Attachment Loe Communicatton ML OA wre. Ol oli7 hind RECEIVED FOR FILE EVENT AGREEMENT ITOCR 10 ARO: u8 WHEREAS The Banko’s Music Foundation, Inc., a Connecticut corporation ‘having its primary place of business at 36 Sagamore Rd, Shelton, CT, and a mailing auch address of PO Box 252, Shelton, CT 06484 (hereinafter “the foundation”) engages in’@Wh AND CITT CLERK variety of activities to benefit music education, and poh SORNECTICUT WHEREAS The City of Ansonia, having its principal place of business at 253 Main Street, Ansonia, CT 06401, (hereinafter “the city"), desires that the foundation should manage and produce the event described below, NOW, THEREFORE, the foundation and the city, (cach a “party”, together “the parties”) agree as follows: 1, Event, The foundation shall plan, produce and manage a one-day outdoor concert featuring one or more musical acts, a variety of food and beverage vendors, and optionally merchandise vendors and a kid zone (“the event’). 2. Venue. The event will take place at the city’s property known as Nolan Ficld, 111 Wakelee Ave, Ansonia, Connecticut 06401, including all parking, fields and structures (“the venue”). 3. Date and Time, The event will take place from 4:00pm to 10:00pm on Saturday, July 28, 2018. 4, Rain Date and Time. If the cvent cannot reasonably be held on the above date due to severe weather, then it will be held on Sunday, July 29, 2018 from 2:00pm to 8:00pm. 5. Admission, Admission will be free; the foundation will solicit donations at the event. 6. Compensation, Neither party wall provide any monetary compensation to the other, except as explicitly provided herein. 7. City Obligations: the city shall provide or perform the following for the event, at no cost to the foundation: a) personal appearance and public address by the Mayor of Ansonia, immediately before the main act, including acknowledgement of the foundation’s efforts; b) availability of Mayor for media interviews in conjunction with the foundation; ) any information or records pertaining to previous events that might be of use to the foundation; 4) any and all permits required to hold the event, including but not limited to food service permits, beer garden permit, BMI and ASCAP fees; e) one or more sponsors already committed to the event, totaling at least $15,000 in cash sponsorship revenue; 4) city staff will refer all sponsor, vendor and donor inquiries tothe foundation's event hotline; 48) the occasional advice, time and effort of Rich DiCarlo and Greg Martin, ot other similarly qualified city employees, as needed; {01060138.DOC Ver. 1} Ansonia Event Agreement 10/10/2017h) exclusive use of the venue beginning July 26 throngh July 31, with the understanding that some vendors may need additional time to remove their equipment; §) coordination with the foundation of any promotion and advertising that the city might do; 4) adequate police and security services during the event and while vendor equipment is present at the venue; 1) adequate emergency medical services including an ambulance and EMTs on site; 1) fall access to the field house for toilet, green room, and any other use; 1m) utilities including but not limited to water, field lighting and electrical service, including any required upgrades to the existing service and sufficient backup power; and 1) maintenance of the venue before, during and after the event, including but not limited to trash removal, restroom cleaning and field clean-up. the following for the 8. Foundation Obligations. The foundation shall provi event, at no cost to the city: a) event planning, management and production; ») all entertainment, including performers and staging, light and sound; ©) workers and volunteers on the day, excluding police, EM'T and public works; 4) adequate portable toilets to supplement the field house toilets; ©) advertising and promotion above and beyond what the city provides; 9, Top Billing. The city and the foundation will share top billing in all event marketing; approximately half the marketing will mention the city first. 10, Expected Outlay, The foundation expects to lay out approximately $160,000 (one hundred thousand dollars) toward the event, which it hopes and expects to recoup, and more; the foundation is not obligated hereby to lay out any specific amount. TH. Revenue. All revenue from the event, including but not limited to vendor fees, sponsorship, advertising, fundraising and donations (the “revenue"), shall goto the foundation to cover costs; excess funds, if any, shall be used for the charitable works of the foundation, The city shall not be entitled to any share of the revenue. If any sponsor, advertiser of donor remits funds to the city in error, the city agrees to remit those funds to the foundation 12, Exclusive Authority. The foundation will have exclusive authority over this eveiit, including but not limited to: vendor selection, entertainment selection, logo design, marketing decisions, hiring workers and volunteers, and physical layout (site plot); the city shall not revoke that authority without material cause. 13, Security, Health, and Safety. The city warrants that the venue will be of sufficient size for safe conduct of the event and that the venue is of stable construction. ‘The city represents that it carties personal injury and property insurance sufficient to cover foreseeable claims. 14, Noise Complaints, The city represents that noise complaints have not been an issue in previous years and should not be an issue for the event. {01060138.DOC Ver. 1} Ansonia Event Agreement 10/10/201715, Indemnification. The city will indemnify, defend and hold the foundation harmless against any claims arising from the event. It is understood and agreed that indemnification does not extend to claims for injuries or damages which are caused by the negligence or other misconduct of the Foundation or its officers, employees, agents, servants or volunteers, on the day (s) of the event, and does not extend to any location not under the control of the City of Ansonia and does not extend to eizcunnstances which are completely unrelated to the activities of the event. 16, Change of Management. The parties agree that all rights and obligations hereunder shall survive any changes in management or administration of either party. 17, Non-Performance: In the event that one party fails to perform any of its obligations hereunder, the other party shall have the right fo, bu shall not be obligated to, perform the first party's obligation and recover the cost of doing so ftom the first party. 18. Cancellation. Either party may cancel the event by giving the other party writen notice by May 1, 2018 and reimbursing the other party forall actual and reasonable costs and expenses the other party incurred in connection with the event. In addition, either party may cancel the event without penalty if the other materially breaches this agreement 19, Enforcement, Collection. Fach party shall be entitled to recover from the other party any costs or expenses arising from the collection of amounts due hereunder from the other party, or enforcement against the other party of its rights hereunder, including but not limited to reasonable and customary collection agency fees, attomey fees and court costs. 20, Miscellaneous 20.1. Headings, ‘The headings appearing at the beginning of the sections and/or paragraphs contained in this Agreement are for identification and reference purposes ‘only and shall not be used to determine the construction or interpretation of this, Agreement. 20.2. Notices. Any notice or demand required or permitted hereunder shall be in writing and deemed given when personally delivered or deposited in the U.S. Mail, postage prepaid, sent certified or registered, and addressed as respectively set forth above or to such other address as any Party shall have previously designated by like notice. 20.3. Arbitration, Any controversy of claim arising out of of relating to thi ‘Agreement or the breach thereof shall be settled in accordance with the Commercial Arbitration Rules of the American Arbitration Association, The locale of the arbitration shall be in Connecticut, and the Judgment upon the award rendered by the “Arbitrator may be entered in any court having jurisdiction thereof. 20.4. Governing Law and Jurisdiction. This Agreement will be governed by Connecticut law, without regard to its conflicts of law principles, and applicable federal law. The Parties hereby agree thatthe exclusive jurisdiction and venue for any {01060138.DOC Ver. 1} Ansonia Event Agreement 10/10/2017litigation other than the enforeement of an arbitration award shall be the state or federal courts of Connecticut. 205. Binding Effect and Assignment. Neither party may assign this agreement or any of their rights or obligations under this agreement without the prior written cousent of the other party; such consent shall not be unreasonably withheld. This Agreement shall be binding upon the Parties hereto, their heirs, successors, and assigns. References to any Party hereto shall include their heirs, successors, and assigus, 206. No Implied Waiver. Any fuilure or delay in enforcing an obligation, or exercising 2 right or remedy, by either party, shall not be construed as a waiver of any obligation, right or remedy hereunder. 20,7. Modification of Agreement, No modification or amendment of any provision of this Agreement shall be binding unless it is in writing and signed by both Patties, 20.8. Severability. If any term, provision, or condition of this Agreement is held by a court of competeat jurisdiction to be invalid, void or unenforceable, the remainder of the Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. Furthermore, if any term, provision, or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable strictly by reason of duration, degree, or scope, then it shall be construed by limiting and reducing it, so as to be enforceable to the maximum extent compatible with applicable law, while preserving as much as possible its essential purpose, 209, Entire Agreement. This Agreement contains the entire understanding between the Parties hereto and supersedes all previous communications, representations and Agreements, oral or written, with respect to the subject matter hereof. IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed by their duly authorized representatives on this the \G{_day of_O C>x- 2017. For Foundation: For City: iro, Director {01060138.DOC Ver. 1} Ansonia Event Agreement 10/10/2017