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R-1157 - 02/28/2012 - AGREEMENT - ResolutionsRESOLUTION 2012-TASTE-AG-EX1 -R-1 157 A RESOLUTION APPROVING THE WAIVER OF COMPETITIVE BIDDING AND AUTHORIZING THE EXECUTION OF AN AGREEMENT BY AND BETWEEN THE VILLAGE OF OAK BROOK AND RAVENSWOOD EVENT SERVICES TO PROVIDE EVENT PLANNING SERVICES FOR THE TASTE OF OAK BROOK 2012 WHEREAS, the Village is hosting its annual Taste of Oak Brook on July 3, 2012; and WHEREAS, Ravenswood Event Services of Chicago, Illinois ( "Ravenswood ") successfully planned the 2011 Taste of Oak Brook; and WHEREAS, the Village and Ravenswood desire to enter into an agreement for Ravenswood to provide the event planning services for an estimated amount of $19,200.00 ( "Agreement'), which Agreement is attached to this Resolution as Exhibit A; and WHEREAS, the Village Manager recommends that the Village waive competitive bidding and approve the Agreement for the event planning services; and WHEREAS, the President and Board of Trustees, have determined that it is in the best interests of the Village and its residents to so waive competitive bidding and to approve the Agreement; 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: Waiver of Competitive Bidding Requirements. The advertising and bidding requirements for the purchase of event planning services shall be, and they are hereby, waived in accordance with the Section 8 -9 -1 of the Illinois Municipal Code, 65 ILCS 5/8 -9 -1, and Section 1 -7-4 of the Village Municipal Code. Section 3: Approval of Purchase of Event Planning Services. The purchase of event planning services from Ravenswood for an estimated amount of $19,200.00 shall be, and is hereby, approved. Section 4: Approval of the Agreement. The President and Board of Trustees hereby approve the Agreement by and between the Village and Ravenswood in substantially the same form as attached as Exhibit A and in a final form approved by the Village Attorney. Section 5: Execution of Agreement. The Village President and the Village Clerk shall be, and are hereby, authorized to execute the final Agreement on behalf of the Village. Section 6: Effective Date. This Resolution shall be in full force and effect from and after its passage by two- thirds of the Trustees and its approval in the manner provided by law. [SIGNATURE PAGE FOLLOWS] Resolution 2012- PW- CNTRCT -R -1157 Event Planning Contract - Ravenswood Page 2 of 2 APPROVED THIS 28th day of February, 2012 Gopal G. Lalmalani Village President PASSED THIS 28th day of February, 2012 Ayes: Trustees Aktipis, Manzo, Moy, Wolin, Yusuf and Zannis ATTEST- Charlotte K. Pruss Village Clerk EXHIBIT A 1100W ti6615 Rd V0116Q1 'A' 4946# Phom1312.6UH00 -- raM 312,633.0200 TASTE OF OAK BROOK EVENT SUPPORT AGENCY AGREEMENT This agreement (the "Agreement ") made February 16, 2012 between the Village of Oak Brook, of 1200 Oak Brook Road, Oak Brook, Illinois (the "Village "), and Ravenswood Event Services of 1100 West Cermak Road, Suite B411, Chicago, Illinois, ( "RES "). 1. EMPLOYMENT OF EVENT SUPPORT AGENCY. The Village contracts with RES to provide festival support for the Taste of Oak Brook (the "Event "), scheduled to take place on July 3, 2012 at the Oak Brook Polo Grounds. 2. TERM OF AGREEMENT, This Agreement is to commence on the effective date stated above, and to terminate on July 31, 2012. 3. DUTIES OF RAVENSWOOD EVENT SERVICES EVENT OPERATIONS A. EVENT OPERATION AGENT. As the Village's exclusive Event Operation Agent, RES will: I. Conduct site surveys as necessary and produce maps or plans for distribution. ii. Attend all relevant meetings with Oak Brook staff, community representatives and safety (Police and Fire) personnel. iii. In conjunction with Oak Brook staff, create a comprehensive budget for the event. iv. In conjunction with Oak Brook staff, create a parking plan and implement day of event parking operations. V. Source potential live entertainment, and pending Oak Brook approval, book and coordinate live entertainment for the event that appeals to a diverse audience with a special emphasis on entertainment geared toward young families. vi. Determine quantities and specifications for equipment and materials used for the event and solicit proposals from qualified vendors and /or subcontractors for services or equipment used at the event. Submit qualified bids to Oak Brook for budget approval. vii. Prepare a comprehensive vendor information and requirement package for distribution to potential food & beverage vendors at the event. viii. Coordinate a food & beverage service plan in conjunction with Oak Brook Staff and committee of experienced vendors. ix. Draft schedule for pre - production, load -in, and event day. X. Supervise and coordinate installation and dismantling of event site including tents, stages, barricades, electrical distribution, etc. xi. Provide a labor crew during set -up, execution and dismantling phases of event at pre - specified times, pay rates and levels as agreed to in the production schedule and event budget. xii. Create a communications plan and supervise the distribution of communications equipment. xiii. Insure that any subcontractor or third party vendor has obtained any necessary licenses or permits and provide evidence of such to Oak Brook. B. EVENT OPERATION FEES. The Village agrees to pay RES the following: Management Fees $7,500.00 Event Labor (estimate) $7,900.00 Maintenance Labor (estimate) $3,800.00 The above estimates are based on the following RES Labor Rates Labor supervision $36 /hr Set -Up and Operation Staff $28 /hr Maintenance Staff $20 /hr SPONSORSHIP A. SPONSORSHIP AGENT. As the Village's non - exclusive sponsorship agent, RES will: I. Develop strategies to attract and retain business /corporate sponsors at all giving levels especially from $1,000 - $25,000. ii. Research corporate prospects for possible sponsorships at all levels. iii. Cultivate and steward business and corporate sponsorship. iv. Assist Village Staff in preparing solicitations /proposals, supplemental materials and thank you letters for corporate prospects and existing sponsors. V. Ensure corporate benefit requirements are implemented including signage, logo placement, special promotions, talking points, receptions, and all sponsorship related recognition /benefits. vi. Ensure compliance with sponsorship requirements, including complying with the terms and conditions of the Sponsorship Agreement, providing full payment of Sponsorship fee, and providing in -kind donation. B. SPONSORSHIP FEES. The Village agrees to pay RES for any sponsorships received during the term of this Agreement based the following fee schedule: i. 20% of Sponsorship Revenue totaling up to $25,000.00. ii. 25% of Sponsorship Revenue exceeding $25,000.00. iii. $500.00 for each In -Kind donation. Value of In -Kind Sponsorship must exceed $2,000.00. iv. Commissions to RES will be paid upon receipt of sponsorship fees, or in the case of in -kind sponsorships, following the completion of services. V. In the event that an existing sponsorship is renewed due to RES's efforts during the term of this Agreement, the Village shall pay RES 10% of the Sponsorship Revenue generated by the renewal of that sponsorship. C. NON EXCLUSIVITY. I. RES will only solicit sponsorship to pre- approved sources. #11105738_vl ii. All sponsorship agreements will be between the sponsor and the Village of Oakbrook and all fees will be paid directly to the Village. iii. Sponsorship commissions will only apply to new sponsorship agreements generated solely by RES and will not be applied to previous or existing sponsorships, or to any new sponsorships that are or were negotiated by the Village of Oak Brook. VILLAGE RESPONSIBILITIES A. DUTIES OF VILLAGE. The Village shall: i. Provide overall event marketing strategies including concept, sponsorship and public relations. ii. Coordinate public safety and provide security personnel for the event. iii. Secure (or require third party vendors to secure) all temporary permits for the event including liquor, food and fireworks permits. iv. Assist RES with community relations, specifically in obtaining the approval and cooperation of the local residents, city officials and police. V. Oak Brook will secure event insurance and name Ravenswood Event Services as additionally insured. 4. PERFORMANCE CONTRACTS. Prior to entering into any and all Agreements for the Event, RES must receive written consent from the Village to enter into such Agreement. Written consent may be granted by the Village via e-mail, facsimile or U.S. mail. The Village shall not be liable for any obligations or liability arising out of any Agreements entered into by RES for the Event. 5. REPRESENTATIONS AND WARRANTIES. Each party hereto represents, warrants and covenants to others as follows: • It has the full right and legal authority to enter into and fully perform this Agreement in accordance with the terms and conditions hereof, and • The execution, delivery and performance of this Agreement does not and will not violate or case a breach of any other agreements or obligations to which it is a party or by which it is bound, and no approval or other action by any governmental authority or agency, or any other individual or entity, is required in connection herewith. 6. INSURANCE. RES will purchase and maintain insurance of the following types with the following minimum limits: • Comprehensive General Liability Bodily Injury & Property Damage ...............$5,000,000 • Comprehensive Automobile Liability Bodily Injury & Property Damage ...............$1,000,000 Workers' Compensation ...............Statutory benefits required in Illinois RES will furnish evidence of such insurance to the Village prior to the Start of the Event. The evidence shall be in the form of a Certificate of Insurance which shall name the Village as an additional insured. The certificate shall contain a clause indicating that a 30 -day notice of cancellation or material change will be provided to the Village. RES shall keep such insurance in effect during the Term of the Agreement. H11105738_vl 7. INDEMNITY. RES agrees to indemnify, hold harmless, and defend (or pay the VILLAGE for the costs of defense) the VILLAGE and any of its officers, employees, or agents from and against all liability, claims, demands, and causes of action arising out of or related to any loss, damage, injury, death, or loss or damage to property resulting from any negligence, errors or omissions by the RES in the performance of this Agreement, unless such loss, damage, injury, or loss or damage to property results from or arises out of the negligent acts or omissions by the VILLAGE or its officers, employees or agents. VILLAGE agrees to indemnify, hold harmless, and defend (or pay the RES for the costs of defense) the RES and any of its officers, employees, or agents from and against all liability, claims, demands, and causes of action arising out of or related to any loss, damage, injury, death, or loss or damage to property resulting from any negligence, errors or omissions by the VILLAGE in the performance of this Agreement, unless such loss, damage, injury, or loss or damage to property results from or arises out of the negligent acts or omissions by the RES or its officers, employees or agents. In the event of joint or concurrent negligence of RES and VILLAGE, each shall bear that portion of the loss or expense that its share of the joint or concurrent negligence bears to the total negligence (including that of third parties) which caused the personal injury or property damage. 8. GOVERNING LAW. This Agreement has been entered into in Illinois, is subject to and governed by the laws of that state, and may be specifically enforced there. RES consents to the service of process in any action under this Agreement by registered mail, return receipt requested, and further consents to the jurisdiction of the courts of Illinois in any such action. 9. ENTIRE AGREEMENT. This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement. 10. MODIFICATION OF AGREEMENT. Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party. 11. EFFECT OF PARTIAL INVALIDITY. The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. 12. NO WAIVER. The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as 4 k11105738_vi subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. 13. COUNTERPARTS. This Agreement may be executed in one or more counterparts and by facsimile signature, each of which shall be deemed original, and all of which together will constitute one and the same instrument. In witness whereof, this Agreement is executed as of the date set forth above. #11105738_vl Village�f Oak B Z By: 1W�,41� Its: Village Manager Date: u a2 I