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2022-12-05 - Ordinance 2022-140 - AUTHORIZING EXECUTION OF AN AGREEMENT WITH THE BUFFALO GROVE PARK DISTRICT FOR BG DAYS EVENTS ORDINANCE NO. 2022-140 AN ORDINANCE AUTHORIZING EXECUTION OF AN AGREEMENT WITH THE BUFFALO GROVE PARK DISTRICT FOR BG DAYS EVENTS WHEREAS, the Village of Buffalo is a home rule unit pursuant to the Illinois Constitution of 1970; and WHEREAS, the Village wishes to enter into an agreement with the Buffalo Grove Park District for the purposes of jointly hosting a BG Days event each year from 2023-2025. NOW THEREFORE, BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF BUFFALO GROVE, COOK AND LAKE COUNTIES, ILLINOIS, as follows: SECTION 1. The foregoing recitals are hereby adopted and incorporated and made a part ofthis Ordinance as if fully set forth herein. SECTION 2. The Village Manager is authorized to execute an agreement with the Buffalo Grove Park District, pending review and approval by the Village Attorney. SECTION 3. If any section, paragraph, clause or provision of this Ordinance shall be held invalid, the invalidity thereof shall not affect any other provision of this Ordinance. SECTION 4. This Ordinance shall be in fult force and effect from and after its passage and approval and not be codified. AYES: 5—Stein,Weidenfeld,Johnson,Smith, Pike NAYES: 0—None ABSENT: 1—Ottenheimer PASSED: December 5,2022 APPROVED: December 5,2022 APPROVED: Beverly Sussman illage President ATTEST: �, �, t � , ���i`, e�..�-�.:��.�, Jane . ' abian,Vr!I��?Clerk� � -_ - _ _ - _ , - . , ........ - i , % -.... ,�,,. INTERGOVERMENTAL AGREEMENT FOR THE OPERATION OF THE BUFFALO GROVE DAYS FESTIVAL THIS INTERGOVERNMENTAL AGREEMENT ("Agreement") is entered into this �h of 2022 by and between the Village of Buffalo Grove ("Buffalo Grove" and/or"Village") and the Buffalo Grove Park District("Park District")and jointly referred to as"Parties". WHEREAS,Buffalo Grove is a home rule municipality pursuant to Article VII,Section 6 of the 1970 Illinois Constitution, and as such, may exercise any power and perform any function related to its government and affairs not otherwise precluded by state law or Constitutional provision;and WHEREAS,the Buffalo Grove Park District is a unit of local government organized under the Park ; District Code(70 ILC51205 et seq.)and,as such,may exercise any power and perForm any function related to its government and affairs;and WHEREAS, Article VII, Section 10 of the Illinois Constitution of 1970 authorizes units of local government to enter into agreements to exercise, combine or transfer any power or function not prohibited to them by law or ordinance;and WHEREAS, the Intergovernmental Agreement Cooperation Ad, 5 ILCS 220/1 et seq• ("Act"j, authorizes units of local government to exercise jointly with any public agency of the State,including other units of local government, any power, privilege or authority which may be exercised by a unit of local government individually, and to enter into agreements for the performance of governmental services, activities or undertakings;and WHEREAS,the Village and Park District wish to annually host a summer festival entitled"Buffalo Grove Days"(the Event),constituting six days beginning the Wednesday before Labor Day and concluding upon Labor Day;and WHEREAS, the Village and the Park District wish to promote a spirit of cooperation and have agreed to host Buffalo Grove Days at Mike Rylko Park;and WHEREAS, this Agreement is intended to create joint venture between the Village and Park District and supersedes the August 20, 2019 Intergovernmental Agreement,and all prior agreements,for the Operation ofthe Buffalo Grove Days Festival;and WHEREAS,the Village and the Park District agree that it is in their community's best interests to enter into this Intergovernmental Agreement. NOW THEREFORE,in consideration of the foregoing premises,the mutual covenants and promises herein contained, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged,the parties hereby agree as follows: Sedion 1. Incorporation of Recitals The Recitals of this Agreement are hereby incorporated by reference into this Agreement as if fully set forth herein. 1 � Section 2. Festival Site Mike Rylko Park, 1000 North Buffalo Grove Road, shali be made available for the hosting of the Buffalo Grove Days festival,generally consistent with the site plan hereto attached and marked "Exhibit A. Festival Site". The parties may, from time to time, amend the site layout plan, upon concurrence by the Agency Representatives of the respective agencies. Section 3. Setup and Teardown A. The Village shall be responsible for all setup and teardown activities pertaining to its sponsorship of the BufFalo Grove Days event and as a result of the use of the Festival Site. B. The Park Distrid shall permit Village crews (including but not limited to Police, Fire, Emergency Management Agency, Public Works, Community Development�, vendors serving the event (including but not limited to carnival, tents, portable restrooms, signage, utility services and others)and volunteers to setup festival accommodations not less than 10 calendar days prior to the beginning of Buffalo Grove Days. C. The Park District shall be responsible for setup and teardown activities pertaining to its sponsorship of programs and events on the Festival Site. The Village will be responsible for managing Park District provided restrictions pertaining to access and use of the Fitness Center parking lot and facility. D. Each year preceding Buffalo Grove Days, it shall be the responsibility of the Village Public Works Director or designee to meet and confer with designated Park Distrid personnel to review the location and placement of all temporary strudures, utility services, wires, communication and surveillance equipment, blockades,traffic control signage and other appurtenances. E. The Park District shall appoint a staff person to serve as a liaison to the Village. Said Agenty Representative in Section 7 shall have the authority to provide guidance and direction to the Village on matters pertaining to the Festival Site. F. The Village shall appoint a staff person to serve as a liaison to the Park District. Said Agency Representative in Section 7 shall have the authority to provide guidance and direction to the Park District on matters pertaining to the Festival Site. G. The Park District shall make all reasonable efforts to repair areas of the Festival Site grounds damaged by normal wear and tear and as a direct result of the Buffalo Grove Days event, to include re-seeding turf areas where sufficient grass cover no longer exists. At the completion of the event,Village and Park District Staff will review the site and come to an agreed upon scope of restoration work to be completed, with any restoration costs eligible for 50/50 cost sharing. Notwithstanding the provisions of Exhibit B,paragraph E,the Village shall not be responsible for or bear liability for damage to facilities or equipment beyond the Village's control,caused by acts of nature,acts of terrorism, negligence or acts of an intentional criminal nature caused by other parties. H. The Village shall complete all teardown adivities within one week of the closure of the Buffalo Grove Days, including the removal of any equipment,stockpiles or materials. This timeline may 2 � be extended by both parties in the event of extenuating circumstances. The Village will make its best efforts not to delay other Park District scheduled programs orevents in completing teardown activities, provided that the delay is within the direct control of the Village, Section 4. Event Monagement,Operation,and Budget A. The Village shall be responsible for the order�y operation,supervision and management of Buffalo Grove Days at all times and shall identify Agency Representative{s)who shall serve as the primary point of contact for the Park District. B. The Village and its Police Department, in addition to volunteers assisting the Police Department, shall be responsible for the orderly flow of traffic to and from the Mike Rylko Park entrances located along Illinois Route 83 during the event. Should additional traffic control be considered warranted by the Police Chief,or designee,the Village shall arrange for such traffic control to be provided at its sole expense. C. The Park District shall acquire necessary approvals to permitthe sale and consumption of alcoholic liquor on the Festival Site during the event, which are subject to restrictions governing the sale and consumption of liquor as required in the Village's municipal code. Any Village fees typically assigned for the issuance of a local liquor license will be waived for this event. D. Buffalo Grove Days shall generally run from 9:00 AM to 2:00 AM daily. The Park District or Village may extend hours of operation upon reasonable request. E. The Agency Representatives,or their designees,shall be responsible for compliance with all local regulations concerning noise,vibration,light trespass and nuisance during the festival. F. The Village shall provide security for overnight hours as deemed appropriate by the Police Chief � and the Agency Representatives. The Park District grants authority to security personnel to occupy the Festival Site before, during and after the event for the purpose of providing general security. ' � G. The Park District shall permit the Village to operate permanent freestanding and building � mounted exterior lighting units during the event,as well as to allow additional temporary lighting ; as needed. H. The parties acknowledge that Buffalo Grove Days requires the provision of staging,light and audio equipment to facilitate live performances. The parties covenant to work cooperatively to site and operate the concert stage(s). I. The Village desires to provide temporary sewer and water connections for restroom facilities during Buffalo Grove Days for improved sanitation and visitor comfort. The Park District shall accommodate the Village's reasonable requests to make such connections, at the Village's sole expense. J. Certain facilities including tents and other temporary structures will require tethering or anchoring to provide adequate weather protection and safety. The Parties agree to work cooperatively to locate and repair any tether/anchor areas on Buffalo Grove Days grounds. 3 � � � ; K. The Park District will make available to the Village certain facilities suitable for the possible evacuation of the Festival Site during an emergency, in cooperation with the Village's Emergency Management Director. Facilities shall include the Buffalo Grove Fitness Center, Spray 'n Play building and the Golf Dome permanent building. The Village shall establish a written emergency evacuation plan for the Event in case of inclement weather. The Village shall provide copies ot said plan to all persons associated with the operation of the Event. The Village is responsible for compliance with the emergency evacuation plan,monitoring weather conditions and determining whether the Event should be suspended or cancelled due to inclement weather or other cause. L. The Park District will be responsible to obtain all sponsorships for the event as included in the Split of Duties Attachment C. Signs witl be printed and installed by the Village. The Park District permits the Village and its affiliates to erect signage recognizing corporate event and program sponsors during Buffalo Grove Days and within the Festival Site. All signage will be reviewed with the Park Distrid to ensure proper placement and to minimize interference with existing site/facility signage. M. The Village shall be entitled to operate a carnival upon the Festival Site,to be located within the paved parking areas, by a carnival operator having a legal business entity, liability insurance and coverage deemed sufficient by the Park District. The Village shall not bear liability for acts of negligence caused by the carnival operator. N. The Village is responsible for determining whetherthe grounds are safe,suitable,and appropriate for any of its intended Event activities. 0. The Village and Park District shall have responsibility and authority for contractir�g with event vendors and exhibitors, and shall determine the fees to be charged to the Event vendors and exhibitors. Park District reserves the right to insped (but shall not be required to conduct any inspections),the operations of any and all event vendors and/or exhibitors prior to and during the Event with respect to their compliance with this Agreement. The Split of Duties in Attachment C further refines the roles for specific contracts. P. The parties shall require all Event vendors and exhibitors of the Event to have the appropriate licenses/permits/insu ra nce. Q. The Village recognizes that the event will be operating on Park Distrid grounds which is a no smoking campus under Park District Ordinance 1.23. R. The Village and Park District agree in principle to the budget shown in Attachment D:Budget. As individual costs may change as contracts are obtained, any modification to a line item will be agreed to by the Agency Representatives priorto vendor contract signature or actual expenditure. It is a stated goal to limit financial liability and maintain a break even or better financial outcome from the Event. However,both sides acknowledge that there could be a shared loss at the end of the event. All revenues or losses would be split 50/SO between the Village and Park District. S. The Village understands that the Park District staff member assigned to sponsorship activities receives a nominal commission for each sponsorship dollar acquired. This commission will be 4 � taken from the overali sponsorship amount before it is assigned as revenue for the event,as it is a direct cost to the Park District. Once commission is removed,the remaining revenue will be split 50/50. T. Neither the Village nor the Park Distrid will include staff time in its calculation of event revenues nor expenses. U. The Village and Park District agree that partnerships with other agencies or volunteer groups may be beneficial to the event. If additional partnerships are executed,it would be by mutual,written agreement of both the Village and the Park District. Section 5. Term A. This Agreement shall be in full force and effect for a period of three(3)years upon its passage by the Parties,for the year 2023,2024,and 2025. B. The parties may extend this agreement upon mutual agreement. C. The parties understand that permanent facilities may be constructed within the term of this agreement. Modifications to the site layout (Exhibit A}will be a joint effort between the parties to adapt the event to the modified space. Section 6. Mutua!Indemnification A. The Village and the Park District shall conform to the insurance requirements contained in Exhibit B. B. All entities, either commercial,governmental or not-for-profit, licensed to operate amusements, entertainment, games, food and/or beverage service, sanitation services, utility services, housekeeping services or other services during Buffalo Grove Days, are required to have on file with the Village a Certificate of Insurance with the insurance requirements provided in Exhibit B below and shall also name the Village of Buffalo Grove and the Buffalo Grove Park District as an additionalinsured thereon. C. To the maximum extent permitted by law,the Village and Park District shall indemnify and hold each other harmless from any and all actions, costs, expenses, damages and liabilities, including reasonable attorneys'fees, resulting from death or bodily injury or damage to tangible physical property of the other,to the extent arising out of or resulting from the negligent or wrongful acts or omissions of their respective employees or other authorized agents in connection with this agreement. However, neither party shall indemnify the other against adions, costs, expenses, damages and liabilities to the extent attributable to the negligent or wrongful acts or omissions of the other party. If the parties are both at fault hereunder,then any obligation to indemnify shall be proportional to their relative fault. Nothing set forth in this Agreement shall be deemed a waiver by the Village or Park District of any defenses or immunities relating to any person or entity or their property,that are or would be otherwise available to the Village and Park Distrid or its appointed and elected officers and officials, agents, volunteers and/or employees under the provisions of the Illinois Local 5 � � Government and Governmental Employees Tort Immunity Act,or that are otherwise available to local gvvernments and their corporate authorities, officers, employees, agents and volunteers under the common law of the State of Illinois or the United States of America. Section 7. Cooperation The Parties agree to work in good faith to achieve the objectives of this Agreement and to mutually resolve any disputes occurring or arising out of or during the te�ms of this Agreement.The parties agree to do all things reasonably necessary or appropriate to carry out the terms, provisions and objectives of this Agreement. The following staff members will be identified as the Agency Representatives,granted authority to modify the event budget,site layout,and coordinate agency responsibilities: For the Park District: Erika Strojinc,Deputy Director For the Village: Mike Skibbe,Deputy Village Manager/Dirertor of Public Works Either party may appoint a designee for temporary support,or a successor for permanent replacement, as long as written notice is provided. Section 8. Waiver The waiver by any party of any breach or violation of any provision of this Agreement shall not be deemed ' to be a waiver or a continuing waiver of any subsequent breach or violation of the same or any other provision of this Agreement. Section 9. Default/Breach and Remedy ' A. The failure or refusal by either party to comply with any of its obligations shall constitute a default under this Agreement. B. If a party defaults or breaches in the performance of any of its obligations under this Agreement, the other party shall give written notice of such default/breach, and if the breaching party does not cure the default/breach within 30 days after the giving of such notice, (or if such default is of such nature that it cannot be completely cured within such period,if the breaching party does not commence such curing within 30 days and thereafter proceed with reasonable diligence and in good faith to cure such default/breach), then the other party may terminate this Agreement. Upon termination of this Agreement, the parties may pursue all available legal rights and remedies in court to assert or protect their rights. C. Should any dispute arising out of this Agreement lead to litigation,the prevailing party shall not be entitled to recover its costs of suit or attorney's fees. Section 10. Notices. 6 � All notices, demands or other writings in connection to this Agreement shall be in writing and shall be deemed given (a) upon delivery, if personally delivered or if sent by e-mail or facsimile transmission, to the party to be given such notice or other communication;(b)on the third business day following the date of deposit in the United Stated mail,if such notice or other communication is sent by certified or registered mail with return receipt requested and postage thereon fully prepaid;or(c)on the business day following the day such notice or other communication is sent by reputable overnight courier,to the following: If to ihe Village: Village Manager Village of Buffalo Grove 50 Raupp Boulevard Buffalo Grove,IL 60089 !f to the Park District: Executive Director Buffalo Grove Park District 530 Bernard Drive Buffalo Grove, IL 60084 Section 11. Generol A. This Agreement shall be binding on each party and its respective successors, including successors in office. B. In the event of a conflict in custom or practice,the terms of this Agreement shall prevail. C. This Agreement creates no rights,title or interest in any person or entity whatsoever other than the Parties. Nothing in this Agreement shall be construed as an express and/or implied waiver of any common law and/or statutory immunities and/or privileges of the parties,and/or any of their respective officials,officers and/or employees. Sedion 12. Amendments/Fntire Agreement No amendments, changes, modifications, alterations, or waivers of any term, provision or condition of this Agreement shall be binding or effective for any purpose unless expressed in writing and adopted by both Parties hereto as required by law. The provisions set forth herein,constitute the entire agreement I of the parties regarding the matters addressed in the Agreement,and supersede any prior agreements or representations. Section 13. Assignment This Agreement shall not be assigned by either party without the express written consent of the other PartY• Sedion 14. Severability The terms,conditions,and provisions of this Agreement shall be severable,and if any term,condition,or provision is found to be invalid or unenforceable for any reason whatsoever, the remaining sections, subsedions, terms, conditions, and provisions shall remain in full force and effect, and shall not be affected by such determination,unless the Agreement can no longer be performed by either party. 7 ; � Section I5. Effective Dale The Effective Date of this Agreement shall be upon execution by the Parties. Section 16. Termination This Agreement shall terminate upon the expiration of the term set forth in Section 5 above, or upon mutual agreement,of the parties. Either party may withdraw from this Agreement, at any time, upon at least 270 days prior written notice to the other party of its intent to withdraw from this Agreement.Such notice will terminate the rights, duties and obligations of the withdrawing party, effective on the withdrawal date specified in the notice or on the thirtieth day after receipt of the notice by the other party,whichever is later. If the withdrawing party is in default under the Agreement at the time it issues the notice, then its right to participate and receive the benefits contained in the Agreement shall immediately terminate and the withdrawing party shall still be obligated to cure the default. Section 17. Choice of Law. This Agreement shall be governed by the laws of the State of Illinois.The Circuit Court of Cook County, Illinois, shall have jurisdiction over any disputes arising under this Agreement, and each of the Parties hereby consents to such Court's exercise of jurisdiction. Section I8. Authority to Execute. The parties represent and warrant to each other that this Agreement has been adopted and approved by ordinance or resolution, and they have the authority to enter into this Agreement and perform their obligations hereunder. Sedion 19. Tides The headings and titles of this Agreement are for convenience and shall not influence the construction or interpretation of this Agreement. IN WITNESS WHERfOF,the Parties hereto have executed this Agreement on the dates as set fi�rc,� pelow. BY: DG� �2� Date: 12/16/2022 `��gE, ; -- Manager - � - ' ' Village of Buffalo Grove �; _ _-- , ATTEST: Village Clerk T ' BY: `� - Date: ��e,(n �i1 I[�,���_Executive Diredor Buffalo Grove Park District ��-,�, ry 1]���,� ATTEST: ��h A�l X.1 IY, �. Secretary 8 � � � EXHIBIT A—Festival Site Buffalo Grove Days Proposed Si#e a�j. �� ,��: � ���� ,�; � � �; - � r , , .�'.�';'� , � � , ;f�- is ��� � �; �.�,�.-- � � � � ��. . j "`` _ � � .. � - EVACUATt�I AREA"A' � . i � _.� ��r � ..! .�.� . .. J/�.�`��..� �� � �. � `` Erxenammertt BA CRatEtnpe ,J ►�,,,V EVACUATiON AREA"B' .y �, B�tr T n. Foaa t� .. , Buse+ess a�:r����ry . ,t� ._.,� ,,.�'"� J -_�1 .,:� .�'' __1 t 1 �, � �,:,� -� � � ._� � � t ,� �t • J . �' � =,�T;� ,r "'� ;;, ,� , , f, EVACUATI4N AREA"C" , * � '/ � .- �. ,, ,� , ..� P �` ", ,.� . �.' J , ' •� ..-� .J --�•' __1 P��^ I j ' L ..•3 -'� � ...� `� � � r .� ` J � .,! •� � � �� � . -� � �J , _� ,J r: .J' � —,�, � o� �,s s�o +w aen ='�lcKUM� .� � ' , "_. F[H 9 � EXHIBIT B—Park District Insurance Requirements fnsurance and Indemnifrcaiion Village shall obtain and keep in full force for the term of the Agreement insurance of the types and in the amounts listed below. A. Commercial General Liability lnsurante Village shall maintain commercial general liability(CGL)with contradual liability coverage with a limit of$1,000,000 combined single limit per occurrence for bodily injury and property damage and $1,000,000 per occurrence for personal injury, The general aggregate shall be twice the required occurrence limit. The Park District shall be included as an additional insured under the Village's liability coverage, subject to the terrns,obligations and conditions thereof,as respects liability arising out of the use of the premises as provided under this Agreement. 8. 8usiness Auto Liability Insurance If applicable,Village shall maintain business auto liability with a limit of not less than$1,OQ0,000 combined single limit per accident for bodily injury and property damages. C. Workers'Compensation Insurance The Village employees providing services by or on behalf of the Village shall be covered by the Village's Workers'Compensation coverage with statutory limits and Employers Liability coverage with limits of$1,000,000 per accident. D. Generallnsurance Provisions I a. Acceptability of Insurers The Park District hereby acknowledges that the Village has liability coverage through the Suburban Liability Insurance Pool ("SLIP"). The Park District agrees that the liability coverage provided by SLIP is acceptable for the purposes of this Agreement. b. Evidence of Insurance Priorto using any Park District facility,Village shall furnish Park District with a certificate(s) of coverage executed by a duly authorized representative of SLIP, showing compliance with the insurance requirements set forth above. Should the Village terminate its participation in SLIP prior to the termination of this Agreement,written notice thereof will be sent to the Park District within 10 business days. Failure of Park District to demand such certificate,endorsement or other evidence of full I compliance with these insurance requirements or failure of Park District to identify a 10 � deficiency from evidence that is provided shall not be construed as a waiver of Village's obligation to maintain such insurance. Park District shall have the right, but not the obligation, to prohibit the Village from occupying the premises until such certificates or other evidence that insurance has been placed in complete compliance with these requirements is received and approved by Park District. Failure to maintain the required insurance may result in termination of this Agreement at Park District's option. c. Deductibles and Self-Insured Retentions Any deductibles or self-insured retentions are the responsibility of the Village. E. Additiona!Insured Park District shall be included as an insured under the CGL, using I50 additional insured endorsement CG 20 26 or a substitute providing equivalent coverage,and under the commercial umbrella, if any. This insurance shall apply as primary insurance with respect to any other insurance or self-insurance afforded to Park District. f. Vendors All Event vendors shall be subject to all the insurance requirements stated herein. Village agrees that it shall maintain,and it shall cause each of its vendors who will be participating in the Event to maintain comrnercial general liability insurance, naming the Park District and the Village as additional insured. A copy of all certificates of insurance must be sent to the Park District for review no later than two weeks prior to the start of the festival. The Vendors insurance shall be primary insurance with respect to any other insurance or self-insurance afforded to the Park District or Village.Any insurance or self-insurance maintained by the Park Distrid or Village shall be in excess of the Vendor's insurance and shall not contribute with it. i i � � � � � ; � 11 � .......... III IIIII lit .............Ill ........... III-"A' III it ....................lilt ................... ....... ...... 44-J LA III 44-J ...... 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