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HomeMy WebLinkAbout03-64 Resolution No. 03-64 RESOLUTION AUTHORIZING EXECUTION OF A PURCHASE OF SERVICE AGREEMENT WITH THE TALISMAN THEATRE (Arts Infusion) BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS, that Olufemi Folarin, Interim City Manager, and Dolonna Mecum, City Clerk, be and are hereby authorized and directed to execute a Purchase of Service Agreement on behalf of the City of Elgin with the Talisman Theatre for the Arts Infusion program, a copy of which is attached hereto and made a part hereof by reference . s/ Ed Schock Ed Schock, Mayor Presented: February 26 , 2003 Adopted: February 26 , 2003 Vote : Yeas : 6 Nays : 0 Attest : s/ Dolonna Mecum Dolonna Mecum, City Clerk r PURCHASE OF SERVICE AGREEMENT THIS AGREEMENT is made and entered into this ft-r. _ day of (}'►/Jhe. ' , 2003, by and between the CITY OF ELGIN, Illinois, a municipal corporation (hereinafter referred to as the "City") , and TALISMAN THEATRE, an Illinois not-for-profit organization, organized and existing under the laws of the State of Illinois (hereinafter referred to as the "Talisman Theatre") . WHEREAS, the City has determined that the citizens of Elgin benefit from theatrical productions occurring within the City; and WHEREAS, Talisman Theatre produces and conducts such theatrical production services; and WHEREAS, the City Council has further determined that it is in the best interests of the citizens of the City for the City to enter into a Service Agreement with the Talisman Theatre to produce three theatrical productions hereinafter referred to as "Arts Infusion" to be performed at the State Financial Bank located at 16 N. Spring Street in Elgin. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows: 1 . The City shall pay to Talisman Theatre the sum of $6, 783 on or before February 28, 2003 . 2 . Talisman Theatre shall apply the $6, 783 contribution from the City to operating expenses relating to the production and performance "Arts Infusion" . 3 . Talisman Theatre hereby agrees to perform Arts Infusion from April 5 through April 26, 2003, on Thursdays through Saturdays between the hours of 8 : 00-11 : 00 p.m. at the State Financial Bank located at 16 N. Spring Street in Elgin. 4 . Failure to perform Arts Infusion to the satisfaction of the City Council shall result in a termination of this Agreement and the refund of the $6, 783 consideration (plus reasonable costs and attorney' s fees, in the event City is required to litigate to retrieve said funds) . 5 . Talisman Theatre shall provide a written report detailing the disbursement of $6, 783 . This report shall be provided to the City Council by December 31, 2003 and shall include all program activity. r 6. The City shall have the right to review all accounting records related to the use of the $6, 783 given 72 hours notice and at a time agreed upon by the parties . 7 . To the fullest extent permitted by law, Talisman Theatre agrees to indemnify, defend and hold harmless the City, its officers, employees, agents, boards and commissions from and against any and all claims, suits, judgments, costs, attorney's fees, damages or other relief, in any way resulting from or arising out of negligent actions or omissions of the Talisman Theatre in connection herewith, including negligence or omissions of the Talisman Theatre or its officers, employees or agents in the performance of this Agreement or operations funded pursuant to this Agreement. Nothing herein affects Talisman Theatre' s duty to defend the City. In the event of any action against the City, its officer, employees, agents, boards or commissions covered by the foregoing duty to indemnify, defend and hold harmless, such action shall be defended by legal counsel of the City' s choosing. The provisions of this paragraph shall survive any termination and/or expiration of this Agreement. 8 . The terms of this Agreement shall be severable. In the event any of the terms or provisions of this Agreement are deemed to be void or otherwise unenforceable for any reason, the remainder of this Agreement shall remain in full force and effect. 9. This Agreement shall not be construed so as to create a partnership, joint venture, employment or other agency relationship between the parties . 10 . In the event this Agreement is terminated or in the event the program for which the City funds provided herein are to be applied is discontinued or if Talisman Theatre ceases operations prior to April 26, 2003, Talisman Theatre shall refund to the City any unexpended funds paid by the City hereunder. 11 . Talisman Theatre shall conduct Arts Infusion in accordance and in compliance with all requirements of law. 12 . This Agreement shall be subject to and governed by the laws of the State of Illinois . Venue for the resolution of any disputes or the enforcement of any rights pursuant to this Agreement shall be in the Circuit Court of Kane County, Illinois . 13 . The City shall be recognized as a sponsor of Talisman Theatre and shall receive the benefits of sponsorship consistent with the level of support provided. At a minimum, the City' s support shall be acknowledged in print materials promoting the organization or event, radio advertising, "Web page" information and event programs. Three samples of this acknowledgement shall be -2- � r provided to the City. A logo provided by the City shall be used for this purpose. 14 . This Agreement shall be in full force and effect from the date of execution through December 31, 2003 . IN WITNESS WHEREOF, the undersigned have entered into executed this Agreement on the date and year first written above. CITY OF ELGIN, a municipal TALISMAN THEATRE corporation Bye By City Man,gr Attest: /1(.2tAinv.. City Clerk F:\Legal Dept\Agreement\Talisman Theatre PSA.doc -3-