03-64 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
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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.
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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
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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
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