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HomeMy WebLinkAbout11-66 Resolution No. 11-66 RESOLUTION AUTHORIZING EXECUTION OF A PURCHASE OF SERVICE AGREEMENT WITH SENIOR SERVICES ASSOCIATES, INC. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS,that Sean R. Stegall, City Manager, and Diane Robertson, City Clerk, be and are hereby authorized and directed to execute a Purchase of Service Agreement on behalf of the City of Elgin with Senior Services Associates,Inc.to provide support for programs assisting senior citizens,a copy of which is attached hereto and made a part hereof by reference. s/Ed Schock Ed Schock, Mayor Presented: April 13, 2011 Adopted: April 13, 2011 Vote: Yeas: 6 Nays: 1 Attest: s/Diane Robertson Diane Robertson, City Clerk PURCHASE OF SERVICE AGREEMENT THIS AGREEMENT is made and entered into this 13i-'flay of April , 2011, by and between the CITY OF ELGIN, Illinois, a municipal corporation(hereinafter referred to as the "City"), and Senior Services Associates, Inc., a not-for-profit corporation organized and existing under the laws of the State of Illinois (hereinafter referred to as the"Service Provider"). WHEREAS, the City has determined that it would serve a beneficial public purpose to enter into an agreement with the Service Provider for the Service Provider to provide certain contract services as described in this Agreement; and WHEREAS, 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. NOW, THEREFORE, 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. The Service Provider shall provide all of the services pursuant to the terms and conditions and on the dates and times as described in the document entitled Senior Services Associates, Inc. - Scope of Services for 2011 Purchase of Service Agreement," attached hereto and made a part hereof as Exhibit A (such services, including the terms, conditions, dates and times, are hereinafter referred to as the "Subject Services"). In the event of any conflict between the provisions of this Agreement and the provisions in Exhibit A, the provisions of this Agreement shall control. The Service Provider represents and warrants that the Service Provider has the skills and knowledge necessary to conduct the Subject Services provided for in Exhibit A and that the Subject Services set forth in Exhibit A are integral parts of this Agreement and may not be modified, amended or altered, except by a signed, written amendment to this Agreement, agreed to and executed by both parties hereto. 2. The Service Provider shall address all inquiries and requests made pursuant to this Agreement to the Assistant City Manager of the City or his designee. 3. In connection with any Subject Services to be performed on other than City- owned or controlled 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 Assistant City Manager of the City. 4. The City shall pay the Service Provider for the Subject Services under this Agreement the total amount of Twenty-Four Thousand Four Hundred Seventy-Nine Dollars ($24,479). Such payment by the City to the Service Provider shall be made in three installments. The first aforementioned installment payment in the amount of Five Thousand Three Hundred Fifty-Five Dollars ($5,355) shall be made within 30 days of the date of this Agreement. The second installment payment in the amount of Thirteen Thousand Seven Hundred Sixty-Nine Dollars ($13,769) shall be made within thirty (30) days after the granting of the conditional use for the Additional Tenant Space as further detailed and described in Paragraph 29 of this Agreement and the Service Provider occupying and commencing operations at such Additional Tenant Space. The third installment payment in the amount of Five Thousand Three Hundred Fifty-Five Dollars ($5,355) shall be made on or before November 30, 2011. However, the third installment payment shall not be made prior to 30 days after the Service Provider's submission of the budget document and audited financial statement documents referred to in paragraph 6 of this Agreement. 5. The Service Provider shall apply $10,710 of the money to be paid by the City to the Service Provider pursuant to the preceding paragraph hereof solely to operating expenses such as staff salary and benefits, meeting expenses, and expenses associated with the Subject Services to be provided by the Service Provider pursuant to this Agreement. The Service Provider shall apply Thirteen Thousand Seven Hundred Sixty-Nine Dollars ($13,769) of the money to be paid by the City to the Service Provider pursuant to the preceding paragraph hereof, solely to the rent for the Additional Tenant Space of the Service Provider as further detailed and described in Paragraph 29 of this Agreement. 6. The Service Provider shall complete, maintain and submit to the Assistant City Manager of the City, or his designee, any and all records, reports and forms relating to the Subject Services in this Agreement as requested by the City. Without limiting the foregoing, the parties further agree as follows: a. The Service Provider shall provide a budget to the City which shall reflect the projected distribution of funds received from the City pursuant to this Agreement during the term of this Agreement. The budget shall be submitted to the Assistant City Manager of the City prior to any payment by the City. b. The Service Provider shall provide written performance reports detailing the disbursements of the monies to he paid by the City to the Service Provider pursuant to this Agreement. The reports shall be provided to the City quarterly on March 31, 2011; June 30, 2011; September 30, 2011; and December 31, 2011. c. The City has the right to review all accounting records of the Service Provider related to the use of the monies to be paid by the -2- City to the Service Provider pursuant to this Agreement upon 72 hours advance notice from the City to the Service Provider. d. The Service Provider shall have an audit performed on its financial statements for the year ending December 31, 2010. The audit must be performed by an independent certified public accountant recognized in good standing by the American Institute of Certified Public Accountants and licensed in the State of Illinois. The Service Provider shall provide the City with two copies of the said audited financial statement along with the management letter and any other correspondence related to internal control matters on or before July 15, 2011. These statements shall be submitted to the Assistant City Manager at City Hall, 150 Dexter Court, Elgin, Illinois 60120- 5555. 7. In the event this Agreement is terminated, or in the event the Subject Services for which the City funds provided herein are to be applied are discontinued, or the Service Provider ceases its operations prior to December 31, 2011, the Service Provider shall refund to the City on a prorated per diem basis the funds paid hereunder for the portion of the year remaining after any such termination or for the portion of the year the Subject Services were not conducted. 8. The City shall he recognized as a sponsor of the Service Provider and shall receive the benefits of sponsorship consistent with the level of support provided in this Agreement. At a minimum, the City's support shall be acknowledged on all print materials promoting the Service Provider's organization, press releases, radio advertising, web page information and event program(s) through the following mandatory funding identification statement: "Funding for the organization is provided in part through the City of Elgin". Three samples of this acknowledgement shall be provided to the City. A logo provided by the City to the Service Provider shall be used for this purpose. 9. In all printed materials in which a City seal or logo is deemed appropriate, approval by the Public Information Officer of the City is required prior to printing. 10. The term of this Agreement shall commence from the date of the execution hereof and continue through December 31, 2011, unless otherwise terminated as provided for herein. 11. 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. 12. If the Service Provider violates or breaches any term of this Agreement, such violation or breach shall be deemed to constitute a default, and the City shall have the right to -3- seek administrative, contractual, legal or equitable remedies as may he suitable to the violation or breach; and, in addition, if the Service Provider by reason of any default, fails to within fifteen (15) days after notice thereof by the City to comply with the conditions of the Agreement, the City may terminate this Agreement. If the City violates or breaches any term of this Agreement, such violation or breach shall be deemed to constitute a default, and in the event the City fails to within fifteen (15) days after notice thereof by the Service Provider to comply with the conditions of this Agreement, the Service Provider as its sole and exclusive remedy may terminate this Agreement. Notwithstanding anything to the contrary in this Agreement, with the sole exception of the monies the City has agreed to pay the Service Provider pursuant to Section 4 hereof, no action shall be commenced by the Service Provider, any related persons or entities, and/or any of their successors and/or assigns, 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 the Service Provider interest at the rate of nine percent(9%) per annum and reasonable attorney's fees. The provisions of this section shall survive any expiration, completion and/or termination of this Agreement. 13. Notwithstanding any other provision hereof, the City may terminate this Agreement at any time upon thirty (30) days prior written notice to the Service Provider. In the event this Agreement is so terminated, the Service Provider shall be paid for services actually performed, and reimbursable expenses actually incurred prior to termination, except that reimbursement shall not in any event exceed the total amount set forth under Section 4 above. Additionally, in the event this Agreement is so terminated, the Service Provider shall immediately cease the expenditure of any funds paid to the Service Provider by the City and shall refund to the City any unearned or unexpended funds. 14. To the fullest extent permitted by law, Service Provider shall 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 and/or the Subject Services. 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. The provisions of this section shall survive any expiration, completion and/or termination of this Agreement. 15. The Service Provider shall 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 Subject Services with limits of not less than $500,000 per occurrence for damages to persons or property. The Service Provider shall 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 the Service Provider shall provide to the City certificates of insurance regarding the insurance required in this paragraph. -4- 16. No official, director, officer, agent or employee of the City shall be charged personally or held contractually liable under any term or provision of this Agreement or because of their execution, approval or attempted execution of this Agreement. 17. In all hiring or employment made possible or resulting from this Agreement, there shall be no discrimination against any employee or applicant for employment because of sex, age, race, color, creed, national origin, marital status, of the presence of any sensory, mental or physical handicap, unless based upon a bona fide occupational qualification, and this requirement shall apply to, but not be limited to, the following: employment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training, including apprenticeship. 18. No person shall be denied or subjected to discrimination in receipt of the benefit of any services or activities made possible by or resulting from this 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, or rescission of this Agreement by the City at the City's sole discretion, without liability against the City. 19. The terms of this Agreement shall be severable. In the event any of the terms or 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. 20. 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. 21. This Agreement shall be deemed to have been made in, and shall he 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. 22. 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. 23. As a condition precedent 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; b. the definition of sexual harassment under state law; -5- c. a description of sexual harassment, utilizing examples; 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 Department of Human Rights upon request (775 ILCS 5/2-105). 24. As a condition precedent of this Agreement, the Service Provider shall have in place a written substance abuse prevention program which meets or exceeds the program requirements in the Substance Abuse Prevention Public Works Act at 820 ILCS 265/1, et seq. A copy of such policy shall be provided to the City's Assistant City Manager prior to the entry and execution of this Agreement. 25. Notwithstanding any other provision in this Agreement, it is expressly agreed and understood that in connection with the performance of this Agreement 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, the Service Provider hereby certifies, represents and warrants to the City that all of 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 pursuant to this Agreement. City shall have the right to audit any records in the possession or control of the Service Provider to determine the 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 City's relevant records at no cost to the City. Service Provider shall pay any and all costs associated with any such audit. The provisions of this section shall survive any expiration,completion and/or termination of this Agreement. 26. 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: -6- As to the City: As to Service Provider: City of Elgin Senior Services Associates, Inc. 150 Dexter Court 101South Grove, Ave Elgin, IL 60120-5555 Elgin, Il 60120 Attention: Sean Stegall ATTN: Bette Schoenholtz City Manager Executive Director With a copy to: William A. Cogley,Corporation Counsel City of Elgin 150 Dexter Court Elgin, IL 60120-5555 27. This Agreement is and shall he deemed and construed to be a joint and collective work product of the City and the Service Provider and, as such, this Agreement shall not be construed against the other party, as the otherwise 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. 28. 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. 29. It is acknowledged that Service Provider is currently located at its building at 101 S. Grove Avenue, Elgin, Illinois. It is further acknowledged that Service Provider also currently leases approximately 800 square feet of the first floor area of the adjacent 105 S. Grove Avenue building. Service Provider intends to add additional tenant space areas in the adjacent 107 S. Grove Avenue and 205 Fulton Street, Suite A premises whereby the Service Provider would continue leasing the existing 800 square feet and the Additional Tenant Space of approximately 6,900 square feet (the "Additional Tenant Space") for $3,600 per month or $43,200 a year for a period of three years from June 1, 2011 through May 31, 2014. In the event Service Provider proceeds with such lease under such terms for the Additional Tenant Space and occupies and conducts its Senior Services activities in such Additional Tenant Space, the City agrees to pay to the Service Provider as part of the total amount of $24,479 the sum of $1,937 per month for the months of June through December, 2011 for a total amount in 2011 of$13,729 to be utilized and applied by the Service Provider solely to the rent for the Additional Tenant Space as described herein. In the event the Service Provider does not proceed with the renting of such Additional Tenant Space pursuant to the terms as described in this paragraph, then the monies to be paid by the City to the Service Provider pursuant to this Agreement shall be reduced by the amount of 13,729 with the resulting payments to the City to the Service Provider being the first installment of$5,355 to be made within thirty days of the date of this Agreement and the final installment payment of$5,355 to be made on or before November 30, 2011 for total payments from the City to the Service Provider of $10,710. It is further acknowledged that a conditional use approval is required from the City of Elgin in order for the Service Provider to conduct its Senior Services Use of the Additional Tenant Space. The City's agreement to -7- ELGIN THE CITY IN THE SUBURBS DATE: April 26, 2011 TO: Maria Cumpata, Recreation and Facilities Superintendent FROM: Jennifer Quinton, Deputy City Clerk SUBJECT: Resolution No. 11-66, Adopted at the April 13, 2011, Council Meeting Enclosed you will find the agreement listed below. Please distribute this agreement to the other party and keep a copy for your records if you wish. If you have any questions please feel free to contact our office 847-931-5660 and we will do our best to assist you. Thank you. • Purchase of Service Agreement with Senior Services Associates, Inc. • 111 , ri.EPORT TO MAYOR & MEMBERS OF CITY COUNCIL E LG I N THE CITY IN THE SUBURBS AGENDA ITEM: E MEETING DATE: March 23, 2011 ITEM: Purchase of Service Agreement with Senior Services Associates, Inc. ($24,479) OBJECTIVE: Provide financial assistance to Senior Services Associates, Inc. allowing them to continue to of- fer programs for the seniors of Elgin RECOMMENDATION: Approve the purchase of service agreement with Senior Services Associates, Inc. to provide fi- nancial assistance in 2011 in the amount of$24,479 BACKGROUND Senior Services Associates, Inc. was founded in 1973 for the purpose of meeting the needs of the community's older adult population. Senior Services provides assistance to over 2,000 older adults from Elgin each year. These services include recreation, transportation, home delivered meals, assistance in accessing public benefits, adult day care and in-home services. Senior Ser- vices also helps to assess the health,financial and housing needs of seniors 60 and older. Financial support for Senior Services in the amount $10,710 is included in the 2011 budget. Se- nior Services has proposed that these funds be utilized to support the following programs: • Neighbor to Neighbor - a program matching community volunteers with specific senior needs • Triad - an educational program designed to reduce the criminal victimization of senior citizens and enhance the delivery of law enforcement services to senior citizens • Providing information to Elgin residents requiring access to city services • Recruitment of volunteers for city and community needs All requirements of the 2010 Purchase of Service Agreement have been met. Senior Services Associates is currently located at its building at 101 S. Grove. Senior Services Associates also currently leases approximately 800 square feet of the first floor area of the ad- jacent 105 S. Grove. It has been recently proposed that the city assist Senior Services with an expansion of its facility so that Senior Services would add the additional tenant space areas in the adjacent 107 S. Grove and 205 Fulton Street, Suite A. The landlord has proposed leasing the existing 800 square feet and the additional tenant space of approximately 6,900 square feet for $3,600 a month or$43,200 a year for a period of three years from June 1, 2011 through May 31, 2014. It has also been proposed that the responsibility for payment of rent is as follows: Senior Services would continue to pay $800 a month ($9,600 per year), Elgin Township would pay $833 a month ($10,000 per year), and the City of Elgin would pay the balance of the rent of$1,967 per month ($23,604 per year). In the event the city were to assist Senior Services Associates with the leasing of additional space it is suggested that the city's contribution for the rent be provided through the city's an- nual purchase of service agreement with Senior Services Associates. The 2011 budget amount for the Senior Services purchase of service agreement is $10,710. Under the current proposal an additional $13,769 would need to be added for 2011 for the seven months of the new lease in 2011 for total payments of $24,479 in 2011. The purchase of service agreements in 2012, 2013 and 2014 would also need to include sufficient funds for the city's share of the proposed rent. The attached proposed purchase of service agreement with Senior Services for 2011 includes the additional funds for the rental assistance for the total amount of$24,479. Senior Services Associates' use of the additional tenant space requires a conditional use. The city's payment of the additional monies for the rental assistance is contingent upon the city granting such conditional use and Senior Services Associates renting and conducting its opera- tions in the additional tenant space. OPERATIONAL ANALYSIS For this purchase of service agreement, the city will pay $24,479 to Senior Services Associates. This payment will be made in installments. The first installment in the amount of$5,355 will be made within thirty days of the date of the agreement. The second installment in the amount of $13,769 will be made within thirty days after the granting of the conditional use for the addi- tional tenant space and Senior Services Associates occupying and commencing operations at such additional tenant space. The third installment in the amount of$5,355 will be made on or before November 30, 2011. INTERESTED PERSONS CONTACTED Senior Services Associates, Inc. III 6 2 • FINANCIAL ANALYSIS Senior Services Associates provides quality programs for the clients they serve. The city's con- tribution of$24,479 will assist Senior Services in providing and expanding participation of these offerings. BUDGET IMPACT FUND(S) ACCOUNT(S) PROJECT#(S) AMOUNT AMOUNT BUDGETED AVAILABLE Riverboat 275-0000-791.80-04 N/A $10,710 $10,710 Riverboat Lease 276-0000-791.45-99 N/A $50,000 $50,000 LEGAL IMPACT None. ALTERNATIVES 1. Approval of the purchase of service agreement as presented or in an amended form. 2. Do not approve of purchase of service agreement with Senior Services Associates, Inc. rib' NEXT STEPS 1. Once the agreements are signed, a purchase order will be established for Senior Servic- es Associates, Inc. Originators: Maria Cumpata, Recreation and Facilities Superintendent Randy Reopelle, Parks and Recreation Director Final Review: Colleen Lavery, Chief Financial Officer William A. Cogley, Corporation Counsel/Chief Development Officer Richard G. Kozal, Assistant City Manager/Chief Operating Officer Approved: zi, Sean . Stegall, City Man r ATTACHMENTS A. Purchase of Service Agreement 3 PURCHASE OF SERVICE AGREEMENT THIS AGREEMENT is made and entered into this day of , 2011, by and between the CITY OF ELGIN, Illinois,a municipal corporation (hereinafter referred to as the "City"), and Senior Services Associates, Inc., a not-for-profit corporation organized and existing under the laws of the State of Illinois (hereinafter referred to as the "Service Provider"). WHEREAS, the City has determined that it would serve a beneficial public purpose to enter into an agreement with the Service Provider for the Service Provider to provide certain contract services as described in this Agreement; and WHEREAS, 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. NOW, THEREFORE, 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. The Service Provider shall provide all of the services pursuant to the terms and conditions and on the dates and times as described in the document entitled Senior Services Associates, Inc. - Scope of Services for 2011 Purchase of Service Agreement," attached hereto and made a part hereof as Exhibit A (such services, including the terms, conditions, dates and times, are hereinafter referred to as the "Subject Services"). In the event of any conflict between the provisions of this Agreement and the provisions in Exhibit A, the provisions of this Agreement shall control. The Service Provider represents and warrants that the Service Provider has the skills and knowledge necessary to conduct the Subject Services provided for in Exhibit A and that the Subject Services set forth in Exhibit A are integral parts of this Agreement and may not be modified, amended or altered, except by a signed, written amendment to this Agreement, agreed to and executed by both parties hereto. 2. The Service Provider shall address all inquiries and requests made pursuant to this Agreement to the Assistant City Manager of the City or his designee. 3. In connection with any Subject Services to be performed on other than City- owned or controlled 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 Assistant City Manager of the City. 4. The City shall pay the Service Provider for the Subject Services under this Agreement the total amount of Twenty-Four Thousand Four Hundred Seventy-Nine Dollars ($24,479). Such payment by the City to the Service Provider shall be made in three installments. The first aforementioned installment payment in the amount of Five Thousand Three Hundred Fifty-Five Dollars ($5,355) shall be made within 30 days of the date of this Agreement. The second installment payment in the amount of Thirteen Thousand Seven Hundred Sixty-Nine Dollars ($13,769) shall be made within thirty (30) days after the granting of the conditional use for the Additional Tenant Space as further detailed and described in Paragraph 29 of this Agreement and the Service Provider occupying and commencing operations at such Additional Tenant Space. The third installment payment in the amount of Five Thousand Three Hundred Fifty-Five Dollars ($5,355) shall be made on or before November 30, 2011. However, the third installment payment shall not be made prior to 30 days after the Service Provider's submission of the budget document and audited financial statement documents referred to in paragraph 6 of this Agreement. 5. The Service Provider shall apply $10,710 of the money to be paid by the City to the Service Provider pursuant to the preceding paragraph hereof solely to operating expenses such as staff salary and benefits, meeting expenses, and expenses associated with the Subject Services to be provided by the Service Provider pursuant to this Agreement. The Service Provider shall apply Thirteen Thousand Seven Hundred Sixty-Nine Dollars ($13,769) of the money to be paid by the City to the Service Provider pursuant to the preceding paragraph hereof, solely to the rent for the Additional Tenant Space of the Service Provider as further detailed and described in Paragraph 29 of this Agreement. 6. The Service Provider shall complete, maintain and submit to the Assistant City Manager of the City, or his designee, any and all records, reports and forms relating to the Subject Services in this Agreement as requested by the City. Without limiting the foregoing, the parties further agree as follows: a. The Service Provider shall provide a budget to the City which shall reflect the projected distribution of funds received from the City pursuant to this Agreement during the term of this Agreement. The budget shall be submitted to the Assistant City Manager of the City prior to any payment by the City. b. The Service Provider shall provide written performance reports detailing the disbursements of the monies to be paid by the City to the Service Provider pursuant to this Agreement. The reports shall be provided to the City quarterly on March 31, 2011; June 30, 2011; September 30, 2011; and December 31, 2011. c. The City has the right to review all accounting records of the Service Provider related to the use of the monies to be paid by the -2- City to the Service Provider pursuant to this Agreement upon 72 hours advance notice from the City to the Service Provider. d. The Service Provider shall have an audit performed on its financial statements for the year ending December 31, 2010. The audit must be performed by an independent certified public accountant recognized in good standing by the American Institute of Certified Public Accountants and licensed in the State of Illinois. The Service Provider shall provide the City with two copies of the said audited financial statement along with the management letter and any other correspondence related to internal control matters on or before July 15, 2011. These statements shall be submitted to the Assistant City Manager at City Hall, 150 Dexter Court, Elgin, Illinois 60120- 5555. 7. In the event this Agreement is terminated, or in the event the Subject Services for which the City funds provided herein are to be applied are discontinued, or the Service Provider ceases its operations prior to December 31, 2011, the Service Provider shall refund to the City on a prorated per diem basis the funds paid hereunder for the portion of the year remaining after any such termination or for the portion of the year the Subject Services were not conducted. 8. The City shall be recognized as a sponsor of the Service Provider and shall receive the benefits of sponsorship consistent with the level of support provided in this Agreement. At a minimum, the City's support shall be acknowledged on all print materials promoting the Service Provider's organization, press releases, radio advertising, web page information and event program(s) through the following mandatory funding identification statement: "Funding for the organization is provided in part through the City of Elgin". Three samples of this acknowledgement shall be provided to the City. A logo provided by the City to the Service Provider shall be used for this purpose. 9. In all printed materials in which a City seal or logo is deemed appropriate, approval by the Public Information Officer of the City is required prior to printing. 10. The term of this Agreement shall commence from the date of the execution hereof and continue through December 31, 2011, unless otherwise terminated as provided for herein. 11. 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. 12. If the Service Provider violates or breaches any term of this Agreement, such violation or breach shall be deemed to constitute a default, and the City shall have the right to -3- City to the Service Provider pursuant to this Agreement upon 72 hours advance notice from the City to the Service Provider. d. The Service Provider shall have an audit performed on its financial statements for the year ending December 31, 2010. The audit must be performed by an independent certified public accountant recognized in good standing by the American Institute of Certified Public Accountants and licensed in the State of Illinois. The Service Provider shall provide the City with two copies of the said audited financial statement along with the management letter and any other correspondence related to internal control matters on or before July 15, 2011. These statements shall be submitted to the Assistant City Manager at City Hall, 150 Dexter Court, Elgin, Illinois 60120- 5555. 7. In the event this Agreement is terminated, or in the event the Subject Services for which the City funds provided herein are to be applied are discontinued, or the Service Provider ceases its operations prior to December 31, 2011,the Service Provider shall refund to the City on a prorated per diem basis the funds paid hereunder for the portion of the year remaining after any such termination or for the portion of the year the Subject Services were not conducted. 8. The City shall be recognized as a sponsor of the Service Provider and shall receive the benefits of sponsorship consistent with the level of support provided in this Agreement. At a minimum, the City's support shall be acknowledged on all print materials promoting the Service Provider's organization, press releases, radio advertising, web page information and event program(s) through the following mandatory funding identification statement: "Funding for the organization is provided in part through the City of Elgin". Three samples of this acknowledgement shall be provided to the City. A logo provided by the City to the Service Provider shall be used for this purpose. 9. In all printed materials in which a City seal or logo is deemed appropriate, approval by the Public Information Officer of the City is required prior to printing. 10. The term of this Agreement shall commence from the date of the execution hereof and continue through December 31, 2011, unless otherwise terminated as provided for herein. 11. 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. 12. If the Service Provider violates or breaches any term of this Agreement, such violation or breach shall be deemed to constitute a default, and the City shall have the right to -3- • seek administrative, contractual, legal or equitable remedies as may be suitable to the violation or breach; and, in addition, if the Service Provider by reason of any default, fails to within fifteen (15) days after notice thereof by the City to comply with the conditions of the Agreement, the City may terminate this Agreement. If the City violates or breaches any term of this Agreement, such violation or breach shall be deemed to constitute a default, and in the event the City fails to within fifteen (15) days after notice thereof by the Service Provider to comply with the conditions of this Agreement, the Service Provider as its sole and exclusive remedy may terminate this Agreement. Notwithstanding anything to the contrary in this Agreement,with the sole exception of the monies the City has agreed to pay the Service Provider pursuant to Section 4 hereof, no action shall be commenced by the Service Provider, any related persons or entities, and/or any of their successors and/or assigns, 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 the Service Provider interest at the rate of nine percent(9%) per annum and reasonable attorney's fees. The provisions of this section shall survive any expiration,completion and/or termination of this Agreement. 13. Notwithstanding any other provision hereof, the City may terminate this Agreement at any time upon thirty (30) days prior written notice to the Service Provider. In the event this Agreement is so terminated, the Service Provider shall be paid for services actually performed, and reimbursable expenses actually incurred prior to termination, except that reimbursement shall not in any event exceed the total amount set forth under Section 4 above. Additionally, in the event this Agreement is so terminated, the Service Provider shall immediately cease the expenditure of any funds paid to the Service Provider by the City and shall refund to the City any unearned or unexpended funds. 14. To the fullest extent permitted by law, Service Provider shall 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 and/or the Subject Services. 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. The provisions of this section shall survive any expiration, completion and/or termination of this Agreement. 15. The Service Provider shall 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 Subject Services with limits of not less than $500,000 per occurrence for damages to persons or property. The Service Provider shall 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 the Service Provider shall provide to the City certificates of insurance regarding the insurance required in this paragraph. -4- 16. No official, director, officer, agent or employee of the City shall be charged '1) personally or held contractually liable under any term or provision of this Agreement or because of their execution,approval or attempted execution of this Agreement. 17. In all hiring or employment made possible or resulting from this Agreement,there shall be no discrimination against any employee or applicant for employment because of sex, age, race, color, creed, national origin, marital status, of the presence of any sensory, mental or physical handicap, unless based upon a bona fide occupational qualification, and this requirement shall apply to, but not be limited to, the following: employment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training, including apprenticeship. 18. No person shall be denied or subjected to discrimination in receipt of the benefit of any services or activities made possible by or resulting from this 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, or rescission of this Agreement by the City at the City's sole discretion, without liability against the City. 19. The terms of this Agreement shall be severable. In the event any of the terms or 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. 20. 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. 21. 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. 22. 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. 23. As a condition precedent 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; b. the definition of sexual harassment under state law; -5- • 16. No official, director, officer, agent or employee of the City shall be charged personally or held contractually liable under any term or provision of this Agreement or because of their execution, approval or attempted execution of this Agreement. 17. In all hiring or employment made possible or resulting from this Agreement, there shall be no discrimination against any employee or applicant for employment because of sex, age, race, color, creed, national origin, marital status, of the presence of any sensory, mental or physical handicap, unless based upon a bona fide occupational qualification, and this requirement shall apply to, but not be limited to, the following: employment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training, including apprenticeship. 18. No person shall be denied or subjected to discrimination in receipt of the benefit of any services or activities made possible by or resulting from this 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, or rescission of this Agreement by the City at the City's sole discretion, without liability against the City. 19. The terms of this Agreement shall be severable. In the event any of the terms or 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. 20. 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. 21. 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. 22. 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. 23. As a condition precedent 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; b. the definition of sexual harassment under state law; -5- a c. a description of sexual harassment, utilizing examples; 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 Department of Human Rights upon request (775 ILCS 5/2-105). 24. As a condition precedent of this Agreement, the Service Provider shall have in place a written substance abuse prevention program which meets or exceeds the program requirements in the Substance Abuse Prevention Public Works Act at 820 ILCS 265/1, et seq. A copy of such policy shall be provided to the City's Assistant City Manager prior to the entry and execution of this Agreement. 25. Notwithstanding any other provision in this Agreement, it is expressly agreed and understood that in connection with the performance of this Agreement 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, the Service Provider hereby certifies, represents and warrants to the City that all of 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 pursuant to this Agreement. City shall have the right to audit any records in the possession or control of the Service Provider to determine the 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 City's relevant records at no cost to the City. Service Provider shall pay any and all costs associated with any such audit. The provisions of this section shall survive any expiration, completion and/or termination of this Agreement. 26. 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: -6- As to the City: As to Service Provider: City of Elgin Senior Services Associates, Inc. 150 Dexter Court 101 South Grove,Ave Elgin, IL 60120-5555 Elgin, Il 60120 Attention: Sean Stegall ATTN: Bette Schoenholtz City Manager Executive Director With a copy to: William A. Cogley, Corporation Counsel City of Elgin 150 Dexter Court Elgin, IL 60120-5555 27. This Agreement is and shall be deemed and construed to be a joint and collective work product of the City and the Service Provider and, as such, this Agreement shall not be construed against the other party, as the otherwise 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. 28. 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. 29. It is acknowledged that Service Provider is currently located at its building at 101 S. Grove Avenue, Elgin, Illinois. It is further acknowledged that Service Provider also currently leases approximately 800 square feet of the first floor area of the adjacent 105 S. Grove Avenue building. Service Provider intends to add additional tenant space areas in the adjacent 107 S. Grove Avenue and 205 Fulton Street, Suite A premises whereby the Service Provider would continue leasing the existing 800 square feet and the Additional Tenant Space of approximately 6,900 square feet (the "Additional Tenant Space") for $3,600 per month or $43,200 a year for a period of three years from June 1, 2011 through May 31, 2014. In the event Service Provider proceeds with such lease under such terms for the Additional Tenant Space and occupies and conducts its Senior Services activities in such Additional Tenant Space, the City agrees to pay to the Service Provider as part of the total amount of$24,479 the sum of$1,937 per month for the months of June through December, 2011 for a total amount in 2011 of$13,729 to be utilized and applied by the Service Provider solely to the rent for the Additional Tenant Space as described herein. In the event the Service Provider does not proceed with the renting of such Additional Tenant Space pursuant to the terms as described in this paragraph, then the monies to be paid by the City to the Service Provider pursuant to this Agreement shall be reduced by the amount of 13,729 with the resulting payments to the City to the Service Provider being the first installment of$5,355 to be made within thirty days of the date of this Agreement and the final installment payment of$5,355 to be made on or before November 30, 2011 for total payments from the City to the Service Provider of $10,710. It is further acknowledged that a conditional use approval is required from the City of Elgin in order for the Service Provider to conduct its Senior Services Use of the Additional Tenant Space. The City's agreement to -7- As to the City: As to Service Provider: City of Elgin Senior Services Associates, Inc. 150 Dexter Court 101 South Grove,Ave Elgin, IL 60120-5555 Elgin, II 60120 Attention: Sean Stegall ATTN: Bette Schoenholtz City Manager Executive Director With a copy to: William A. Cogley, Corporation Counsel City of Elgin 150 Dexter Court Elgin, IL 60120-5555 27. This Agreement is and shall be deemed and construed to be a joint and collective work product of the City and the Service Provider and, as such, this Agreement shall not be construed against the other party, as the otherwise 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. 28. 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. 29. It is acknowledged that Service Provider is currently located at its building at 101 S. Grove Avenue, Elgin, Illinois. It is further acknowledged that Service Provider also currently leases approximately 800 square feet of the first floor area of the adjacent 105 S. Grove Avenue building. Service Provider intends to add additional tenant space areas in the adjacent 107 S. Grove Avenue and 205 Fulton Street, Suite A premises whereby the Service Provider would continue leasing the existing 800 square feet and the Additional Tenant Space of approximately 6,900 square feet (the "Additional Tenant Space") for $3,600 per month or $43,200 a year for a period of three years from June 1, 2011 through May 31, 2014. In the event Service Provider proceeds with such lease under such terms for the Additional Tenant Space and occupies and conducts its Senior Services activities in such Additional Tenant Space, the City agrees to pay to the Service Provider as part of the total amount of$24,479 the sum of$1,937 per month for the months of June through December, 2011 for a total amount in 2011 of$13,729 to be utilized and applied by the Service Provider solely to the rent for the Additional Tenant Space as described herein. In the event the Service Provider does not proceed with the renting of such Additional Tenant Space pursuant to the terms as described in this paragraph, then the monies to be paid by the City to the Service Provider pursuant to this Agreement shall be reduced by the amount of 13,729 with the resulting payments to the City to the Service Provider being the first installment of$5,355 to be made within thirty days of the date of this Agreement and the final installment payment of$5,355 to be made on or before November 30, 2011 for total payments from the City to the Service Provider of$10,710. It is further acknowledged that a conditional use approval is required from the City of Elgin in order for the Service Provider to conduct its Senior Services Use of the Additional Tenant Space. The City's agreement to -7- r. provide the additional rental assistance to the Service Provider in this Agreement in the total amount of $13,769 is subject to and contingent upon the Service Provider obtaining such a conditional use approval from the City of Elgin. The Service Provider agrees to apply for such conditional use approval with the City of Elgin promptly. In the event the Service Provider does not obtain a conditional use approval from the City of Elgin for its Senior Services Use of the Additional Tenant Space on or before June 1, 2011,then upon written notice from the City to the Service Provider the City's obligation to provide such additional rental assistance in the total amount of $13,769 to the Service Provider shall be deemed terminated and null and void. Additionally, in the event the Service Provider does not lease and occupy the Additional Tenant Space for its Senior Services Subject Services at any time between June 1, 2011 and December 31, 2011, the amount of rental assistance to be provided by the City to Senior Services Associates shall be reduced on a prorated per diem basis based upon a monthly rental assistance from the City to Senior Services of$1,937 and the Service Provider shall refund to the City such prorated amount for the portion of the year the Service Provider does not conduct its Subject Services in the Additional Tenant Space. IN WITNESS WHEREOF, the undersigned have entered into executed this Agreement on the date and year first written above. CITY OF ELGIN, a municipal SENIOR SERVICES ASSOCIATES, INC. corporation By: By: City Manager Its Authorized Representative Attest: City Clerk F:\Legal Dept\Agreement\PSA-Senior Services Associates-201 I.docx -8- EXHIBIT A As) Senior Services Associates,Inc.—Scope of Services 2011 Purchase of Service Agreement Senior Services shall continue to administer the Neighbor to Neighbor program. This program arranges volunteers to assist with the needs of seniors. Senior Services shall actively promote the Neighbor to Neighbor program throughout Elgin including outreach to City staff and neighborhood groups. Senior Services, cooperating with the City's Police Department, shall offer the Triad program designed to reduce the criminal victimization of senior citizens and enhance the delivery of law enforcement services to senior citizens. Senior Services shall provide information and assistance to Elgin residents requiring access to City services. Senior Services shall work with the City to provide senior volunteers to assist with City and community events. Senior Services shall provide one table at their annual dinner/event for City officials to attend. -9- EXHIBIT A Senior Services Associates,Inc.—Scope of Services 2011 Purchase of Service Agreement Senior Services shall continue to administer the Neighbor to Neighbor program. This program arranges volunteers to assist with the needs of seniors. Senior Services shall actively promote the Neighbor to Neighbor program throughout Elgin including outreach to City staff and neighborhood groups. Senior Services, cooperating with the City's Police Department, shall offer the Triad program designed to reduce the criminal victimization of senior citizens and enhance the delivery of law enforcement services to senior citizens. Senior Services shall provide information and assistance to Elgin residents requiring access to City services. Senior Services shall work with the City to provide senior volunteers to assist with City and community events. Senior Services shall provide one table at their annual dinner/event for City officials to attend. -9- w