15-92 Resolution No. 15-92
RESOLUTION
AUTHORIZING EXECUTION OF A SPECIAL EVENT CO-SPONSORSHIP AGREEMENT
WITH ELGIN RIVERBOAT RESORT-RIVERBOAT CASINO D/B/A
GRAND VICTORIA CASINO TO CO-SPONSOR A 2015
FOURTH OF JULY CONCERT AND FIREWORKS CELEBRATION
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS,
that David J. Kaptain, Mayor, and Kimberly A. Dewis, City Clerk, be and are hereby authorized
and directed to execute a Special Event Co-Sponsorship Agreement on behalf of the City of
Elgin with Elgin Riverboat Resort-Riverboat Casino d/b/a Grand Victoria Casino to co-sponsor a
2015 Fourth of July Concert and Fireworks Celebration to be held at Festival Park, a copy of
which is attached hereto and made a part hereof by reference.
s/David J. Kaptain
David J. Kaptain, Mayor
Presented: June 24, 2015
Adopted: June 24, 2015
Omnibus Vote: Yeas: 9 Nays: 0
Attest:
s/Kimberly Dewis
Kimberly Dewis, City Clerk
f '
SPECIAL EVENT CO-SPONSORSHIP AGREEMENT
THIS AGREEMENT is made and entered into this 24th day of June , 2015, by
and between the CITY OF ELGIN, an Illinois municipal corporation (hereinafter referred to as
the "City") and Elgin Riverboat Resort — Riverboat Casino d/b/a Grand Victoria Casino, an
Illinois joint venture (hereinafter referred to as "GVC").
WITNESSETH
WHEREAS, GVC, located at 250 South Grove Avenue, Elgin, Kane County, Illinois, has
proposed a special event consisting of a 4th of July Concert and Fireworks to be held on July 4,
2015 to be conducted at the location commonly known as "Festival Park", 132 S. Grove, Elgin,
Illinois (such special event is hereinafter referred to as the "Subject Special Event" and Festival
Park is hereinafter referred to as the "Park"); and
WHEREAS, Elgin Municipal Code Chapter 13.25 provides for the co-sponsorship of
special events between the City and certain organizations; and
WHEREAS, GVC has requested that the City co-sponsor the Subject Special Event; and
WHEREAS, the City has determined that the Subject Special Event will attract additional
interest in the center city area and provide a 4th of July fireworks display for Elgin residents to
enjoy; and
WHEREAS, the City's City Council has further determined that it is in the best interests
of the City to co-sponsor the Subject Special Event with GVC in accordance with the terms and
conditions of this Co-sponsorship Agreement; and
WHEREAS, the City is a home rule municipality as defined in Article VII Section 6a of
the 1970 Constitution of the State of Illinois; and
WHEREAS, a home rule unit may exercise any power and perform any function
pertaining to its government and affairs; and
WHEREAS, the co-sponsorship of the Subject Special Event and promoting the further
interest in providing 4`h of July fireworks display pertains to the government and affairs of the
City.
NOW, THEREFORE, for and in consideration of the mutual promises and undertakings
contained in this Agreement, and for other good and valuable consideration, the sufficiency of
which is hereby mutually acknowledged, the parties hereto agree as follows:
1. The foregoing recitals are hereby incorporated into this agreement in their entirety as if
fully recited hereby.
2. The City and GVC hereby agree to co-sponsor the Subject Special Event on July 4, 2014.
The Subject Special Event will be located at Park and shall be conducted between the
hours of 4:00 p.m. and 11:00 p.m. on July 4, 2015.
3. GVC or their agent shall apply for and obtain a special event permit as provided for under
Elgin Municipal Code Chapter 13.25. The City's City Manager shall provide all
necessary signatures on the special event application to evidence the City's co-
sponsorship of the Subject Special Event. Notwithstanding the City's co-sponsorship of
the Subject Special Event, GVC shall be liable for conducting the Subject Special Event
and for all costs associated with the Subject Special Event including but not limited to the
fees and costs identified in Elgin Municipal Code Chapter 13.25 entitled "Special Events
in Public Places".
4. The City shall waive the ($100) one-hundred dollar rental fee of Park.
5. GVC shall provide a($500) five-hundred dollar refundable deposit to the City for the use
of Park. The deposit shall be returned if there is no damage done to the Park during the
special event, all rules and regulations on the Park agreement were followed, and all
outstanding bills have been paid to the City regarding the special event within (60) sixty
days after the special event.
6. All fireworks performed by GVC, either directly or indirectly through any subcontractor,
shall be produced within the constraints of NFPA 1123 and the requirements of the
Office of the State of Illinois State Fire Marshal. Additionally, the launch site and
maximum size mortar shell and required clearances for the fireworks display
contemplated by this agreement shall conform to the following parameters:
The launch site:
• National Street Bridge.
The maximum size mortar shell and required clearances:
• A minimum of 350 feet clearance in all directions as per NFPA
1123 Chapter 5 Display Site Selection.
• A minimum of 700 feet secured site as per NFPA 1123 Chapter
5 Display Site Selection.
• The maximum shell/mortar diameter size discharged for this
site will be 5 inches which is consistent with the size
requirements previously identified.
The above-described launch site shall generally conform to the photograph attached
hereto and made a part hereof as Attachment A.
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7. GVC, or their agent, shall provide a public fireworks display of no less than 20 minutes
in length during the Subject Special Event. The public fireworks display shall be
commenced shortly after sunset.
8. GVC, or their agent, shall contract for the services of a fireworks provider licensed in the
State of Illinois. Such fireworks provider shall provide all permits required by the State
of Illinois and the Elgin Fire Chief.
9. In conjunction with the Subject Special Event permit application GVC, or their agent,
shall submit to the City a written security plan to be approved by the City's Chief of
Police with an acknowledgment that any changes to the security plan must be submitted
to the City's Chief of Police in writing five (5) business days before the event. Such
security plan shall include a system of badges, plastic bracelets or such other system
elements as may be approved in writing by the City's Chief of Police so as to identify
persons 21 years of age or older authorized to purchase and consume alcohol. The
number of police officers and the duration of any special police detail for the Subject
Special Event shall be determined by the City's Chief of Police, in the Chiefs sole
discretion. Such security plan shall also include GVC providing at its sole cost additional
private security staff as determined necessary by the Elgin Police Department at the
Subject Special Event during the hours of 5 p.m. to 11p.m. on Friday, July 4, 2015.
10. GVC shall obtain, set up and remove fencing to surround the perimeter of the Subject
Special Event at the Park to segregate the area in which alcohol will be sold and
contained. Such fencing shall not be staked into the ground and written approval of such
fencing by the City at least fourteen (14) days in advance of the Subject Special Event
shall be obtained by GVC. In the event such written approval is not so obtained,
appropriate fencing shall be installed by the City in the City's sole discretion, and at the
sole cost of GVC.
11. GVC, or their agent, shall begin set-up on no earlier than Monday, June 29, 2015 to
insure time for proper set-up of stages, booths, etc. and shall complete clean-up by
Monday, July 6 at 5:00 p.m.
12. GVC is responsible for concert ticket sales, advertising and promotion of the event.
GVC, or their agent, will be charging five dollars ($5.00) for general admission tickets to
the concert. There will be no charge for public viewing of the fireworks display.
13. GVC is responsible for food and beverage services, including obtaining any food permits
and inspections.
14. The City shall provide city services including Police, Fire, Public Works and Land
Management at a cost not to exceed $30,000. Any costs which exceed $30,000 shall be
paid solely by GVC. GVC shall provide all payments provided for herein to City within
thirty (30) days of written demand for payment by City. Such estimated cost shall be
determined in the sole discretion of the City.
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15. The City shall provide staff from appropriate departments to assist in the planning of the
event as may be responsibly required in the sole discretion of the City.
16. GVC shall provide additional lighting during the Subject Special Event at GVC's sole
cost as may be required by the City.
17. GVC, or their agent, shall provide staging and all other equipment related to the concert
and fireworks event.
18. GVC, or their agent, shall provide hand-washing units, standard and handicapped port-o-
lets, trash and recycling containers, a 30-yard dumpster, litter control and clean-up for the
Subject Special Event, at no additional cost to the City.
19. GVC, or their agent, shall provide the City with a final wrap up report which shall
include attendance numbers associated with the Subject Special Event within sixty (60)
days after the Subject Special Event.
20. Pursuant to the provisions of Elgin Municipal Code Section 13.25.090, GVC shall be
solely and strictly liable for the acts of its contractors, agents, volunteers, officers and
employees. GVC to the fullest extent permitted by law 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
arising out of or in any way connected with any acts or omissions of GVC, its
contractors, agents, volunteers, officers or employees. Nothing herein shall diminish or
obviate GVC's duty to defend the City. In the event of any action against the City or 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.
21. GVC shall provide the City's Risk Manager with a certificate of general liability
insurance naming the City as an additional—insured with limits of not less than Five
Million Dollars ($5,000,000) combined single limit per occurrence for bodily injury,
personal injury and property damage with a general aggregate limit of not less than Five
Million Dollars ($5,000,000). Such certificate shall provide that the insurance shall not
be terminated or renewed for any reason without thirty (30) days advance written notice
to the City. City shall provide GVC with a certificate of general liability insurance
naming the GVC as an additional insured with limits of not less than Five Million Dollars
($5,000,000) combined single limit per occurrence for bodily injury, personal injury and
property damage with a general aggregate limit of not less than Five Million Dollars
($5,000,000). Such certificate shall provide that the insurance shall not be terminated or
renewed for any reason without thirty (30) days advance written notice to the GVC.
22. In consideration of GVC being liable for conducting and clean-up of the refuse generated
by the Subject Special Event and for all costs associated with the Subject Special Event
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as provided herein, GVC shall be entitled to retain any income received from the Subject
Special Event.
23. GVC shall be responsible for any costs to repair any damage done to the Park due to the
Subject Special Event. GVC shall provide all payments provided for herein to City within
thirty (30) days of written demand for payment by City.
24. GVC at its sole cost shall publicize the location of all major parking areas in all of its
advertisements, flyers and posters regarding the Subject Special Event. GVC shall also
include the City and City logo as a co-sponsor of the Subject Special Event in all
advertisements.
25. GVC shall be solely responsible for notifying area residents and business owners that
may be directly affected by the lack of parking due to the Subject Special Event at least
fourteen (14) days in advance. A copy of this notification shall be submitted to the City
as proof of notification.
26. GVC may conduct alcohol sales in conjunction with the 'Subject Special Event pursuant
to GVC's Class N liquor license. GVC shall also provide, without cost to the City, the
dram shop insurance required pursuant to Elgin Municipal Code Section 13.25.080
naming the City as an additional insured with limits of not less that $1,000,000 with such
proof of insurance stating that it shall not be terminated or suspended without at least
thirty (30) days prior written notice to the City. All alcohol sales shall end at 10:00 p.m.
on Friday, July 4, 2015.
27. GVC and fireworks provider at their sole cost shall apply for and obtain all necessary
permits. Any entertainment and use of amplifiers shall be in compliance with all
applicable laws and regulations, and shall end at 11:00 p.m. on Friday, July 4, 2015.
28. Nothing contained in this Agreement shall be construed to relieve GVC, its officers,
agents or employees, as well as any other participants in the Subject Special Event from
complying with all applicable laws and regulations of the City, State and the United
States, including but not limited to obtaining any other permits or approvals as required
by law.
29. This Agreement shall not be deemed or construed to create any employment, joint
venture, partnership.or other agency relationship between the parties hereto.
30. This agreement shall be subject to and governed by the laws of the State of Illinois.
Venue for the resolution of any disputes with the enforcement of any rights arising out of
or in connection with this agreement shall be in the Circuit Court of Kane County,
Illinois.
31. Notwithstanding any other provision of this agreement, it is expressly agreed and
understood that in connection with the performance of this agreement, GVC shall comply
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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, GVC
hereby certifies, represents and warrants to the City that all of GVC'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. GVC 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
records in the possession or control of GVC to determine GVC's compliance with the
provisions of this section. In the event the City proceeds with such an audit, GVC shall
make available to the City GVC's relevant records at no cost to the City. GVC shall pay
any and all costs associated with any such audit.
32. Notwithstanding anything to the contrary provided by this agreement or by any
implication or estoppel of whatsoever nature, the City shall in no event be liable to GVC
for any monetary damages under any circumstances.
•
33. The terms of this agreement shall be severable. If 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.
34. This agreement is the sole agreement between the parties hereto regarding Subject
Special Event. There are no other agreements, either written, implied or verbal, between
the parties hereto regarding the Subject Special Event. This agreement shall not be
modified or amended without the written agreement between the parties hereto.
35. 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.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
and year first written above.
CITY OF ELGIN GRAND ICTORIA CASINO
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David Kapt P Ma•or Its 41////
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Department of Community Development June 2015
Attachment A
. ,
Resolution No. 15-92
RESOLUTION
AUTHORIZING EXECUTION OF A SPECIAL EVENT CO-SPONSORSHIP AGREEMENT
WITH ELGIN RIVERBOAT RESORT-RIVERBOAT CASINO D/B/A
GRAND VICTORIA CASINO TO CO-SPONSOR A 2015
FOURTH OF JULY CONCERT AND FIREWORKS CELEBRATION
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS,
that David J. Kaptain, Mayor, and Kimberly A. Dewis, City Clerk, be and are hereby authorized
and directed to execute a Special Event Co-Sponsorship Agreement on behalf of the City of
Elgin with Elgin Riverboat Resort-Riverboat Casino d/b/a Grand Victoria Casino to co-sponsor a
2015 Fourth of July Concert and Fireworks Celebration to be held at Festival Park, a copy of
which is attached hereto and made a part hereof by reference.
s/David J. Kaptain
David J. Kaptain, Mayor
Presented: June 24, 2015
Adopted: June 24, 2015
Omnibus Vote: Yeas: 9 Nays: 0
Attest:
s/Kimberly Dewis
Kimberly Dewis, City Clerk
LICENSE AGREEMENT
This License Agreement(hereinafter the"Agreement") is made and entered into at Elgin,
Illinois this -2.1 day of June, 2015, by and between the City of Elgin, an Illinois municipal
corporation (hereinafter the "the City") and Elgin Riverboat Resort — Riverboat Casino d/b/a
Grand Victoria Casino,an Illinois joint venture(hereinafter the"Licensee").
Recitals
WHEREAS, the City owns, operates and maintains a public park and open space
commonly known as Festival Park, located at 132 South Grove Avenue,Elgin, Illinois; and,
WHEREAS, Licensee operates a riverboat casino located at 250 South Grove Avenue,
Elgin,Illinois,said property being adjacent to Festival Park; and,
WHEREAS, the City and Licensee have previously agreed to permit Licensee to conduct
a series of concerts at Festival Park from June 3, 2015 to September 15, 2015, said concerts
being known and referred to as the Summer Concert Series; and,
WHEREAS, Licensee has requested that the City permit Licensee to store certain
property and maintain certain temporary improvements relating to the Summer Concert Series at
Festival Park for the duration of the Summer Concert Series; and,
WHEREAS, the City has determined that the Summer Concert Series attracts additional
interest in Festival Park and the downtown area, and assists in promoting further redevelopment
in the City; and,
WHEREAS, the City has further determined that it is in the best interests of the City to
permit Licensee to store said property and maintain said temporary improvements in Festival
Park for the duration of the Summer Concert Series in accordance with the terms and conditions
of this License Agreement; and,
WHEREAS, the City is a home rule municipality as defined in Article VII, Section 6A of
the 1970 Constitution of the State of Illinois; and,
WHEREAS, as a home rule unit the City may exercise any power and perform any
function pertaining to its government and affairs; and,
WHEREAS, the entry into this Agreement to facilitate the Summer Concert Series and
promoting further interest in the redevelopment of the City's downtown area pertains to the
government and affairs of the City;and,
NOW, THEREFORE, in consideration of the mutual promises and undertakings
contained herein, and other good and valuable consideration, the sufficiency of which is hereby
acknowledged,the parties hereto hereby agree as follows:
1. Incorporation of Recitals. The foregoing recitals are hereby incorporated into this
Agreement in their entirety.
2. Grant of License. The City hereby grants to Licensee a temporary and exclusive personal
privilege and permission to enter upon Festival Park and a portion of Grove Avenue
immediately adjacent to Festival Park,and to store and maintain certain personal property
and temporary improvements relating to the Summer Concert Series, as further described
in paragraph 7 herein (hereinafter the "License"). The portions Festival Park and Grove
Avenue within which Licensee shall be permitted to store and maintain its property and
improvements is limited to that area of Festival Park depicted on Exhibit A, which is
attached hereto and incorporated into this Agreement by this reference (hereinafter
referred to as the "License Area"). The scope of the License granted herein shall be
subject to the terms, conditions and limitations of this Agreement, including but not
limited to the limitations set forth in paragraph 7, herein. The License herein granted
shall be subject to all existing utility easements, if any, located within Festival Park or
Grove Avenue,or any other easements,conditions,covenants or restrictions of record.
3. Term. This Agreement and the License granted to Licensee hereunder shall commence as
of the date of this Agreement and shall continue until the end of the Summer Concert
Series or until otherwise terminated in accordance with the terms of this Agreement.
4. Consideration. The consideration to be paid by Licensee to the City for the privilege
granted by this Agreement shall be Ten Dollars ($10.00), the receipt of which is hereby
acknowledged by the City.
5. No Interest in Land. Licensee understands,acknowledges and agrees that this Agreement
does not create an interest or estate in Licensee's favor Festival Park, Grove Avenue, or
the License Area. The City retains legal possession of the full boundaries of its property
and this Agreement merely grants to Licensee the personal privilege to use the License
Area described above for the term of this Agreement.
6. No Vested Right. Notwithstanding any expenditure of money, time and/or labor by
Licensee on or within the License Area, this Agreement shall in no event be construed to
create an assignment coupled with an interest or any vested rights in favor of Licensee.
Licensee shall expend any time, money or labor on or in the License Area at Licensee's
own risk and peril.
7. Limited Scope of License. The License granted to Licensee is limited in scope to the
following use or uses:
Installation, maintenance and use of certain personal property and temporary
improvements for the Summer Concert Series in the License Area as depicted in
the above-referenced Exhibit A for the duration of the Summer Concert Series.
Such property or temporary improvements include trailers, a stage area, tents,
bathroom facilities, and fencing, and a ticket booth and additional fencing in the
Grove Avenue right-of-way. In addition, Licensee shall be permitted to install
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and maintain a banner sign across Grove Avenue, said sign measuring [INSERT
DIMENSIONS], and said sign to be affixed to the walkway extending across
Grove Avenue. Any other provisions of this Agreement notwithstanding,the City
reserves the right to require the removal of any property or improvements at any
time in the City's sole discretion and at the Licensee's sole cost and expense. At
the end of the Summer Concert Series or the termination of this Agreement,
Licensee shall remove all property and improvements from the License Area
and/or the City's property at its sole cost and expense. Licensee is responsible at
its cost for the removal of all trash inside and around the perimeter of the License
each day. Licensee's maintenance of the Licensee Area shall be subject to the
sole approval of the City. Licensee shall not have the right to expand the License
Area or alter or change Licensee's use of the License Area without the City's
prior written consent.
8. Non-Transferability of License. The License granted to Licensee by this Agreement is a
mere personal privilege granted by the City to Licensee, and is neither transferable nor
assignable by Licensee without the City's prior written consent.
9. Termination. This Agreement and the License herein granted to Licensee may be
terminated by either party for any reason or no reason upon giving ten (10) days written
notice. In addition, this Agreement may be immediately terminated by the City upon a
breach of any term or condition of this Agreement.
In the event of termination of this Agreement for any reason whatsoever, Licensee shall
not be entitled to any compensation or reimbursement for any costs or expenses incurred
in any way arising from this Agreement or relating to the construction, installation,
maintenance and/or removal of the property or improvements in the License Area, nor
shall Licensee be entitled to any monetary damages of any kind whatsoever.
10. Alterations and Additions; Permanent Removal of Property Upon Termination. No
permanent fixtures shall be permitted at Festival Park, Grove Avenue, or the License
Area, and Licensee shall not make any alterations in or additions to Festival Park, Grove
Avenue,or the License Area without the written consent of the City.
At such time as this Agreement and the License herein granted to Licensee is terminated,
for any reason whatsoever, Licensee shall remove, at Licensee's sole cost and expense,
all property, improvements, equipment, or other materials owned or maintained by
Licensee in the License Area, Festival Park, or Grove Avenue, and to fully restore the
License Area, Festival Park, and Grove Avenue to the same condition as existed prior to
the beginning of the Summer Concert Series. Any other provision of this Agreement to
the contrary notwithstanding, Licensee shall immediately remove, at its sole cost and
expense, any of Licensee's property or improvements in the event that the City
determines that such removal is necessary or convenient for the installation, repair or
replacement of any utilities or other public improvements in Festival Park or Grove
Avenue, or in the event that the City determines that any such property or improvements
interfere with pedestrian or vehicular traffic,public utilities, or constitute a safety hazard.
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Any replacement or repair of such property shall be at the sole cost and expense of the
Licensee. If the Licensee fails to perform its duties under this paragraph, the City shall
have the right to remove the property and restore the License Area, Festival Park and or
Grove Avenue, the full and complete cost of which shall be borne by Licensee. Licensee
covenants and agrees to reimburse the City its full cost and expense for any such removal
and/or restoration performed by the City.
11. Insurance. Licensee shall maintain at all times during the term of this Agreement, at
Licensee's sole cost, a policy or policies of comprehensive general liability coverage on
an occurrence basis from an insurance company licensed with the State of Illinois or
other insurer approved by Licensee with at least $1,000,000.00 single limit coverage on
all risks. Such policy or policies shall provide that the coverage afforded thereunder shall
not be canceled, terminated or materially changed until at least thirty (30) days written
notice has been given to the City. Licensee shall name the City as co-insured and shall
furnish the City with duplicate policies or certificates evidencing insurance in force as
required herein prior to utilizing the License Area. Evidence of payment of premiums
shall be delivered to the City at least thirty(30) days prior to the expiration dates of each
existing insurance policy. This insurance shall apply as primary insurance with respect to
any other insurance or self-insurance programs afforded to the City. There shall be no
endorsement or modification of this insurance to make it excess over other available
insurance, alternatively, if the insurance states that it is excess or prorated, it shall be
endorsed to be primary with respect to the City.
12. Construction and Maintenance. Licensee agrees that the property described herein shall
be maintained at all times in a safe, neat, sightly and good physical condition and in
accordance with all requirements of the Elgin Municipal Code, 1976, as amended.
During the term of this Agreement, Licensee shall, at Licensee's sole cost and expense,
maintain the License Area and any property or improvements thereon in good condition
and in compliance with any applicable requirements of law. The City shall be the sole
judge of the quality of the construction and maintenance and, upon written notice of the
City stating in general terms how and in what manner maintenance is required, Licensee
shall be required to perform such maintenance. If Licensee fails to do so, then the City
shall have the right to perform such maintenance, the full and complete cost of which
shall be borne by Licensee. Licensee covenants and agrees to reimburse the City its full
cost and expense for any such maintenance.
13. Compliance with Law. Licensee shall adhere to and comply with all ordinances, laws,
rules and regulations that may pertain to or apply to the License Area and the Licensee's
use thereof. Licensee agrees and warrants that it has procured or shall procure any
licenses, permits or like permission required by law, if any, to conduct or engage in the
use of the License Area described herein, that Licensee will procure all additional
licenses, permits or like permission hereinafter required by law during the term of this
Agreement, and that Licensee will keep the same in full force and effect during the term
of this Agreement. Licensee shall perform under this Agreement in accordance with all
applicable legal requirements.
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14. Indemnification. To the fullest extent permitted by law, unless caused by intentional or
reckless misconduct of the city or its agents, Licensee agrees to indemnify, defend and
save the City, its officers,agents, servants,employees, boards and commissions harmless
from and against:
a. Damage to Licensee's Property. Any and all claims, loss or damage (including
reasonable attorney's fees) to the Licensee's improvements or any property belonging
to or rented by Licensee, its officers, servants, agents or employees, which may be
stolen, destroyed, or in any way damaged, by any cause whatsoever.
b. Damage to Others. Any claims, suits,judgments,costs,attorney's fees, loss, liability,
damage or other relief, including but not limited to Workers' Compensation claims, to
any person or property in any way resulting from or arising out of the existence of
this Agreement and/or the existence, maintenance, use or location of Licensee's
improvements within the License Area. In the event of any action against the City, its
officers, agents, servants, employees, 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.
c. Mechanic's Lien. Any loss, liability, claim or suit arising from the foreclosure, or
attempted foreclosure, of a mechanic's or materialmen's lien for goods delivered to
Licensee or work performed by or for Licensee upon or at the License Area or
Licensee's property. Such indemnification shall include the City's reasonable
attorney's fees incurred in connection with any such loss, claim or suit.
The provisions of this paragraph shall survive any termination and/or expiration of this
Agreement.
15. Breach and Limitation on Damages. If Licensee violates or breaches any term of this
Agreement, such violation or breach shall be deemed to constitute a default, and the City
shall have the right to seek such administrative, contractual or legal remedies as may be
suitable for such violation or breach; and, in addition, the City may terminate this
Agreement. If the City violates or breaches any material term of this Agreement, such
violation or breach shall be deemed to constitute a default and, in the event the City fails
to within fifteen(15) days after notice thereof by Licensee comply with the conditions of
this Agreement,Licensee as its sole and exclusive remedy may terminate this Agreement.
Notwithstanding anything to the contrary in this Agreement, in no event shall the City be
liable to Licensee for monetary damages of any kind relating to or arising from any
breach of this Agreement, and no action of any kind shall be commenced by Licensee,
any related persons or entities, and/or any of its successors or assigns, against the City for
monetary damages. In the event any legal action is brought by the City for the
enforcement of any of the obligations of Licensee related to or arising from this
Agreement and the City is the prevailing party in such action, the City shall be entitled to
recover from Licensee reasonable interest and attorney's fees. The provisions of this
section shall survive any expiration,completion and/or termination of this Agreement.
5
16. Non-waiver of Immunities. It agreed and understood by the parties hereto that this
Agreement is not intended nor shall be construed to alter, limit, or constitute a waiver of
any of the civil immunities afforded the City and/or its officials, officers, employees
and/or agents pursuant to the Local Governmental and Governmental Employees Tort
Immunity Act, 745 ILCS 10/1-101, et seq., as amended, the Recreational Use of Land
and Water Areas Act, 745 ILCS 65/1, et seq., and/or otherwise provided by law, it being
agreed that all the civil immunities as set forth in such Acts, as amended, and/or as oth-
erwise provided by law shall fully apply to any claims asserted or which might be assert-
ed against the City and/or its officials,officers, employees and/or agents as a result of this
Agreement or any actions of the parties pursuant to this Agreement. Notwithstanding an-
ything to the contrary in this Agreement, it is agreed and understood that no third party
beneficiaries are intended or shall be construed to be created by the provisions of this
Agreement and it is the intention of the parties hereto that no action may be commenced
by any person or entity against the City and/or its officials, officers, employees, agents
and/or other related persons or entities for monetary damages for any alleged breach or
failure to provide services described in this Agreement. The provisions of this section
shall survive any expiration and/or termination of this Agreement.
17. Notices. Any notice required or permitted under this Agreement shall be in writing and
shall be sufficient if personally delivered or mailed by certified mail, return receipt
requested,addressed as follows:
To the City: To the Owner:
City Engineer [INSERT NAME AND ADDRESS]
City of Elgin
150 Dexter Court
Elgin,IL 60120-5555
With a copy to:
Corporation Counsel
City of Elgin
150 Dexter Court
Elgin,IL 60120-5555
Notices mailed in accordance with the provisions of this paragraph shall be deemed to
have been given on the third business day following mailing. Notices personally
delivered shall be deemed to have been given upon delivery.
18. No Joint Venture or Partnership. This Agreement shall not be construed so as to create a
joint venture, partnership, employment, or other agency relationship between the parties
hereto.
6
19. No Personal Liability. 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.
20. Joint and Collective Work Product. This Agreement is and shall be deemed and
construed to be a joint and collective work product of the City and Licensee, and as such,
this Agreement shall not be construed against any other party as the otherwise purported
drafter of the same by any court of competent jurisdiction in order to resolve any
inconsistency, ambiguity, vagueness or conflict, if any, in the terms or provisions
contained herein.
21. Severability. 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.
22. Governing Law. 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 arising out of or in connection with this License agreement shall be in the Circuit
Court for the Sixteenth Judicial Circuit,Kane County, Illinois.
23. References in Agreement. All references in this Agreement to the singular shall include
the plural where applicable, and all reference to the masculine shall include the feminine
and vice versa. If either reference shall be declared invalid, such decision shall not affect
the validity of any remaining portion that shall remain in full force and effect.
24. Multiple Counterparts and Execution. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. For the purpose 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 and any such fax or e-mail copy of this Agreement shall be considered to have
the same binding legal effect as an original document.
25. Paragraph Headings. Paragraph headings are inserted for convenience only and in no
way limit or define the interpretation to be placed upon this Agreement.
26. Binding Agreement on Parties. This Agreement shall be binding on the parties hereto
and their respective successors and permitted assigns.
27. Assignment. This Agreement and the obligations herein may not be assigned without the
express written consent of each of the parties hereto. The License granted herein is
personal to Licensee. Any attempt to assign this License will automatically terminate the
license privileges granted to Licensee hereunder.
7
28. Entire Agreement. This Agreement and its exhibits constitute the entire agreement and
understanding between the parties and supersedes any prior agreement or understanding
relating to the subject matter of this Agreement.
29. Modification. This Agreement may be changed, modified or amended only by a duly-
authorized written instrument executed by the parties hereto. Each party agrees that no
representations or warranties shall be binding upon the other party unless expressed in
writing herein or in a duly-authorized and executed amendment hereof.
30. Authority of the City. This Agreement is authorized pursuant to section 13.04.130 of the
Elgin Municipal Code, 1976 as amended.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
executed by its duly authorized representative as of the day and year first above written.
CITY OF ELGIN ELGIN RIVERBOAT RESORT —
RIVERBOAT CASINO d/b/a GRAND
VICTORIA ASINO
By: By: •_
ty Manager
Name: 'Whil
Its: We/ P/4.' MV
ATTEST:
ity Clerk
litelq ksz-LL
F.U.egal DeptMAgreementLLfcense Agreement-GVC-Festival Park-6-1 8-I 5.docx
8
EXHIBIT A
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