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Home My WebLink About22-0617 Hemmens ESOELGIN THE CITY IN THE SUBURBS' This agreement is hereby made and entered into this day of VIm-, 2022 between the CITY OF ELGIN, an Illinois municipal corporation (hereina a referred to as "CITY") and Elgin Symphony Orchestra Association, Inc. an Illinois not -for -profit corporation (hereinafter referred to as" PRODUCER") For and in consideration of the promises and covenants contained herein, the sufficiency of which is mutually acknowledged by the parties hereto, the parties hereto hereby agree as follows: 1. The CITY hereby engages the PRODUCER and the PRODUCER hereby agrees to assist the CITY with the presentation of the entertainment production (hereinafter referred to as "Presentation") hereinafter described, upon all the terms and conditions herein set forth: (a) PLACE OF ENGAGEMENT: Hemmens Cultural Center 45 Symphony Way Elgin, IL 60120-5558 (1) ONE SHOW Scaling: 396 @ $65.00 429 @ $40.00 209 @ $35.00 (inclusive of wheelchair -accessible seats) 96 @ $25.00 66 @ $20.00 Producer's Comps 6 @ $40.00 Venue Comps 20 @ $40.00 Number of comps may be increased for marketing and promotion purposes if mutually agreed upon. PRODUCER shall also set -aside a minimum of ten (10) "trouble seats" at multiple price points. (b) DATE(S) OF ENGAGEMENT: Friday, December 30, 2022 1. Number of shows: One (1) 2. Time of Show: 7:30pm 3. Length of each show: 120 minutes (estimated including intermission) 2. TERMS AGREED UPON: (a) CITY shall provide the use of The Hemmens Cultural Center (hereinafter "Hemmens") and reasonable in-house equipment for the Presentation at no cost to the PRODUCER. (b) CITY shall provide labor at published labor rates; marketing support; TicketSearch ticket expenses; and other mutually agreed upon miscellaneous support, the costs of which shall be deducted from the gross box office receipts prior to the division of any revenues. (c) PRODUCER shall provide and/or pay for all other aspects of the Presentation including, but not limited to, artist fees, transportation, lodging, hospitality, and production equipment not provided by the CITY, including, but not limited to: backline; monitor rig; and supplemental lighting and sound. (d) Following the deduction of the CITY's expenses, the CITY and PRODUCER shall share all box office receipts and income derived from any cash sponsorships obtained by either party hereto as follows: 1. 80% to the PRODUCER. 2. 20% to the CITY. The amount of any such box office receipts, cash sponsorships and documented direct expenses commensurate with the Presentation shall be determined by the CITY in the CITY's sole discretion. (e) Any cash sponsorships procured by the CITY or PRODUCER shall be considered as box office receipts and will be divided as such. Sponsorships shall not be deducted from either parry's expenses. 3. Payments shall be paid as follows: (a) The percentage to be retained by the PRODUCER shall be deducted for any outstanding balance owed to the CITY by the PRODUCER. (b) If the PRODUCER has no outstanding balance, payment will be made by City of Elgin check within thirty (30) days of a determination of final income, expenses and distribution amounts as provided for herein. 4. CITY shall enter into an agreement with Elgin Symphony Orchestra Association, Inc. for the services of Latin Fire to perform the Presentation. Such Agreement shall be in a form substantively similar to the form attached hereto and made a part hereof as Attachment A. 5. CITY shall provide The Hemmens as a venue for the Presentation, and shall also provide reasonable technical support suitable for a standard Elgin Symphony Orchestra Pops Presentation. 6. PRODUCER shall have the right to sell souvenir programs, ballet books, photographs, records, CD's, DVD's and any and all types of merchandise/concessions (excluding beverages) including, but not limited to, articles of clothing (e.g. t-shirts, hats, etc.), posters, stickers, etc. on the premises of The Hemmens. CITY shall receive 20% of gross receipts on all merchandise/concession sales excluding items normally sold at the Elgin Symphony League Boutique. 7. This agreement and the attachments hereto are the only agreements between the parties hereto regarding the subject matter hereof. There are no other agreements, either oral or implied, between the parties hereto regarding the subject matter hereof. 8. 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. 9. This agreement shall be subject to and governed by the laws of the State of Illinois. Venue for the enforcement of any rights and the resolution of any disputes arising out of or in connection with this agreement shall be in the Circuit Court of Kane County. 10. The terms of this agreement shall be severable. In the event that 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. 11. To the fullest extent permitted by law, PRODUCER agrees to indemnify, defend and hold harmless CITY, its officers, employees, boards and commissions from and against any and all claims, other relief arising out of or resulting form or through or alleged to arise out of any reckless or negligent acts or omissions of PRODUCER'S officers, employees or agents in the performance of this Agreement. In the event of any action against 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 paragraph shall survive any termination and/or expiration of this Agreement. 12. Notwithstanding any other provision of this Agreement it is expressly agreed and understood that in connection with the performance of this Agreement that the PRODUCER 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, PRODUCER hereby certifies, represents and warrants to the City that all PRODUCER'S employees and/or agents who will be providing products and/or services with respect to this Agreement shall be legally authorized to perform such work and/or services in the United States. The City shall have the right to audit any records in the possession or control of the PRODUCER to determine PRODUCER'S compliance with the provisions of this section. In the event the City proceeds with such an audit the PRODUCER shall make available to the City the Artist's relevant records at no cost to the City. The cost of any such audit shall be at the sole expense of the CITY. 13. No official director, officer, agent or employee of the CITY shall be charged personally or held contractually liable under any term or provision of this Agreement or because of their execution, approval or attempted execution of this Agreement. 14. Notwithstanding anything to the contrary provided herein, CITY shall not be liable to PRODUCER for attorneys' fees or any incidental, indirect or special damages of any kind. 15. This agreement shall not be construed so as to create a joint venture, partnership, employment or other agency relationship between the parties hereto. IN WITNESS WHEREOF, the parties hereto have hereunto set their names and seals on the day and year first above written. 6/15/2022 Print Name: Eric Gaston Address: 20 DuPa e Ct. El�zi.n, IL 60120 Phone: 847-888-0404 e.6 :onna el ig_ns3nphony.org CITY OF EL 1N Richard G. Kozal, City Manager EVENT CONTACT: Butch Wilhelmi 45 Symphony Way Elgin, IL 60120 847-931-5905 wilhelmi bncitvofel lg n.org TECHNICAL CONTACT: Smooch Medina 847-931-5912 medina JAcityofelgin.org C:,Users.wilhelmi b BoxVlemmens11FN1h1F.NS SEASONS 2022-2023 HCC2022.12.30 L-SO - Latin I ire'2022.12.30 FSO - Latin Fire Hemmer Co - Pro Agro ment.docx