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HomeMy WebLinkAbout24-0508 Flat43 BMXSERVICE AGREEMENT THIS SERVICE AGREEMENT ("Agreement") is hereby made and entered into this 8�_day of May 2024, by and between the City of Elgin, Illinois, an Illinois home rule municipal corporation (hereinafter "City") and Flat43 BMX, (hereinafter "Provider"). NOW, THEREFORE, for and in consideration of the mutual promises and covenants contained herein, the sufficiency of which is hereby mutually acknowledged, the parties hereto hereby agree as follows: 1. SERVICES. The City shall purchase, and PROVIDER shall perform the Services in accordance with the price, terms and conditions contained herein (collectively, "Services"). a. Date of Services. PROVIDER will perform the Services on Tuesday July 4, 2023 ("Performance Date"). b. Cost of Services. The City shall pay P r o v i d e r a total Five Hundred and Fifty Dollars ($550.00) for the performance of Services (hereinafter "Cost of Services"). The City will pay Two Hundred and Seventy -Five Dollars ($275.00) to Provider at least four (4) weeks prior to the Performance Date. If Provider satisfactorily completes the Services, in the City's sole discretion, the City will pay the remaining Two Hundred and Seventy -Five Dollars ($275.00) to Provider. c. Location of Services. Provider will perform the Services on Slade Avenue and Douglas Avenue in conjunction with the Fourth of July Parade route. d. Time of Services. Provider will perform the Services from 9:00 A.M. until 10:00 A.M ("Time of Performance"). e. Description of Services. Provider will perform the following Services: i. Provider shall supply, at its sole cost and expense, performers in costumes who shall perform while walking in the parade. ii. Provider shall also supply, at its sole cost and expense, up to one (1) vehicle and one (1) driver to accompany the Provider during the performance of Services. f. Sound and Setup. At least Forty -Five (45) minutes prior to the Time of Performance, Provider will perform all necessary sound and setup arrangements necessary to perform the Services, at its sole cost and expense. 2. LAW/VENUE. This agreement is 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 agreement shall be the Circuit Court of Kane County, Illinois. Provider hereby irrevocably consents to the jurisdiction of the Circuit Court of Kane County, Illinois for the enforcement of any rights, the resolution of any disputes and/or for the purposes of any lawsuit brought pursuant to this agreement or the subject matter hereof; and PROVIDER agrees that service by first class U.S. mail to 1500 Oakwood Avenue, Hanover Park, IL 60133 shall constitute effective service. Both parties hereto waive any rights to a jury. 3. NO MODIFICATION. There shall be no modification of this Agreement, except in writing and executed by both parties hereto with the same formalities as the original agreement. 4. MF,RGER. This Agreement embodies the whole agreement of the parties. There are no promises, terms, conditions or obligations other than those contained herein, and this agreement shall supersede all previous communications, representations or agreements, either verbal, written or implied between the parties hereto. 5. INTEREST. PROVIDER hereby waives any and all claims or rights to interest on money claimed to be due pursuant to this Agreement, and waives any and all such rights to interest to which it may otherwise be entitled pursuant to law, including, but not limited to, pursuant to the Local Government Prompt Payment Act (50 ILCS 50511, etseq.), as amended, orthe Illinois Interest Act (815 ILCS 205/1, et seq.), as amended. The provisions of this paragraph shall survive any expiration, completion and/or termination of this Agreement. 6. SEVERABILITY. The terms of this Agreement shall be severable. In the event any of the terms or the 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. 7. COMPLTANCE WITA LAW. Notwithstanding any other provision of this Agreement, it is expressly agreed and understood that in connection with the performance of this Agreement, 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, PROVIDER hereby certifies, represents and warrants to the City that all of PROVIDER's employees and/or agents who will be providing Services with respect to this Agreement shall be legally authorized to work in the United States. 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 Services to be provided for in this Agreement. The City shall have the right to audit any records in the possession or control of PROVIDER to determine PROVIDER's compliance with the provisions of this section. In the event the City proceeds with such an audit, PROVIDER shall make available to the City PROVIDER's relevant records at no cost to the City. City shall pay any and all costs associated with any such audit. 8. EXECUTION. 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, e-mail or other 2 electronic means shall be treated in all manner and respects as an original document. The signature of any party on a copy of this Agreement transmitted by fax machine, or e-mail, or other electronic means shall be considered for these purposes as an original signature and shall have the same legal effect as an original signature. Any such faxed, e-mailed or other electronically transmitted copy of this Agreement shall be considered to have the same binding legal effect as an original document. At the request of either parry any electronically transmitted correct 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. 9. LIMITATION OF DAMAGES. In no event shall City be liable for any monetary damages in excess of the Cost of Services contemplated by this Agreement. In no event shall City be liable for any consequential, special or punitive damages, or any damages resulting from loss of profit. 10. INDEMNIFICATION. To the fullest extent permitted by law, PROVIDER agrees to and shall indemnify, defend and hold harmless the City, its officers, employees, boards and commissions from and against any and all claims, suits, judgments, costs, attorney's fees, damages or any and all other relief or liability arising out of or resulting from or through or alleged to arise out of any acts or negligent acts or omissions of PROVIDER or PROVIDER's officers, employees, agents or subcontractors in the performance of this Agreement, including but not limited to, all services or work performed hereunder. 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 harmless, such action shall be defended by legal counsel of the City's choosing. 11. INSURANCE. PROVIDER will provide, pay for and maintain in effect, during the term of this Agreement, comprehensive automobile liability insurance covering all owned, non -owned and hired motor vehicles used in connection with the Services with limits of not less than $500,000 per occurrence for damages to persons or property. PROVIDER will also provide, pay for and maintain in effect, during the term of this Agreement, worker's compensation insurance in amounts required under the laws of the State of Illinois. At the request of the City, PROVIDER will provide to the City certificates of insurance regarding the insurance required in this paragraph. 12. TERNHNATION. Notwithstanding any other provision hereof, the City may terminate this Agreement upon providing written notice to PROVIDER thirty (30) days before the Performance Date. 13. RELATIONSHIP BETWEEN THE PARTIES'. This Agreement shall not be construed so as to create a joint venture, partnership, employment or other agency relationship between the parties hereto. 14. fig. Neither party hereto shall be responsible for any consequential, indirect, punitive or incidental damages for any reason whatsoever. Any delay or failure to enforce any rights by either party arising out of or pursuant to this Agreement shall not constitute, and shall not be construed as, a waiver of any such rights. 15. LIMITATION OF ACTIONS. PROVIDER shall not be entitled to, and hereby waives, any and all rights that it might have to file suit or bring any cause of action or claim for damages against the City of Elgin and/or its affiliates, officers, employees, agents, attorneys, boards and commissions of any nature whatsoever and in whatsoever forum after two (2) years from the date of this Agreement. 16. NO OTHER ArRFEMENTS. This Agreement is the only agreement between the parties hereto regarding the subject matter hereof. There are no other agreements, either oral, written or implied, between the parties hereto regarding the subject matter hereof. This Agreement may only be altered or modified by written instrument signed by both parties. 17. TIME IS OF THE ESSENCE,.Time is of the essence of this Agreement. The person signing this Agreement certifies that s/he has been authorized by PROVIDER to commit the PROVIDER contractually and has been authorized to execute this Agreement on its behalf. IN WITNESS WHEREOF, the parties have hereto set their hands the day and year first above written. FLAT43 BMX Todd Gullys Flat43 BMX Print Name CITY OF ELGIN Richard G Kozal City nager Signature Attest: Owner/Rider Title 4 rip 1AV I Mawel