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2016-16 05/16/2016 RESOLUTION NO. 2016 - 16 A RESOLUTION APPROVING AN INTERGOVERNMENTAL AGREEMENT FOR THE OPERATION OF THE BUFFALO GROVE DAYS FESTIVAL WHEREAS, the Village of Buffalo Grove is a Home Rule Unit pursuant to the Illinois Constitution of 1970; 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 goverm-nent 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 the by law or ordinance; and WHEREAS, the Intergovernmental Agreement Cooperation Act, 5 ILCS 220/1 et se ("Act"), authorizes its of local goverrunent to exercise jointly with any public agency oft e 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 annually hosts a summer festival entitled "Buffalo Grove Days"; and WHEREAS, the Village and Park District have had ongoing discussions pertaining to establishing Mike Rylko Park as the permanent location for Buffalo Grove Days, and WHEREAS, the Village and the Park District have agreed that it is in their community's best interests to enter into the Intergovernmental Agreement for the Operation of the Buffalo Grove Days Festival. NOW THEREFORE BE IT RESOLVED 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 incorporated herein and made a part of this Resolution, SECTION 2. The attached Intergovernmental Agreement for the Operation of the Buffalo Grove Days Festival is hereby approved and the Village Manager, or his designee, is authorized and directed to execute said Agreement and take all actions as are necessary to effectuate the terms of said Agreement. SECTION 3. This Resolution shall be in full force and effect from and after is passage and approval as provided by law. AYES: 6- Berinaii, Trilling- Stein, Ottenheinier, Wcidenficl(L Johnson NAY ES: 0 - one ABSENT: 0 - one PASSED: Mav 16, 2016. APPROVED: Mav 6, 2016. APPROVED: i- 01 Beverly Su I-naii,Village I ATTEST: lx� Jana-A Sirabian, Village Clerk #663320 2 04/20/2016A VVGR #6637S7 |0TERGOVER88E0TALAGREE8AEMT FOR THE OPERATION OF THE BUFFALO GROVE DAYS FESTIVAL THIS INTERGOVERNMENTAL AGREEMENT ("Agreement") is entered into this 1�S_ of 2016 by and between the Village of Buffalo Grove ("Buffalo Grove" and/or "Village") and the Buffalo Grove Park District("ParkDiutrict")and jointly referred tuoy"Partieu". WHEREAS, Buffalo Grove is a home rule municipality pursuant to Article V||, 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 orConstitutional provision; and WHEREAS,the Buffalo Grove Park District is a unit of local government organized under the Park District [u6e (70 |L[S 2205 et seq.) and, as such, may exercise any power and perform any function related to its government and affairs; and WHEREAS, Article V||, Section 10 of the Illinois Constitution of 1870 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 |LCS 220/1 et seci. ("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 unit of local government individually, and to enter into agreements for the performance of governmental services,activities or undertakings;and WHEREAS, the Village annually busts m summer festival entitled "Buffalo Grove Days" (the "Festival"), constituting six days beginning the Wednesday before Labor Day and concluding upon Labor Day;and WHEREAS, the Village and Park District have had ongoing discussions pertaining to establishing Mike Ry|ko Park mothe location ("Festival Si\e")for Buffalo Grove Days; and WHEREAS, the Village and the Park District wish to promote a spirit of cooperation to provide for u contiguous parcel upon which Buffalo Grove Days may 6e held;and WHEREAS,this Agreement is not intended to create or imply a joint function,joint venture,or joint enterprise between the Village and Park District;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 aafollows: Section 1' Incorporation of Recitals The Recitals of this Agreement are hereby incorporated by reference into this Agreement as if fully set forth herein. l Section 2. Festival Site Mike Ry|ko Park, 1000 North Buffalo Grove Road, shall 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 totime, amend the she layout plan, upon concurrence by the Village Manager and the Executive Director of the respective agencies. Section 3. Setup and Teandowm A. The Village shall be responsible for all setup and temrdown activities pertaining to its sponsorship of the Buffalo Grove Days Festival and asa result of the use ofthe Festival Site. B. The Perk District shall permit Village crews (including but not limited to Police, Fire, Emergency Management Agency, Public Works, Community Development), vendors serving the Festival (including but not limited to carnival,tents, portable restrooms, signage, utility services and others) and Buffalo Grove Days volunteers to setup Festival accommodations not less than one week prior tothe beginning of Buffalo Grove Days. C. The Park District shall be responsible for setup and teardom/n activities pertaining to its sponsorship of Park District programs and events mnthe Festival Site. The Village will be responsible for managing restrictions pertaining to exclusive use ofthe Buffalo Grove Fitness Center. 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 District personnel to review the location and placement of all temporary structures, 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 10 the Village and Buffalo Grove Days Committee. Said representative shall have the authority to provide guidance and direction to the Village nn matters pertaining to the Festival Site. F. The Village shall be responsible for the restoration, repair and replacement of any Park District facilities due to damage caused by its negligence or any damage done to Park District facilities during the hours ofBuffalo Grove Days Festival by individuals attending the Festival, vendors, and Affiliates (my defined below) beyond normal wear and tear. The Village shall fully and promptly reimburse the Park District for all costs and expenses incurred by the Park District in repairing and/or remedying said damage. Notwithstanding the provisions of Exhibit 8, paragraph E, the Village shall not be responsible for or bear liability for damage 1ofacilities or equipment beyond the Village's control, caused by acts ofnature, acts of terrorism or acts ufa criminal nature caused by other parties. G. The Village shall complete all teardovvn activities within one week of the closure of the Buffalo Grove Days, including the removal of any equipment, stockpiles or materials. The Village will make its best efforts not to delay other Park District scheduled programs or events in completing tearclown activities, provided that the delay is within the direct control of the Village. H. In the event of circumstances beyond the Village's control that prevent completion of specified duties within the designated time frames set forth in this Agreement the Village shall be allowed extra time to complete said duties. 2 Section 4. Festival Management and Operation A. The Village shall be responsible for the orderly operation, supervision and management mf Buffalo Grove Days ot all times and mhoU appoint a "Festival Manager" who shall serve as the primary point nf contact for the Park District. Q. 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 Ry|hu 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,except as enumerated in Section 4.0 of this Agreement. C. The Park District shall issue necessary approvals to permit the sale and consumption of alcoholic liquor on the Festival Site during the event, which any subject to restrictions governing the sale and consumption of liquor as required in the Village's municipal code. D. Buffalo Grove Days shall generally run from 9:OUAK8to2:UOAK8daily. The Park District may extend hours mf operation upon reasonable request. E The Festival Manager 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 Festival Manager. The Park District grants authority to security personnel 1noccupy the Festival Site before,during and after the event for the purpose of providing general security. G. The Park District xhoU permit the Village to operate permanent freestanding and building mounted exterior lighting units during the event, as well as to allow additional temporary lighting aoneeded. H. The parties acknowledge that Buffalo Grove Days requires the provision of staging, light and audio equipment tu facilitate live performances. The parties covenant to work cooperatively tusite and operate the concert sta0e(s). |. The Village desires to provide temporary sewer and water connections for nestrummn 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 the Festival site. K. The Park District shall make all reasonable efforts to repair areas of the Festival Site damaged by normal wear and tear and as a direct result of the Buffalo Grove Days Festival,to include re- seeding turf areas where sufficient grass cover no longer exists. At the completion of the Festival, Village and Park District Staff will review the site and come to an agreed upon scope of restoration work to be completed. The Village will reimburse the Park District for labor & materials associated with the 3 restoration. The Village shall not be held responsible to maintain or mitigate soil compaction as a result of the use of the Festival Site. L. 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 Emergency Management Director. Facilities shall include the Buffalo Grove Fitness Center, Spray 'n Play building and the Golf & Sports Center permanent building. The Village shall establish a written emergency evacuation plan for the Festival in case of inclement weather. The VU|oQe shall provide copies of said plan to all persons associated with the operation of the Festival. The Village is responsible for compliance with the emergency evacuation plan, monitoring weather conditions and determining whether the Festival should be suspended or cancelled due to inclement weather or other cause. M. The Park District acknowledges that the Village and its Affiliates (including but not limited tothe Buffalo Grove Lincolnshire Chamber ofCommerce, Rotary Club of Buffalo Grove and certain not-for-profit organizations, et ai)(Affi8ates) sell sponsorship and advertising from time to time tm offset Buffalo Grove Days costs. The Park District permits the Village and its affiliates to erect signaQe recognizing corporate event and program sponsors during Buffalo Grove Days and within the Festival Site. All xignagevviU be reviewed with the Park District to ensure proper placement and to minimize interference with existing site/facility signoge. N. The Village shall be entitled to operate a carnival upon the Festival Site, to be located within the paved parking areas, bya carnival operator having a legal business entity, liability insurance and reasonable coverage deemed sufficient by the Park District. The Village shall not bear liability for damages caused by acts of negligence by the carnival operator. U. The Village is responsible for determining whether the grounds are safe, suitable, and appropriate for any ofits intended Festival activities. Once set-up begins, the Village certifies that it has inspected the grounds and further certifies that the grounds are safe for conducting the Festival. The Village shall take all reasonable measures to protect volunteers, staff, participants, spectators, visitors, guests, officials, etc., from known safety hazards or potential risks. The Village shall promptly advise the Park District of any known safety hazards or potential dangerous conditions and shall work together tu vemediatm said hazards. P. The Village shall have the xn|e responsibility and authority for contracting with the Festival vendors and exhibitors, and shall determine the fees to be charged to the Festival vendors and exhibitors. Park District reserves the right to inspect (but shall not be required to conduct any inspections), the operations of any and all Festival vendors and/or exhibitors prior to and during the Festival with respect to their compliance with this Agreement Q. The Village shall require all Festival vendors and exhibitors nfthe Festival to have the appropriate |icenses/permits. R. The Village recognizes that the event will be operating on Park District grounds which is o no smoking campus under Park District Ordinance O5-7'1. 4 Section S. 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 years 2O16, 2U17 and 2Ol8. B. The parties may extend this agreement upon mutual agreement. Section 6. Mutual Indemnification A. The Village shall provide to the Park District a Certificate of Insurance conforming to the 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 e Certificate of Insurance with the insurance requirements provided in Exhibit 8 below and shall also name the Village of Buffalo Grove and the Buffalo Grove Park District as an additional insured thereon. At the Village's discretion, the Village may determine that some or all of the requirements imposed upon not-for-profit entities in this subsection are not required. If the Village makes such a determination, the Village's insurance coverage of the Buffalo Grove Park District shall remain in effect. 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 actions, costa, expenses, damages and liabilities tothe 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 Perk District or its appointed and elected officers and officials, agents, volunteers and/or employees under the provisions of the Illinois Local Government and Governmental Employees Tort Immunity Act,or that are otherwise available to local governments 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 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 terms of this Agreement. The parties agree to do all things reasonably necessary or appropriate 1u carry out the terms, provisions and objectives of this Agreement. 5 Section& 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. DefauHlBneach and Remedy A. The failure or refusal by either party to comply with any of its obligations shall constitute e default under this Agreement. B. if 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 24 hours 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 24 hours and thereafter proceed with reasonable diligence and in good [aiUi Lo 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 ofsuit or attorney's fees. Section 10. Notices. All notices, demands or other writings in connection tu this Agreement shall be in writing and ahm|| 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: /ftm the Village: Village Manager Village mf Buffalo Grove 5DRouppBoulevard Buffalo Grove, |L6OO89 /fb»the Park District: Executive Director Buffalo Grove Park District 53O Bernard Drive Buffalo Grove, |L6OO89 6 Section 11. General A. This Agreement shall be binding on each party and its respective successors, including successors inoffice. R. 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. AmnemmhmemtslEntireAgmrenment 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 |mvv. 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 This Agreement shall not be assigned by either party without the express written consent of the other party. Section 14. Samemmbilhty The terms, conditions, and provisions of this Agreement shall be severable, and if any term, condition, or provision is found to be invalid nr 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 party. Section 15. Effective Date 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 10 participate and receive the benefits contained in the Agreement shall immediately terminate and the withdrawing party shall still be obligated to cure the default. 7 Section 17. Choke 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 ofjurisdiction. Section 18. 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. Section 19. Titles The headings and titles of this Agreement are for convenience and shall not influence the construction orinterpretation of this Agreement. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the dates msset forth be|ovv — / BY: Date: /LZ.'/� Vi lagei-Wanager Village of Buffalo Grove ATTEST: _ Village Clerk 8Y: Date: 44JI(P Executive birector Buffalo Grove Park District EXHIBIT A—Festiva I Site Buffalo Grove Days Proposed Site 1 OEERFMLD PKWY 1 r I EVACUATION AREA"A" sl�ti �n:eriainman: $8.;7 Cr,�ierpa ���YYY J wlakn a� EVACUATION AREA V Fmd lent ! SuElnel_ s�gz" �,b'�-aalery --A _ _� 1 f �� carnival L J ! r EVACUATION AREA"C" /' J � J � Parking 1 0 trg ;36 460 ^.PD EXH|B[TB—ParkDbthc Insurance Requirements Insurance and Indemnification 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 Insurance Village shall maintain commercial general liability(CGL}with contractual liability coverage with a limit of$1,000,000 combined single limit per occurrence for bodily injury and property damage and $1.ODO. 00O 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 ho the terms, obligations and conditions thereof, am respects liability arising out of the use of the Festival Site as provided under this Agreement. B. Business Auto Liability Insurance If applicable, Village shall maintain business auto liability with a limit of not less than $1,000,000 combined single limit per accident for bodily injury and property damages. C. Workers'Compensation Insurance The Village employees providing services byoron behalf of the Village shall be covered bythe Village's Workers' Compensation coverage with statutory limits and Employers Liability coverage with limits of$5OO.QDD per accident. Q. General Insurance Provisions a. Acceptability of Insurers The Park District hereby acknowledges that the Village has liability coverage through the Intergovernmental Risk Management Agency(''|R(NA^). The Park District agrees that the liability coverage provided by IRMA is acceptable for the purposes of this Agreement. The Village retains the right to have an alternate insurance carrier subject to the consent of the Park District,which consent shall not be unreasonably withheld. b. Evidence mfInsurance Prior to using any Park District facility, Village shall furnish Perk District with m oertifioaba(e) ofcoverage executed hya duly authorized representative of|RMA. showing compliance with the insurance requirements set forth above. Should the Village terminate its participation in |Rk8A prior to the termination of this Agnsement, written notice thereof will be sent by first u|eoa mail to the Park District at the address indicated in Section 10 above. Hovwsver,failure to mail such notice shall impose no obligation or liability upon the Village or|RK8A. Failure of Park District to demand such certifivate, endorsement or other evidence of full compliance with these insurance requirements or failure of Park District to identify a 10 deficiency from evidence that is provided mho]| not be construed as a waiver of Village's obligation bo maintain such insurance. Park District shall have the hght, but not the ub|igetion, to prohibit the Village from occupying the Festival Site 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. Additional Insured Pork District eho|| be included as an additional insured under the CGL. using ISO additional insured endorsement CG 20 28 or a substitute providing equivalent coverage from an intergovernmental risk poo|, and under the commercial umbrella, if any. This insurance oho|| apply as primary insurance with respect to any other insurance orself-insurance afforded to Park District. F. Vendors All Festival vendors ahe|| 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 Festival to maintain commercial general liability insurance, naming the Park District and the Village as additional insured pursuant to the terms and conditions set forth in Section 63. of the Agreement. The Vendors insurance ohoU be primary insurance with respect to any other insurance or self-insurance afforded to the Park District orVillage. Any insurance or self-insurance maintained by the Pork District or Village shall be in excess of the Vendor's insurance and shall not contribute with it. 11