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R-1766 - 12/11/2018 - AGREEMENTS - Resolutions Supporting DocumentsBOT AGENDA Page 1 BOARD OF TRUSTEES MEETING SAMUEL E. DEAN BOARD ROOM BUTLER GOVERNMENT CENTER 1200 OAK BROOK ROAD OAK BROOK, ILLINOIS 630-368-5000 AGENDA ITEM Regular Board of Trustees Meeting of December 11, 2018 SUBJECT: Intergovernmental Agreement - Oak Brook Park District Pool Management Services FROM: Riccardo F. Ginex, Village Manager BUDGET SOURCE/BUDGET IMPACT: $230,000 RECOMMENDED MOTION: Motion to Approve Resolution – R-2018-IGA- OBPKD-POOL-R-1766, A Resolution Approving and Authorizing An Intergovernmental Agreement Between The Village and The Park District Relating To The Operation Of The Village’s Swimming Pool. Background/History: After a successful 2018 season at of pool management with the Park District, the Village will enter into a proposal with them to handle the Pool Management for the 2019 season. This year the Village will pay the Park District $230,000 for services which will include Lifeguards, Management and Operations, Supplies, and Programming Costs. This is $25,000 less than the past season. The Village will continue to handle the concession stand and make the appropriate repairs as necessary to the pools. Both parties may mutually agree to renew this Agreement for up to three additional one-year terms, through October 2022. Again, I wish to thank the Park District Board, Director Laure Kosey and her staff for working with the Village and enhancing the entire Village experience for our residents and patrons. Recommendation: The Village Board approves the resolution and the Intergovernmental Agreement. ITEM 11.B.3 RESOLUTION 2018-IGA-OBPKD-POOL-R-1766 A RESOULUTION APPROVING AND AUTHORIZING AN INTERGOVERNMENTAL AGREEMENT BETWEEN THE VILLAGE AND THE PARK DISTRICT RELATING TO THE OPERATION OF THE VILLAGE’S SWIMMING POOL WHEREAS, the Village of Oak Brook maintains a swimming pool complex and the Village has concluded that it would be best to enter into an Intergovernmental Agreement (“Agreement”) with the Oak Brook Park District to operate that swimming pool complex during the 2019 season; and WHEREAS, an Agreement has been negotiated between the parties which will result in the payment of a flat fee to the Park District to operate the swimming pool complex in accordance with the terms and conditions of that Agreement; and WHEREAS, the Park District is experienced in operating similar swimming pool facilities and the parties contemplate that the persons utilizing the swimming pool complex during the 2019 season will be pleased at the experienced manner in which the Park District carries out its administration; and WHEREAS, the Agreement entered into between the parties contains extensive and specific terms and conditions under which the swimming pool complex will be operated and establishes the responsibilities of both the Village and the Park District; and WHEREAS, the Park District will carefully select those individuals who will be placed in charge of administering this contract and all of the operations of the Park District, as they are at its own facilities, will be in full compliance with all federal and state regulations relating to the operation of a public swimming pool facility; 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, in a final form as approved by the Village Attorney. NOW , THEREFORE, BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF OAK BROOK, DUPAGE 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 Agreement. The President and Board of Trustees hereby approve the Agreement by and between the Village and the Park District in a form acceptable to the Village Manager and the Village Attorney. Section 3: Authorization and Execution of the Agreement. The Village Manager and Village Clerk shall be, and hereby are, authorized to execute the final Agreement on behalf of the Village. 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 2018-IGA-OBPKD-Pool-R-1766 IGA with Oak Brook Park District Page 2 of 3 APPROVED THIS 11th day of December, 2018 Gopal G. Lalmalani Village President PASSED THIS 11th day of December, 2018 Ayes: Nays: Absent: ATTEST: Charlotte K. Pruss Village Clerk Resolution 2018-IGA-OBPKD-Pool-R-1766 IGA with Oak Brook Park District Page 3 of 3 EXHIBIT A [Intergovernmental Agreement] INTERGOVERNMENTAL AGREEMENT FOR POOL MANAGEMENT SERVICES VILLAGE OF OAK BROOK—OAK BROOK PARK DISTRICT This INTERGOVERNMENTAL AGREEMENT ("Agreement”), dated this _____ day of ______________, 2019 (“Effective Date”) is by and between the VILLAGE OF OAK BROOK, 1200 Oak Brook Road, Oak Brook Illinois 60523, an Illinois municipal corporation (“Village”) and the OAK BROOK PARK DISTRICT, 1450 Forest Gate Road, Oak Brook, Illinois 60523, an Illinois unit of local government (“Park District”). The Village and the Park District are sometimes referred to herein as “Party” and collectively as “Parties.” In consideration of the mutual covenants and agreements hereinafter set forth, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: SECTION 1. RECITALS. A. The Village owns the Village Pool located at 800 Oak Brook Road, Oak Brook Illinois (“Village Pool”), and desires to engage the Park District to perform management services at the Village Pool as described in this Agreement. Whenever reference is made in this Intergovernmental Agreement to the Village Pool, it shall be a reference to all Pools presently located at 800 Oak Brook Road. B. The Park District desires to perform management services at the Village Pool for the recreational benefit of the residents of the Village and the Park District. C. The services to be provided by the Park District consist generally of management of the Village Pool including membership services, pool staffing, pool cleaning, pool repair, winterization and de-winterization of the Village Pool (collectively, “Services”), which Services are more fully described in Exhibit A. SECTION 2. RETENTION, COMMENCEMENT AND REPORTING. A. Retention. The Village hereby retains the Park District and the Park District agrees to perform the Services. B. Services. The Park District shall provide the Services pursuant to the terms and conditions of this Agreement. C. Commencement; Time of Performance. The Park District shall commence performance of the Services on February 1, 2019 (“Commencement Date”) and shall continue to perform the Services until their completion, but in no event after October 1, 2019 (“Time of Performance”). Unless terminated earlier pursuant to the terms and conditions of this Agreement, the term of this Agreement shall be February 1, 2019 to October 1, 2019, inclusive. (“Term”). The Parties may mutually agree to renew this Agreement for up to three additional one-year terms as follows: 1) February 1, 2020 to October 1, 2020; 2) 2 February 1, 2021 to October 1, 2021; and 3) February 1, 2022 to October 1, 2022 (individually referred to as “Renewal Term”). The Parties must agree to any Renewal Term on or before November 15 of each year. D. Reporting. The Park District shall regularly report to the Village Manager, or his designee, regarding the performance of the Services during the Term and any Renewal Term of this Agreement. SECTION 3. COMPENSATION AND METHOD OF PAYMENT. A. Cost of Services, Payment. 1. On or before the Effective Date, the Village shall pay to the Park District the sum of $230,000 (“Agreement Amount”), the Parties having determined that said sum approximates the actual cost of providing the Services for the Term (“Cost of Services”). 2. In the event the Parties agree to renew this Agreement for any Renewal Term, the Cost of Services may be increased by up to three percent (3%) each Renewal Term upon the Parties’ mutual written agreement. 3. The Village shall collect and retain fees for all pool memberships, daily guest passes, morning lap swim and any Village programs, lessons or events conducted at the Village Pool including, but not limited to, swim team and water polo. The Park District shall retain all fees from any Park District programs, lessons or events conducted at the Village Pool, including but not limited to Fluid Running classes, water aerobics and the masters swim team (collectively, “Park District Programs”). The Village agrees to collect and reimburse the Park District for all “drop-in” fees received for any Park District Programs. Such reimbursement shall be made on July 15th and September 15th of the Term and each Renewal Term of this Agreement and shall include an itemized accounting of all drop in fees received for Park District Programs. B. Taxes, Benefits and Royalties. The Agreement Amount and the Cost of Services includes all federal, state, and local taxes of every kind and nature, including unemployment insurance, old age or retirement benefits, pensions, annuities, or similar benefits paid to Park District employees providing Services. The Park District shall have no duty to pay any such taxes, benefits, premiums or other expenses described herein for Village employees or the employees of any contractor, subcontractor, supplier, or any other third party, or the successors or assigns of any of them. C. Completion of Services. The Park District shall complete all Services on or before the date of termination. 3 SECTION 4. STAFFING: SUBCONTRACTORS. A. Staffing. The Park District shall provide all personnel necessary to perform the Services, including the “key personnel” identified in Exhibit B attached hereto and incorporated herein by this reference. B. Subcontractors. If any personnel or subcontractor engages in any illegal conduct or whose performance is unsatisfactory to the Village in the course of performance of the Services, the Village and the Park District shall meet and discuss said employee or subcontractor within 5 days of notice from the Village. Following said meeting the Park District shall determine whether removal or replacement of said employee or subcontractor is warranted and if it so determines, the Park District shall remove or replace said employee or subcontractor. Park District shall, within 14 days after its receipt of notice from the Village, remove and replace such personnel or subcontractor. Unless approved in advance by the Village, the Park District 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. C. Criminal Background Checks. The Park District shall obtain a criminal background check as required by applicable law for any Park District employee providing Services on Village property. SECTION 6. INDEMNIFICATION; INSURANCE. A. Indemnification. To the fullest extent permitted by law, each Party shall each indemnify, defend and hold harmless the other Party, its elected and appointed officers, officials, employees, attorneys, volunteers and agents (collectively, the “Indemnitees”), from and against any and all claims, damages, losses and expenses, including but not limited to legal fees (attorneys’ and paralegals’ fees and court costs), incurred by any of the Indemnitees for injuries to persons or for damage, destruction or theft of property arising out of or resulting from any activity, act or omission of the indemnifying Party (“Indemnitor”), or of any employee, agent, contractor or volunteer of the Indemnitor, but only to the extent caused in whole or in part by any wrongful or negligent act or omission of the Indemnitor. B. Insurance. Each Party, at its sole cost and expense, shall keep in full force and effect at all times during the Term and any Renewal Term of this Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with this Agreement. Each Party shall provide coverage that is at least as broad as: 1. Comprehensive general public liability insurance, including contractual liability coverages, and such other types of insurance in such amounts and with such A- rated companies or through self-insurance risk pools as are reasonably acceptable to the Village and the District, but, in any event, no less than $1,000,000.00 per occurrence. Such insurance shall be evidenced by annually providing to the other 4 Party certificates of insurance. Each Party’s policy (or in the event of self- insurance, coverage evidenced by certificate) will name the other Party, its board, board members, employees, volunteers and agents as an additional insureds. The Cost of Services provided in Section 3.A will be paid upon presentation of a Certificate of Insurance. 2. Workers’ Compensation Insurance covering all costs, statutory benefits and liabilities under State Workers’ Compensation and similar laws for their respective employees. Any employee claim related to this Agreement will be the responsibility of the Party employer and the other Party shall have no obligation whatsoever to provide workers’ compensation for the other Party’s employees. 3. The Village shall maintain property insurance for the full replacement cost of the Village Pool. The Park District will maintain insurance protecting against damage, destruction, theft or loss of any of its equipment located at the Village Pool. 4. The Village shall maintain liquor liability insurance against damages, claims and liability arising under the Illinois Dram Shop Act and Liquor Control Act in amounts not less than those required in section 6.B.1 above for comprehensive general public liability insurance, and shall also extend that coverage to the Park District as an additional insured. C. No Personal Liability. No elected or appointed official or employee of either Party shall be personally liable, in law or in contract, to the other Party, as the result of the execution of this Agreement. SECTION 7. RESPONSIBILITIES OF THE VILLAGE. A. Lighting, HVAC, Power, Water. The Village shall furnish, at its expense, all utilities, including but not limited to, lighting, heating, cooling, power, hot and cold water, local telephone services, pest control, and trash and garbage disposal for the Village Pool. The Village is responsible for having all utilities turned on and removing trash from curbside. B. Keys. The Village shall provide to Park District 12 sets of keys to the Village Pool and all locations in the Village Pool during the Term and any Renewal Term of this Agreement. Park District shall take all reasonable steps necessary to insure that the Village's keys are not used for any purpose other than for providing Services. The Park District shall not copy or provide keys to the Village Pool to someone other than a manager of Park District or the Park District’s Executive Director. C. Facility Maintenance. The Village shall maintain the Village Pool in accordance with all applicable federal, state and local laws, regulations, ordinances or rules. Prior to April 1 of the Term and each Renewal Term, the Village shall complete all annual maintenance and repair work identified in Exhibit C attached to this Agreement and incorporated 5 herein by this reference to the satisfaction of the Park District. The Park District will create a list of other major repairs and capital projects that must be completed, prior to commencement of the season or by another date specified by the Park District. Any other major repair prior to or during the pool season estimated to cost $500 or more, will be the responsibility of the Village. The Village shall maintain the portable electric lift in fully functioning order for the duration of this Agreement. The Park District shall utilize the portable electric lift pursuant to applicable law and charge the battery for same nightly. D. Concession Stand. The Village will maintain and operate the Concession Stand, at its sole cost and expense for the season. The Village will be entitled to all revenues generated by the Concession Stand. The Park District will have access to the ice machine at all times that the Village Pool is open, during the summer season. The Village will notify the Park District of any significant issues or early closures that will affect the operation of the pool. E. Thorguard System. The Village will provide and maintain a Thorguard Lightning Detection System at the Village Pool. F. Golf Cart. The Village will provide the Park District with a golf cart to be used at the Village Pool between May 1st and September 15th of the Term and each Renewal Term. The Village shall be responsible to repair and maintain the golf cart. G. Office Space. The Village will provide an air-conditioned space for Park District staff. SECTION 8. RELATIONSHIP OF THE PARTIES, DEFAULT, COOPERATION. A. Relationship of the Parties. The Park District shall act as an independent contractor in providing and performing the Services. Nothing in, nor done pursuant to, this Agreement shall be construed (i) to create the relationship of principal and agent, employer and employee, partners, or joint venturers between the Village and Park District; or (ii) to create any relationship between the Village and any subcontractor of the Park District. B. Conflict of Interest. The Park District represents and certifies to the Village that, to the best of its knowledge, (i) no Village employee or agent is interested in the business of the Park District or this Agreement; (ii) as of the date of this Agreement neither the Park District nor any person employed or associated with the Park District has any interest that would conflict in any manner or degree with the performance of the obligations under this Agreement; and (iii) neither the Park District nor any person employed by or associated with the Park District will at any time during the Term or any Renewal 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. The Village represents and certifies to the Park District that, to the best of its knowledge, (i) no Park District employee or agent is interested in the business of the Village or this Agreement; (ii) as of the date of this Agreement neither the Village nor any person employed or associated with the Village has any interest that would conflict in any manner or degree with the performance 6 of the obligations under this Agreement; and (iii) neither the Village nor any person employed by or associated with the Village will at any time during the Term or any Renewal 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. Sexual Harassment Policy. Each Party hereby certifies to the other Party that is has a written sexual harassment policy in full compliance with Section 2-105(A)(4) of the Illinois Human Rights Act, 775 ILCS 5/2-105(A)(4). D. Compliance with Laws and Grants. Each Party shall give all notices, pay all fees, and take all other action that may be necessary to ensure that their respective duties under this Agreement are performed in accordance with all required governmental permits, licenses, or other approvals and authorizations that may be required in connection with said duties, and with all applicable statutes, ordinances, rules, and regulations, including without limitation: the Fair Labor Standards Act; any statutes regarding qualification to do business; any statutes prohibiting discrimination because of, or requiring affirmative action based on, race, creed, color, national origin, age, sex, or other prohibited classification, including, without limitation, the Americans with Disabilities Act of 1990, 42 U.S.C. §§ 12101 et seq., and the Illinois Human Rights Act, 775 ILCS 5/1-101 et seq. Each Party shall also comply with all conditions of any federal, state, or local grant received by the Village or Park District with respect to this Agreement or the Services. Each Party shall be solely liable for any fines or civil penalties that are imposed by any governmental or quasi-governmental agency or body that may arise out of or in connection with that Party’s, or its subcontractors', performance of, or failure to perform, its duties hereunder, or any part thereof. E. Default. If it should appear at any time that the Park District has failed or refused to prosecute, or has materially delayed in the prosecution of, the Services with diligence at a rate that assures completion of the Services in compliance with the requirements of this Agreement, ("Event of Default") and fails to cure any such Event of Default within ten business days after the Park District's receipt of written notice of such Event of Default from the Village, then the Village shall have the right, without prejudice to any and all legal and equitable remedies, to pursue any one or more of the following remedies: 1. Cure by Park District. The Village may require the Park District, 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 Park District and the Services into compliance with this Agreement. 2. Termination of Agreement by Village. The Village may terminate this Agreement if the Park District does not cure an “Event of Default” within 14 days’ notice. The Term and any Renewal Term of the Agreement shall be divided into four quarters. If the Village terminates the Agreement in one of these quarters, the Park District shall return to the Village either 3/4, 1/2 or 1/4 of the remaining unspent Cost of 7 Services, as the case may be, depending on which quarter the termination occurs. The Park District shall have no duty to repay the Village any portion of the Agreement Amount or Cost of Services that the Park District has already spent providing the Services. The Park District shall retain the full Cost of Services for all completed quarters and for the quarter in which the termination occurs. F. No Additional Obligation. The Parties acknowledge and agree that the Village is under no obligation under this Agreement or otherwise to negotiate or enter into any other or additional contracts or agreements with the Park District, or with any vendor solicited or recommended by the Park District. G. Mutual Cooperation. The Village agrees to cooperate with the Park District in the performance of the Services, including meeting with the Park District and providing the Park District with such information that the Village may have that may be relevant and helpful to the Park District's performance of the Services. Promptly after the Effective Date, the Village shall provide the Park District with operating manuals, operating checklists, safety information, audits, health department inspection data and financial statements, income/operating statements, warranty and any other information related to operation of the Village Pool over the last three years Notwithstanding the foregoing, the Village acknowledges and agrees that the Park District will retain full operational control of the Village Pool for the Term and any Renewal Term. SECTION 9. GENERAL PROVISIONS. A. Amendment. No amendment or modification to this Agreement shall be effective unless and until such amendment or modification is in writing, properly approved by both Parties, in accordance with applicable procedures, and executed. B. Assignment. This Agreement may not be assigned by the Village or by the Park District 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 Parties hereto and their agents, successors, and assigns. D. Notice. Any notice or communication required or permitted to be given under this Agreement shall be in writing and shall be delivered (i) personally, (ii) by a reputable overnight courier, (iii) by certified mail, return receipt requested, and deposited in the U.S. Mail, postage prepaid, (iv) by facsimile, or (v) by electronic internet mail (“e-mail”). Facsimile notices shall be deemed valid only to the extent that they are (a) actually received by the individual to whom addressed and (b) followed by delivery of actual notice in the manner described in either (I), (ii), or (iii) above within three business days thereafter at the appropriate address set forth below. E-mail notices shall be deemed valid and received by the addressee thereof when delivered by e-mail and (a) opened by the recipient on a business day at the address set forth below, and (b) followed by delivery 8 of actual notice in the manner described in either (i), (ii) or above within three business days thereafter at the appropriate address set forth below. 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) three business days following deposit in the U.S. mail, as evidenced by a return receipt. By notice complying with the requirements of this Subsection, each party shall have the right to change the address or the addressee, or both, for all future notices and communications to such 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 Oak Brook, Illinois 60523 Attention: Rick Ginex, Village Manager E-mail: rginex@oak-brook.org Notices and communications to the Park District shall be addressed to, and delivered at, the following address: Oak Brook Park District 1450 Forest Gate Road Oak Brook, Illinois 60523 Attention: Rob Bond, Aquatic Manager Manager Email: rbond@obparks.org E. Third Party Beneficiary. No claim as a third party beneficiary under this Agreement by any person, firm, or corporation other than a Party shall be made or be valid against either Party. 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 this Agreement. H. Governing Laws. This Agreement shall be interpreted according to the laws of the State of Illinois. 9 I. Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes any and all previous or contemporaneous oral or written agreements and negotiations between the Village and the Park District with respect to the Services. J. Waiver. No waiver of any provision of this Agreement shall be deemed to or constitute a waiver of any other provision of this Agreement (whether or not similar) nor shall any such waiver be deemed to or constitute a continuing waiver unless otherwise expressly provided in this Agreement. K. Exhibits. Exhibits A through C are attached hereto and, by this reference, incorporated in and made a part of this Agreement. In the event of a conflict between any Exhibit and the text of this Agreement, the text of this Agreement shall control. L. Rights Cumulative. Unless expressly provided to the contrary in this Agreement, each and every one of the rights, remedies, and benefits provided to either Party by this Agreement shall be cumulative and shall not be exclusive of any other such rights, remedies, and benefits allowed by law. M. Counterpart Execution. This Agreement may be executed in several counterparts, each of which, when executed, shall be deemed to be an original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the Parties have executed the Agreement as of the date first above written. VILLAGE OF OAK BROOK ____________________________________ By: Village President ATTEST: _____________________________________ By: Village Clerk OAK BROOK PARK DISTRICT ____________________________________ By: President, Board of Park Commissioners ATTEST: _____________________________________ By: Secretary, Board of Park Commissioners 10 EXHIBIT A SCOPE OF SERVICES The Services shall include: 1. Hours of Operation. A. The Park District will operate the Village Pool and make the Village Pool available for public recreational use, during the hours set forth in Appendix No 1 to this Exhibit A, attached hereto and incorporated herein by this reference (collectively, "Hours of Operation). B. The Park District may close the Village Pool per regulations and directives of the Illinois Department of Public Health (“IDPH”) Swimming Facility Code (Title 77, Ch.1, Subch. N, Part 820) as amended from time to time, or at the discretion of the Park District's managers. 2. Village Pool Management. Park District shall manage the Village Pool, which includes, without limitation, the associated deck areas, restrooms, mechanical and pump rooms, which management shall include, without limitation, managing the daily opening, closing, and maintenance of the Village Pool. Park District shall assign personnel to the Village Pool who shall be responsible for monitoring its lifeguards and other staff, coordinating the provision of the Services, and monitoring the operation of the Village Pool. At least one Park District supervisor shall be on duty during all Hours of Operation. The Park District shall provide an employee at the area known as the Beach during the times noted in Exhibit A, Appendix No.1. Notwithstanding the foregoing, the Park District shall have no liability or responsibility for supervising, managing, inspecting or maintaining the Beach area or any activities at that location. 3. Lifeguards. Park District shall provide lifeguards to the Village Pool in accordance with applicable IDPH regulations during all Hours of Operation. Lifeguards shall provide cleaning and maintenance to the Village Pool. Lifeguards shall wear distinguishing and appropriate attire at all times while on duty during the Hours of Operation. All lifeguards shall be certified by Starfish Aquatics. The Park District shall retain all lifeguard licenses on site. 4. De-winterization; Opening of Pool(s). Park District shall facilitate the opening of the Village Pool. Park District will start up pools in advance of Memorial Day weekend and pursuant to a schedule approved of in advance by the Parties. Park District will fill the pool and remain responsible for the water level and turning the water off when the pool has been filled. It is the responsibility of Park District to inspect and clean the pool in advance of Memorial Day weekend. In addition, Park District is responsible for obtaining a pre-season inspection by the applicable county's health department and taking all steps that may be necessary to obtaining a passing inspection. Park District shall collect any and 11 all trash in the Village Pool and deposit it at the designated curbside location or in the Village's dumpster. The Park District will not be responsible for any physical damage to the pool(s), pipes (whether above ground or underground) , drains, or other equipment allegedly related to or resulting from attempts at winterization or de-winterization of the pool(s) and/or the alleged failure to properly winterize or de-winterize the pool(s). Prior to Memorial Day weekend, Park District will remove all Village deck furniture from storage and place on pool deck. Park District will return all Village furniture to storage at the end of the Pool Season. 5. Pool Chemicals. Park District will supply any and all necessary chemicals to the Village for the operation of the Village's pools in sufficient quantity to comply with all applicable federal, state, county, and local regulations for the duration of the Pool Season. The cost of these chemicals is included in the Cost of Services and Agreement Amount. 6. Pool Cleaning; Restroom Cleaning. During the Pool Season, Park District will clean the pool(s) at the Village Pool. Park District employees will check on the cleanliness of the Village Pool's restrooms and pool deck throughout each day of operation and clean or otherwise address any deficiencies as necessary. Park District shall not be responsible for providing cleaning supplies, which shall be provided by, and at the sole cost of, the Village. 7. Inspections. Park District shall exercise reasonable efforts to inspect the Village Pool and all equipment, personal property, and fixtures therein (“Inspections”) and promptly notify the Village of any items relating to the Village Pool, including furniture and any pool equipment, which require repair or replacement. The Inspections shall include inspections of the pools by technicians certified as Certified Pool Operators or Aquatic Facility Operators. All inspections shall meet applicable standards established by IDPH. 8. Winterization of Pools. Park District shall perform the winterization of the Village Pool following standard operating procedures (the “Winterization”). Winterization of the pool(s) shall not constitute a guarantee against damage by freezing or other causes, and the Park District will not be responsible for any physical damage to the pool(s), pipes (whether above ground or underground), drains, or other equipment allegedly related to or resulting from attempts at winterization or dewinterization of the pool(s) and/or the alleged failure to properly winterize or dewinterize the pool(s). The Park District shall not be responsible for winterizing the Village Pool's restrooms or other plumbing fixtures. 9. Safety Equipment. The Village shall furnish all portable pool safety equipment required by IDPH, including automated electronic defibrillator(s) (“AEDs”). Village will supply lifeguard raised chairs and umbrellas in sufficient quantity to comply with the applicable laws and regulations. 10. Programming. Programming will be provided solely and exclusively by the Park District to benefit Village Pool users. The Village will conduct all swim team activities during specified 12 swim team hours of 8:30– 11:00 AM and 3:30 – 4:45 PM, Monday through Friday plus two home swim team meets starting a 4:00pm on two specified Thursday afternoons. The Park District will supply all lifeguards required for programming. All waivers for programming shall include language waiving all claims against the Village and the Park District. 11. Marketing. Park District shall also have the ability to market, promote, conduct programs, cross-market Park District Programs and otherwise market Village Pool activities with the exception of swim team. The Village will have sole and exclusive authority and control over all marketing, promotions, programs, cross-marketing related to swim team. Village may also market and cross-market Park District programs and activities at the Village Pool in Village marketing outlets, as agreed by the Parties. The Village shall be responsible for all costs for production and distribution of marketing publications. 12. Membership and Program Registration. The Park District shall be responsible for and have sole control and authority over all Park District program registration. The Village shall be responsible for and have sole control and authority over all Village pool membership registration and all Village program registration. When authorized by the Park District, Bath and Tennis Club members may access the Park District’s Indoor Family Aquatic Center when the Village Pool is closed due to repairs, inclement weather or other unforeseen circumstances. 13 APPENDIX 1 Hours of Operation Early Season Hours (May 25-31) Main Pool Diving Well Wading Pool Beach May 25-26 12pm-6pm 12pm-6pm 12pm-6pm 12pm-5pm May 27th (Memorial Day) 12pm-6pm 12pm-6pm 12pm-6pm 12pm-5pm May 28-31 4pm-7pm 4pm-7pm 4pm-7pm closed Regular Season Hours Week Days (June 1 - August 18) Main Pool Diving Well Wading Pool Beach June 1 - July 2 11am-7pm 11am-7pm 11am-6pm 12pm-6pm July 3rd 12pm-6pm 12pm-6pm 12pm-6pm 12pm-5pm July 4th 12pm-6pm 12pm-6pm 12pm-6pm 12pm-5pm July 5- August 18 11am-7pm 11am-7pm 11am-6pm 12pm-6pm Regular Season Hours Saturday/Sunday (June 1 - August 18) Main Pool Diving Well Wading Pool Beach Weekends Only 10am-7pm 10am-7pm 10am-6pm 12pm-6pm Late Season Hours (August 19 - September 1) Main Pool Diving Well Wading Pool Beach August 19-23 4pm-7pm 4pm-7pm 4pm-7pm closed August 24-25 12pm-6pm 12-6pm 12-6pm 12-5pm August 26-30 4pm-7pm 4pm-7pm 4pm-7pm closed August 31 - September 1 12pm-6pm 12pm-6pm 12pm-6pm 12pm-5pm 14 EXHIBIT B KEY PERSONNEL Park District Key Personnel A. Deputy Director B. Aquatic Manager C. Building Technician D. Aquatic Coordinator 15 EXHIBIT C MAINTENANCE AND REPAIR WORK TO BE COMPLETED BY VILLAGE PRIOR TO APRIL 1 1. Repair or replace all diving boards and corresponding diving board structures found to be faulty during inspection prior to opening the pool. 2. Inspect and update all VGB grates, pool inlets and gutters to ensure that they are in compliance with Illinois Swimming Facility Code and applicable federal law. 3. Ensure that depth markers on fence and deck are uniform in appearance, easy to read per Illinois Swimming Facility Code and accurately reflect the depth at point of positioning. 4. Inspect, repair or replace any broken concrete in or around the pool area including pool gutters and deck. 5. Inspect, repair or replace any other physical features of the pool and the surrounding area including, but not limited to the shade structures, security fence/gates and landscaping. 6. Inspect and repaint any pool features requiring paint in or around the pool area including no diving and depth indicators on deck. 7. Update any changes to rules and regulation signage posted throughout the pool area as well as for around the pond. 8. Repair or replace any pumps, motors, gaskets, valves or other major parts critical to proper pool circulation and operation found to be faulty during the de-winterizing of the pool and inspecting for opening by the Park District and/or their contracted providers. 9. Any unexpected or mutually agreed upon capital improvements as decided by both the Village and Park District. 799947v5