Loading...
HomeMy WebLinkAboutRESOLUTION - 49-04 - 12/14/2004 - LETTER OF AGRMT/CHICAGO SPECIAL EVENTSRESOLUTION NO. 49-04 A RESOLUTION AUTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE A LETTER OF AGREEMENT BETWEEN THE VILLAGE OF ELK GROVE VILLAGE AND THE CHICAGO RUNNING AND SPECIAL EVENTS MANAGEMENT INC., dfbla CHICAGO SPECIAL EVENTS MANAGEMENT (CSEM) FOR AN INTERNATIONAL BIKE RACE (50 YEAR CELEBRATION EVENT) NOW, THEREFORE, BE IT RESOLVED by the Mayor and Board of Trustees of the Village of Elk Grove Village, Counties of Cook and DuPage, State of Illinois as follows: Section 1: That the Mayor be and is hereby authorized to sign the attached documents marked: LETTER OF AGREEMENT a copy of which is attached hereto and made a part hereof as if fully set forth and the Village Clerk is authorized to attest said documents upon the signature of the Mayor. Section 2: That this Resolution shall be in full force and effect from and after its passage and approval according to law. VOTE: AYES: 5 NAYS: 0 ABSENT: 1 PASSED this 14th day of December 2004 APPROVED this 14'h day of December 2004 APPROVED: Mayor Craig B. Johnson Village of Elk Grove Village ATTEST: Ann I. Walsh, Village Clerk Re LMtemfAWe mtCSW Letter ofAgreement Elk Grove Village This Agreement (the "Agreement") is by and among Chicago Running and Special Events Management Inc., d/b/a Chicago Special Events Management (hereinafter referred to as "CSEM") and Elk Grove Village (hereinafter referred to as "Client"), with a mailing address of 901 Wellington Ave, Elk Grove Village, IL 60007, for the Client to retain the services of CSEM to management and produce a 50 year Celebration event, an international bike race (hereinafter referred to as the "event'), an event owned by the Client and scheduled for August 2006. Witnessed: WHEREAS, CSEM manages events for not-for-profit, community and local business organizations, municipal and government agencies; and WHEREAS, Client desires to obtain management, production and administrative services of CSEM as outlined within this agreement; and WHEREAS, Client and CSEM have each determined it to be in their best interests to conduct an organized international bicycle race within the town of Elk Grove Village; and WHEREAS, CSEM has recognized expertise in managing and producing international cycling events and has a relationship with both the international and national governing bodies of cycling; and WHEREAS, CSEM is recognized for the marketing of special events, soliciting corporate and media sponsors; and WHEREAS, CSEM will become a legally assigned agent for the client as it relates to the production and execution of the event as specified within this agreement; and NOW THEREFORE, subject to the terms and conditions set forth below, CSEM and Client hereby agree that Elk Grove Village will be the Host City for a sanctioned International Cycling Race if terms of this Agreement are mutually agreed upon as outlined within this document. In consideration of the mutual covenants contained herein set forth, Client and CSEM hereby agree to be legally bound as follows: Section 1 Definitions. As used herein, the following terms shall have the following meanings: A. Host. A location or place that has ownership rights to land that can be used for a period of time to stage an event. B. Name and Date of the Event. The working name will be the 'Tour of Elk Grove Village International Classic'. The event will be scheduled on a weekend in August 2006, which will be mutually agreed upon and in concert with the requirements of the United States Cycling Federation and the Union Cyclist Internationale. C. National Governing Bodies (NGB). The Olympic sanctioned governmental agencies representing their respective sports. D. USPRO. The United States Professional Cycling Association. E. USCF. The United States Cycling Federation. F. UCI. Union Cyclist Internationale. The International Sanctioning Body of Cycling. G. Event Planning. Consultation and administrative services provided for a projector event. H. Sponsor. A person, firm or company that financially supports the event through a monetary commitment (cash) or trade that is directly budget relieving to the expense of the event and receives benefits from such involvement which may include sales, marketing or advertising. I. Media Partners. Sponsors of promotional value whose monetary value can be established through the cost of advertising as concluded by the fair market value of such advertising. J. Production Services. The setup, operations, management and take down of an event site, which includes: labor, goods and services and equipment. K. Term. The term of this Agreement is set forth within this agreement and commences upon execution of this agreement. It concludes upon final payment and execution of the provisions set forth within agreement. Section 2. Soothe of Services. Pre -Planning. CSEM shall work with the Client's appointed liaison to plan the event, which shall include, but shall not be limited to, the following services: acquiring sanctioning permits, developing a course, creating an operating budget, preparing a time line and site plan, preparing an event day agenda, securing goods and services and preparing a day of event operational plan. A. Administrative Time Line: CSEM will develop a working timeline for the recruitment of athletes, pre -event advertising to attract athletes, day of the event logisfics, service orders, merchandise arrangements and other related services. Site Selection and Course Layout: A CSEM event manager will meet with officials who are nationally and internationally sanctioned to review and approve championship cycling courses. A CSEM event manager will accompany the representative to review the proposed course and obtain certification. Sanctioning Permits: CSEM will prepare a written request and submit sanctioning permit applications to all the governing bodies for approval to stage the event. CSEM personnel will complete all correspondence and required follow-up. The CSEM Management Team will make all necessary presentations to the NGB's as needed to obtain sanctioning for the event. Budget: CSEM has facilitated the creation of an event budget. CSEM will provide a complete financial accounting of the event. A photocopy of each invoice will accompany the financial statement for the event. The working budget will be tailored to the actual income of the event allowing adjustments based on income. Registration and Recruitment: CSEM will recruit international and national athletes for participation in the event. CSEM will coordinate a direct mailing to teams and individuals registered with the national and international NGB's. Consultation: CSEM managers are available for general consultation for all aspects of the event. Upon proper notification, CSEM personnel will attend meetings to discuss the event. State Grants: CSEM will work with your organization and provide information necessary to submit grant applications to help underwrite cost of the event or to advertising cost associated with tourism. Data Base Management: CSEM will receive and enter all registrations into a participation database and record demographic information as appropriate. Volunteers: The parties will jointly recruit volunteers to assist with course marshal positions along the race route. The CSEM Volunteer Coordinator will develop a volunteer requirement outline. On-site, pre -event training and the placement of volunteers will be managed by CSEM. CSEM will prepare a course marshal plan. The CSEM course marshal plan will outline duties and responsibilities of the course marshals volunteers, including, expected time of arrival, total required time commitment and any special apparel that may be required. Information Requests: Participants will be directed to contact CSEM with questions pertaining to the event. CSEM's phone number will be placed on all registration collateral materials. CSEM office personnel will be trained on the particulars of the event and will be prepared to answer questions relating to the event. The CSEM voice mail system will include a separate mailbox containing an information message for the event. The event will be included on the CSEM website. B. Preparing a Site Plan. CSEM will formulate a site plan for the event. It will include placement of all services and activities. Information booths, portable restrooms, parking, aid stations, command post, product areas, sponsor areas, generators and reviewing stands. This site plan will be circulated and discussed with all key personnel involved in the event. C. Preparing an Event Day Agenda. CSEM will write a logical and manageable agenda, which will encompass the day of event activities. The agenda will include a detailed list of activities and personnel responsibilities to include but not limited to: start and finish line set-up; aid stations; staffing positions; product and equipment deliveries; placements of services such as Port -o -Lets, dumpsters, generators, road closure barricades, crowd control barricades, tents, tables and chairs. Race Coordination. CSEM will be responsible for the following coordination of the event: A. Solicitation of participants • Place listings in local newspapers and magazines. • Secure advertising in cycling publications. • Execute a direct mailing of participant brochures. • Utilize CSEM's database to direct mail and solicit participants. • Broadcast email event information to CSEM email database. • Utilize the NGB's mailing list. B. Processing • Enter all participant information into the event database. • Create a computerized results program for timing purposes. C. Logistics • Setup site to events specifications as required by the NGB's. • Erect scaffolding to hold starttfinish banners. • Setup up start/ finish lines. • Setup and operate registration. • Setup a computerized timing system. • Place goods and services at the event. • Erect and place tents. • Position refreshments. • Setup course directions with signage. • Mark out and identify meter locations close to the finish line. • Setup and supply aid stations with equipment and product. • Provide labor for specific areas of the event. • Setup a public address system (sound system) to communicate with participants and crowd. • Setup a stage for awards presentation. • Coordinate volunteers. • Answer and respond to calls for information. • Provide event day production. • Meet with volunteers and place them in their assigned work areas. • Oversee on-site medical services. • Take delivery of supplies and transport to the event site. • Disassemble event site and remove debris. • Prepare a post event financial statement. D. Day of Event Operations • CSEM will select experienced workers to serve as key support personnel. • CSEM will organize, allocate and instruct volunteers on-site during the event. • CSEM will manage and supervise key areas of the event. • CSEM will coordinate and supervise day of event activities to include: a. Eventsetup b. Sponsor space assignments c. Clean up d. Participant management e. Crowd Management f. Street closure g. All operational aspects of the races. h. Providing professional announcers. 1. Providing equipment including but not limited to: 1. Truss systems 2. Sound for Public Announcements 3. Crowd control and course barricades 4. Big wheels and helmets 5. Tents, Tables and Chairs 6. Staging/Viewing Stands 7. Video finish line cameras 8. Large digital display clock 9. Snowfencing 10. Traffic cones 11. Warning flags and vest 12. Walkie Talkies 13. Generators 14. Complete VIP area with hospitality to include a gated VIP area with access restricted to guests with passes, entrance to be monitored by CSEM personnel, a raised covered platform area for VIP viewing at finish line, a minimum area of 20'X 12', a tent (minimum of 20' by 30') with seating and serving areas, food in VIP area to include beverages and a light food fair. 4 E. Division of Responsibilities a. Client will act as the Host City in its rights to the 2006 International Cycling Events and the ancillary events stage by CSEM that lead up to the professional events. b. CSEM will act as the local organizing committee and will be Client's only representative who will interface with the National Governing Bodies to include the following: USA Cycling, USPRO, USCF, and UCI. c. Client will provide an area on its streets to stage the 2006 Event. CSEM and Client will work together to locate an acceptable staging area for the event and agree upon such area on or before February 13, 2006. d. CSEM will provide the rights to stage the event, national and international sanctioning permits and permission. e. Client will provide medical personnel to be on-site during the event. f. CSEM will provide an official and the necessary materials for drug testing of athletes. g. CSEM will provide the following events to be staged in the Village of Elk Grove Village: i. PRO International Criterium Race ii. USCF Elite Races iii. Category cycling events for USCF athletes iv. Big Wheel Race for Children h. Client will provide police officers stationed at key intersections on the course during the operational hours of the event. CSEM will provide course barricades to ensure safety of the course area. L CSEM will start the first race on Saturday at approximately 10:00 a.m. j. CSEM will strike/take down starting at the conclusion of the last race on Sunday and Client grants CSEM a minimum of four hours for final course deanup and clearance. Section 3. Right to Renew. Client's right to renew this Agreement, if any, is to be stated in writing and sent to CSEM on or before November 1st, 2006. Section 4. Management Fee. Client agrees to pay CSEM a $25,000.00 (Base Fee) for the event management, consulting and administrative services, plus 17% of any cash sponsors secured by CSEM and for all reimbursable expenses agreed upon between the two parties and outlined within the event budget. Fees. As compensation for services rendered in connection with the event, Client shall pay CSEM a base fee of $25,000.00 (the "Base Fee") in the manner provided in Section 23. The Base Fee covers consulting time, during which CSEM will complete the portions of the event management mutually agreed upon and outlined within this agreement, provided there are no changes in the scope of CSEM's engagement with Client. If, due to changes requested by Client, the parameter of the management changes for CSEM to complete the event management, and/or to finalize those portions of the event not covered by the Base Fee, Client will pay CSEM the additional fees mutually agreed upon prior to service. Expenses. In addition to Fees invoiced to Client, Client shall reimburse CSEM for all out-of-pocket expenses incurred by CSEM on behalf of Client (collectively, the "Expenses"), including but not limited to postage, messenger services, design, photography, stationary supplies, clipping services, goods and services related to the event operations, necessary equipment used on-site and agreed upon between the two parties and outlined within the event budget. All expenses will receive prior approval from the client if expense is in excess of $250 or 10% more than the budgeted amount once a budget is approved. CSEM shall not incur any individual Expense on Client's behalf in excess of $1,000 unless Client first submits the full amount of such expense to CSEM. -r• •...•• •• CSEM has the acknowledge and expertise to promote cycling events. CSEM will use its resources to advertise this event internationally into the international cycling community as well as to the national audience in the United States. On a local basis, CSEM will make its best efforts to assist with local media trade to include cable companies, television networks, radio stations and newspapers. Subject to Client's approval, CSEM will provide all media placements with respect to the event, and CSEM will determine the amount of media used to promote the event, which shall be in an amount reasonably sufficient to maximize attendance and participation in the Event, as measured by successful Events of a similar and like nature. All uses of Client's name or logo shall be subject to Client's prior approval if used by CSEM. All advertising will acknowledge CSEM's name, service mark and logo as the management company producing the Event. Section 6. Signage. Client will inform CSEM within ten days of the event all signage that needs to be displayed at the event including signage from local corporate sponsors an for municipal recognition purposes. All costs associated with the design and construction of banners for Client or its respective sponsors or affiliates shall be paid for by the client and if necessary, implemented into the budget. CSEM is not responsible for any damage to signage that is part of usage for outdoor events which includes weather (wind, rain or mud), participant, spectator or general public abuse, loss or damage beyond normal control of CSEM, its employees or officers. Section 7. Distribution of Literature. Each party shall not distribute any advertisements or promotional literature without the prior review by the other party. All drafts should be forwarded to the other party for review. CSEM and Client agree that all drafts being reviewed will be completed with 72 hours of receipt. All approved literature will be subject to compliance with municipal ordinances and governmental regulations. CSEM will coordinate and execute the direct mailing of the participant's brochures. CSEM will oversee the process of labeling, mail house bundling and the execution of the physical mailing sent directly to potential applicants for participation. Section 8. Complimentary Entry Fees. Client and CSEM may agree to give away a certain amount of complimentary entry fees to local and national sponsors, invited guest, politicians, celebrities, etc., and, if so, such terms shall be set forth jointly between the two parties no later than ten days prior to the event. Section 9. Sponsorship Commissions. Client grants CSEM the right to develop and sell corporate cash and in-kind sponsors into the event. Sponsors may become official sponsors of the event as set forth within the agreement between CSEM and sponsor. Client agrees to pay CSEM a 17% commission for cash sponsors secured for the event by CSEM. Any in-kind sponsors secured by CSEM for the event will be excluded from any commissions unless specific sponsor provides budget -relieving expenses. In-kind sponsors that provide budget relieving expenses will be commissioned at a 10% rate after a fair market value is determined between the Client and CSEM. CSEM does not guarantee the sale of any sponsorship for the event. CSEM will make its best efforts to align potential sponsors or current relationships with the event where and when possible. Section 10. Indemnification. A. CSEM shall indemnify, defend and hold Client harmless from any and all claims arising out of the production and management by CSEM, its officers, directors or employees, of the event, provided that this indemnity shall not extend to any claims arising out of or in connection with any acts or omissions of Client, whether or not such acts or omissions amount to negligence. B. Client shall indemnify, defend and hold CSEM harmless from any and all claims arising out of or in connection with (i) any acts or omissions of Client, its officers, directors or employees, (ii) the use of CSEM's name or logo by Client, (iii) the use, operation or transportation of any of Client's equipment, whether or not such acts amount to negligence and (iv) the conduct of any promotion by Client in any way related to the event, CSEM or the location of the event. C. Insurance. The parties agree to purchase an event policy covering all athletes, spectators, workers and volunteers. This liability insurance policy will have amounts minimally of $2,000,000. The cost of this policy will be placed into the overall operating budget. Both parties shall be include on the policy as insured holders of the policy. Failure of either party to request such coverage shall not be deemed a waiver of this requirement. D. CSEM maintains an insurance policy for money collection. This policy covers theft and loss up to $20,000 per occurrence. CSEM maintains a collection procedure that is accordance with our carrier. The theft and money collection policy is enforced only if CSEM is collecting money on -behalf of client, supervising and managing collections during the event. E. CSEM maintains an auto insurance policy for coverage on vehicles owned, leased, rented or borrowed with respect to the operations of CSEM workers for use during the events. This policy is $1,000,000 of liability, 500,000 for collision and 500,000 for comprehensive. F. CSEM maintains an off -premise insurance policy that covers our clients up to $20,000 for goods or equipment held by CSEM for the client during transportation to and from the event or in connection with the services provided by CSEM for the client. G. CSEM maintains a workers compensation policy for its employee's at a $500,000 limit. Section 11. Pickup and Deliveries. CSEM owns vehicles that are available for pickup and delivery usage on a scheduled basis. Transportation can be provided in advance with proper notification (not less than 48 hours) prior to the pickup or delivery. The cost of a pickup or delivery is $155.00 for a two-hour minimum. If multiple pickup or deliveries are needed and more than two hours is incurred in the process, the additional charge will be $25.00 per hour after the initial two hours. 7 Section 12. Web Site Design and Management CSEM owns and maintains a web site listed as Chicagoevents.Com. CSEM will promote the event through its website. In addition, CSEM will design an event page or stand-alone website and continuously updated information related to the event. The page will include: an overview of the event, profile on your community, sponsor information, event application, on-line registration and link to the client's site or its affiliates (if applicable). Web services incur a third party fee that will be quoted and placed into the budget. Section 13. Rental Equipment CSEM will act on -behalf of the client as an agent when ordering supplies and or rental equipment. CSEM maintains an insurance policy with a $1500 deductible, which covers all rental equipment used for all events. CSEM will be responsible for the usage of this equipment unless the equipment is used directly by the client, its employees or volunteers. Equipment used by any of the client's designated workers or volunteer's remains the responsibility of the client if loss or damage occurs during the usage of the rented or leased equipment. Section 14. Fur#*rAssurance. Each party to this Agreement, upon the request of any other party to this Agreement, will execute, acknowledge and deliver such further documents or instruments and perform such further acts as may be necessary, desirable or proper to carry out more effectively the purpose of this Agreement. Each of the individuals executing this Agreement certifies that he or she is duly authorized to do so. Section 15. Empbvee Wages. CSEM may hire key and Event experienced personnel for temporary employment to work in various capacities within Events. Such temporary personnel shall be charged to Client as a reimbursable expense subject to section four of this Agreements at the rates listed immediately below. CSEM shall at all times be responsible for the management and performance of such temporary personnel. The rates listed below cover the cost of workmen's compensation insurance, general liability insurance, administrative cost and federal and state tax statements. Average wages are as follows: ➢ Supervisor: $15.00-$17.00 per hour ➢ Key Staff: $13.00-$15.00 per hour ➢ Data inputting: $15.00-$20.00 per hour ➢ Experienced Labor: $12.00-$14.00 per hour ➢ General Labor: $10.00-$12.00 per hour Section 16. Assignment This Agreement or any part hereof will not be assigned or transferred by CSEM to any person, firm, corporation, or partnership that acquires ownership or management of CSEM. This Agreement or any part hereof shall not be transferred, conveyed or assigned by Client, nor shall the use of the rights, duties or obligations granted under this Agreement in whole or in part be granted by Client without the prior written consent of CSEM. Section 17. Relationship of the Parties. The parties are acting herein as independent contractors. Nothing herein contained shall create or be construed as creating a partnership or joint venture. CSEM shall act as an agent on behalf of the Client for its general event consultation, vendor ordering, on-site production and municipal request as it pertains to the event and this agreement. The parties agree that neither entity shall have the authority to bind the other in any respect without prior approval between the two parties. Client shall be solely responsible for all wages, income taxes, worker's compensation and any other requirements for all its personnel and any of its supplies pursuant to this agreement. Sales taxes, if any, shall be the responsibility of the Client for any goods or services sold on-site by client. All of the terms of this Agreement shall apply to, be binding upon and inure to the benefit of the parties hereto, their successors, assigns, heirs and legal representatives, and all other persons claiming by, through or under them. Section 19. Entire Agreement and Modification. This Agreement contains the entire agreement between the parties relating to the subject matter hereof and all prior agreements relative hereto which are not contained herein are terminated. This Agreement may not be amended, revised, or terminated orally but only by a written instrument executed by the party against which enforcement of the amendment, revision, or termination is asserted. Any alleged amendment, revision or termination, which is not so documented, shall not be effective as to any party. This Agreement shall be governed by and construed according to the laws of the State of Illinois from time to time in effect. The failure of either party hereto to comply with the terms and conditions hereof because of an act of God, strike, labor troubles, war, fire, earthquake, act of public enemies, action of federal, state or local governmental authorities or for any reason beyond the reasonable control of such party, shall not be deemed a breach of this agreement except in the event of cancellation, CSEM shall be entitled to a specific expense payments as outlined in this agreement in Section 23. Section 22. Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been given if hand delivered or express mailed, signature requested. (a) If to Client, as follows: Elk Grove Village Municipal Building 901 Wellington Ave Elk Grove Village, Illinois 60007 Attn. Gary Perrin And, (b) if to CSEM, as follows: Chicago Special Events Management 1960 North Clybourn Avenue Rear Building Chicago, Illinois, 60614 Attn. Hank Zemola Section 23. Payments. Client agrees to the following: Pay CSEM a $3,000.00 retainer management fee to start the project. Client shall reimburse CSEM for expenses on a bi-weekly basis upon receipt of invoices submitted by CSEM to include but not limited to the placement of advertising, creative design cost, printing, direct mail cost, insurance, sanctioning or permit fees, international advertising and other expenses jointly agreed upon as reflected within the event budget. Pay CSEM a management fee payment schedule based on the following dates: $3,000.00 by April 3e, 2005. $3000.00 by September 3&, 2005. $3,000.00 by December 30th, 2005. $3,000.00 by April 3&, 2006. $3,000.00 by June 30'", 2006. Pay CSEM an expense fee for goods and services of $20,000 on or before July 30th 2006. Pay CSEM the agreed upon Prize money amount five days prior to the race. Outstanding budgeted expenses, management fees and sponsorship commissions will be paid to CSEM after final accounting and review with Client not later than forty-five days after the event. Excess income over expenses will be distributed to the Client from CSEM within forty-five working days after the event. Section 24. Conditions. Should the event be canceled due to conditions beyond the control of CSEM within thirty days of the event, i.e., Acts of God, War, Terrorism, Severe Property Damage Due to Weather, Client will reimburse CSEM its management fees to date for administrative cost and planning plus documented expenses already incurred and not recoverable by refunds. Should the event be canceled within seven days of the event, CSEM will be entitled to its full management fee plus documented non-refundable expenses. Limits of Contributions: The parties agree that Elk Grove Village has a limit of financial responsibility not to exceed more than $125,000.00. Therefore, CSEM is solely responsible for any additional expense that exceeds $125,000.00 regardless of the conditions unless the Village has placed in writing the authorization to CSEM that they wish to assume additional expenses. The event will be tailored to the overall budget based on income from participant entry fees, sponsorship and grants. Financial tailoring means that in the event not enough money is raised to cover the cost of projected expenses the event will be reduced to one day of operations verses two days of operation. The spirit of this agreement is based on mutually cooperation. 10 Signature Page AGREED AND ACCEPTED on this 14th day of December 2004. ELK GROVE VILLAGE J By: Craig B. Johnson , CRAIG B. JOHNSON, Mayor Attest: Ann I. Walsh , ANN I. WALSH, Village Clerk CHICAGO SPECIAL EVENTS MANAGEMENT By: , HENRY R. ZEMOLA, President 11