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HomeMy WebLinkAbout19-99 Resolution No. 19-99 RESOLUTION AUTHORIZING EXECUTION OF AN AGREEMENT WITH ELGIN RIVERBOAT RESORT —RIVERBOAT CASINO D/B/A GRAND VICTORIA CASINO FOR REIMBURSEMENT OF THE 2019 FOURTH OF JULY FIREWORKS DISPLAY BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS, that Richard G. Kozal, City Manager, and Kimberly A. Dewis, City Clerk, be and are hereby authorized and directed to execute an Agreement on behalf of the City of Elgin with Elgin Riverboat Resort — Riverboat Casino d/b/a Grand Victoria Casino, for reimbursement of the 2019 Fourth of July fireworks display, a copy of which is attached hereto and made a part hereof by reference. s/David J. Kaptain David J. Kaptain, Mayor Presented: June 26, 2019 Adopted: June 26, 2019 Omnibus Vote: Yeas: 8 Nays: 0 Attest: s/Kimberly Dewis Kimberly Dewis, City Clerk AGREEMENT THIS AGREEMENT is hereby made and entered into this 4 day of June 2019, by and between the City of Elgin, Illinois, a municipal corporation located at 150 Dexter Court, Elgin, IL 60120 (hereinafter referred to as "City") and Elgin Riverboat Resort — Riverboat Casino d/b/a Grand Victoria Casino, an Illinois Partnership located at 250 South Grove Avenue, Elgin, IL 60120 (hereinafter referred to as "GVC"). WHEREAS, the parties hereto have each determined that it is in their best interests for the City to provide for a fireworks display on July 4, 2019 and for GVC to reimburse the City as described herein. NOW, THEREFORE, for and in consideration of the mutual promises and covenants contained herein, and other good and valuable consideration, the sufficiency of which is hereby mutually acknowledged,the parties hereto hereby agree as follows: 1. Incorporation of Recitals. The above recitals are incorporated into this agreement as if fully recited hereby. 2. Reimbursement for Fireworks Display.. On or before August 1, 2019, GVC shall reimburse the City the sum of$40,000, which represents the cost of the aforementioned fireworks display. 3. Provider. City shall obtain and provide for a fireworks display on July 4, 2019, weather permitting. The parties agree that the City shall engage a third party to provide the fireworks display ("Provider"). The City agrees to ensure that the Provider shall be obligated to perform its duties in accordance with the requirements of this Agreement, including that the Provider shall maintain the required insurance and indemnification obligations as applicable to Provider. 4. Cancellation. In the event the aforementioned fireworks display is cancelled or does not proceed, GVC shall reimburse the City in an amount equivalent to the amount expended by the City for the fireworks display, not to exceed $40,000, despite the fact that the fireworks display did not proceed. In such an event, City shall submit a documented invoice to GVC on or before July 19, 2019 and GVC shall remit payment of invoice on or before August 1, 2019. 5. Relationship of the Parties. GVC is an independent contractor. This agreement shall not be construed to create a partnership, joint venture or employment relationship between the parties hereto. 6. Indemnification. Except to the extent caused by the negligent acts or omission of GVC, City (or Provider as obligated by its agreement with the City), (on behalf of itself, its employees, agents, subcontractors, vendors, guests or representatives) agrees to indemnify, defend and hold harmless GVC, its officers, directors, affiliated companies, employees, customers, agents and contractors from and against any and all claims, actions, demands, costs, losses, and liabilities arising out of or relating to or resulting from its negligence or willful misconduct or failure to comply with applicable law or the terms of this Agreement. The obligations hereunder shall survive the termination of any agreement with GVC for any reason. GVC agrees to give City prompt notice of any such claim, demand, or action, and shall reasonably cooperate with City in the defense and settlement thereof, provided, however, that no settlement adversely affecting GVC's business activities or operations may be entered into by City without GVC's prior written consent. 7. Indirect Damages. In no event shall either party be liable for any consequential, special or punitive damages, or any damages resulting from loss of profit. 8. Insurance. City shall cause the Provider to carry at its sole expense, during the term of this Agreement, the minimum insurance coverage set forth below, to be placed with financially viable and reputable insurers satisfactory to GVC: Commercial General Liability Each occurrence $1,000,000 General Aggregate(other than Products/Completed Operations) $ 2,000,000 Products/Completed Operations Aggregate $ 2,000,000 with contractual indemnity coverage Umbrella Liability Per Occurrence and Aggregate Worker's Compensation in compliance with the laws of Mississippi and Employer's Liability(Coverage B) in the minimum amount of$1,000,000 each accident/ $1,000,000 each employee-disease/$1,000,000 policy limit--disease Automotive Liability Automobile Liability including bodily injury $ 1,000,000 BI, PD, per accident and property damage combined single limit on vehicles owned or hired by City or Provider Waiver of Subrogation. All insurance policies required above shall contain a waiver of subrogation in favor of Eldorado Resorts, Inc. and its affiliated companies including GVC, including all of the officers, directors, agents and employees of same. Additional Insureds. The insurance policies required shall name Eldorado Resorts, Inc., its affiliated companies including GVC, including all of the officers, directors, agents and employees of same as additional insureds. Notice to Cancel; Severability of Interests; Primary; Deductibles: These policies shall not be canceled, materially changed, restricted or have coverage reduced except upon not less than thirty (30) days written notice to GVC. The insurance policies required to be maintained hereunder shall include provisions to the effect that: (i) the policy shall contain a severability of interests clause in favor of GVC; (ii) the insurance is primary 2 and not excess, contributory or contingent; and (iii) City or the Provider, and not GVC, shall be responsible for paying all deductibles/retentions and premiums under such insurance policies. Survivability. The insurance described herein shall remain in effect for all of the respective insureds, including additional insureds, following any termination of this Agreement with respect to any occurrence, act or omission that occurred or may have occurred at any time prior to such termination. Any obligations of indemnification, insurance and confidentiality shall survive the termination of this Agreement. 9. Execution of Agreement. This agreement may be executed in counterparts, each of which shall be an original and all of which shall constitute one and the same agreement. For the purposes of executing this agreement, any signed copy of this agreement transmitted by fax machine or e-mail shall be treated in all manners and respects as an original document. The signature of any party on a copy of this agreement transmitted by fax machine or e-mail shall be considered for these purposes as an original signature and shall have the same legal effect as an original signature. Any such faxed or e-mailed copy of this agreement shall be considered to have the same binding legal effect as an original document. At the request of either party any fax or e-mail copy of this agreement shall be re-executed by the parties in an original form. No party to this agreement shall raise the use of fax machine or e-mail as a defense to this agreement and shall forever waive such defense. 10. Notices. Any notice or communication required or permitted under this Agreement shall be addressed to the signatory of the applicable party at the address indicated on the first page of this Agreement, or as the parties may otherwise notify each other of changes in address, and shall be deemed given if and when: (a) delivered personally (b) sent by a reputable overnight carrier, signature requested; (c) deposited in the United States mail by certified or registered mail, return receipt requested, postage prepaid; or (d) delivered by facsimile with transmission confirmation received and hard copy mailed as described above. 11. Governing Law. This agreement is 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 arising out of or in connection with this agreement shall be the Circuit Court of Kane County, Illinois. GVC hereby irrevocably consents to the jurisdiction of the Circuit Court of Kane County, Illinois for the enforcement of any rights, the resolution of any disputes and/or for the purposes of any lawsuit brought pursuant to this agreement or the subject matter hereof; and GVC agrees that deliver service in accordance with the notice provision in #11 above shall constitute effective service. Both parties hereto waive any rights to a jury. 12. Entire Agreement. This Agreement is the only agreement between the parties hereto regarding the subject matter hereof. There are no other agreements, either oral, implied, or written between the parties hereto regarding the subject matter hereof. None of the terms and conditions contained in the Agreement may be added to, modified, superseded, or otherwise altered except by a written instrument signed by both parties. 3 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the date stated below. City of Elgin, Illinois Elgin Riverboat Resort—Riverboat Casino d/b/a Grand Victoria Casino By: #/rAddif. ril By: .-Amy A.z5711 Richard G. Kozal }John oster Title: City Mana2er Title: Vice President and General Mana2er Date: June 26,2019 Date: 4/ ATTEST City Clerk 4