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HomeMy WebLinkAbout22-0614 Ultimate Outdoor Movies a a-ao14 04a; Akc t�ev�ts RENTAL AGREEMENT THIS AGREEMENT is hereby made and entered into this day of 2022, by and between the City of Elgin, Illinois, a municipal corporation (hereinafter referred to as "City") and Ultimate Outdoor Movies, LLC, a Texas limited liability company (hereinafter referred to as the"Vendor"). WHEREAS,the City desires to hold two"Movies in the Park"events, the first on July 15, 2022, and the second on July 29, 2022 (hereinafter collectively referred to as the"Event");and WHEREAS,Vendor represents and warrants that it possesses and has the ability to provide for rental by the City of certain mobile LED screens and other necessary equipment for the showing of movies at the Event,as further described herein. NOW, THEREFORE, for and in consideration of the mutual promises and covenants contained herein, the sufficiency of which is hereby mutually acknowledged, the parties hereto hereby agree as follows: 1. Vendor shall provide, and the City shall rent from Vendor, the equipment and services described herein, consisting of the rental of one 23' x 13' Mobile MAX LED Screen- Trailer for the displaying of movies on July 15, 2022, and again on July 29, 2022, as set forth on Attachment A,attached hereto and made a part hereof. The July 15,2022 event shall be at Festival Park, 132 S.Grove Avenue, Elgin, Illinois,and the July 29,2022 event shall be at Copper Springs Park, 380 Copper Springs Lane, Elgin, Illinois. 2. As set forth on Attachment A, the City shall pay the rental amount of$9,500 for each date of the Event, with the total rental amount to be paid by the City to the Vendor being the total sum $19,000. The aforementioned total sum is inclusive of all applicable transportation, freight, shipping, delivery, applicable taxes, or any other costs associated with this Agreement. City shall pay Vendor a deposit in the amount of fifty percent (50%) of the total cost of this Agreement($9,500) upon the execution of this Agreement. The balance of the total rental amount shall be due on or before the respective rental date, with $4,750 being due on or before July 15, 2022,and $4,750 being due on or before July 29,2022. 3. The City agrees to and/or acknowledges the following: a. Parking and Unloading. City shall provide adequate parking for loading/unloading, including any costs,permits or passes. The City is responsible for ensuring that the screen will fit at the rental location. b. Electrical Requirements. City shall provide sufficient power on-site for Vendor's equipment to operate correctly. The City will need to provide 0 outlets, and each one must be on a separate circuit breaker. All power outlets must be located within 100' of the location where Vendor's screens/equipment will be set up. If the outlets are more than I00' from the screen setup location, then the City will provide 12- guage extension cords up to a maximum distance of 200' in order to make a plug available within 100' of Vendor's screen/equipment. Vendor will not setup more than 200' from a power source. c. Media. All media to be played on Vendor's screen/system must be provided by the City unless specifically licensed through the Vendor and listed in Attachment A. If the City is connecting a laptop, cable box, gaming system, or other media device, City must tell Vendor in advance and it must be listed in Attachment A. If a media type is not listed (i.e., laptop, live TV, video gaming) in Attachment A, then it is assumed that the City is providing a standard DVD or Blu-ray disc. City is advised to contact Vendor's Sales Coordinator if City does not plan to show a standard disc type. Vendor cannot connect other devices to Vendor's systems unless the device is listed in the rental items in Attachment A. i. Vendor is not responsible for scratched media, custom burned media, download media or any other content issues/errors that occur with our equipment. Vendor uses new equipment that has been tested with most commercial DVD/Blu-ray discs. Vendor advises that the City should be prepared to provide a backup copy of the movie or other content the City plans on playing in Vendor's systems in case there are problems with the primary disc. Vendor's disc players will play standard, commercially produced DVD and Blu-ray discs. Vendor's players do not support any other disc types. If the City provides the Vendor with a disc that has been custom made, is a burned copy or other non-commercial format,the Vendor will be not responsible for failures to play. ii. The City is responsible for all licensing and other costs associated with any content or media used on Vendor's system. If the Vendor acquires film licensing on behalf of the customer, the City shall be responsible for accurately providing the estimated audience size. The Vendor assumes no liability or financial responsibility for inaccuracies in audience size provided by customer as part of licensing acquisition. d. Sprinklers and Venue. The City is responsible for ensuring that sprinkler systems are turned off in the area where Vendor's screens and other equipment will be setup. The City is responsible for providing a safe and secure venue for Vendor's equipment and our technician. Vendor reserves the right to not setup our equipment in any environment our technician deems to be unsafe. This includes but is not limited to factors such as rain, threat of rain, mud, wind, extreme temperatures, uneven terrain, unsafe structures, uncontrolled crowds, etc. Other than weather- rclated cancellations, Vendor will not issue refunds and no rescheduled rental will be provided for cancellations caused by unsafe or unsecure conditions strictly under the C ity's control. In the event either of the dates for the Event need to be cancelled for weather-related concerns or other reasons not under the City's control, the cancelled date of the Event shall be rescheduled to a date mutually agreeable to both the City and the Vendor within six(6)months of the originally scheduled date. 2 In the event that the parties cannot agree on a rescheduled date, the City shall be entitled to a full refund of the rental amount for the cancelled date. 4. Full Service Option. Vendor shall provide a technical support person ("tech" to deliver and setup equipment, connect devices, make adjustments,and prepare the LED screen for display of the City's content, and breakdown equipment. The Vendor's tech will stay on-site during the Event to provide assistance with respect to any technical issues,problems,or difficulties and ensure that the Event is able to proceed in accordance with this Agreement. 5. Equipment. All equipment provided by Vendor is new and under warranty for the City's assurance. If the City experiences an equipment issue on-site, the Vendor will make every effort to get it fixed on-site or get replacement equipment delivered to your location within sixty (60)minutes of the Vendor's diagnosis of an issue. If the Vendor is unable to get the equipment working or unable to get a replacement on-site within sixty (60) minutes from our diagnosis of problem,then Vendor will provide a rescheduled LED screen rental on a date mutually agreeable by the City and Vendor within six (6) months of the originally scheduled date. In the event that the parties cannot agree on a rescheduled date, the City shall be entitled to a full refund of the rental amount for the cancelled date. Vendor is not responsible and will not pay for incidental or consequential damages or expenses incurred by anyone and caused by any delays or equipment malfunctions. This includes but is not limited to food, entertainment, labor, sponsorships, other rentals,or other costs incurred by customers, sponsors, donors,or anyone else in conjunction with this rental. 6. Vendor shall be excused from any delay or failure in performance required hereunder if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of God, acts of war,fire, insurrection, strikes, lock-outs or other serious labor disputes, riots, earthquakes, floods, explosions or other acts of nature; provided, however, that in such circumstances the event shall be rescheduled in accordance with paragraph 3.d, herein. 7. The Vendor may show logos, commercials, public service announcements, and limited advertising on the screen before or after the City's entertainment period. 8. There shall be no modification of this Agreement, except in writing and executed with the same formalities of the original. 9. This Agreement embodies the whole agreement of the parties. There are no promises, terms, conditions or obligations other than those contained herein, and this Agreement shall supersede all previous communications,representations or agreements, either verbal,written or implied between the parties hereto. 10. 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. Vendor 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 3 brought pursuant to this Agreement or the subject matter hereof; and Vendor agrees that service by first class U.S. mail to Unite Outdoor Movies,9825 N. Lake Creek Parkway, Ste. 102, Austin, TX 78717 shall constitute effective service. 11. The terms of this Agreement shall be severable. In the event any of the terms or the provisions of this Agreement are deemed to be void or otherwise unenforceable for any reason, the reminder of this Agreement shall remain in full force and effect. 12. Notwithstanding any other provision of this Agreement, it is expressly agreed and understood that in connection with the performance of this Agreement, Vendor shall comply with all applicable federal, state, city and other requirements of law, including, but not limited to, any applicable requirements regarding prevailing wages, minimum wage, workplace safety and legal status of employees. Without limiting the foregoing, Vendor hereby certifies, represents and warrants to the City that all of Vendor's employees and/or agents who will be providing products and/or services with respect to this Agreement shall be legally authorized to work in the United States. Vendor shall also, at its expense, secure all permits and licenses,pay all charges and fees, and give all notices necessary and incident to the due and lawful prosecution of the work, and/or the products and/or services to be provided for in this Agreement. The City shall have the right to audit any I-9 and personnel records in the possession or control of Vendor to determine Vendor's compliance with the provisions of this section. In the event the City proceeds with such an audit, Vendor shall make available to the City Vendor's relevant records at no cost to the City. City shall pay any and all costs associated with any such audit. 13. 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. 14. In the event of any conflict between the terms and provisions of this purchase agreement and Attachment A hereto, the terms and provisions of this Agreement shall control. 15. In no event shall City be liable for any monetary damages in excess of the rental amount contemplated by this Agreement. In no event shall City be liable for any consequential, special or punitive damages, or any damages resulting from loss of profit. 16. This Agreement shall not be construed so as to create a joint venture, partnership, employment or other agency relationship between the parties hereto except as may be specifically provided for herein. 4 17. Neither party may without written approval of the other assign this Agreement or transfer its interest or any part thereof under this Agreement to any third party except that a party may assign its rights or obligations to a third party in connection with the merger, reorganization or acquisition of stock or assets affecting all or substantially all of the properties or assets of the assigning party. 18. To the fullest extent permitted by law, Vendor shall 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, including but not limited to worker's compensation claims, in any way resulting from or arising out of negligent actions or omissions of Vendor in connection herewith, including negligence or omissions or agents of Vendor arising out of the performance of this agreement. In the event of any action against the City, its officers, 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 section shall survive any expiration, completion and/or termination of this agreement, Vendor shall be strictly and solely liable for any injury to any of Vendor's employees or agents or to any of Vendor's Equipment or property. 19. Vendor shall provide, pay for and maintain in effect, during the term of this agreement, a policy of comprehensive general liability insurance with limits of at least$1,000,000 aggregate for bodily injury and$1,000,000 aggregate for property damage and automobile liability insurance covering all owned, non-owned and hired motor vehicles with limits of not less than $500,000 per occurrence for bodily injury and/or property damage. Vendor shall also provide,pay for and maintain in effect, workers' compensation insurance in amounts required under the laws of the State of Illinois. CITY OF I QN ULTIMATE,OUTDOOR MOVIES, LLC L A,VYa �Y� Richard G. Ko ity Manager Print Na i A City Cl 14"2 ignature Title Legal Dept\Agreement\Rental Agreement-Ultimate Outdoor Movies-2022-6-8-22.docx 5