R-1543 - 03/08/2016 - AGREEMENTS - Resolutions RESOLUTION 2016-POLO-MOU-R-1543
A RESOLUTION APPROVING A MEMORANDUM OF UNDERSTANDING
BY AND BETWEEN THE VILLAGE OF OAK BROOK AND
JAMES DRURY PARTNERS, LTD REGARDING THE
PLANNING, MARKETING, AND HOSTING OF THE 2016 POLO SEASON
WHEREAS, the Village desires to partner with a firm to plan, market, and host on behalf of the
Village("Services'l the Village's 2016 Oak Brook Polo Club season ("2016 Season'j; and
WHEREAS, the Village is in the process of negotiating an agreement with James Drury Partners,
Ltd. ("Drury'l for Drury to provide the Village with the Services ("Agreement'j; and
WHEREAS, because providing the Services is a big undertaking and Drury needs to take certain
steps before the Village and Drury can complete the negotiations of the Agreement to efficiently provide
the Services, the Village and Drury desire to enter into a memorandum of understanding ("MOU'l to
govern the relationship between Drury and the Village until the Agreement is negotiated and executed;
and
WHEREAS, entering into the MOU will not commit the Village to enter into the Agreement with
Drury if the parties cannot agree to terms; and
WHEREAS, the Village President and Board of Trustees have determined that it is in the best
interests of the Village to enter into the MOU;
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 the MOU. The President and Board of Trustees hereby approve the
MOU by and between the Village and James Drury Partners, Ltd in substantially the same form as
attached hereto as Exhibit A, and in a final form approved by the Village Attorney.
Section 3: Authorization and Execution of the MOU. The Village Manager and Village Clerk
are hereby authorized to execute the final MOU on behalf of the Village after review and approval of the
final form of the MOU by the Village Attorney and after receipt of the final MOU fully executed by Drury.
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]
Resolution 2016-POLO-MOU-R-1453
Approving a Memorandum of Understanding
With James Drury Partners Ltd.
Page 2 of 2
APPROVED THIS 8th day of March, 2016
Gopal G. Lalmalani
Village President
PASSED THIS 8th day of March, 2016
Ayes: Trustees Adler, Baar, Manzo, Mov, Tiesenga, Yusuf
Nays: None
Absent: None
ATTEST:
Charlotte K. Pruss
Village Clerk
2
439477609_v2
EXHIBIT A
MEMORANDUM OF UNDERSTANDING
MEMORANDUM OF UNDERSTANDING:
VILLAGE OF OAK BROOK AND JAMES DRURY PARTNERS
This Memorandum of Understanding ("MOU"), dated March f , 2016, is entered into by and between
James Drury Partners, Ltd, an Illinois corporation located at 875 North Michigan Avenue, Suite 3805,
Chicago, IL 60611 ("Organizer'), and the Village of Oak Brook, an Illinois municipal corporation located
at 1200 Oak Brook Road, Oak Brook, IL 60523 ("Village"), regarding the Oak Brook Polo Club (the
"Club").
A. PURPOSE:
This MOU sets forth certain non-binding provisions and certain binding provisions between the
Organizer and the Village with respect to the planning, marketing, and hosting of the Village's 2016 Club
Season while the parties prepare and negotiate the terms of an agreement for the Organizer to plan,
market, and host the 2016 Club Season and future Club Seasons on behalf of the Village("Agreement").
B. STATEMENT OF MUTUAL BENEFIT AND INTERESTS:
The parties desire to prepare and negotiate the terms of the Agreement. The parties recognize that it is
in both of their interests to transition some of the planning, operational and marketing activities related
to the 2016 Club Season from the Village to the Organizer prior to the preparation and execution of the
Agreement. Both parties wish to establish a cooperative relationship while efforts are made to develop
and execute the Agreement.
C. BINDING PROVISIONS:
1. Reasonable Efforts:The Organizer and the Village will negotiate the Agreement in good faith
and use reasonable efforts to arrive at a mutually acceptable Agreement for approval, execution,
and delivery on or before April 15,2016.
2. Exclusive Dealings: Until the Agreement has been properly executed and delivered by both the
Organizer and the Village or this MOU has been terminated pursuant to Section C.3 of this MOU,
whichever occurs sooner, the Organizer will not enter into any negotiations, discussions,
agreements, or understandings with any person or entity related to the hosting, running, or
promoting of polo matches in Illinois that are unrelated to the Village's 2016 Club Season.
3. Term/Termination:This MOU may be terminated: (i) at any time by mutual written consent of
the Organizer and the Village; or (ii) upon written notice by any party to the other party if the
Agreement has not been executed and delivered by both the Organizer and the Village by April 15,
2016; provided, however,that the termination of this MOU shall not affect the liability of a party for
breach of any of the Binding Provisions prior to the termination of this MOU. Upon termination of
the MOU, the parties shall have no further obligations hereunder, except as stated in Sections CA
and C.5 of this MOU,which shall survive termination.
4. Costs and Expenses: The Organizer and the Village will each be responsible for and bear all of
their own respective costs and expenses, including without limitation, expenses of their legal
counsels, accountants, and representatives incurred at any time in connection with this MOU and
any activities undertaken by each party in preparation and planning for the 2016 Club Season until
an Agreement is executed and delivered, at which time any such costs and expenses shall be
governed by the Agreement.
S. Confidentiality: The Organizer acknowledges that the Village may provide it Confidential
Information under this MOU. The Organizer agrees not to disclose (except as permitted herein) any
Confidential Information of the Village without the Village's prior written consent. "Confidential
Information" means all confidential business information, technical information, financial
information, sponsorship lists, and other information the Village marks as "Confidential" or an
equivalent designation or that should reasonably be understood to be confidential given the nature
of the information and/or the circumstances surrounding the disclosure. The Organizer agrees: (i)to
use and disclose the Confidential Information only in connection with, and in furtherance of, this
MOU and for the planning and marketing of the 2016 Club Season; and (ii) to protect such
Confidential Information using the measures that Organizer employs with respect to its own
Confidential Information of a similar nature, but in no event with less than reasonable care.
Notwithstanding the foregoing, Confidential Information does not include information that: (a) has
become publicly known through no breach by the Organizer; (b) was rightfully received by the
Organizer from a third party without restriction on use or disclosure; or (c) is independently
developed by the Organizer without access to such Confidential Information. Notwithstanding the
above, the Organizer may disclose Confidential Information to the extent required by law or court
order, provided that prior written notice of such required disclosure and an opportunity to oppose
or limit disclosure is given to the Village. In the event that negotiations are terminated and this
MOU is terminated, the Organizer will: (x) promptly deliver to the Village, and will not retain, any
documents, work papers and other materials (and any reproductions thereof) that contain
Confidential Information; (y)will not use any Confidential Information;and (z) will use its reasonable
efforts to keep Confidential Information confidential.
6. Disclosure of Relationship: The Organizer shall not make any written, oral, or implied
representations that it is an agent or representative of the Village. The Organizer shall not enter
into any agreements related to the 2016 Club Season, including,without limitation, agreements with
polo teams and players, sponsors, advertisers, venders, or consultants, without first clearly setting
forth to such party in writing that: (i) such agreement is between that party and the Organizer, and
not the Village; (ii) the Organizer has not yet entered into the Agreement with the Village for the
2016 Club Season;and (iii)the Organizer is not an agent for,or representing,the Village.
7. Fees and Payments: The Organizer shall not collect revenue, fees, or payments related to the
2016 Club Season, including, without limitation, sponsorship, ticket, merchandise, food and
beverage revenues,fees or payments, until the parties execute and deliver the Agreement.
8. Assignment of Agreement: Organizer and Village acknowledge that the Organizer will likely be
forming a new legal entity or subsidiary to James Drury Partners, Ltd. to undertake all of Organizer's
activities related to the 2016 Club Season. Upon the formation of new legal entity or subsidiary,and
with prior written approval of the Village, the Organizer may assign all of its rights and
responsibilities under this MOU to the new legal entity or subsidiary. This MOU shall not be
assignable by either the Village or the Organizer other than as specifically set forth in this subsection
C.B.
D. NON-BINDING PROVISIONS:
1. Organizer Commitments: The Organizer agrees to make good faith efforts to do the following
while the parties negotiate the Agreement:
a. Sponsorship Sales: The Organizer shall identify and secure new sponsorship revenue from
local, regional and national companies and organizations, as well as to secure the renewal
sponsorships from the Village's prior Club sponsors.
b. Branding: The Organizer shall refine the Club's vision and promotional message with Village
input and coordination.
c. Scheduling: The Organizer shall identify and secure 2016 dates for the 2016 Club Season in
coordination with,and approval from,the Village and participating polo teams and players.
d. Communications: In coordination with the Village, the Organizer shall manage and redesign
the marketing communications channels and platforms for the 2016 Club Season, including,
without limitation, a website, social media channels, magazine / program, newsletters, etc. In
the event that the parties are unable to negotiate an Agreement, the Organizer shall work in
good faith with the Village to transition to the Village any marketing communication channels,
platforms, and materials so that the Village can effectively market the 2016 Club Season.
e. Operations: Prior to the execution of the Agreement, the Organizer shall develop, and
obtain approval from the Village for an onsite operational plan for the 2016 Club Season, which
operational plan shall include the locations for ticketing, spectators,seating, catering, event run-
of-show, vendors, etc. Inquiries regarding matters related to the 2016 Club Season that are
specifically assigned to the Organizer should be referred to the Organizer.
f. Public Relations: The Village and the Organizer shall cooperate with each other to respond to
media-related inquiries related to the 2016 Club Season.
g. Event Plans &Village Dissemination: In order to provide ongoing transparency and facilitate
the Village's review of the onsite operational plan for the 2016 Club Season, the Organizer shall
provide the Village with information regarding the status and progress of its 2016 onsite
operational plan and its management plans concurrently with and following the Agreement
negotiations. Such plans may include ticketing, sponsorship, marketing, food and beverage
services, etc. The Organizer and Village recognize and acknowledge that plans for the 2016
Season will likely undergo changes prior to and during the 2016 Club Season.
2. Village Commitments:The Village agrees to make good faith efforts to support the Organizer in
performing its commitments listed in Section DA of this MOU while the Parties negotiate the
Agreement. Such support shall include providing the Organizer the necessary cooperation and
information for the Organizer to make effective and coordinated decisions with the Village.
IN WITNESS WHEREOFF,the parties have executed this MOU as of the date set forth above.
JAMES DRU PARTNER VILLAGE OF OAK BRQQK
NAME: NAME: ...
TITLE: CIA TITLE: Village President
DATE: 3 �� Jo DATE: March 1y 2016