HomeMy WebLinkAbout13-0801 Moore Endeavors t3
SERVICE AGREEMENT
THIS AGREEMENT is made and entered into this 1°h day of
August, 2013, by and between the CITY OF ELGIN, Illinois, a
municipal corporation (hereinafter referred to a- the
"City" ) , and Moore Endeavors Inc. , a citizen of the State
of Illinois (hereinafter referred to as the "S?rvice
Provider" ) .
WHEREAS, the City has determined that it would s:rve a
beneficial public purpose to enter into an agreemeno with
the Service Provider for the Service Provider to p, ovide
certain contract services as described in this agreem:nt on
behalf of the City and the City' s Parks and Recreation
Department; and
WHEREAS, the Service Provider represents that it has
the necessary expertise and experience to furnis the
Subject Services upon the terms and conditions set foith in
this agreement.
NOW, THEREFORE, in consideration of the ,utual
promises and covenants contained herein, the sufficie cy of
which is hereby acknowledged, the parties hereto ereby
agree as follows :
1 . 1 .The Service Provider shall provide all o the
services as described in Exhibit A, attached hereto and
made a part hereof by this reference (such service. are
hereinafter referred to as the "Subject Services") . nless
otherwise specified in Exhibit A, the Service Provider
shall provide the Subject Services at such dates and times
as are determined and approved by the City's
and/or Recreation and Facilities Superintendent.
2 . The Service Provider shall also perfor the
Subject Services according to the Activity Plan whi h is
attached hereto and made a part hereof as Exhibit B. The
Service Provider represents and warrants that the S_rvice
Provider has the skills and knowledge necessary to c• duct
the Subject Services provided for in Exhibit A and i ,. the
Activity Plan set forth in Exhibit B. It is agreed and
understood that the City is relying on such represent.tions
and it is further agreed and understood that the S bject
Services set forth in Exhibit A and the activity pla set
forth in Exhibit B are integral parts of this agreeme t and
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not be modified, amended or altered except by a written
amendment to this agreement agreed to and executed by both
parties hereto.
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 during 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 City, 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 65% of
Listed Pre-Registered Programs and Listed Class Resident
Fees Per Person. The Service Provider shall also keep a
participant level of no less than 6 users during a given
registration period. 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 annually. The
City shall make payments to the Service Provider based upon
actual progress of the Subject Services within sixty (60)
days after the receipt and approval of an invoice. Said
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periodic payments shall not be made until the servic=s for
which payment is sought are completed and accepted b, the
City. The Service Provider shall submit invoices in a
format approved by the City. Progress reports wi 1 be
included with all payment requests. The Service Pr.vider
shall maintain records showing actual time devote• and
costs incurred. The Service Provider shall permit the
authorized representative of the City to inspect and audit
all data and records of the Service Provider for wor done
under this agreement . The Service Provider shall make these
records available at reasonable times during the agr=ement
period, and for a year after the completion of the S eject
Services to be performed pursuant to this agreement.
6 . Service Provider agrees and warrants tha• the
Service Provider has procured all licenses, permits o like
permission required by law to conduct or engage the
Subject Services provided for in this agreement, and that
the Service Provider will procure all additional lic=Jses,
permits or like permission hereinafter required b law
during the term of this agreement, and that the S=rvice
Provider will keep same in full force and effect duri a the
term of this agreement. Service Provider shall perfo.. the
Subject Services with due care and in compliance wit all
applicable legal requirements .
7 . The enrollment of students or participant- for
the Subject Services to be conducted pursuant to this
agreement is the sole responsibility and right of the ity.
Service Provider shall not disseminate information to the
public concerning the Subject Services to be con. cted
pursuant to this agreement or independently adverti-.e or
solicit students or participants for the Subject Ser ices
to be conducted hereunder except with the prior wr' tten
consent of the City's Recreation and Facil ' ties
Superintendent. Service Provider shall not represen, any
activity in which the Service Provider is en..ged,
including but not limited to the activity which i- the
subject of this agreement, as having been approve. or
otherwise use the City's name in a testimonial =neer
without the prior written permission of the C' ty's
Recreation and Facilities Superintendent. The Service
Provider shall not solicit or encourage student. or
participants enrolled by the City in the Subject Ser ices
to enroll or participate in competing or similar se ices
which are not sponsored by the City.
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1
8 . Notwithstanding any other provision hereof, the
City may terminate this agreement at any time upon written
notice to the Service Provider. In the event this
agreement is so terminated, the Service Provider shall be
paid for services actually performed.
9 . This agreement shall become effective as of the
date the Service Provider is given a notice to proceed by
the City, and unless terminated for cause or pursuant to
paragraph 8, shall be deemed concluded on the date the City
determines that all of the Service Provider's work under
this agreement is completed. A determination of completion
shall not 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 a partnership, joint venture, employment or other
agency relationship between the parties hereto. Service
Provider understands and agrees that the relationship of
the Service Provider to the City arising out of this
agreement shall be that of an independent contractor. It
is expressly agreed and understood that the Service
Provider and the Service Provider's officers, employees and
agents are not employees of the City and are not entitled
to any benefits or insurance provided to employees of the
City. City shall not be entitled to direct Service Provider
as to the means or methodology of performance of this
agreement by the Service Provider.
11. If either party violates or breaches any term of
this agreement, such violation or breach shall be deemed to
constitute a default, and the other party has the right to
seek administrative, contractual or legal remedies as may
be suitable to the violation or breach.
12 . To the fullest extent permitted by law, Service
Provider agrees to indemnify, defend and hold harmless the
City, its officers, employees, agents, boards and
commissions from and against any and all claims, suits,
judgments, costs, attorney's fees, damages or other relief,
including 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
herewith, including negligence or omissions or agents of
the Service Provider arising out of the performance of this
agreement. In the event of any action against the City,
its officers, employees, agents, boards or commissions
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covered by the foregoing duty to indemnify, defend an hold
harmless, such action shall be defended by legal coun el of
the City's choosing. The provisions of this par graph
shall survive any termination of this agreement.
13 . No official, director, officer, age: t or
employee of the City shall be charged personally o• held
contractually liable under any term or provision o " this
Agreement 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 agreem- t, a
policy of comprehensive general liability insu ance,
written in occurrence form, with limits of at least
$1, 000, 000 per occurrence for bodily injury and $1, 0+ 0, 000
per occurrence for property damage. The Service Provider
shall deliver to the City a certificate of insurance laming
the City as an additional insured. The policy shall of be
modified or terminated without ten (10) days prior • itten
notice to the City. The certificate of insurance shall
include the contractual obligation assumed by the S: rvice
Provider under Paragraph 12 hereof . 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 insu'ance;
alternatively, if the insurance states that it is exc:ss or
pro rate, it shall be endorsed to be primary with r_spect
to the City. The Service Provider shall also provid-, pay
for and maintain in effect during the term of this
agreement worker's compensation insurance in . ounts
required under the laws of the State of Illinois .
15 . In all hiring or employment made possib e or
resulting from this Agreement, there shall b no
discrimination against any employee or applicant for
employment because of sex, age, race, color, reed,
national origin, marital status, of the presence o any
sensory, mental or physical handicap, unless based u on a
bona fide occupational qualification, and this requi ement
shall apply to, but not be limited to, the foil ing:
employment advertising, layoff or termination, rates of pay
or other forms of compensation and selection for trai ing,
including apprenticeship.
16. No person shall be denied or subjecteto
discrimination in receipt of the benefit of any servic s or
activities made possible by or resulting from this
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Agreement on the grounds of sex, race, color, creed,
national 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
cancellation, termination or suspension, in whole or in
part, of the Agreement by the City.
17 . The parties intend and agreed that, if any paragraph,
sub-paragraph, phrase, clause or other provision of this
Agreement, or any portion thereof, shall be held to be void
or otherwise unenforceable, all other portions of this
Agreement shall remain in full force and effect.
18. This Agreement and its exhibits constitutes the
entire Agreement of the parties on the subject matter
hereof and may not be changed, modified, discharged or
extended except by written amendment duly executed by the
parties . Each party agrees that no representations or
warranties shall be binding upon the other party unless
expressed in writing herein or in a duly executed amendment
hereof.
19 . This Agreement shall be deemed to have been made in,
and shall be construed in accordance with the laws of the
State of Illinois. Venue for the resolution of any disputes
or the enforcement of any rights pursuant to this agreement
shall be in the Circuit Court of Kane County, Illinois.
With the sole exception of an action to recover any money
to which it may be entitled pursuant to the specific
provisions of this Agreement, and notwithstanding anything
else to the contrary in this agreement, no action shall be
commenced by the Service Provider 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 the Service Provider in this agreement and the City is
the prevailing party in such action, the City shall also be
entitled to recover from Service Provider 9% per annum
interest and attorney's fees at the rate of $300 per hour,
which Service Provider hereby agrees constitutes a
reasonable rate.
20. The Service Provider certifies hereby that it is not
barred from bidding on a public contact as a result of a
violation 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 have written sexual harassment policies that include,
at a minimum, the following information:
A. the illegality of sexual harassment;
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B. the definition of sexual harassment under state
law;
C. a description of sexual harassment, uti izing
examples;
D. the vendor' s internal complaint p ocess
including penalties;
E. the legal recourse, investigative and com laint
process available through the I1 inois
Department of Human Rights, and the I1 inois
Human Rights Commission;
F. directions on how to contact the departme t and
commission;
G. protection against retaliation as provid d by
Section 6-101 of the Human Rights Act .
A copy of the policies must be provided o the
Department 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 te-t and
criminal history background check. The requir:ments
necessary to constitute "passing" shall be at City' s sole
discretion. Service Provider warrants and represent-, and
understands and agrees, that as a term and conditi.n of
this agreement that Service Provider is not and ha- not
within the past thirty (30) days, and shall not duri g the
term of this agreement, use or used any illegal dr g or
unexplained legal drug; nor has Service Provider been
convicted of any crime of which Service Provider has ailed
to provide written notice to City. In the evert that
Service Provider is determined to have violated this •r any
other provisions of this agreement, Service Provider shall
be deemed to be in breach of this agreement, and m=y be
terminated by City immediately without penalty to City.
23 . All notices, reports and documents required under this
Agreement shall be in writing and shall be mailed by First
Class Mail, postage prepaid, addressed as follows:
As to the City: As to Service Provider:
City of Elgin Moore Endeavors Inc.
150 Dexter Court 914 Pearl St.
Attn: Mitch Lehman Belvidere IL 61008
24. This agreement is and shall be deemed to constr e to
be a joint and collective work product of the City an. the
Service Provider and, as such, this agreement shall n.t be
construed against the other party, as the othe' wise
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purported drafter of same, by any court of competent
jurisdiction in order to resolve any inconsistency,
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 sole 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 warrants
to the City that all Service Provider's employees 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
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 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.
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IN WITNESS WHEREOF, the undersigned have enter d into
executed this agreement on the date and year first ritten
above.
CITY OF ELGIN, a municipal (SERVICE PROVIDER) '
Corporation
By `% � _ By
Richard G. Kozal
Assistant City Manager
Atrt :
Naue/
City Clerk
II
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EXHIBIT A
DESCRIPTION OF SERVICES TO BE PROVIDED BY SERVICE PROVIDER:
The focus of American Institute Martial Arts (AIM) is
purely self-defense and making better people. We are
dedicated to the very highest standards in martial arts and
self-defense training.
MARTIAL Arts and self-defense instruction 'one t'o 'four days
a week for preregistered monthly sessions. Instructor will
also provide free demonstration sessions.
DATES AND TIMES OF SERVICES:
Mondays & Wednesdays, 4-9pm weekly
August 1st, 2013 to July 31st, 2014
(Monthly sessions held though out the annual agreement
term)
LOCATION OF SERVICES:
Eastside Recreation Center
1080 East Chicago Street
Elgin, IL 60120
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EXHIBIT B
ACTIVITY PLAN
The focus of America Institute of Martial Arts is purely
self defense and making better people. We are dedicated to
the very highest standards in martial arts and self defense
training.
We regularly teach FREE STRANGER DANGER and ANTI BULLY
seminars and clinics for youth and Children.
Synergy Tai Chi Qigong.
Monday & Wednesday 5-5 : 45 PM Ages 15-UP
With a 4000 year history, this holistic and gentle e ercise
can influence your health in a very positive way. t has
been proven :o reduce stress, enhance mental con_cen ration
and focus while creating a balance of mind-body and pirit.
"If you want to live to be 100, do QIGONG. " Dr. Me t Oz .
Grandmaster Moore even uses it to treat his M ltiple
Sclerosis !
TaeKwonDo Yeon Oh Kwan/Synergy Kenpo (Boxeo Chino)
Monday & Wednesday 5-5 :45 PM Ages 3-6
Monday & Wednesday 6-7 PM Ages 7-UP
This is a fantastic program from children and you ali e. It
incorporates the kicking techniques of Tae Kwon Do a _d the
Self Defense techniques of Shaolin Kempo to form . very
well rounded system that teaches true Self Defense, Inner
Strength and Discipline in a fun filled environment This
is great for kids of all ages !
Synergy Jujitsu/Ground Survival (Sobrevivencio Terrena )
Monday & Wednesday 7-8PM Ages 10-UP
This is a very interesting blend of Brazilian Ju 'itsu,
Judo, Hapkido and Ryukyu Kempo to create a very eff ctive
ground fighting system that still focuses on Self D fense
rather than sport or cage fighting. This is grea for
people who enjoy wrestling and ground grappling.
Arnis De Mano / (Artes de Combate de Palo Espanol)
Monday & Wednesday 7-8PM Ages 14-UP
This is a very unique style of Filipino Stick fighting that
is very practical and fun! From learning stick drills to
strikes, blocks, deflections and locks this is a very
useful and effective system of Self Defense.
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EXHIBIT B (cont'd)
Combat Hapkido Combate Hapkido (Hapkido Combate)
Monday & Wednesday 8-9PM AGES 14-UP
Tuesday & Thursday 11 : 45AM- 12 :30PM
This is largely considered to be the best Self Defense
system in the world. It focuses on low kicks break aways
and easy to use joint locks for maximum power and
effectiveness . No Forms or Katas just great self defense.
This course is great for people in high risk positions that
need effective self defense training fast.
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• CERTIFICATE OF INSURANCE I 07/10/2013
PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
Grizzly Insurance Agcy, LLC HOLDER. THIS CERTIFICATE DOES NOT AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
PO Box 1927 COMPANIES AFFORDING COVERAGE
Castle Rock, CO 80104
888-868-1164 Company
Letter A United States Fire Insurance Company
INSURED Company B United States Fire Insurance Company
Moore's Endeavors, Inc. dba Letter
South Elgin Martial Arts CompanyLter
C
Donald Moore Company
Letter
105B LaFox
Company
Elgin, IL 60123 Letter E
COVERAGES
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE USTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED,NOTWITHSTANDING
ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE
AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. OMITS SHOWN MAY HAVE BEEN REDUCED BY
PAID CLAIMS. This certificate of insurance does not affirmatively or negatively amend,extend,or atter the coverage afforded by the insurance policy."
CO ' TYPE OF POLICY POLICY
LTR INSURANCE POLICY NUMBER EFFECTIVE DATE EXPIRATION DATE LIMITS
(MM/DD/YY)1 (MM/DD/YY)
General Liability General Agg $2,000,000
X Commercial General Liability Professional $1,000,000
I
Clams
I x I Occur. AlPersonal $1,000,000
&
A x Includes Athletic Participants USP121539 6/5/2013 6/5/2014 Property Damage $1,000,000
Each Occurrence $1,000,000
_ Fire Damage $300,000
Indudes Professional Liability Deductible $0
Accident Medical Per Accident $100,000
B Insurance US149053 6/5/2013 6/5/2014 Deductible $250
C Equipment Insurance Equipment Limit
Deductible $250
Description of Operation
Martial Arts Training
The Certificate Holder(s) is added as an additional insured but only with respect to liability arising out of
operations of the named insured during the policy period.
Certificate Holder—Additional Insured
City Of Elgin
Eastside Recreation Center
1080 E. Chicago Street
Elgin, IL 60120
Cancellation
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,THE ISSUING COMPANY
WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,BUT FAILURE TO MAIL SUCH
NOTICE WILL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE COMPANY,ITS AGENTS OR REPRESENTATIVES
AUTHORIZED REPRESENTATIVE-Don Baldwin Martial Arts Insurance Program
Dan !Bin www.karateinsurance.com • 888-868-1164
fax 303-484-4431