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2023-02-21 - Ordinance 2023-010 - AUTHORIZING EXECUTION OF AN AGREEMENT WITH THE BUFFALO GROVE PARK DISTRICT FOR MIKE RYLKO PARK IMPROVEMENTS ORDINANCE NO.2023-010 AN ORDINANCE AUTHORIZING EXECUTION OF AN AGREEMENT WITH THE BUFFALO GROVE PARK DISTRICT FOR MIKE RYLKO PARK IMPROVEMENTS WHEREAS,the Village of Buffalo Grove 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 improving Mike Rylko Park. 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 full force and effect from and after its passage and approval and not be codified. AYES:4—Stein, Weidenfeld,Johnson, Smith NAYES: 0- None ABSENT: 2—Ottenheimer, Pike PASSED: February 21, 2023 APPROVED: February 21, 2023 PUBLISHED: February 22, 2023 APPROVE : everly Su an,Village President ATTEST: ; l] � ',r:�•�q���:._,,�,�-i�,�c,t� Jane�_�irabiai�,�'iiaags��Pric _ \ �.-• ... ti. _ \ INTERGOVERMENTAL AGREEMENT BETWEEN THE VILLAGE OF BUFFALO GROVE AND THE BUFFALO GROVE PARK DISTRICT REGARDING VILIAGE CONTRIBUTIONS TO PARK DISTRICT CAPITAL PROJECTS r� THIS INTERGOVERNMENTAL AGREEMENT ("Agreement") is entered into this � " of /�tA2crf , 2023 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 Iliinois 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 ILCS 1205 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 Act, 5 ILCS 220/1 et se�c. ("Act"), 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,when the Park District is seeking improvements to existing Park District facility and/or property; and WHEREAS,the Village is contributing a minimum of$500,000 towards said improvements; 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: 1 Section 1. Incorporation of Recitals The Recitals of this Agreement are hereby incorporated by reference into this Agreement as if fully set forth herein. Section 2. Purpose of Agreement The intent of this agreement is to establish a mechanism of agreed upon obligations when the Village is contributing an amount at or above $500,000 towards a Park District improvement(s). Specific details surrounding each project will be incorporated into an Addendum. Section 3. Park District Obligations A. The Park District wili be responsibie for design, construction and financing of the improvements;and. B. The Park District shall comply with any and all applicable Federal and State Laws, including but not limited to the Prevailing Wage Act and public bid procedures. Section 4. Village Obligations A. The Village will contribute a minimum of$500,000 ("Village Contribution") to the improvements. Payment schedule will be outlined in Addendum 'A' - Village and Park District Obligations B. In the event the Park District fails to perform on its obligations outlined in this Agreement,any portion of the Village Contribution already paid to the Park District shall be reimbursed to the Village by the Park District and the Village shall have no further financial obligation to the Project. Section 5. Mutual Obligations A. For and in consideration of the Village's Contribution to the Project, the Park District shall grant resident rates for programs and rentals at the specific facility/property where improvement(s) are being made for all Village of Buffalo Grove residents for an established period of time. B. The Park District and Village agree to promote both entities in announcements, marketing materials or promotions that highlight the improvements, its benefit to the community or financial contributions to the Project. C. The Village agrees to cooperate with the Park District to obtain any and all zoning,licensing, regulatory or other approvals in pursuit of completion of the Project. Section 6. Term A. This IGA shall be in full force and effect for a period of five(5)years. The Village and Park District may at that time meet to review this IGA for consideration of extension. 2 Section 7. Cooperation A. 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 terms 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. Section 8. Waiver A. 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/ereach 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 defauit/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,ifthe 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 A. 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: !f to the Village: Village Manager Village of Buffalo Grove 50 Raupp Boulevard Buffalo Grove, IL 60089 3 If to the Park District: Executive Director Buffalo Grove Park District 530 Bernard Drive Buffalo Grove, IL 60089 Section 11. General 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. Section 12. Amendments/Entire Agreement A. 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 of the parties regarding the matters addressed in the Agreement, and supersede any prior agreements or representations. Section 13. Assignment A. This Agreement shall not be assigned by either party without the express written consent of the other party. Section 14. Severability A. 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, subsections,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 pa rty. Section 15. Effective Date A. The Effective Date of this Agreement shall be upon execution by the Parties. Section 16. Termination A. This Agreement shall terminate upon the expiration of the term set forth in Section 5 above, or upon mutual agreement, of the parties. Section 17. Choice of Law 4 A. 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 18. Authority to Execute. A. 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. Section 19. Titles A. The headings and titles of this Agreement are for convenience and shall not influence the construction or interpretation of this Agreement. IN WITNESS WHEREOF,the Parties hereto have executed this Agreement on the dates as set forth below. BY: - Date: D 3�a��2.23 Village Man ger Village of Buffalo Grove ATTEST: ����� . ��-w� Village Clerk ��-� BY: �- ' � Date: �� a Executive Director Buffalo Grove Park District ATTEST: Secretary 5 Addendum A INTERGOVERMENTAL AGREEMENT BETWEEN THE VILLAGE OF BUFFALO GROVE AND THE BUFFALO GROVE PARK DISTRICT REGARDING IMPROVEMENTSTO MIKE RYLKO PARK THIS ADDENDUM AGREEMENT ("Agreement") is entered into this L� of yE��O�G�� , 2023 by and between the Viilage of Buffalo Grove("Buffalo Grove"and/or"Village")and the Buffalo Grove Park District ("Park District")and jointly referred to as"Parties". WHEREAS, the Parties previously entered into an Intergovernmental Agreement Between the Village of Buffalo Grove and the Buffalo Grove Park District Regarding Village Contributions to Park District Capital Projects dated , 2023; and WHEREAS, the Park District is seeking improvements to the existing Mike Rylko Park located at 1000 Buffalo Grove Road, Buffalo Grove, Illinois, ("Property"); and WHEREAS, the Property will be improved with a new outdoor amphitheater, covered stage and facilities, and an outdoor Pavilion ("Pavilion") ("Project"), exclusive of the plan for an improved Spray `n Play and playground, as depicted on Exhibit A; and WHEREAS, the Park District will be responsible for design, construction and financing of the Project;and WHEREAS, pursuant to the terms in Section 3 of this Agreement,the Village desires to contribute to the Project, an amount not to exceed$600,000. 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: Section 1. Incorporation of Recitals The Recitals of this Agreement are hereby incorporated by reference into this Agreement as if fully set forth herein. Section 2. Park District Obligations A. The Park District will design and construct an outdoor amphitheater with terraced lawn seating, covered stage and facilities substantially in accordance with Exhibit A. B. The Park District will design and construct an outdoor Pavilion able to accommodate not less than 244 seats underthe Pavilion on a hard and ADA accessible surface. C. The Project will inc�ude trail and pedestrian facilities connecting the amphitheater and pavilion, as well as connecting facilities to existing parking and driveway access points. D. The Park District's commitment will be$3.18 million toward the Project, exclusive of any costs borne by the Park District to improve the Spray `n Play Park and construction of a new playground. 1 E. The Park District shall comply with any and all applicable Federal and State Laws, including but not limited to the Prevailing Wage Act and public bid procedures. F. The Park District shall extend a benefit to all Buffalo Grove residents, allowing use of the pavilion rental and/or Spray and Play facility rental, at the same in-district rate for residents within the boundary of the Buffalo Grove Park District. This benefit sunsets after the term of this agreement in Section 5. Section 3. Village Obligations A. The Village will contribute $600,000 ("Village Contribution") to the construction of the Project. The Village Contribution may,at the Village's discretion,be deposited into a single order escrow controlled by the Village and to be paid as follows: 1. $100,000 upon approval and execution of this Agreement between the Parties; 2. $300,000 upon the award of bids by the Park District for the Project; 3. $150,000 upon 90% percent completion of the Project based upon the awarded contractor's schedule and/or schedule of values;and 4. $50,000 upon the issuance of a final certificate of occupancy for the Project. B. In the event the Park District fails to perform on it obligations outlined in Section 2 and Section 4 of this Agreement, any portion of the Viliage Contribution already paid to the Park District shall be reimbursed to the Village by the Park District and the Village shall have no further financial obligation to the Project. Section 4. Mutual Obligations A. Assuming no significant delays occur outside of the Park District's control,the project,exclusive of the Spray'n Play and Piayground,will be substantially complete(temporary certificate of occupancy shall have been issued)and ready for use for the Buffalo Grove Days 2024 festival. B. For and in consideration of the Vil�age's Contribution to the Project, the Park District shall grant the following to the Village: 1. Use of the Property and its facilities annually for the Buffalo Grove Days Festival,substantially in conformance with any and all agreements between the parties and without charge or reimbursement; 2. Use of the pavilion shelter without charge or reimbursement other than contracted services provided by the Park District for up to five (5) Village events annually, to be scheduled in advance(at least 90 day notice preferred) and upon a mutual�y agreeable schedule; 3. Naming rights to the Pavilion, subject to majority approval of the Village Board and concurrence by the Park District; 2 i. Should the Village elect to exercise its naming rights for the Pavilion, it shall bear the cost to furnish and maintain any signage affixed to the structure. Signage will be subject to Park District approval for branding. ii. The naming rights do not sunset at the term of the agreement, but remain as long as the Pavilion remains at the site. C. The Park District and Village agree to promote both entities in announcements, marketing materials or promotions that highlight the Project,its benefit to the community or financial contributions to the P roject. D. The Village agrees to cooperate with the Park District to obtain any and all zoning, licensing,regulatory or other approvals in pursuit of completion of the Project. a. Permit fees and Developer Improvement Fees will be calculated based on Village Ordinance 2004-34,An Ordinance Amending Chapter 3.04,Waiver of Fees,of the Village of Buffalo Grove Municipal Code, including Exhibit A. Section 5. Term A. This Agreement shall be in full force and effect for five (5) years from the date of execution by the Parties. Section 6. Cooperation A. 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 terms 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. Section 7. Waiver A. 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 8. Default/ereach 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 3 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 9. Notices A. 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 (cj on the business day following the day such notice or other communication is sent by reputable overnight courier,to the following: If to the Village: Village Manager Village of Buffalo Grove 50 Raupp Boulevard Buffalo Grove, IL 60089 lf to the Park District: Executive Director Buffalo Grove Park District 530 Bernard Drive Buffalo Grove, IL 60089 Section 10. General 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. Section 11. Amendments/Entire Agreement A. 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 of the parties regarding the matters addressed in the Agreement, and supersede any prior agreements or representations. 4 Section 12. Assignment A. This Agreement shall not be assigned by either party without the express written consent of the other pa rty. Section 13. Severability A. 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, subsections,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 pa rty. Section 14. Effective Date A. The Effective Date of this Agreement shall be upon execution by the Parties. Section 15. Termination A. This Agreement shall terminate upon the expiration of the term set forth in Section 5 above, or upon mutual agreement, of the parties. Section 16. Choice of Law A. This Agreement shall be governed by the laws of the State of Illinois.The Circuit Court of Cook County, Illinois,shail have jurisdiction over any disputes arising under this Agreement,and each of the Parties hereby consents to such Court's exercise ofjurisdiction. Section 17. Authority to Execute A. 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. Section 18. Titles A. The headings and titles of this Agreement are for convenience and shall not influence the construction or interpretation of this Agreement. 5 IN WITNESS WHEREOF,the Parties hereto have executed this Agreement on the dates as set forth below. BY: �� Date: a 3�v��Z a 2? Village Manage Village of Buffalo Grove ATTEST:_�:� q�ti1''l. �i,t,��'v'u� Village Clerk BY: � Date: � a� �3 Executive D rector Buffalo Grove Park District ATTEST: Secretary 6