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HomeMy WebLinkAbout14-167 Resolution No. 14-167 RESOLUTION AUTHORIZING EXECUTION OF A GRANT AGREEMENT WITH UNITED WAY OF ELGIN FOR FUNDING REGARDING THE ESTABLISHMENT OF A LOCAL ALIGNMENT ORGANIZATION IN CONNECTION WITH THE ALIGNMENT USA EDUCATION INITIATIVE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS, that Sean R. Stegall, City Manager, and Kimberly A. Dewis, City Clerk, be and are hereby authorized and directed to execute a grant agreement with United Way of Elgin for funding regarding the establishment of a local Alignment organization in connection with the Alignment USA Education Initiative, a copy of which is attached hereto and made a part hereof by reference. s/David J. Kaptain David J. Kaptain, Mayor Presented: November 19, 2014 Adopted: November 19, 2014 Vote: Yeas: 9 Nays: 0 Attest: s/Kimberly Dewis Kimberly Dewis, City Clerk GRANT AGREEMENT 2014 THIS AGREEMENT is made and entered into this 19thday of November , 2014 , by and between the CITY OF ELGIN, Illinois, a municipal corporation(hereinafter referred to as the "City"), and United Way of Elgin, a not-for-profit corporation organized and existing under the laws of the State of Illinois (hereinafter referred to as the "Grantee"). WHEREAS, the City has determined that it would serve a beneficial public purpose to provide funding to United Way of Elgin to support the establishment of a local Alignment organization to support local education. WHEREAS, the Grantee represents that it has the necessary expertise and experience to comply with 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 Grantee shall maintain status as a 501c(3) in the state of Illinois, and shall have an established board of directors that demonstrates service provisions to the residents of Elgin. 2. The Grantee shall maintain good standing with the City of Elgin. Grantee shall provide all of the services pursuant to the terms and conditions and the dates and times as described in the document entitled "(United Way of Elgin)" - 204 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 "Grant Agreement"). 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 Grantee represents and warrants that the Grantee has the skills and knowledge necessary to conduct the terms outlined in Exhibit A and that the terms 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 Grantee shall address all inquiries and requests made pursuant to this Agreement to the Assistant City Manager of the City or his designee. 3. The grantee warrants and agrees to maintain all facilities and equipment used in the performing of the agreement in a clean, sanitary and safe condition and free from defects of every kind whatsoever. Grantee agrees and warrants periodic inspections of all of such facilities and equipment for such purposes. Grantee also warrants that facilities and equipment 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. 4. The City shall pay the Grantee for the Subject Services under this Agreement the total amount of_$45,000_($). The first payment of$15,000 shall be made within 30 days of the date of this Agreement. The second installment of$15,000 shall be made on April 1, 2015, and the third installment shall be made on April 1, 2016. 5. The Grantee shall apply the money to be paid by the City to the Grantee pursuant to the preceding paragraph hereof solely to support the establishment of a local Alignment organization, including consulting fees with Alignment USA, and associated costs for meetings and miscellaneous expenses. 6. The Grantee 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 Grantee 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 Grantee shall provide a written performance report detailing the disbursements of the monies to be paid by the City to the Grantee pursuant to this Agreement. The report shall be provided annually to the City on March 1, 2015, March 1, 2016 and December 31, 2016. C. The City has the right to review all accounting records of the Grantee related to the use of the monies to be paid by the City to the Grantee pursuant to this Agreement upon 72 hours advance notice from the City to the Grantee. d. The Grantee shall have an annual audit performed on its financial statements. 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 Grantee 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 March 31, 2015. 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 Grantee ceases its -2- operations prior to December 31, 2016, the Grantee 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 Grantee and shall receive the benefits of sponsorship consistent with the level of support provided in this Agreement. 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, 2016, 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. Grantee understands and agrees that the relationship of the Grantee to the City arising out of this Agreement shall be that of an independent contractor. It is expressly agreed and understood that the Grantee and the Grantee'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 Grantee 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 seek administrative, contractual, legal or equitable remedies as may be suitable to the violation or breach; and, in addition, if the Grantee 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 Grantee to comply with the conditions of this Agreement, the Grantee 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 Grantee pursuant to Section 4 hereof, no action shall be commenced by the Grantee, 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 Grantee in this Agreement and the City is the prevailing party in such action, the City shall also be entitled to recover from the Grantee 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 Grantee. In the event this Agreement is so terminated, the Grantee 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 Grantee shall immediately cease the expenditure of any -3- funds paid to the Grantee by the City and shall refund to the City any unearned or unexpended funds. 14. To the fullest extent permitted by law, Grantee 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 Grantee in connection herewith, including negligence or omissions or agents of the Grantee 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 Grantee 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 Grantee 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 Grantee shall provide to the City certificates of insurance regarding the insurance required in this paragraph. 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 -4- 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 Grantee 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 Grantee 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; 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; -5- 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 Grantee 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 Grantee 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 Grantee hereby certifies, represents and warrants to the City that all of Grantee'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. Grantee 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 Grantee to determine the Grantee's compliance with the provisions of this section. In the event the City proceeds with such an audit, the Grantee shall make available to the City the City's relevant records at no cost to the City. Grantee 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: As to the City: As to Grantee: City of Elgin United Way of Elgin 150 Dexter Court 1797 N La Fox Street Elgin, IL 60120-5555 South Elgin, IL 60177 Attention: Sean Stegall Attn: Lynne Bosley City Manager President -6- 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 Grantee 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 Grantee without the express written consent of the City which consent may be withheld at the sole discretion of the City. IN WITNESS WHEREOF, the undersigned have entered into executed this Agreement on the date and year first written above. CITY OF ELGIN, a municipal United Way of Elgin corporation B By: �"•��/� y. lirt.t� ty Manager Attest: City Clerk f:Vegal dept\agreement\purchase of service agreement form clean.doc -7- EXHIBIT A Scope of Service DESCRIPTION OF DELIVERABLES TO BE PROVIDED BY GRANTEE: 1. United Way of Elgin shall serve as the fiscal agent for the establishment of a local Alignment organization. 2. United Way of Elgin has provided matching funds from their own board and other funding partners, including Elgin Community College, U-46, Judson University, and Grand Victoria Foundation, 3. United Way has entered into a consulting agreement with Alignment USA to assist in the establishment of this organization with the following deliverables from Alignment USA: (a) YEAR ONE $40,000: 4. -3.5 days per quarter(28 hours per quarter)of direct, in person, on-site staff support, during the first four(4)quarters following execution of this Agreement; 5. - 5 days of direct, in person, on-site staff support for establishment of primary site(software) or"instance"; 6. -up to 2.5 hours per week of technical assistance/support for site administrator on primary site/instance; and 7. -up to twelve(12)hours per quarter of staff support by telephone. 8. (b)YEAR TWO, $30,000: 9. -2.5 days per quarter(20 hours per quarter)of direct, in person, on-site staff support,during the second four(4)quarters following execution of this Agreement; 10. -up to 2.5 hours per week of technical assistance/support for site administrator on primary site/instance; and 11. -up to twelve(12)hours per quarter of staff support by telephone. (c)YEAR THREE, $30,000: 12. -2.5 days per quarter(20 hours per quarter)of direct, in person, on-site staff support, during the second four(4)quarters following execution of this Agreement; 13. -up to 2.5 hours per week of technical assistance/support for site administrator on primary site/instance; and 14. -up to twelve(12)hours per quarter of staff support by telephone. 15. 16. Any of the above described staff support time available to Support Recipient that is not used in a given quarter shall accumulate and shall be added to the following quarter as support available for use by Support Recipient. -8-