MASTER AGREEMENT BETWEEN CHICAGO PARK DISTRICT AND THE CHICAGO PARKS GOLF ALLIANCE ?[14 THIS MA TER AGREEMENT (the ?Agreement?) is made and entered into 2016 by and between the CHICAGO PARK DISTRICT (the ?Park District or a unit of local government, and the CHICAGO PARKS GOLF ALLIANCE (the an Illinois not-for?proflt corporation with tax exempt status under Internal Revenue Code Section 501(c)3. The Park District and the CPGA are sometimes referred to herein as the ?Parties?. Recitals A. The Park District is a municipal corporation and a unit of local government organized and existing under the laws of the State of Illinois. B. The Park District is the owner of properties and buildings with golf courses and driving ranges (the ?Courses?) for the use, recreation and enjoyment of the public, including, but not limited to Jackson Park (?Jackson?) and South Shore Cultural Center (?South Shore?). C. The CPGA is an Illinois not-for-pro?t corporation founded in 2015 made up of certain citizens and advisory groups which seeks private investment to further the preservation, restoration, and improvement of Courses by generating public and private support for the full funding of capital improvements to create a world class gol?ng experience at the Courses and generating public and private support for the funding and management of community golfing programs. Collectively, these activities comprise the mission of the CPGA Mission?). The Park District has determined that the Mission is necessary, essential and appropriate. D. The Park District is authorized under Article 7, Section 10 of the Illinois Constitution of 1970 to contract or otherwise associate itself with individuals, organizations or associations in a manner not prohibited by law to carry out activities related to the functions of the Park District. E. The CPGA has among its powers, the authority to contract with the Park District and third parties to perform the undertakings described herein. Agreements NOW, THEREFORE, in consideration of the recitals, covenants and terms and conditions contained herein and for other good and valuable consideration, the receipt and suf?ciency of which is hereby acknowledged, the Parties hereby agree as follows: 1. Term. The term of the Master Agreement shall be for a ten (10) year period commencing on December i 5 2016 and continuing through and including December LC 2026 2. Basic Operating Premises. The Parties acknowledge and agree to the following: The Park District shall maintain its existing authority over the Courses, which shall be exercised in a good faith spirit of cooperation with the CPGA, and the Park District shall maintain responsibility for decisions governing the Courses. The CPGA intends to raise funds to further the preservation, restoration and improvement of the Courses and associated community golf programs. The CPGA has the authority to raise funds in the name of the preservation, restoration, and improvement of the Courses and associated community golf programs The Parties will collaborate on the use of funds raised for the Park District by the CPGA such that the use will be consistent with Park District goals and priorities, including the Jackson Park Framework Plan (of 2001, as amended from time to time by the Park District) (the ?Framework Plan?), provided, however, that the use of funds raised for the Park District shall at all times be subject to any restrictions and conditions on funds, contributions and grants as shall have been mandated or required by the donors, grantors and transferors of such funds to the CPGA. 3. Projects. The Park District and CPGA hereby agree to collaborate on projects which may include improvements to the Park District?s Golf Facilities. The CPGA will work with a mutually agreeable golf course architect to propose improvements to the Courses and present Master Plans for the Park District?s approval. The Park District has ?nal approval over improvements or modi?cations to the courses. Following such approval (including the incorporation of changes and revisions to said Master Plans proposed by the Park District), Master Plans shall be added to this agreement within Exhibit A. The CPGA intends to seek third party funding for the implementation of agreed upon Master Plans. The CPGA shall be the sole fundraising entity for the projects described in this subparagraph and shall work in partnership with the Park District for the fundraising, implementation and construction of agreed upon Master Plans. The Park District and CPGA will immediately focus on the South Shore and Jackson Park Golf Courses upon execution of this agreement. Speci?cally, the areas of Jackson Park to the South of Hayes Drive and the entirety of the South Shore Cultural Center have been identi?ed for potential golf restoration and improvements. This Agreement does not extend to, and speci?cally excludes, the Obama Presidential Library, the Museum of Science and Industry, Chicago harbor system, and Park District concession (except as such concessions shall be speci?cally limited or restricted hereunder). Subject to the provisions of Section 5 of this Agreement, CPGA shall raise funds for the purpose of upgrading the courses. Upon approval of any Master Plans (as referenced in subsection the CPGA shall provide timelines and cost estimates to be added within Exhibit of this Agreement. The timelines and cost estimates shall also detail the fundraising goals to be met by the CPGA. The Park District shall, upon the CPGA meeting 50% of the fundraising goals for any mutually agreeable project in Exhibit B, enter into a separate Development Agreement (?Development Agreement?) which shall detail the roles and responsibilities of the CPGA toward the completion of the Courses, which shall be attached as Exhibit at a future time, and fully incorporated into this Agreement. The CPGA shall also represent the Park District regarding the scheduling and recruitment of noteworthy and prestigious golf events which will showcase the newly restored Courses, as well as provide economic and cultural bene?ts to the residents of Chicago. 4 Exclusivity. Throughout the term of this Agreement, the Park District agrees that it shall not contract or af?liate with any business or entity other than the CPGA for the purpose of raising funds for its Courses, or planning the design, construction and development of the Courses. 5. Finances. Purpose. CPGA shall use any funds raised for administration, fund-raising, operating costs, those purposes described herein and all activities related to the Courses. Tax Exempt Status. CPGA hereby certi?es that it is tax-exempt under Internal Revenue Code Section 501(c)3 and is registered with the appropriate Illinois authorities. Accounting. CPGA shall provide Park District with a copy of its annual report and annual ?nancial statements, (including the actual expenses, cash balance and projected expenses) when requested by the Park District. Said annual reports shall describe all fundraising, operations and work done during the previous year. Audits. Park District shall have the right to audit the financial records pertaining to the Operations within the scope of this Agreement, no more frequently than once per year. Permit Fees All permits and permit fees shall be waived for CPGA events and programs which benefit the Courses, including tours, educational programs, and fundraisers. The CPGA shall submit permit requests to the Park District for any event that requires sound amplification or alcohol and said permit fee may be waived by the Park District. Rental Fees. Rental fees for holding events or programs at Park District buildings and sites may be waived for CPGA events and programs including Course tours, public educational programs, and fundraisers. The CPGA shall submit rental requests in advance to the Park District. Work Space. In furtherance of the mission, the Park District will provide work Space for a minimum of four (4) staff members of the CPGA within the the general vicinity of the Courses with rental fees waived. Pending availability, the CPGA may also submit requests to use meeting spaces and rental fees may be waived. Escrow. All fundraising proceeds raised for the planning, engineering, construction and other directly related costs shall be deposited into an escrow account held by a title company agreeable to both parties. Disbursements from the account shall be only upon the production of invoices, and shall require the signatures of both parties to disburse any funds. Practical operation of the escrow account shall be further detailed in the Development Agreement. Minority and Women Owned Business Enterprise Program Requirements. CPGA agrees to abide by dollar amount goals of 25% total contract value for Minority Owned Businesses and 5% total contract value for Women Owned Businesses. Reporting for the program shall be more fully detailed in the future development agreements attached as Exhibit C. 6. Notices. Notice. All notices pursuant to this Agreement shall be made via certi?ed mail to the following addresses: If to the Park District: General Superintendent Chicago Park District 541 N. Fairbanks Court Chicago, IL 60611 with a c0py to: General Counsel Chicago Park District 541 N. Fairbanks Court Chicago, IL 60611 If to the CPGA: Chicago Parks Golf Alliance 1359 N. Noble Street #201 Chicago, IL 60642 with a copy to: Winston Strawn LLP 35 W. Wacker Drive Chicago, IL 60601 Attention: Michael Bergerson Terri Soni 7. Insurance. CPGA shall carry the insurance required by the Park District where applicable, and detailed on Exhibit D. 8. Termination. The Park District shall have the right to terminate this Agreement and all other agreements that CPGA or any af?liate of CPGA has with the Park District?upon sixty (60) days? prior written notice to CPGA upon the occurrence of any one of the following conditions or violations and failure to cure same within said sixty (60) day period: Any failure to comply with any of the material terms contained herein (including, without limitation, any provisions of the Park District Code?or Park District Rules or Regulations) which have been provided to the CPGA in writing. The abandonment or discontinuance of the operation for one (1) month of required operation, subject to extension for force majeure events. (0) Failure of the CPGA to obtain and maintain in force the insurance required by the Park District pursuant to Section 7 of this Agreement. A material violation by CPGA under this or any other agreement with the Park District. If the Park District reasonably determines that conduct is grossly negligent in the performance of its duties under this agreement. If, following the occurrence of any of the conditions or violations as stated above in this Section 8, CPGA shall fail to cure same within 60 days of receiving noti?cation of the violation, the Park District will have the right to terminate the violated agreement or all of the agreements CPGA has with the Park District. Failure to exercise, or a decision on the part of the Park District not to exercise this right will not be deemed as a waiver of this right, nor will it be interpreted as a consent or a waiver of those violations. 9. Early Termination. In addition to termination under the events of default in Section 8, the Park District may terminate the Agreement at any time by written notice from the Park District to CPGA. The effective date of termination will be ninety (90) days from the date the notice is received by CPGA or the date stated in the notice, whichever is later. In addition, CPGA may terminate the Agreement at any time by written notice from CPGA to the Park District. The effective date of termination will be ninety (90) days from the date the notice is received by the Park District or the date stated in the notice, whichever is later. CPGA must include in its contracts with subcontractors an early termination provision in form and substance equivalent to this early termination provision to prevent claims against the Park District arising from termination of subcontracts after the early termination of this Agreement. CPGA will not be entitled to make any early termination claims against the Park District resulting from any subcontractor?s claims against CPGA or the Park District to the extent inconsistent with this provision. If the Park District's election to terminate the Agreement for default under Section 8 of this Agreement is determined in a court of competent jurisdiction to have been wrongful, then in that case such termination is to be considered to be an early termination under this Section 9. In the case of Termination under the provisions of either Sections 8 or this Section 9, all monies raised which have not been spent shall be returned to their respective donors on a pro-rata basis according to funds already expended within 30 (thirty) days of ?nal termination of the Agreement. 13. Miscellaneous. De?nitions. Unless otherwise de?ned herein, any de?ned term used herein shall have the meaning as set forth in the Master Agreement. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which when taken together, shall constitute one instrument. Authority. The person(s) executing this Agreement are the duly authorized representatives of the Park District and the CPGA with the full power and authority to execute and deliver this Agreement and all necessary internal approvals have been obtained authorizing the execution and delivery hereof. Governing Law. This Agreement and all provisions hereof shall be governed by and construed in accordance with the laws of the State of Illinois. Media. The CPGA may promote its organization, events and programs only upon approval by the Chicago Park District. Media releases and press events related to joint programs such as the capital improvement projects as outlined in this agreement?shall be reviewed and approved by the Park District Department of Communications, whose approval shall not be unreasonably withheld, delayed or conditioned. The Park District acknowledges, however, that the golf events referenced in Section as well as the involvement of professional golfers and industry leading golf course architects, will likely garner media coverage as news stories independent of the CPGA. Such news coverage is hereby differentiated from the media releases and press events referenced in this section, and will not constitute a breach of this agreement by the CPGA. Use of Park District logos, trademarks or other intellectual property must be approved by the Park District Department of Marketing, whose approval shall not be unreasonably withheld. Member of the CPGA Board. The Park District shall exercise its reasonable efforts for the duration of this Agreement and any extensions or modi?cations thereof, to maintain one (1) Member to the Board of Directors. The designation of the Member shall be solely by the Park District . Permits and Registrations. The CPGA shall be solely responsible for obtaining any necessary permits from applicable City of Chicago, Cook County, or State of Illinois -6- agencies or departments necessary for their Operations, and shall keep all applicable registrations current and in effect. Neither Party shall assign any of its rights or obligations hereunder without the prior written consent of the other Party. IN WITNESS WHEREOF, the undersigned: have caused this Agreement to be executed as of the day and year ?rst above written. CHICAGO PARK DISTRICT, an Illinois unit of local government By: K614 Michael Kelly General Superintendent and CEO I i x? C1rw Li A +13 wSecretary CHICAGO PARKS GOLF LLIANCE, an Illinois not-for-pro?t corporation Mark Rolling . Director By: EXHIBIT LIST Exhibit - Master Plans Exhibit Project schedules, Cost estimates, and Fundraising Calendars. Exhibit Development Agreements Exhibit Insurance Requirements EXHIBIT MASTER PLANS -10- EXHIBIT PROJECT SCHEDULES, COST ESTIMATES, AND FUNDRAISING CALENDARS. . . . iDescrIption . - .. 'Anticipated.Timeline CPGAFundraisIrIg 699's] South Shore Golf Course Restoration May 2017 - September 20185 10,000,000 II .. . E5 . -11- EXHIBIT DEVELOPMENT AGREEMENTS (to be attached) -12- EXHIBIT INSURANCE REQUIREMENTS CPGA shall procure and maintain during the duration of this Agreement insurance for injury to persons or damage to property, which may arise out of or in connection with the performance of the work or the operation of the concession by the CPGA, its agents, representatives, employees, contractors or subcontractors. The Park District reserves the right to reasonably change these provisions at any time upon the issuance of reasonable notice to the CPGA. A. Minimum Scope of Insurance: 1. General Liability: $1,000,000 combined single limit per occurrence and $2,000,000 in the aggregate for bodily injury, personal injury, product liability and property damage. Workers' Compensation and Employer's Liability: Coverage A - Statutory Coverage - Not less than $500,000 per accident (employer's liability) Automobile Liability: $1,000,000 combined single limit per occurrence. Property All Risk coverage: 100% of the replacement cost of any property which CPGA owns or leases in the direct or indirect exercise of its rights and obligations under this Agreement. Any other insurance, which the Park District or its agents may from time to time require. Other Insurance Provisions: 1. The policies required to be maintained hereunder are to contain the following provisions in this Section. All liability coverage shall name the Chicago Park District as additional insured on a primary and non-contributory basis, and such additional parties as may be required as a result of the location of the Area (for example, for a Area located at the grounds of a museum, such museum shall designate the required additional insureds). 3. The insurer must waive all rights of subrogation against the additional insured. -13- 4. Insurance is to be placed with an insurer with ?Bests? insurance rating of no less than A-VII. Prior to entering upon the CPGA's Area or conducting any activity by the CPGA pursuant to this Agreement, CPGA shall submit to the Chicago Park District Director of Risk Management and certi?cates evidencing all required insurance policies or, until such policies are issued, certi?cates of insurance evidencing the liability coverage and evidence of property insurance detailing the required property insurance. If the Park District deems it advisable, in its reasonable discretion, at any time during the Term of this Agreement, such party may change the type of or increase the amounts of insurance CPGA is required to maintain pursuant to the terms hereof. If the CPGA creates an exposure not covered by the foregoing requirements, the nature of that exposure must be disclosed to, and pre-approved by, the Park District Director of Risk Management. -14-