing: • Act as fiduciary agent for the Event, including: • Procurement of equipment and service providers per budgeted parameters established by VOB and the Polo Committee. • Establishment of deposit and merchant accounts. • Contract and administer 3rd party ticketing service. • Collect, deposit and reconcile cash sales on event days. • Fund cash banks on event days. • Reconcile day of event food and beverage ticket sales with caterer. • Create a cash management and control plan for the Event and supervise its implementation. • Provide reports and statements detailing income and expenditures on a monthly basis commencing with the on sale date (TBD) for the first Event. • Provide separate reports detailing attendance, food and beverage sales, individual ticket sales, group sales, etc. for each Event. • Procure and provide pre-printed ticket stock to VOB outlet locations (library, pro shop village hall) and reconcile tickets sold on a regular basis. • Procure food and beverage ticket stock. • Procure wristbands. • Procure and administer IT services necessary for scanning tickets, DOE ticket sales and on site food and beverage sales. Website & Social Media: • Revise and maintain a customized, fully featured Oak Brook Polo website highlighting general information and sponsor activities. • Merge and integrate the two existing Facebook pages into one cohesive page. • Maximize relationships with sponsors, partners, and participants by integrating their brands and messaging on social media. • Grow social media reach with relevant, engaging content with a unique "voice" that accurately represents Oak Brook Polo and its audience. • Create and execute digital advertising campaigns per budgeted parameters established by the Committee. • Demonstrate the effectiveness of the digital social media campaign by providing detailed analytics of reach, followers and advertising ROI. • Establish, grow and manage an e-mail newsletter campaign • Strategize and explore the potential effectiveness of alternate social media platforms such as Twitter, Instagram, and Youtube. Sponsorship: • In cooperation with Committee, renew, source or recommend new sponsors to fill specific needs (i.e. champagne sponsor). • Provide administrative services for sponsorship sales such as: • Execution and distribution of contracts or agreements. • Collection of fees and deliverables such as: • Digital logos • Signs and banners • Other operational needs Proposed Fees: Event Management Team (6 Events) $50,400.00 Event Manager Catering Coordinator Cash & Ticketing Manager Ops Crew (2) Gate Staff& Ticket Sellers (5) **Procurement Cost + 4% Website & Social Media $6,000.00 Sponsorship Administrative Services $3,000.00 Sponsorship Sales Commissions (sold by RES) New Cash Sponsors 20% Renewing Cash Sponsors 10% In-Kind Sponsors (budget relieving) 5% Financial Procedures, Cash Flow and Payment Terms: A. General Operating Fund: 1. Upon contract approval, RES will establish an escrow bank account under a registered dba ("Oak Brook Polo") that will be maintained throughout the contract period. 2. Thereafter, a merchant account will be established that will enable RES to accept credit card payments for ticket sales and F&B purchases. 3. On or about May 1, 2015, RES will invoice VOB for an agreed upon amount to fund Event operations. Once received, RES will deposit the amount into the escrow account. 4. Revenue from ticket sales and F&B purchases will also be deposited into the escrow account as they are received. 5. As expenses are incurred, payments will be made from the escrow account for event operations. 6. As necessary, RES will invoice VOB for any additional funds needed for operating expenses. 7. At the conclusion of the contract period, and after all expenses are accounted for and paid, revenue in excess of expenses (if any) will be paid to VOB within 15 days after the books for the current season are closed. 8. On a monthly basis, bank statements and income and expense reports will be provided to VOB and the Committee detailing inflows and outflows from the escrow fund. B. Sponsors and Advertising Revenue: 1. All revenue associated with sponsors or advertising sales will be invoiced by and paid directly to VOB. C. Management Fees: 1. Management Fee is payable in eight (8) monthly installments beginning March 1, 2015 (for services performed in February, 2015). 2. Management Fee is inclusive of all management, labor, and services as stipulated above. 3. *If any scheduled event is canceled or postponed due to weather or other circumstance, RES will charge an additional $4,200.00 to execute a rain date option, which will be added to the final invoice of the season. 4. VOB, the Polo Committee and RES will cooperatively draft production budgets for each of the events with VOB having final approval on total spending. 5. RES will source equipment and service vendors and make recommendations or utilize a competitive bidding process on behalf of VOB. D. Marketing Fees, Procurement Fees, Administrative Services & Sponsorship Commissions: 1. Marketing Fees, Procurement Fees, Administrative Services and Sponsorship Commissions will be invoiced on a quarterly basis (for the previous quarter) beginning January 1, 2015. 2. **Procurement Fees will only apply to expenses related to sub-contractors or equipment providers. They will not apply to Catering Expenses, Management Fees, Marketing Fees, Administrative Services, or Sponsorship Commissions. VOB/Polo Committee responsibilities: • Create and manage the global budget for the event. • Identify and solicit partnerships with consulates, charities, etc. • Solicit and sell advertising space in programs, on website, or other platforms. • Make initial approach to existing or renewing sponsor or advertiser; negotiate fees and terms, close sale (contract). • Develop and implement a plan for scheduling volunteers for event operations. If the above terms and conditions are acceptable, please sign below and return a copy. We look forward to working with you on this project. Sincerely, L3 illi qi)------ ='. Ralph Concepcion President, Ravenswood Event Services For Village of Oak Brook Schedule of Attachments: 1. Contact Information 2. Company Information 3. Key Staff Bios 4. Table of References Contact Information Ralph Concepcion President Ravenswood Special Events, Inc. 1100 W. Cermak, Unit C-411 Chicago, IL 60608 312-633-2600 312-633-9880 (fax) ralph @ravenswoodevents.corn www.rave nswoodevents.com Company Information Ravenswood Special Events, Inc. is our parent company. We operate under two assumed aliases: Ravenswood Event Services and Duff Entertainment. Since our inception in 1994, we have participated in a wide variety of special events ranging from parades to concerts; festivals to flea markets; galas to air shows. Today, we participate in over 50 events a year for customers such as neighborhood associations, marketing agencies, municipalities, trade associations and individual promoters. Ravenswood Event Services is our production services division. We provide event producers with operations, logistics and labor support. We pride ourselves on taking care of the details that make your event trouble free, profitable and successful. Our goal is to approach every challenge with a "whatever it takes" attitude that gives you the confidence that your event or promotion will be executed perfectly. Duff Entertainment is our in-house entertainment and event-marketing agency. We offer a full range of entertainment related services including talent booking, nightclub promotion and live concert production. Our event marketing strategy begins with generating sponsorship revenue from sources that support and elevate our events. We incorporate social media, paid advertising, graphic design, public relations and partnerships with broadcast media to create awareness and build foot traffic. Over the years, we have participated in many events that approximate the scope of services you describe in your RFP. We are intimately familiar with Grant Park and Butler Field. Our association with the Department of Cultural Affairs and Special Events dates back more than two decades. We play a significant role in all of the city sponsored "lakefront events" including Taste of Chicago, the Blues Festival, Jazz Festival and Gospel Festival. Examples of the services we provide include advancing and organizing the event site, the preparation of drawings, sourcing and scheduling equipment and services, and providing labor to prepare and set up city owned equipment (fencing, signs, booths, etc.). We also have an association with the Chicago Marathon that dates back more than twenty years. Over time, our role has evolved as the Marathon grew and became more self-sufficient. Our current role includes providing labor services for set up in Grant Park, building out their hospitality venues, organizing and supervising the distribution of aid station supplies and managing their post race party. For the Shamrock Shuffle, we organize and execute the dispensing of beer at the post race party where we pour 17,000 beers in a little more than 2 hours! Our "soup to nuts" festival organizing experience includes several prominent Chicago area festivals including the Taste of River North, the Downtown Palatine Street Festival, the Windy City Smokeout, and the Scarecrow Festival in St. Charles, IL. For each of these events, we provide production, entertainment and marketing services ranging from website design to deciding the number of toilets and their placement. During the heart of our season (April — November) we employ a fulltime staff of event managers, production assistants, talent bookers, sponsorship salespeople and event crew. We are fully prepared to dedicate a team of professionals to your event that can execute your vision at the highest level. Key Staff Bios Ralph Concepcion, President & Owner, Ravenswood Special Events, Inc. Ralph founded Ravenswood in 1994 after a long career as a freelance production manager for film, special events and theatre. In 1990, prior to forming RES, he was a founding partner of Ravenswood Studio, a scenery and exhibit fabrication company. While there, he managed several national special events projects including the World Cup Opening Ceremonies in Chicago, the NBA Fan Jam in Salt Lake City and the Super Bowl Hospitality Village in Los Angeles. Early in his freelance career, Ralph developed a relationship with the City of Chicago by providing production services for a wide variety of city-produced events. The relationship has survived several changes in leadership and continues to this day with Ravenswood playing key roles in many of Chicago's most iconic events including Taste of Chicago, The Air & Water Show, The Chicago Jazz Festival and The Chicago Blues Festival. Among the projects Ralph has secured and developed for Ravenswood include key roles with both the Chicago and New York Marathons. Other events include street festivals for the River North Neighborhood, the City of Palatine and Mt. Prospect; fundraising events for the American Heart Association, American Brain Tumor Association and Autism Speaks; logistics coordination for Chicago Ideas Week; concert events for the Chicago Cubs; and production management for Lettuce Entertain You's Windy City Smokeout and Shaw's Oysterfest. His current responsibilities at RES include sales, business administration, contract administration, and new project development. Bryan Cory Event Manager Bryan, a native of Cleveland, Ohio, came to the event industry from theatre. His degree from Toledo University is in Theatre Design and Technology. Bryan finds many similarities between planning events and his experience with designing, building and running theatrical productions. "I've always had an interest in how things look and how things work. Events are like big productions with lots of moving parts. That fascinates me." Bryan has toured nationally and internationally with several theatrical shows which took him to 49 states and included extended stays in Mexico City and San Juan, Puerto Rico. Between stints at Ravenswood (this is his second stay), Bryan lived in Las Vegas where he was the Director of Special Events for a casino. While there, he planned concerts, special events and nightclub shows 50 weekends a year. Bryan's projects for Ravenswood include the Taste of River North, Revvin' with Ford, Graduation ceremonies for DePaul University and the Chicago School of Professional Psychology, New Year's Eve Events at Navy Pier and the Chicago Hilton & Towers and many more. Table of References Taste of Chicago City of Chicago Department of Cultural Affairs & Special Events David Kennedy 312-744-0293 David.kennedy @cityofchicago.orq Downtown Palatine Street Festival Village of Palatine Sam Trakas 847-894-0032 STrakas @palatine.il.us Bank of America Chicago Marathon Chicago Event Management Sean Barus 312-992-6598 sean.barus(a�cemevents.corn Commencement and Academic Events DePaul University Office of Academic Affairs Kelly Johnson 312-362-5067 KJohnson @depaul.edu Chicago Ideas Week Jessica Malkin Executive Director 312-662-7708 Jessica @chicagoideas.com EXHIBIT C RIDER TO THE VILLAGE OF OAK BROOK PROFESSIONAL SERVICES AGREEMENT This is a rider ("Rider") to the Polo Series Event Management Services, 2015 Village of Oak Brook Professional Services Agreement ("Agreement") between the VILLAGE OF OAK BROOK ("Village") and RAVENSWOOD EVENT SERVICES ("Consultant"). The Village and Consultant acknowledge and agree to the following: 1. To the extent that any of the terms and conditions in this Rider conflict with any provisions in the Agreement or any exhibit attached thereto, the provisions of this Rider control. 2. All capitalized terms in this Rider not otherwise defined in this Rider shall have the meaning ascribed to them in the Agreement. 3. Consultant shall establish an escrow account for the 2015 Polo Series ("Escrow Account"). Consultant must deposit all revenue from its sale of admission tickets, food and beverage tickets, and any other concessions into the Escrow Account within three business days of receipt any such revenue. Consultant shall not be permitted to withdraw any money deposited into the Escrow Account without the prior written permission of the Village. The Village is entitled to, and may withdraw, any money that remains in the Escrow Account thirty days after the last polo match of the 2015 Polo Series. 4. The Parties acknowledge and agree that vendors must be hired to provide food, beverages, tents, chairs, bleachers, and other items and services for the 2015 Polo Series. Some vendors will be hired, and contract directly with, the Village ("Village Vendors"). Other vendors will be hired, and contract directly with, Consultant ("Subcontractors"). Consultant shall obtain the Village's prior written approval, which approval the Village may deny in its absolute discretion, prior to hiring or contracting with any Subcontractor. In the event that Consultant contracts with a Subcontractor to provide equipment or services for the 2015 Polo Series, the Village shall reimburse Consultant for the fees charged by the Subcontractor ("Reimbursement Fee") and pay Consultant four percent of the Subcontractor's Reimbursement Fee to administer the contract ("Procurement Fee"). Upon the written permission by the Village, Consultant may deduct from the Escrow Account a Reimbursement Fee to be paid directly to a Subcontractor and the Procurement Fee to be paid to Consultant instead of receiving the Reimbursement Fee and Procurement Fee directly from the Village. The Village is not obligated to pay Consultant any Reimbursement Fee or Procurement Fee for retaining Village Vendors. 5. Upon request, Consultant shall provide the Village with a complete and full accounting, with all backup documentation, showing all costs incurred by Consultant to retain the Subcontracts and all revenues collected by Consultant 15 #34483624_v1 as a result of the sale of admissions tickets, food and beverage tickets, and any other concession sales. Upon request, Consultant shall also provide the Village a copy of all agreements between Consultant and any Subcontractor. 6. Consultant represents and warrants that it will not receive any payments, rebates, or other item of value from any Subcontractor in exchange for hiring the Subcontractors to provide equipment or services for the Village's 2015 Polo Series. In the event that Consultant does receive a payment, rebate, or other item of value from a Subcontractor, Consultant shall: (i) immediately notify the Village; and (ii) such payment, rebate, or other item of value shall be deducted from the Reimbursement Costs owed by the Village to Consultant. 7. The Village shall not be liable to, or owe, Consultant any Sponsorship Sales Commissions for any new or renewed sponsor revenue obtained by the Village without the requested assistance of Consultant. Consultant shall not enter into any sponsorship agreements or collect any revenue from sponsors, whether in cash or in-kind, without the prior written permission of the Village. IN WITNESS WHEREOF, Villa e and Consultant have hereunto set their hands to this Rider as of this day of jf v_ar , 2015. VILLAGE 0 OA BROO VE► " ' OO P 7 ENT SERVICES By: - , By: Go•a/Lalmal. -'; illage Pres':ent // /`� ,�J / i / Printed ame: �L- ( " b 7U fQ cbiJ1 By: Title: l Charlotte Pruss, Village Clerk 16 #34483624_v1 • Y EXHIBIT D INSURANCE Consultant shall be required to carry such insurance as specified herein. Consultant shall procure and maintain for the duration of the contract or permit insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Services under the contract, either by the contractor or its agents, representatives, employees or subcontractors. Consultant shall maintain insurance with limits no less than: A. General Liability - $2,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage, provided that when the estimated cost of the work in question does not exceed $25,000, the required limit shall be $1,000,000; B. Automobile Liability (if applicable) - $1,000,000 combined single limit per accident for bodily injury and property damage; C. Worker's Compensation and Employer's Liability - Worker's Compensation limits as required by the Labor Code of the State of Illinois and Employer's Liability limits of$1,000,000 per accident. Any deductibles or self-insured retention must be declared to and approved by the Village. At the option of the Village, either the insurer shall reduce or eliminate such deductible or self-insured retention as respects the Village, its officers, officials, employees and volunteers; or the Insured shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses to the extent of such deductible or self-insured retention. The policies shall contain, or be endorsed to contain, the following provisions: D. General Liability and Automobile Liability Coverage - (1) The Village, its officers, officials, employees and volunteers are to be covered as additional insureds as respects: liability arising out of activities performed by or on behalf of the Insured; premises owned, occupied or used by the Insured. The coverage shall contain no special limitations on the scope of protection afforded to the Village, its officers, officials, employees, volunteers, or agents. (2) The Insured's insurance coverage shall be primary insurance as respects the Village, its officers, officials, employees, volunteers and agents. Any insurance or self-insurance maintained by the Village, its officers, officials, employees, volunteers or agents shall be in excess of the Insured's insurance and shall not contribute with it. 17 #34483624_v1 (3) Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the Village, its officers, officials, employees, volunteers or agents. (4) The Insured's insurance shall apply separately to each covered party against whom claim is made or suit is brought except with respect to the limits of the insurer's liability. E. Worker's Compensation and Employer's Liability Coverage The policy shall waive all rights of subrogation against the Village, its officers, officials, employees, volunteers and agents for losses arising from work performed by the insured for the Village. Each insurance policy shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days prior written notice by certified mail has been given to the Village. Each insurance policy shall name the Village, its officers, officials and employees, volunteers and agents as additional Insureds. Insurance is to be placed with insurers with a Best's rating of no less than A: VII. Each Insured shall furnish the Village with certificates of insurance and with original endorsements effecting coverage required by this provision. The certificate and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificates and endorsements are to be on forms approved by the Village and shall be subject to approval by the Village Attorney before work commences. The Village reserves the right to require complete, certified copies of all required insurance policies, at any time. Each insured shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 18 #34483624_vl