R-1849 - 01/14/2020 - IGA-OB PARK DISTRICT - Resolutions Supporting DocumentsINTERGOVERNMENTAL AGREEMENT FOR SPORTS CORE MANAGEMENT SERVICES
VILLAGE OF OAK BROOKâOAK BROOK PARK DISTRICT
This INTERGOVERNMENTAL AGREEMENT ("Agreement"), dated this /r; day of
O lx GL( V , 2020 ("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 Village owns the Tennis Court located at 800 Oak Brook Road, Oak Brook Illinois
Tennis Court"), and desires to engage the Park District to perform management services
at the Tennis Court as described in this Agreement. Whenever reference is made in this
Intergovernmental Agreement to the Tennis Court, it shall be a reference to all eight clay
courts presently located at 800 Oak Brook Road.
C. The Village owns the Soccer Fields located at 800 Oak Brook Road, Oak Brook
Illinois ("Soccer Field"), and desires to engage the Park District to perform management
services at the Soccer Field as described in this Agreement. Whenever reference is
made in this Intergovernmental Agreement to the Soccer Fields, it shall be a
reference to all nine (9) Fields presently located at 800 Oak Brook Road.
D. Collectively the Village Pool, Tennis Court and Soccer Field as defined above shall be
referred to herein as the "Facilities."The Village and the Park District mutually desire that
the Park District assume the management and operation of the Facilities pursuant to
the terms and conditions set forth in this Agreement for the recreational benefit of
the residents of the Village and the Park District (the "Services").
SECTION 2. RETENTION COMMENCEMENT AND REPORTING.
A. Retention. The Village hereby retains the Park District and the Park District agrees to
perform the Services as set forth herein.
B. Commencement; Term; Time of Performance; Termination. The Park District shall
commence performance of the Services annually, beginning on February 1,
Commencement Date"),and shall continue to perform the Services until the termination
of this Agreement ("Time of Performance"). Unless terminated earlier pursuant to the
terms and conditions of this Agreement, the term of this Agreement shall be three years.
Term"). On or before October 1 of each calendar year that this Agreement is in effect,
either party shall have the right to terminate this Agreement, which shall be effective on
February 1 of the next ensuring year. Upon termination for any reason, or upon expiration
of this Agreement, the Park District shall promptly return possession the Facilities to the
Village in substantially the same condition as existed upon the Effective Date, normal
wear and tear excepted.
C. Reporting. The Park District shall regularly report to the Village Manager, or his designee,
regarding the performance of the Services. The Village shall have the right to inspect any
and all financial information relating to the performance of services described for the time
period in which the Park District is performing the services described herein.
SECTION 3. COMPENSATION AND METHOD OF PAYMENT.
A. Payment.
1. On or before the Effective Date,the Park District shall pay to the Village$1.00(one
dollar and no cents) per year ("Agreement Amount").
2. Except as otherwise provided in this Agreement, the Park District shall collect and
retain all gross revenues generated by operation of the Facilities and shall pay for
all labor and materials reasonably necessary for the operation of the Facilities.
3. The Park District agrees to invest 25% of the net profit from its operation of the
Facilities for the purpose of improving the Facilities and related structures and the
operation thereof in its reasonable discretion ("Annual Improvements"). Before
proceeding with the Annual Improvements, the Park District shall provide notice
to the Village stating the dollar amount equal to 25%of the annual net profit and
describing the intended Annual Improvements ("Annual Improvements Notice").
In the event the Village does not agree on the intended Annual Improvements it
shall notify the Park. District in writing within fourteen days after its receipt of the
Annual Improvements Notice. The Village's notification shall set forth the specific
reasons for its objection. Promptly after the Park District's receipt of the Village's
response to the Annual Improvements Notice, the Parties shall meet and
determine a mutually acceptable allocation of the 25% net profit. If no agreement
can be reached, either Party may terminate this Agreement upon sixty (60) days
advance written notice to the other Party.
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B. Completion of Services. Prior to termination of this Agreement, the Park District shall
complete all Services reasonably required to be performed up to and including the date
of termination.
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. The Park District shall have full right and authority to manage
and control all employees hired to provide services at the Facilities except that the Village
shall be responsible for the acts, omissions or liabilities of any employee(s) engaged in
activities directly for the benefit of, or on behalf of, the Village, including but not limited
to any of the following activities: (i) activities that the Village is required to perform under
the terms of this Agreement; and (ii) activities that provide a direct benefit exclusively for
the Village under the terms of this Agreement, including but not limited to, employees
engaged in: (a) concession related activities; (b) pool filling activities; (c) swim team
activities; (d) assisting in the delivery of Andre's duties; (v) mowing and landscaping
activities; (e) lightning detection system activities.
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.The Village shall not hire
any subcontractors or employees to provide services, labor or material at any of the
Facilities without the prior express consent of the Park District.
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
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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, but, in any event, no less than $1,000,000.00 per occurrence. Such
insurance shall be evidenced by annually providing to the other Party certificates
of insurance.The Park District's policy (or in the event of self-insurance, coverage
evidenced by certificate) will name the Village, its board, board members,
employees,volunteers and agents as an additional insured.The Village's policy(or
in the event of self-insurance, coverage evidenced by certificate) will name the
Park District, its board, commisioners, employees, volunteers and agents as
additional insureds.
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
pool, tennis courts, soccer fields and related structures. The Park District will
maintain insurance protecting against damage, destruction, theft or loss of any of
its equipment located at the Facilities.
4. For any events where liquor will be consumed, sold or distributed at any of the
Facilities during the term of this Agreement, the Party hosting the event 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 6.6.1 above for comprehensive general public liability
insurance, and shall also extend that coverage to the other Party 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 this Agreement,
unless such elected or appointed official or employee engages in wrongful conduct that
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causes bodily injury or property damage to the other Party, or any of the other Party's
elected officials, officers, employees, volunteers agents or assigns.
SECTION 7. RESPONSIBILITIES OF THE PARTIES.
Pool
1. The Park District will keep the pool as a membership arrangement with a resident and
non-resident rate but may increase the rates for both proportionately.
2. The Park District shall provide, or cause to be provided all marketing for the Facilities that
the Park District determines is reasonable and necessary, including placement of
information in their brochure.
3. The Village shall be entitled to collect the fees and related charges from the swim team.
4. 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.
5. The Park District shall be responsible for the opening and closing of the pool.
6. The Park District shall be responsible for the routine annual maintenance and repair of
the pool, pool facilities and related pool equipment. The Park District agrees to comply
with all applicable federal, state and local laws, regulations, ordinances or rules.
7. Park District shall provide all of the pool staff unless otherwise set forth herein including
but not limited to life guards.
8. The Village shall be required to fill the pool at the beginning of each year.
9. The Village will pay Andre's to do the daily cleaning of the locker rooms, however, the life
guards shall be required to perform routine spot checking and cleaning of said area.
10. The Village will cut the grass and perform the landscaping services around the pool.
11. The Village will provide and maintain a Thorguard Lightning Detection System at the
Village Pool.
Tennis
1. The Park District would open and prepare the 8 clay courts.
2. The Park District shall hire a tennis professional, to manage the tennis program.
3. The Park District shall be required to make any repairs necessary to the nets.
4. The Village shall be required to make any repairs necessary to the fencing. The Village
shall continue to provide irrigation to the tennis courts and will coordinate irrigation
activities with the Park District before scheduling.
Soccer Fields
1. The Park District shall be responsible for the rental and lease of the soccer fields.
2. The Park District shall be responsible for cutting of the soccer field grass, fertilization and
seeding of said fields consistent with the Park District's recreational standards.
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3. The Village shall be entitled to collect all revenue from the rental of the soccer building
from Eclipse.
4. The Village will continue to operate and maintain all irrigation of the soccer fields, and
will coordinate the irrigation schedule with the Park District.
SECTION 8. RELATIONSHIP OF THE PARTIES, DEFAULT, COOPERATION.
A. Relationship of the Parties. 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; (ii) to create any
relationship between the Village and any subcontractor of the Park District or (iii) create
any relationship between the Park District and any employee or subcontractor providing
labor, material or services to or on behalf of the Village.
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
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
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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 either Party fails to perform its material duties under the terms of this
Agreement ("Event of Default") and fails to cure any such Event of Default within ten
business days after the defaulting Party's receipt of written notice of such Event of Default
from the non-defaulting Party,then the non-defaulting Party 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 Defaulting Party. The non-defaulting Party may require the defaulting
Party, within a reasonable time, to take such action as is required to cure the
Event of Default; and to take any or all other action necessary to bring the
defaulting Party into compliance with this Agreement.
2. Termination of Agreement. The non-defaulting Party may terminate this
Agreement if the defaulting Party does not cure an Event of Default within 14 days
after defaulting Party's receipt of notice of the default from the non-defaulting
Party.
F.No Additional Obligation. Neither Party is under any obligation as a result of this
Agreement to negotiate or enter into any other or additional contracts or agreements
with the other Party, or with any vendor solicited or recommended by the other Party.
G. Mutual Cooperation. The Village agrees to cooperate with the Park District in the
performance of the Services, and shall meet with the Park District promptly after the
Effective Date to provide the Park District with any information in the Village's possession
relevant and helpful to the Park District's performance of the Services, including without
limitation, 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 any of the Facilities over the
last three years. Thereafter the Parties shall meet by agreement. Notwithstanding the
foregoing, the Village acknowledges and agrees that the Park District will retain full
operational control of the Facilities for the Term and any Renewal Term.
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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 (1), (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
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 23
Attention: Riccardo F. 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:
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Oak Brook Park District
1450 Forest Gate Road
Oak Brook, Illinois 60523
Attention: Laure L. Kosey, E=xecutive Director Ed.D.
Manager Email: Ikosey@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.
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 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.
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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
4 gill te 4 jq:
By: President, Boa d of Park Commissioners
ATTE
By: Secre rd of Park Co rnis 'oners
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