===== PDF PAGE 44 =====
[Extraction: OCR (rendered-page OCR)]
CITY OF WEST CHICAGO
CITY COUNCIL
AGENDA ITEM SUMMARY
ITEM TITLE:
AGENDA ITEM NUMBER: __ !0-4.
Reimbursement Agreement
Sesquicentennial Park Irrigation System FILE NUMBER:
Ball Horticultural Company
COMMITTEE AGENDA DATE: N/A
Resolution #23-R-0028 COUNCIL AGENDA DATE: March 20, 2023
STAFF REVIEW: Tom Dabareiner, AICP SIGNATURE Maps ors
APPROVED BY CITY ADMINISTRATOR: Michael SIGNATURE g Lia.
Guttman
ITEM SUMMARY:
Ball Horticultural Company, a preeminent international business with its headquarters located in West
Chicago, is celebrating its 100 year anniversary as a firm. As part of its celebration the company wishes
to voluntarily landscape the City’s Sesquicentennial Park. To assure that the plantings remain viable
and attractive, it was determined that an irrigation system must be installed. Ball has agreed to design
and install an irrigation system that fits its landscaping plans but seeks reimbursement for this work.
A draft Reimbursement Agreement was prepared and already signed by representatives from Ball. The
attached Resolution No. 23-R-0028 would authorize the Mayor to sign the Agreement. Staff recom-
mends approval of the Resolution.
ACTION PROPOSED:
Authorize the Mayor to execute the proposed Reimbursement Agreement.
COMMITTEE RECOMMENDATION:
This item did not go to a committee.
Cc: Resolution W/ Reimbursement Agreement

===== PDF PAGE 45 =====
[Extraction: OCR (rendered-page OCR)]
RESOLUTION NO. 23-R-0028
A RESOLUTION AUTHORIZING THE MAYOR TO EXECUTE A REIMBURSEMENT
AGREEMENTWITH BALL HORTICULTURAL COMPANY INC. FOR THE DESIGN AND
INSTALLATION OF AN IRRIGATION SYSTEM SERVING SESQUICENTENTIAL PARK
BE IT RESOLVED by the City Council of the City of West Chicago, in regular session
assembled, that the Mayor is hereby authorized to execute a Reimbursement Agreement with Ball
Horticultural Inc. for the design and installation of an Irrigation System serving and within
Sesquicentennial Park in substantially the form attached hereto and incorporated herein as Exhibit
“A”
APPROVED this day of 2023.
AYES:
NAYES:
ABSTAIN:
ABSENT:
Mayor
ATTEST:
Executive Assistant

===== PDF PAGE 46 =====
[Extraction: OCR (rendered-page OCR)]
EXHIBIT A
REIMBURSEMENT AGREEMENT BETWEEN THE CITY OF WEST CHICAGO AND
BALL HORTICULTURAL COMPANY INC. FOR THE DESIGN AND INSTALLATION OF
AN IRRIGATION SYSTEM SERVING AND WITHIN SESQUICENTENNIAL PARK
This Reimbursement Agreement (hereinafter “AGREEMENT”) by and between the City
of West Chicago (hereinafter the "CIT Y”), a municipal corporation with offices at 475 Main Street,
West Chicago, Illinois and Ball Horticultural Company Inc. (hereinafter “BALL”), a corporation
doing business in Illinois with its principal offices at 622 Town Road, West Chicago, Illinois
(hereinafter collectively the “PARTIES”), for the design and installation of an Irrigation System
(hereinafter “PROJECT”) serving and within Sesquicentennial Park (hereinafter “PARK”), is
entered into this @ 4 day of Marz. 2023.
RECITALS
WHEREAS, the CITY is empowered to make all contracts and to undertake other acts as
necessary in the exercise of its statutory powers, pursuant to the Illinois Municipal Code, 65 ILCS
5/2-2-12; and
WHEREAS, the CITY, in order to ensure the public health, safety and welfare, believes
that the PROJECT will further the growth and life of future landscaping within Sesquicentennial
Park located in the CITY; and
WHEREAS, BALL, a premier worldwide horticultural business headquartered in the
CITY, will eventually install landscaping in the PARK, and initiated the design of and will install
the PROJECT using reliable contractors of its own choosing and based on its extensive successful
experience with said contractors, as well as volunteers, to showcase BALL and its commitment to
the CITY; and,
WHEREAS, the PARTIES have determined that it is in the best interests of the citizens of
the CITY and in the mutual interests of the PARTIES to enter in an AGREEMENT for the
PROJECT.
NOW, THERFORE, in consideration of the promises, the mutual covenants, terms and
conditions herein set forth, and the understanding of the CITY and BALL to each other, the
PARTIES do hereby mutually covenant, promise and agree to the AGREEMENT as follows:
1.0 INCORPORATION
1.1 All recitals set forth above are incorporated herein and made part thereof, the
same constituting the factual basis for this AGREEMENT.

===== PDF PAGE 47 =====
[Extraction: OCR (rendered-page OCR)]
1.2 The headings of the paragraphs and subparagraphs of this AGREEMENT are
the inserts for convenience of reference only and shall not be deemed to
constitute part of this AGREEMENT or to affect the construction thereof.
2.0 RESPONSIBILITIES OF THE CITY
2.1 As used herein, the term “PROJECT cost” shall mean all direct costs incurred
by BALL for the design and installation of the PROJECT. PROJECT cost shall
not include BALL employee time dedicated to the PROJECT.
2.2 The CITY shall conduct timely reviews of PROJECT design and inspections
for PROJECT installation and provide any required comments regarding
corrections or changes to the plans or their in-field installation.
2.3 A Building Permit appropriate for the installation of the PROJECT shall be
issued by the CITY at no cost to the PROJECT and on a timely basis.
2.4 The CITY shall reimburse BALL for the PROJECT cost after completion of the
PROJECT to the satisfaction of the CITY as indicated by issuance by the CITY
of a Certificate of Completion (hereinafter “CERTIFICATE”).
2.5 Said reimbursement shall occur within 30 days following issuance of the
CERTIFICATE and also receipt by the CITY from BALL of an acceptable
detailed listing of reimbursable expenditures associated with the PROJECT
costs.
3.0 RESPONSIBILITIES OF BALL
3.1 BALL shall initiate the PROJECT design no later than 30 days following
execution of this AGREEMENT or sooner if already underway, and Plans shall
be submitted for review by the CITY on a timely basis.
3.2 BALL shall supply to the CITY in written form the estimated cost of the
installation of the PROJECT, currently estimate to cost $65,000.00.
3.3 BALL shall not begin installation until or coincident with the time a Building
Permit has been issued by the CITY.
3.4 BALL shall track and maintain a listing of its reimbursable PROJECT costs
associated with the PROJECT and submit the listing to the CITY within 30 days
of receipt of the CERTIFICATE.
4.0 PROJECT TERMINATION
4.1 The PROJECT may be terminated upon any of the following conditions:

===== PDF PAGE 48 =====
[Extraction: OCR (rendered-page OCR)]
4.1.1 In the event plans and review thereof demonstrate that no Irrigation
System can be built to satisfactorily support the proposed
landscaping in the PARK.
4.1.2 In the event that cost to install the PROJECT increases by an amount
greater than 20% of the written estimate.
4.1.3 In the event that either PARTY unreasonably delays one or more of
its contracted tasks resulting in an increase in the cost of installation
of the PROJECT.
4.1.4 Both PARTIES may terminate the AGREEMENT with written
notice and the CITY will not be required to reimburse BALL for any
design work in connection with the PROJECT. Delays caused by
others outside of this AGREEMENT and outside of either PARTY’s
control may not be cause for termination except as demonstrated
above.
5.0 INDEMNIFICATION
5.1 To the extent allowable by law, the CITY shall indemnify, hold harmless and
defend BALL, its officials, officers, employees, attorneys and agents from and
against all liability, claims, suits, demands, proceedings and actions, including
costs, fees and expense of defense, arising from, growing out of, or related to,
any loss, damage, injury, death, or loss or damage to property resulting from,
or connected with the CITY’S negligence or willful acts, errors or omissions in
its performance under this AGREEMENT.
5.2 BALL shall indemnify, hold harmless and defend the CITY, its officials,
officers, employees, attorneys and agents from and against all liability, claims,
suits, demands, proceedings and actions, including costs, fees and expense of
defense, arising from, growing out of, or related to, any loss, damage, injury,
death, or loss or damage to property resulting from, or connected with BALL’S
negligence or willful acts, errors or omissions in its performance under this
AGREEMENT.
5.3 Nothing contained herein shall be construed as prohibiting either PARTY, its
officials directors, officers, agents and employees, from defending through the
selection and use of their own agents, attorneys and experts, any claims, suits,
demands, proceedings and actions brought against them.

===== PDF PAGE 49 =====
[Extraction: OCR (rendered-page OCR)]
6.0 ENTIRE AGREEMENT
6.1 This AGREEMENT represents the entire AGREEMENT between the
PARTIES with respect to the PROJECT, and supersedes all previous
communications or understandings whether oral or written.
7.0 CONTACTS
7.1 Any notice required hereunder shall be deemed properly given to the PARTY
to be notified at the time it is personally delivered or mailed by certified mail,
return receipt requested, to the PARTY’S address. The address of each PARTY
is as specified below; either PARTY may change its address for receiving
notices by giving notices thereof in compliance with the terms of this
subsection.
For the CITY to:
City of West Chicago
Michael Guttman
City Administrator
475 Main Street
West Chicago, IL 60185
And
Patrick K. Bond
Bond, Dickson & Associates P.C.
400 South Knoll Street, Unit C
Wheaton, IL 60187
For BALL to:
Ball Horticultural Company Inc.
Todd Frauendorfer
Treasurer & Corporate Secretary
Ball Horticultural Company
8.0 AMENDMENT OR MODIFICATION OF AGREEMENT
622 Town Road
West Chicago, IL 60185
8.1 No modification or amendment to this AGREEMENT shall be effective until
approved by the PARTIES in writing.
9.0 NON-ASSIGNMENT
9.1 This AGREEMENT shall not be assigned by either PARTY without the written
consent of the other PARTY, whose consent shall not be reasonably withheld.

===== PDF PAGE 50 =====
[Extraction: OCR (rendered-page OCR)]
10.0 GOVERNING LAW
10.1. This AGREEMENT shall be governed by the laws of the State of Illinois as
to both interpretation and performance.
10.2 The forum for resolving any disputes concerning the PARTIES? respective
performance or failure to perform, under this AGREEMENT, shall be the
judicial circuit court for DuPage County.
11.0 SEVERABILITY
11.1 In the event any provision if this AGREEMENT is held to be unenforceable
or invalid for any reason, the enforceability thereof shall not affect the remainder
of the AGREEMENT. The remainder of this AGREEMENT shall be construed as
if not containing the particular provision and shall continue in full force, effect, and
enforceability, in accordance with its terms.
IN WITNESS whereof, the PARTIES set their hands and seals as of the date first written
above.
Ou
Todd Fragéndorfer Ruben Pineda, Mayor
Treasurer & Corporate Secretary
: City of West Chicago
Ball Horticultural Company
ATTEST:
Name, Title: Valeria Perez, Executive Assistant
Nata-Leigh Preas
—
Anance Adm