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HomeMy WebLinkAbout11-0110 Spring Hill Gymnastics 11- 0110 SERVICE AGREEMENT THI . AGREEMENT is made and entered into this 10th thy of January , 2011, by and between the CITY OF ELGI , Illinois, a municipal corporation (hereinafter referred to as the "City") , and Spring Hill Gymnastics, Inc. , - corporation organized and existing under the laws of the .tate of Illinois (hereinafter referred to as the "Service Provider") . WHE-EAS, the City has determined that it would serve a benefici:1 public purpose to enter into an agreement with the Ser ice Provider for the Service Provider to provide certain contract services as described in this agreement on behalf .f the City and the City' s Parks and Recreation Departm t; and WHD'EAS, the Service Provider represents that it has the necessary expertise and experience to furnish the Subject Services upon the terms and conditions set forth in this agreement. NO , THEREFORE, in consideration of the mutual promise- and covenants contained herein, the sufficiency of which i_ hereby acknowledged, the parties hereto hereby agree a- follows: 1. The Service Provider shall provide all of the service- on the dates and times as described in Exhibit A attache. hereto and made a part hereof (such services are hereinafter referred to as the "Subject Services") . 2 . The Service Provider shall also perform the Subject Services according to the Activity Plan which is attache• hereto and made a part hereof as Exhibit B. The Service Provider represents and warrants that the Service Provide , has the skills and knowledge necessary to conduct the Subject Services provided for in Exhibit A and in the Activit Plan set forth in Exhibit B. It is agreed and understood that the City is relying on such representations and it is further agreed and understood that the Subject Service- set forth in Exhibit A and the activity plan set forth in Exhibit B are integral parts of this agreement and not be modified, amended or altered except by a written amendme t to this agreement agreed to and executed by both parties hereto. C:\Users\Us=r\Appdata\Local\Microsoft\windows\Temporary Internet Files\LOW Content. IE5\KZQJ97TI\Spring_Hill_Gymnastics_2011 [1] . Docx authoriz -d representative of the City to inspect and audit all data and records of the Service Provider for work done under this agreement. The Service Provider shall make these records .vailable at reasonable times during the agreement period, :nd for a year after the completion of the Subject Services to be performed pursuant to this agreement. 6. Service Provider agrees and warrants that the Service l'rovider has procured all licenses, permits or like permission required by law to conduct or engage in the Subject Services provided for in this agreement, and that the Ser ice Provider will procure all additional licenses, by law hereinafter permits or like permissionrequired during he term of this agreement, and that the Service Provide will keep same in full force and effect during the term of this agreement. Service Provider shall perform the Subject Services with due care and in compliance with all applica.le legal requirements. 7 . The enrollment of students or participants for the Subject Services to be conducted pursuant to this agreeme t is the sole responsibility and right of the City. Service Provider shall not disseminate information to the public oncerning the Subject Services to be conducted pursuant to this agreement or independently advertise or solicit students or participants for the Subject Services to be Conducted hereunder except with the prior written consent of the City' s Recreation and Facilities Superintendent. Service Provider shall not represent any activit in which the Service Provider is engaged, includi g but not limited to the activity which is the subject of this agreement, as having been approved or otherwi-e use the City' s name in a testimonial manner without the prior written permission of the City' s Recreat on and Facilities Superintendent. The Service Provide , shall not solicit or encourage students or participants enrolled by the City in the Subject Services to enroll or participate in competing or similar services which ale not sponsored by the City. 8 . Notwithstanding any other provision hereof, the City ma terminate this agreement at any time upon written notice to the Service Provider. In the event this agreeme t is so terminated, the Service Provider shall be paid fo services actually performed. 9. This agreement shall become effective as of the date th- Service Provider is given a notice to proceed by C:\Users\Us r\Appdata\Local\Microsoft\Windows\Temporary Internet Files\Low Content.IE5\KZQJ97TI\Spring_Hill_Gymnastics_2011 [1] . Docx the Cit , and unless terminated for cause or pursuant to paragrap 8, shall be deemed concluded on the date the City determin •s that all of the Service Provider' s work under this agreement is completed. A determination of completion shall no constitute a waiver of any rights or claims which the City may have or thereafter acquire with respect to any term or Provision of the agreement. 10. This agreement shall not be construed so as to create . partnership, joint venture, employment or other agency , elationship between the parties hereto. Service Provider understands and agrees that the relationship of the Ser ice Provider to the City arising out of this agr eemen shall be that of an independent contractor. It is expressly agreed and understood that the Service Provide and the Service Provider' s officers, employees and agents .re not employees of the City and are not entitled to any ienefits or insurance provided to employees of the City. C' ty shall not be entitled to direct Service Provider as to he means or methodology of performance of this agreeme by the Service Provider. 11. If either party violates or breaches any term of this agreement, such violation or breach shall be deemed to constit to a default, and the other party has the right to seek a. inistrative, contractual or legal remedies as may be suit.ble to the violation or breach. 12. To the fullest extent permitted by law, Service Provide , agrees to indemnify, defend and hold harmless the City, its officers, employees, agents, boards and commissions from and against any and all claims, suits, judgmenus, costs, attorney' s fees, damages or other relief, includi g but not limited to worker' s compensation claims, in any way resulting from or arising out of negligent actions or omissions of the Service Provider in connection herewit , including negligence or omissions or agents of the Service Provider arising out of the performance of this agreeme t. In the event of any action against the City, its officers, employees, agents, boards or commissions covered by the foregoing duty to indemnify, defend and hold harmles- , such action shall be defended by legal counsel of the Ci ■y' s choosing. The provisions of this paragraph shall s rvive any termination of this agreement. 13 No official, director, officer, agent or employe: of the City shall be charged personally or held C:\Users\Us•r\Appdata\Local\Microsoft\Ylindows\Temporary Internet Files\LOW Content. IE5\KZQJ97TI\Spring_Hill_Gymnastics_2011 [1] . Docx 3. The Service Provider shall perform the Subject Services at the location specified in Exhibit A. In connection with the Subject Services to be performed on other than City properties, the Service Provider warrants and agrees to maintain all facilities and equipment used in the performing of the Subject Services in a clean, sanitary and safe condition and free from defects of every kind whatsoever. Service Provider agrees and warrants that the Service Provider will periodically inspect all of such facilities and equipment for such purposes. Service Provider also warrants that the Service Provider and the Service Provider' s facilities and equipment used in the performing of the Subject Services are not now, nor shall be durir.g the term of this agreement in violation of any health, building, fire or zoning code or regulation or other applicable requirements of law. In connection with the Subject Services on properties owned or controlled by the Cit14 , Service Provider agrees and warrants to use, and to cause persons participating in the Subject Services to use, through proper supervision and control, all facilities with due care, and to report all defects in or damage to any such facilities, and the cause thereof, if known, immediately to the City' s Recreation and Facilities Superintendent. 4 . The Service Provider shall complete, maintain and submit to the Recreation and Facilities Superintendent of the City, or her designee, any and all records, reports and forms relating to the Subject Services and this agreement as requested by the City. 5. The City shall pay the Service Provider for the Subject Services under this agreement the amount of 80% of Elgin Resident Fee; Notwithstanding anything to the contrary in this agreement, the total monies to be paid by the City to the Service Provider pursuant to this agreement shall not exceed the total amount of $20, 000. The City shall rrake payments to the Service Provider based upon actual >rogress of the Subject Services within sixty (60) days after the receipt and approval of an invoice. Said periodic payments shall not be made until the services for which payment is sought are completed and accepted by the City. The Service Provider shall submit invoices in a format approved by the City. Progress reports will be included with all payment requests. The Service Provider shall maintain records showing actual time devoted and costs incurred. The Service Provider shall permit the C:\Users\User\Appdata\Local\Microsoft\Windows\Temporary Internet Fees\Low\Content. IE5\KZQJ97TI\Spring_Hill_Gymnastics_2011 [1] . Docx contractially liable under any term or provision of this Agreemen or because of their execution, approval or attempted execution of this Agreement. 14 . The Service Provider shall provide, pay for and maintain in effect, during the term of this agreement, a policy of comprehensive general liability insurance, written in occurrence form, with limits of at least $1, 000, 010 per occurrence for bodily injury and $1, 000, 000 per occ rrence for property damage. The Service Provider shall deliver to the City a certificate of insurance naming the Cit as an additional insured. The policy shall not be modified or terminated without ten (10) days prior written notice ' o the City. The certificate of insurance shall include the contractual obligation assumed by the Service Provider under Paragraph 12 hereof. This insurance shall apply a. primary insurance with respect to any other insuran - or self-insurance programs afforded to the City. There s all be no endorsement or modification of this insuran•- to make it excess over other available insurance; alterna ively, if the insurance states that it is excess or pro rat: , it shall be endorsed to be primary with respect to the lity. The Service Provider shall also provide, pay for an. maintain in effect during the term of this agreeme worker' s compensation insurance in amounts require. under the laws of the State of Illinois. 15 . In all hiring or employment made possible or resulti g from this Agreement, there shall be no discrim' nation against any employee or applicant for employment because of sex, age, race, color, creed, nationa origin, marital status, of the presence of any sensory, mental or physical handicap, unless based upon a bona fi "e occupational qualification, and this requirement shall . .ply to, but not be limited to, the following: employment advertising, layoff or termination, rates of pay or othe forms of compensation and selection for training, includi g apprenticeship. 16. No person shall be denied or subjected to discrim'nation in receipt of the benefit of any services or activit es made possible by or resulting from this Agreeme t on the grounds of sex, race, color, creed, nationa origin, age except minimum age and retirement provisions, marital status or the presence of any sensory, mental or physical handicap. Any violation of this provision shall be considered a violation of a material provision of this Agreement and shall be grounds for cancell. tion, termination or suspension, in whole or in part, o the Agreement by the City. C:\Users\Us .r\Appdata\Local\Microsoft\windows\Temporary Internet Files\Low Content.IE5\KZQJ97TI\Spring_Hill_Gymnastics_2011 [1] . Docx 17 . The parties intend and agreed that, if any paragraph, sub-paraoraph, phrase, clause or other provision of this Agreemen , or any portion thereof, shall be held to be void or otherwise unenforceable, all other portions of this Agreemen shall remain in full force and effect. 18 . This Agreement and its exhibits constitutes the entire agreement of the pa rties on the subject matter changed,hereof . nd maynot be g , modified, discharged or extended except by written amendment duly executed by the parties. Each party agrees that no representations or warranti-s shall be binding upon the other party unless expresses in writing herein or in a duly executed amendment hereof. 19. Thi. Agreement shall be deemed to have been made in, and sha 1 be construed in accordance with the laws of the State of Illinois. Venue for the resolution of any disputes or the =nforcement of any rights pursuant to this agreement shall b in the Circuit Court of Kane County, Illinois. With the sole exception of an action to recover any money to whic it may be entitled pursuant to the specific provisi.' s of this Agreement, and notwithstanding anything else to the contrary in this agreement, no action shall be commence. by the Service Provider against the City for monetar damages. In the event any legal action is brought by the ity for the enforcement of any of the obligations of the .ervice Provider in this agreement and the City is the pre ailing party in such action, the City shall also be entitle. to recover from Service Provider 9% per annum interess and attorney' s fees at the rate of $300 per hour, which .ervice Provider hereby agrees constitutes a reasona•le rate. 20. Th: Service Provider certifies hereby that it is not barred rom bidding on a public contact as a result of a violati.n of 720 ILCS 5/33E et seq. or any similar state or federal statute regarding bid rigging. 21. As a condition of this contract, the Service Provider shall h. ve written sexual harassment policies that include, at a mi imum, the following information: the illegality of sexual harassment; : . the definition of sexual harassment under state law; a description of sexual harassment, utilizing examples; C:\Users\Us r\Appdata\Local\Microsoft\Windows\Temporary Internet Files\LOW Content.IE5\KZQJ97TI\Spring_Hill_Gymnastics2011 [1] . Docx D the vendor' s internal complaint process including penalties; E the legal recourse, investigative and complaint process available through the Illinois Department of Human Rights, and the Illinois Human Rights Commission; F directions on how to contact the department and commission; G. protection against retaliation as provided by Section 6-101 of the Human Rights Act. A copy of the policies must be provided to the Departme t of Human Rights upon request 775 ILCS 5/2-105. 22 . As a further condition of this agreement, the Service Provider shall submit to and pass a drug test and crimina history background check. The requirements necessa to constitute "passing" shall be at City' s sole discret ' .n. Service Provider warrants and represents, and underst.' ds and agrees, that as a term and condition of this ag eement that Service Provider is not and has not within 'he past thirty (30) days, and shall not during the term of this agreement, use or used any illegal drug or unexpla' ned legal drug; nor has Service Provider been convicted of any crime of which Service Provider has failed to pro ide written notice to City. In the event that Service Provider is determined to have violated this or any other p ovisions of this agreement, Service Provider shall be deemed to be in breach of this agreement, and may be terminaued by City immediately without penalty to City. 23. Al notices, reports and documents required under this Agreeme t shall be in writing and shall be mailed by First Class M. il, postage prepaid, addressed as follows: is to the City: As to Service Provider: 4ity of Elgin Spring Hill Gymnastics Inc. 50 Dexter Court 2750 Pinnacle Dr. #200 : lgin, IL 60120-5555 Elgin, IL 60124 ' ttn: Deb Barr 24 . Th s agreement is and shall be deemed to construe to be a j o:nt and collective work product of the City and the Service Provider and, as such, this agreement shall not be constru: d against the other party, as the otherwise purported drafter of same, by any court of competent jurisdi' tion in order to resolve any inconsistency, C=\Ds�ra\ILi r\Appdate\Loce1\Microsoft\Windoxs\Temporary Internet Files\Low Content.IE5\KZQJ97TI\Spring_Hill Gymnastics_2011 [1] . Docx • ambiguity, vagueness or conflict, if any, of the terms and provisions contained herein. 25. This agreement shall be binding on the parties hereto and their respective successors and permitted assigns. This agreement and the obligations herein may not be assigned by the Service Provider without the express written consent of the City which consent may be withheld at the sDle discretion of the City. 26. Notwithstanding any other provision of this agreement it is expressly agreed and understood that in connection with the performance of this agreement that the Service Provider 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, Service Provider hereby certifies, represents and warrant s v' employees to the City tha t all Service Provider' s and/or agents who will be providing products and/or services with respect to this agreement shall be legal residents of the United States. Service Provider shall also at its expense secure all permits and licenses, pay all charges and fees give ive 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 the Service Provider to determine Service Provider' s compliance with the provisions of this section. In the event the City proceeds with such an audit the Service Provider shall make available to the City the Service Provider' s relevant records at no cost to the City. Service Provider shall pay any and all costs associated with any such audit. IN WITNESS WHEREOF, the undersigned have entered i • executed this agreement on the date and year first wri ► ' ' above. CITY OF ELGIN, a municipal (SERVICE PROVIDER /® Corporation * 46 01410 / 009"r APAU By By-�' / !i.�Ie . A, � \s Richard G. Kozal , / �_ Assistant City Manager ` C:\Users\Usor\Appdata\Local\Microsoft\Windows\Temporary nternet Files\Low\Content. IE5\KZQJ97TI\Spring_Hill_Gymnastics_2011 [1] .Docx Attest: City C1e=k C:\Users\User\Appdata\Local\Microsoft\windows\Temporary Internet Files\Low\Content. IE5\KZQJ97TI\Spring_Hi11_Gymnastics_2011 [1] . Docx EXHIBIT DESCRIPT ON OF SERVICES TO BE PROVIDED BY SERVICE PROVIDER: Gymnasti s and Tumbling Instructional Classes DATES • • TIMES OF SERVICES: January December 2011 LOCATIO OF SERVICES: Spring ' 11 Gymnastics, Inc. 2750 Pi I acle Dr. Suite 200 Elgin, II 60124 EXHIBIT �= ACTIVITY PLAN TO BE PROVIDED Level 11 -tructional Gymnastics Classes - Our instruct •nal program is based on USAG Jr. Olympic levels programs as well as over 20 years of gy nastics experience! The classes are designed to provide students with a goal- oriented, no -competitive curriculum of progressive skills, including strength and flexibility! Super St:rs Continuing d e basic concepts learned in `Superstars', this class advances into more"skill oriented"a• ivities. We learn Cartwheels and Handstands! Backbends and Flip-Flops! Push-ups a d Splits! And Much, Much More! Kinder F ippers Children wil be learning basic gymnastic skills on their own! Focusing on hand-eye coordinatio , balance, movements, flexibility, and strength all taught with positive reinforcem- t. The class is very `hands on'. Creating high self esteem is our major goal. Tumblin'! for Cheerleading Learn eve , hing you need to know to make the squad! You'II love this stuff - we use all of he latest and greatest training equipment and safety mats. We'II work on Stuntin n , Mounting, Jumps and Dance!! C_\users\tls r\Appdata\Local\Micro5ott\Windows\Temporary Internet Files\Low Content. IE5\KZQJ97TT\Spring_Hill_Gymnastics_2011 [1] . Docx 1411"4. i .j\=t it r �i��� �r fI--,. 1 _" _ � 1 .I • r� License No, 11 00016960 Control No, 0014279 q: t f / , i 1.;!:_fur,L--/ ( 0,: 74...,..) - 1(,.. 3, 1 ,,f,;:..,k,..,,,,,,,_...7./_", , I ry 11:14,44 .1.,_.;_:,,,,1 , ,„„. , \-.4 ' CITY OF ELGIN . , GENERAL BUSINESS 1 OK-19999 SQUARE FEET 4.. ,�,, Toi .:,,, Si , -- „ `, -----:: Mfi SPRING HILL GYMNASTICS INC y , \_,,, _ 1 r, :\ .4( 114 1 SPRING HILL GYMNASTICS INC Issue date: December 23, 2010 le- 2750 PINNACLE DR #200 Expiration date: December 31, 2011 } -likli ELGIN IL 60124 , r'. \.. n /f l,- ����J� s i 1` f 1` / . ‹ �xL � V\ � tYU ''��jj_ �( ` � _HS �1Y ,--k. V 74 o° x > '! `- — \`\a R14 ,,,,,,, ___,, _`r!I ` p •a �"�