Loading...
HomeMy WebLinkAbout14-54 Resolution No. 14-54 RESOLUTION APPROVING RIVERBOAT FUND GRANT RECIPIENTS WHEREAS, the Riverboat Fund Grant Program was established to provide finalacial assistance and support regarding operating costs for local not-for-profit organizations; and WHEREAS, twenty-six grant applications were submitted for consideration in 2014 under the Riverboat Fund Grant Program; and WHEREAS, said applications have been reviewed and recipients selected by the City Council. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS, that grant assistance and funds be provided under the Riverboat Fund Grant Program to the following organizations: Boys and Girls Club General Programs $ 84,000 Food for Greater Elgin Food 18,000 Salvation Army Golden Diners Senior Meals 18,000 Ecker Center Mental Health 17,500 Centro de Informacion Hispanic Outreach 18,000 United Way of Elgin-Dolly Parton Preschool Literacy Imagination Library 6,000 Adolescent dental Well Child Center care 9,000 Adult literacy and Literacy Connection 'job training 11,500 Greater Elgin Family Care Adult dentistry Center 11,500 YWCA Preschool ESL 6,500 TOTAL $200,000 BE IT FURTHER RESOLVED that the projects shall be in conformance with all applicable codes and ordinances. BE IT FURTHER RESOLVED that prior to receiving any grant funds organizations shall be required to enter into an agreement with the City of Elgin in a form as approved by the Corporation Counsel. s/David J. Kaptain David J. Kaptain, Mayor Presented: April 23, 2014 Adopted: April 23, 2014 Vote: Yeas: 7 Nays: 1 Attest: s/Kimberly Dewis Kimberly Dewis, City Clerk - 2 - BE IT FURTHER RESOLVED that prior to receiving any grant funds organizations shall be required to enter into an agreement with the City of Elgin in a form as approved by the Corporation Counsel. s/David J. Kaptain David J. Kaptain, Mayor Presented: April 23, 2014 Adopted: April 23, 2014 Vote: Yeas: 7 Nays: 1 Attest: s/Kimberly Dewis Kimberly Dewis, City Clerk - 2 - RIVERBOAT GRANT AGREEMENT THIS AGREEMENT is made and entered into this 23rdday of April , 2014, by and between the CITY OF ELGIN, Illinois, a municipal corporation(hereinafter referred to as the "City"), and The Boys and Girls Club of Elgin , 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; and WHEREAS, the City has agreed to provide a Riverboat Grant to the Service Provider pursuant to the requirements of the City's Riverboat Grant Program and the terms and conditions of 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 The Boys and Girls Club of Elgin - Scope of Services for 2014 Riverboat Grant Agreement", attached hereto and made a part hereof as Exhibit A (such services, including the terms, conditions, dates and times, are referred to herein as the "Subject Services"). In the event of any conflict between the provisions of this Agreement and the provisions of 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$84,000. Such payment by the City to the Service Provider shall be made within twenty-one (21) days of the entry into this Agreement. 5. The Service Provider shall apply 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. 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 a written performance report detailing the disbursements of the monies to be paid by the City to the Service Provider pursuant to this Agreement no later than December 31, 2014. 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 City to the Service Provider pursuant to this Agreement upon 72 hours advance notice from the City to the Service Provider. 7. In the event this Agreement is terminated, or in the event the Subject Services for which the City funds provided herein to be applied are discontinued, or the Service Provider ceases its operations prior to the conclusion of the term of this Agreement, the Service Provider shall refund to the City on a prorated per diem basis of funds paid hereunder for the portion of the remaining term of this Agreement after any such termination or for the portion of the term of this Agreement 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. -2- 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, 2014, 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 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. Service Provider hereby further waives any and all claims or rights to interest which it claims it may otherwise be entitled to pursuant to law, including, but not limited to, the Local Government Prompt Payment Act (50 ILCS 50111, et seq.), as amended, or the Illinois Interest Act (815 ILCS 205/1 , et seq.), as amended. The parties hereto further agree that any action by the Service Provider arising out of this Agreement must be filed within one year of the date the alleged cause of action arose or the same will be time barred. 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 -3- 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. 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, -4- 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; 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; and g. protection against retaliation as provided by Section 6-101 of the Human Rights Act. A copy of the policies shall be provided by the Service Provider 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. -5- 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: As to the City: As to Service Provider: City of Elgin The Boys and Girls Club of Elgin 150 Dexter Court 355 Dundee Avenue Elgin, IL 60120-5555 Elgin, IL 60120 Attention: Sean Stegall City Manager With a copy to: William A. Cogley, Corporation Counsel City of Elgin 150 Dexter Court Elgin, IL 60120-5555 27. Service Provider hereby waives any and all claims to interest on money claimed to be due pursuant to this Agreement, and 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, as amended (50 ILCS 505/1, et seq.), or the Illinois Interest Act, as amended (815 ILCS 205/1, et seq.)." 28. Service 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 whatsoever nature and in whatsoever forum after two (2) years from the date of this Agreement. 29. 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 -6- 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. 30. 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. IN WITNESS WHEREOF, the undersigned have entered into executed this Agreement on the date and year first written above. CITY OF ELGIN: The Boys and Girls Club of Elgin By: By: Name/print: a( / City Manager Title: bap �e4 t test: City Clerk F:\Legal Dept\Agreement\Riverboat Grant Agr-clean-1-8-13.docx -7- EXHIBIT A Boys and Girls Club of Elgin— Scope of Services 2014 Riverboat Grant Agreement Programming: The Boys & Girls Club of Elgin shall inspire all young people, especially those that need them most, to reach their full potential as productive, caring, responsible citizens through outreach efforts and programs targeted to provide a safe place for children to learn and grow, to provide ongoing relationships with caring, adult professionals, to offer life-enhancing programs and character development experiences, and to create hope and opportunity in our members' lives. 1. Youth development services provided under this purchase of service agreement include the following: after-school programming for children between 5- and 18-years-old (see paragraph two for core program areas); community outreach for membership purposes; and family nights focused on educational opportunities in areas identified in the community needs assessment. 2. The Boys and Girls Club of Elgin shall offer programs under the following core program areas: Education & Career Development; Health and Life Skills; Character Leadership Development; The Arts; and Sports, Fitness and Recreation. 3. The Boys and Girls Club of Elgin shall provide the city with an annual report of the number of volunteers and volunteer hours are contributed to the organization. Other: The Boys and Girls Club of Elgin shall provide the city with a complimentary table at their annual dinner/event, should one be held in 2014. -8- RIVERBOAT GRANT AGREEMENT THIS AGREEMENT is made and entered into this 23rd day of /I� , 2014, by and between the CITY OF ELGIN, Illinois, a municipal corporation (hereitfafter referred to as the"City"), and Food for Greater Elgin, 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; and WHEREAS, the City has agreed to provide a Riverboat Grant to the Service Provider pursuant to the requirements of the City's Riverboat Grant Program and the terms and conditions of 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 Food for Greater Elgin - Scope of Services for 2014 Riverboat Grant Agreement", attached hereto and made a part hereof as Exhibit A (such services, including the terms, conditions, dates and times, are referred to herein as the "Subject Services"). In the event of any conflict between the provisions of this Agreement and the provisions of 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$18,000 Such payment by the City to the Service Provider shall be made within twenty-one(2 1) days of the entry into this Agreement. 5. The Service Provider shall apply the money to be paid by the City to the Service Provider pursuant to the preceding paragraph hereof solely to operating expenses such as food, staff salary and benefits, and other costs associated with the Subject Services to be provided by the Service Provider pursuant to 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 a written performance report detailing the disbursements of the monies to be paid by the City to the Service Provider pursuant to this Agreement no later than December 31, 2014. 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 City to the Service Provider pursuant to this Agreement upon 72 hours advance notice from the City to the Service Provider. 7. In the event this Agreement is terminated, or in the event the Subject Services for which the City funds provided herein to be applied are discontinued, or the Service Provider ceases its operations prior to the conclusion of the term of this Agreement, the Service Provider shall refund to the City on a prorated per diem basis of funds paid hereunder for the portion of the remaining term of this Agreement after any such termination or for the portion of the term of this Agreement 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. -2- 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, 2014, 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 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. Service Provider hereby further waives any and all claims or rights to interest which it claims it may otherwise be entitled to pursuant to law, including, but not limited to, the Local Government Prompt Payment Act (50 ILCS 50111, et seq.), as amended, or the Illinois Interest Act (815 ILCS 205/1 , et seq.), as amended. The parties hereto further agree that any action by the Service Provider arising out of this Agreement must be filed within one year of the date the alleged cause of action arose or the same will be time barred. 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 -3- 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. 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, -4- 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; 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; and g. protection against retaliation as provided by Section 6-101 of the Human Rights Act. A copy of the policies shall be provided by the Service Provider 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. -5- 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: As to the City: As to Service Provider: City of Elgin Food for Greater Elgin 150 Dexter Court 1553 Commerce Drive Elgin, IL 60120-5555 Elgin, IL 60123 Attention: Sean Stegall City Manager With a copy to: William A. Cogley, Corporation Counsel City of Elgin 150 Dexter Court Elgin, IL 60120-5555 27. Service Provider hereby waives any and all claims to interest on money claimed to be due pursuant to this Agreement, and 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, as amended (50 ILCS 505/1, et seq.), or the Illinois Interest Act, as amended (815 ILCS 205/1, et seq.)." 28. Service 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 whatsoever nature and in whatsoever forum after two (2) years from the date of this Agreement. 29. 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 -6- 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. 30. 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. IN WITNESS WHEREOF, the undersigned have entered into executed this Agreement on the date and year first written above. CITY OF ELGIN: Food for Greater Elgin By: '4"" ewd� By: Name/print: SvS�� E�ieso� City Manager Title: ec�U� ,5-)e ee Attest: zk� City Clerk Fr Legal Dept\AgreetnentlRiverboat Grant Agr-clean-I-8-13.docx -7- EXHIBIT A General Operating: • Food for Greater Elgin(FFGE) shall provide nutritious food to low income residents in Elgin and South Elgin through a Client Choice Food Pantry. • FFGE shall work with Northern Illinois Food Bank for cost-effective food acquisition, as well as local grocery stores to acquire and distribute quality food. • FFGE shall offer five food distributions every week, including evenings and weekends • FFGE shall provide an annual report to the city, including the number of volunteers and volunteer hours contributed to the organization. Other: Food for Greater Elgin shall provide the city with a complimentary table at their annual dinner/event, should one be held in 2014. -8- RIVERBOAT GRANT AGREEMENT THIS AGREEMENT is made and entered into this Xr5ay of f-i r , 201J , by and between the CITY OF ELGIN, Illinois, a municipal corporation (hereinafter referred to as the "City"), and Salvation Army Golden Diners, 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; and WHEREAS, the City has agreed to provide a Riverboat Grant to the Service Provider pursuant to the requirements of the City's Riverboat Grant Program and the terms and conditions of 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 Salvation Army Golden Diners - Scope of Services for 2014 Riverboat Grant Agreement", attached hereto and made a part hereof as Exhibit A (such services, including the terms, conditions, dates and times, are referred to herein as the "Subject Services"). In the event of any conflict between the provisions of this Agreement and the provisions of 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$18,000. Such payment by the City to the Service Provider shall be made within twenty-one (21) days of the entry into this Agreement. 5. The Service Provider shall apply 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. 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 a written performance report detailing the disbursements of the monies to be paid by the City to the Service Provider pursuant to this Agreement no later than December 31, 2014. 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 City to the Service Provider pursuant to this Agreement upon 72 hours advance notice from the City to the Service Provider. 7. In the event this Agreement is terminated, or in the event the Subject Services for which the City funds provided herein to be applied are discontinued, or the Service Provider ceases its operations prior to the conclusion of the term of this Agreement, the Service Provider shall refund to the City on a prorated per diem basis of funds paid hereunder for the portion of the remaining term of this Agreement after any such termination or for the portion of the term of this Agreement 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. -2- 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, 2014, 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 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. Service Provider hereby further waives any and all claims or rights to interest which it claims it may otherwise be entitled to pursuant to law, including, but not limited to, the Local Government Prompt Payment Act (50 ILCS 50111, et seq.), as amended, or the Illinois Interest Act (815 ILCS 205/1 , et seq.), as amended. The parties hereto further agree that any action by the Service Provider arising out of this Agreement must be filed within one year of the date the alleged cause of action arose or the same will be time barred. 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 -3- 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. 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, -4- 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; 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; and g. protection against retaliation as provided by Section 6-101 of the Human Rights Act. A copy of the policies shall be provided by the Service Provider 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. -5- 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: As to the City: As to Service Pro ider: City of Elgin a I V&f ICA Ar IdIl 150 Dexter Court 1,031 E- S+a Elgin, IL 60120-5555 IL. 0! Attention: Sean Stegall 4-n ,A,' & City Manager y�;,-4m-or With a copy to: William A. Cogley, Corporation Counsel City of Elgin 150 Dexter Court Elgin, IL 60120-5555 27. Service Provider hereby waives any and all claims to interest on money claimed to be due pursuant to this Agreement, and 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, as amended (50 ILCS 50511, et seq.), or the Illinois Interest Act, as amended (815 ILCS 205/1, et seq.)." 28. Service 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 whatsoever nature and in whatsoever forum after two (2) years from the date of this Agreement. 29. 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 -6- 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. 30. 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. IN WITNESS WHEREOF, the undersigned have entered into executed this Agreement on the date and year first written above. CITY OF ELGIN: [SERVICE P VIDER] By: By: F/l Name/print: E.F�a!idaii P01-1e City Manager Title: Asst.Treas.jrer Atte t: City Clerk FALegal DeptWgreementTiverboat Grant Agr-clean-1-8-13.docx -7- EXHIBIT A The Salvation Army Golden Diners shall: • Use this grant money to purchase food for meals that are home delivered and dining site programs as part of the senior nutrition program in Kane and McHenry Counties. • Use this food to provide daily nutrition and well being checks to seniors sixty years of age and older who are at risk of malnutrition and/or isolation • Deliver meals to eligible homes. Community Dining sites will also be available at Judson University, and Senior Services Associates,Inc.for seniors who are able to get out of their homes. -8- RIVERBOAT GRANT AGREEMENT THIS AGREEMENT is made and entered into this 23rdday of r, , 2014, by and between the CITY OF ELGIN, Illinois, a municipal corporation (hereinafter referred to as the "City"), and Ecker Center for Mental Health, 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; and WHEREAS, the City has agreed to provide a Riverboat Grant to the Service Provider pursuant to the requirements of the City's Riverboat Grant Program and the terms and conditions of 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 Ecker Center for Mental Health - Scope of Services for 2014 Riverboat Grant Agreement", attached hereto and made a part hereof as Exhibit A (such services, including the terms, conditions, dates and times, are referred to herein as the "Subject Services"). In the event of any conflict between the provisions of this Agreement and the provisions of 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$17,500. Such payment by the City to the Service Provider shall be made within twenty-one(2 1) days of the entry into this Agreement. 5. The Service Provider shall apply the money to be paid by the City to the Service Provider pursuant to the preceding paragraph hereof solely to general 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. 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 a written performance report detailing the disbursements of the monies to be paid by the City to the Service Provider pursuant to this Agreement no later than December 31, 2014. 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 City to the Service Provider pursuant to this Agreement upon 72 hours advance notice from the City to the Service Provider. 7. In the event this Agreement is terminated, or in the event the Subject Services for which the City funds provided herein to be applied are discontinued, or the Service Provider ceases its operations prior to the conclusion of the term of this Agreement, the Service Provider shall refund to the City on a prorated per diem basis of funds paid hereunder for the portion of the remaining term of this Agreement after any such termination or for the portion of the term of this Agreement 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. -2- 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, 2014, 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 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. Service Provider hereby further waives any and all claims or rights to interest which it claims it may otherwise be entitled to pursuant to law, including, but not limited to, the Local Government Prompt Payment Act (50 ILCS 501/1, et seq.), as amended, or the Illinois Interest Act (815 ILCS 205/1 , et seq.), as amended. The parties hereto further agree that any action by the Service Provider arising out of this Agreement must be filed within one year of the date the alleged cause of action arose or the same will be time barred. 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 -3- 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. 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, -4- 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; 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; and g. protection against retaliation as provided by Section 6-101 of the Human Rights Act. A copy of the policies shall be provided by the Service Provider 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. -5- 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: As to the City: As to Service Provider: City of Elgin Ecker Center for Mental Health 150 Dexter Court 1845 Grandstand Place Elgin, IL 60120-5555 Elgin, IL 60123 Attention: Sean Stegall City Manager With a copy to: William A. Cogley, Corporation Counsel City of Elgin 150 Dexter Court Elgin, IL 60120-5555 27. Service Provider hereby waives any and all claims to interest on money claimed to be due pursuant to this Agreement, and 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, as amended (50 ILCS 50511, et seq.), or the Illinois Interest Act, as amended (815 ILCS 205/1, et seq.)." 28. Service 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 whatsoever nature and in whatsoever forum after two (2) years from the date of this Agreement. 29. 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 -6- 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. 30. 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. IN WITNESS WHEREOF, the undersigned have entered into executed this Agreement on the date and year first written above. CITY OF ELGIN: Ecker Center for Mental Health By: A4 By: //SAG`! Name/print: } IzCN ��✓ E2 City Manager Title: �-I- Attest: City Clerk F:\Legal Dept\Agreement\Riverboat Grant Agr-clean-1-8-13.docx -7- EXHIBIT A General Operating: • Ecker Center for Mental Health shall provide services to adults with severe mental ilnness, including case management, rehabilitation, nursing, crisis and long term residential programs • Ecker Center for Mental Health shall provide Psychiatric emergency services to people of all ages • Ecker Center for Mental Health shall provide therapy and counseling services for youth and families and child psychiatry. • Ecker Center for Mental Health shall help obtain food,clothing, shelter and medical and dental services for clients. • Ecker Center for Mental Health shall provide the city with an annual report of the number of volunteers and volunteer hours contributed to the organization. Other: The Ecker Center for Mental Health shall provide the city with a complimentary table at their annual dinner/event, should one be held in 2014. -8- RIVERBOAT GRANT AGREEMENT THIS AGREEMENT is made and entered into this23rd day of April , 2014, by and between the CITY OF ELGIN, Illinois, a municipal corporation (hereinafter referred to as the "City"), and Centro de Informacion, 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; and WHEREAS, the City has agreed to provide a Riverboat Grant to the Service Provider pursuant to the requirements of the City's Riverboat Grant Program and the terms and conditions of 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 Centro de Informacion - Scope of Services for 2014 Riverboat Grant Agreement", attached hereto and made a part hereof as Exhibit A (such services, including the terms, conditions, dates and times, are referred to herein as the "Subject Services"). In the event of any conflict between the provisions of this Agreement and the provisions of 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$18,000. Such payment by the City to the Service Provider shall be made within twenty-one(21) days of the entry into this Agreement. 5. The Service Provider shall apply the money to be paid by the City to the Service Provider pursuant to the preceding paragraph hereof solely to program expenses such as staff salary and benefits, community outreach, information and referral, and other expenses associated with the Subject Services to be provided by the Service Provider pursuant to 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 a written performance report detailing the disbursements of the monies to be paid by the City to the Service Provider pursuant to this Agreement no later than December 31, 2014. 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 City to the Service Provider pursuant to this Agreement upon 72 hours advance notice from the City to the Service Provider. 7. In the event this Agreement is terminated, or in the event the Subject Services for which the City funds provided herein to be applied are discontinued, or the Service Provider ceases its operations prior to the conclusion of the term of this Agreement, the Service Provider shall refund to the City on a prorated per diem basis of funds paid hereunder for the portion of the remaining term of this Agreement after any such termination or for the portion of the term of this Agreement 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. -2- 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, 2014, 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 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. Service Provider hereby further waives any and all claims or rights to interest which it claims it may otherwise be entitled to pursuant to law, including, but not limited to, the Local Government Prompt Payment Act (50 ILCS 501/1, et seq.), as amended, or the Illinois Interest Act (815 ILCS 205/1 , et seq.), as amended. The parties hereto further agree that any action by the Service Provider arising out of this Agreement must be filed within one year of the date the alleged cause of action arose or the same will be time barred. 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 -3- 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. 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, -4- 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; 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; and g. protection against retaliation as provided by Section 6-101 of the Human Rights Act. A copy of the policies shall be provided by the Service Provider 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. -5- 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: As to the City: As to Service Provider: City of Elgin Centro de Informacion 150 Dexter Court 28 N. Grove Avenue Suite 200 Elgin, IL 60120-5555 Elgin, IL 60120 Attention: Sean Stegall City Manager With a copy to: William A. Cogley, Corporation Counsel City of Elgin 150 Dexter Court Elgin, IL 60120-5555 27. Service Provider hereby waives any and all claims to interest on money claimed to be due pursuant to this Agreement, and 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, as amended (50 ILCS 505/1, et seq.), or the Illinois Interest Act, as amended (815 ILCS 205/1, et seq.)." 28. Service 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 whatsoever nature and in whatsoever forum after two (2) years from the date of this Agreement. 29. 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 -6- 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. 30. 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. IN WITNESS WHEREOF, the undersigned have entered into executed this Agreement on the date and year first written above. CITY OF ELGIN: Centro—de Informac' n By: 04 By: Name/pant: J ►m E A 1 1 City Manager Title: t t Y 1 d F ►R.F.c7 a K- Attes City Clerk F:\Legal Dept\Agreement\Riverboat Grant Agr-clean-1-8-13.docx -7- EXHIBIT A Programming: • Centro de Informacion shall provide bilingual,bicultural services through professional staff • Centro de Informacion shall provide information and referral,outreach and advocacy, parenting skills training,information and application assistance • Centro de Informacion shall provide immigration and citizenship services • Centro de Informacion shall use the grant funds to conduct community outreach services including: • Providing emergency services • Resource fairs,legal clinics, health screenings and seminars • Refer families to local services • Serve as an advocate on behalf of immigrants • Centro de Informacion shall provide the an annual report to the city,including the number of volunteers and volunteer hours contributed to the organization. Other: Centro de Informacion shall provide the city with a complimentary table at their annual dinner/event, should one be held in 2014. -8- RIVERBOAT GRANT AGREEMENT THIS AGREEMENT is made and entered into this 23rd day of A r , 2014, by and between the CITY OF ELGIN, Illinois, a municipal corporation (herei after 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 "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; and WHEREAS, the City has agreed to provide a Riverboat Grant to the Service Provider pursuant to the requirements of the City's Riverboat Grant Program and the terms and conditions of 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 United Way of Elgin - Scope of Services for 2014 Riverboat Grant Agreement", attached hereto and made a part hereof as Exhibit A (such services, including the terms, conditions, dates and times, are referred to herein as the "Subject Services"). In the event of any conflict between the provisions of this Agreement and the provisions of 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$6,000. Such payment by the City to the Service Provider shall be made within twenty-one (2 1) days of the entry into this Agreement. 5. The Service Provider shall apply 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. 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 a written performance report detailing the disbursements of the monies to be paid by the City to the Service Provider pursuant to this Agreement no later than December 31, 2014. 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 City to the Service Provider pursuant to this Agreement upon 72 hours advance notice from the City to the Service Provider. 7. In the event this Agreement is terminated, or in the event the Subject Services for which the City funds provided herein to be applied are discontinued, or the Service Provider ceases its operations prior to the conclusion of the term of this Agreement, the Service Provider shall refund to the City on a prorated per diem basis of funds paid hereunder for the portion of the remaining term of this Agreement after any such termination or for the portion of the term of this Agreement 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. -2- 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, 2014, 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 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. Service Provider hereby further waives any and all claims or rights to interest which it claims it may otherwise be entitled to pursuant to law, including, but not limited to, the Local Government Prompt Payment Act (50 ILCS 50111, et seq.), as amended, or the Illinois Interest Act (815 ILCS 205/1 , et seq.), as amended. The parties hereto further agree that any action by the Service Provider arising out of this Agreement must be filed within one year of the date the alleged cause of action arose or the same will be time barred. 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 -3- 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. 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, -4- 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; 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; and g. protection against retaliation as provided by Section 6-101 of the Human Rights Act. A copy of the policies shall be provided by the Service Provider 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. -5- 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: As to the City: As to Service Provider: City of Elgin United Way of Elgin 150 Dexter Court 1797 LaFox Street Elgin, IL 60120-5555 South Elgin, I160177 Attention: Sean Stegall City Manager With a copy to: William A. Cogley, Corporation Counsel City of Elgin 150 Dexter Court Elgin, IL 60120-5555 27. Service Provider hereby waives any and all claims to interest on money claimed to be due pursuant to this Agreement, and 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, as amended (50 ILCS 505/1, et seq.), or the Illinois Interest Act, as amended (815 ILCS 205/1, et seq.)." 28. Service 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 whatsoever nature and in whatsoever forum after two (2) years from the date of this Agreement. 29. 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 -6- 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. 30. 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. IN WITNESS WHEREOF, the undersigned have entered into executed this Agreement on the date and year first written above. CITY OF ELGIN: United Way of Elgin B (� y: By: Name pri t f�.hn e A. City Manager Title"7res,C1en LXV�.A�-fA Woul ze 0�vr\ At est: L City Clerk F:\Legal Dept\Agreement\Riverboat Grant Agr-clean-1-8-13.docx -7- EXHIBIT A Programming: • United Way of Elgin shall provide the Dolly Parton Imagination Library to residents within their service area,including Elgin, South Elgin,Hampshire,Burlington and Pingree Grove. • United Way of Elgin shall serve as the local affiliate and champion for the Dolly Parton Imagination Library, registering children,maintaining the registration database,marketing the program to the community and seeking continued financial support for the program • United Way of Elgin shall continue to partner with Gail Borden Library,U-46,One Hope United,Head Start, Sherman Hospital, Greater Elgin Family Care Center,Well Child Center,Kane County Health Department,Elgin Police Department and other community organizations to promote and document the results of the program • United Way of Elgin shall provide the city with an annual report on the organization, including the number of volunteers and volunteer hours given to the organization. Other: United Way of Elgin shall provide the city with a complimentary table at their annual dinner/event, should one be held in 2014. -8- RIVERBOAT GRANT AGREEMENT THIS AGREEMENT is made and entered into this 23rdday of April 12014, by and between the CITY OF ELGIN, Illinois, a municipal corporation (hereinafter referred to as the "City"), and Well Child Center, 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; and WHEREAS, the City has agreed to provide a Riverboat Grant to the Service Provider pursuant to the requirements of the City's Riverboat Grant Program and the terms and conditions of 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 Well Child Center - Scope of Services for 2014 Riverboat Grant Agreement", attached hereto and made a part hereof as Exhibit A (such services, including the terms, conditions, dates and times, are referred to herein as the "Subject Services"). In the event of any conflict between the provisions of this Agreement and the provisions of 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$9,000. Such payment by the City to the Service Provider shall be made within twenty-one (2 1) days of the entry into this Agreement. 5. The Service Provider shall apply the money to be paid by the City to the Service Provider pursuant to the preceding paragraph hereof solely to program expenses for the First Tooth Visit Program, such as staff salary and benefits, and expenses associated with the Subject Services to be provided by the Service Provider pursuant to 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 a written performance report detailing the disbursements of the monies to be paid by the City to the Service Provider pursuant to this Agreement no later than December 31, 2014. 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 City to the Service Provider pursuant to this Agreement upon 72 hours advance notice from the City to the Service Provider. 7. In the event this Agreement is terminated, or in the event the Subject Services for which the City funds provided herein to be applied are discontinued, or the Service Provider ceases its operations prior to the conclusion of the term of this Agreement, the Service Provider shall refund to the City on a prorated per diem basis of funds paid hereunder for the portion of the remaining term of this Agreement after any such termination or for the portion of the term of this Agreement 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. -2- 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, 2014, 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 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. Service Provider hereby further waives any and all claims or rights to interest which it claims it may otherwise be entitled to pursuant to law, including, but not limited to, the Local Government Prompt Payment Act (50 ILCS 50111, et seq.), as amended, or the Illinois Interest Act (815 ILCS 205/1 , et seq.), as amended. The parties hereto further agree that any action by the Service Provider arising out of this Agreement must be filed within one year of the date the alleged cause of action arose or the same will be time barred. 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 -3- 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. 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, -4- 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; 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; and g. protection against retaliation as provided by Section 6-101 of the Human Rights Act. A copy of the policies shall be provided by the Service Provider 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. -5- 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: As to the City: As to Service Provider: City of Elgin Well Child Center 150 Dexter Court 620 Wing Street Elgin, IL 60120-5555 Elgin, IL 60123 Attention: Sean Stegall City Manager With a copy to: William A. Cogley, Corporation Counsel City of Elgin 150 Dexter Court Elgin, IL 60120-5555 27. Service Provider hereby waives any and all claims to interest on money claimed to be due pursuant to this Agreement, and 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, as amended (50 ILCS 50511, et seq.), or the Illinois Interest Act, as amended (815 ILCS 205/1, et seq.)." 28. Service 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 whatsoever nature and in whatsoever forum after two (2) years from the date of this Agreement. 29. 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 -6- 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. 30. 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. IN WITNESS WHEREOF, the undersigned have entered into executed this Agreement on the date and year first written above. CITY OF ELGIN: Well Child Center p By: -?A By: KJ Name/print: City Manager Title: At est: Art- City Clerk F:\Legal Dept\Agreement\Riverboat Grant Agr-clean-1-8-13.docx -7- EXHIBIT A Programming: • Well Child Center shall work toward the goal of providing pediatric dental service to children in the community • Well Child Center shall work to improve access to care and eliminate barriers to dental care • Well Child Center shall use these grant monies to fund "Our First Tooth Visit"program,to integrate a baby's first dental screening with the WIC nutrition services provided by Well Child Center • Well Child Center shall continue to partner with Visiting Nurses Association,Kane County Health Department, school nurses,Aunt Martha's,United Way and GEFCC to ensure that underserved children receive care. • Well Child Center shall provide an annual report to the city of Elgin, including the number of volunteers and volunteer hours contributed to the organization. Other: Well Child Center shall provide the city with a complimentary table at their annual dinner/event, should one be held in 2014. -8- r ' RIVERBOAT GRANT AGREEMENT THIS AGREEMENT is made and entered into this 23rd day of April 12014, by and between the CITY OF ELGIN, Illinois, a municipal corporation (hereinafter referred to as the "City"), and The Literacy Connection, 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; and WHEREAS, the City has agreed to provide a Riverboat Grant to the Service Provider pursuant to the requirements of the City's Riverboat Grant Program and the terms and conditions of 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 The Literacy Connection - Scope of Services for 2014 Riverboat Grant Agreement", attached hereto and made a part hereof as Exhibit A (such services, including the terms, conditions, dates and times, are referred to herein as the "Subject Services"). In the event of any conflict between the provisions of this Agreement and the provisions of 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$11,500. Such payment by the City to the Service Provider shall be made within twenty-one (2 1) days of the entry into this Agreement. 5. The Service Provider shall apply 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, and expenses associated with the Subject Services to be provided by the Service Provider pursuant to 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 a written performance report detailing the disbursements of the monies to be paid by the City to the Service Provider pursuant to this Agreement no later than December 31, 2014. 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 City to the Service Provider pursuant to this Agreement upon 72 hours advance notice from the City to the Service Provider. 7. In the event this Agreement is terminated, or in the event the Subject Services for which the City funds provided herein to be applied are discontinued, or the Service Provider ceases its operations prior to the conclusion of the term of this Agreement, the Service Provider shall refund to the City on a prorated per diem basis of funds paid hereunder for the portion of the remaining term of this Agreement after any such termination or for the portion of the term of this Agreement 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. -2- 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, 2014, 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 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. Service Provider hereby further waives any and all claims or rights to interest which it claims it may otherwise be entitled to pursuant to law, including, but not limited to, the Local Government Prompt Payment Act (50 ILCS 50111, et seq.), as amended, or the Illinois Interest Act (815 ILCS 205/1 , et seq.), as amended. The parties hereto further agree that any action by the Service Provider arising out of this Agreement must be filed within one year of the date the alleged cause of action arose or the same will be time barred. 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 -3- 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. 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, -4- 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; 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; and g. protection against retaliation as provided by Section 6-101 of the Human Rights Act. A copy of the policies shall be provided by the Service Provider 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. -5- 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: As to the City: As to Service Provider: City of Elgin The Literacy Connection 150 Dexter Court 270 N. Grove Avenue Elgin, IL 60120-5555 Elgin, 11 60120 Attention: Sean Stegall City Manager With a copy to: William A. Cogley, Corporation Counsel City of Elgin 150 Dexter Court Elgin, IL 60120-5555 27. Service Provider hereby waives any and all claims to interest on money claimed to be due pursuant to this Agreement, and 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, as amended (50 ILCS 505/1, et seq.), or the Illinois Interest Act, as amended (815 ILCS 205/1, et seq.)." 28. Service 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 whatsoever nature and in whatsoever forum after two (2) years from the date of this Agreement. 29. 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 -6- 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. 30. 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. IN WITNESS WHEREOF, the undersigned have entered into executed this Agreement on the date and year first written above. CITY OF ELGIN: The Literacy Connection By: ca'/4we/ By: - Name/p t: Ka ry n L, 0,S-V OOOF City Manager Title: �EXe ce c_ for Attest: 4LL.- Jr-L..'(:!Iq #�� City Clerk F:\Legal Dept\Agreement\Riverboat Grant Agr-clean-I-8-13.docx -7- EXHIBIT A Programming: • The Literacy Connection shall provide adult literacy services to Elign and the northwest suburban area. • The Literacy Connection shall provide support services to trained tutors to focus on workforce readiness skills for their adult learner. • The Literacy Connection shall provide information on skills needed for educational programs at ECC,instruction in specific work-related skill areas,work-readiness assessments for adult learners,additional tutor training and support for volunteers and referrals and transition support to job training programs. • The Literacy Connection shall provide referrals to be assessed by ECC I-CAPS Coordinator and/or the ECC Adult Basic Education Program for ESL or pre-GED classes. • The Literacy Connection shall provide an annual report to the City of Elgin,including the number of volunteers and volunteer hours contributed to the organization. Other: The Literacy Connection shall provide the city with a complimentary table to their annual dinner or event, should one take place in 2014. -8- RIVERBOAT GRANT AGREEMENT THIS AGREEMENT is made and entered into this 23rdday of April , 2014, by and between the CITY OF ELGIN, Illinois, a municipal corporation(hereinafter referred to as the "City"), and Greater Elgin Family Care Center, 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; and WHEREAS, the City has agreed to provide a Riverboat Grant to the Service Provider pursuant to the requirements of the City's Riverboat Grant Program and the terms and conditions of 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 Greater Elgin Family Care Center - Scope of Services for 2014 Riverboat Grant Agreement", attached hereto and made a part hereof as Exhibit A (such services, including the terms, conditions, dates and times, are referred to herein as the "Subject Services"). In the event of any conflict between the provisions of this Agreement and the provisions of 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$11,500 Such payment by the City to the Service Provider shall be made within twenty-one (2 1) days of the entry into this Agreement. 5. The Service Provider shall apply the money to be paid by the City to the Service Provider pursuant to the preceding paragraph hereof solely to program expenses such as staff salary and benefits, and expenses associated with the Subject Services to be provided by the Service Provider pursuant to 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 a written performance report detailing the disbursements of the monies to be paid by the City to the Service Provider pursuant to this Agreement no later than December 31, 2014. 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 City to the Service Provider pursuant to this Agreement upon 72 hours advance notice from the City to the Service Provider. 7. In the event this Agreement is terminated, or in the event the Subject Services for which the City funds provided herein to be applied are discontinued, or the Service Provider ceases its operations prior to the conclusion of the term of this Agreement, the Service Provider shall refund to the City on a prorated per diem basis of funds paid hereunder for the portion of the remaining term of this Agreement after any such termination or for the portion of the term of this Agreement 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. -2- 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, 2014, 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 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. Service Provider hereby further waives any and all claims or rights to interest which it claims it may otherwise be entitled to pursuant to law, including, but not limited to, the Local Government Prompt Payment Act (50 ILCS 50111, et seq.), as amended, or the Illinois Interest Act (815 ILCS 205/1 , et seq.), as amended. The parties hereto further agree that any action by the Service Provider arising out of this Agreement must be filed within one year of the date the alleged cause of action arose or the same will be time barred. 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 -3- 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. 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, -4- 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; 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; and g. protection against retaliation as provided by Section 6-101 of the Human Rights Act. A copy of the policies shall be provided by the Service Provider 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. -5- 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: As to the City: As to Service Provider: City of Elgin Greater Elgin Family Care Center 150 Dexter Court 370 Summit Street Elgin, IL 60120-5555 Elgin, IL 60120 Attention: Sean Stegall City Manager With a copy to: William A. Cogley, Corporation Counsel City of Elgin 150 Dexter Court Elgin, IL 60120-5555 27. Service Provider hereby waives any and all claims to interest on money claimed to be due pursuant to this Agreement, and 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, as amended (50 ILCS 505/1, et seq.), or the Illinois Interest Act, as amended (815 ILCS 205/1, et seq.)." 28. Service 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 whatsoever nature and in whatsoever forum after two (2) years from the date of this Agreement. 29. 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 -6- 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. 30. 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. IN WITNESS WHEREOF, the undersigned have entered into executed this Agreement on the date and year first written above. CITY OF ELGIN: Greater Elgin Family Care Center By: By: Name/print: J 3 City Manager Title: C. Att s' City Clerk F:\Legal Dept\Agreement\Riverboat Grant Agr-clean-1-8-13.docx -7- EXHIBIT A Programming: • The Greater Elgin Family Care Center shall provide dental services to the uninsured adult dental patients at their Dental Clinic,located at 450 Dundee Avenue. • The Greater Elgin Family Care Center shall use this grant to provide oral health services to 108 uninsured adult patients who are unable to pay out of pocket expenses, based on a per dental cost of$97.35. • The Greater Elgin Family Care Center shall provide the City of Elgin with an annual report,including the number of volunteers and volunteer hours contributed to the organization. Other: The Greater Elgin Family Care Center shall provide the city with a complimentary table to their annual dinner/event, should one be held in 2014. -8- RIVERBOAT GRANT AGREEMENT THIS AGREEMENT is made and entered into this 23rd day of ( 1 I ' 20114. , by and between the CITY OF ELGIN, Illinois, a municipal corporation (her inafter referred to as the "City"), and YWCA Elgin, 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; and WHEREAS, the City has agreed to provide a Riverboat Grant to the Service Provider pursuant to the requirements of the City's Riverboat Grant Program and the terms and conditions of 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 YWCA Elgin - Scope of Services for 2014 Riverboat Grant Agreement", attached hereto and made a part hereof as Exhibit A (such services, including the terms, conditions, dates and times, are referred to herein as the "Subject Services"). In the event of any conflict between the provisions of this Agreement and the provisions of 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$6,500. Such payment by the City to the Service Provider shall be made within twenty-one (21) days of the entry into this Agreement. 5. The Service Provider shall apply the money to be paid by the City to the Service Provider pursuant to the preceding paragraph hereof solely to program expenses associated with the Subject Services to be provided by the Service Provider pursuant to 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 a written performance report detailing the disbursements of the monies to be paid by the City to the Service Provider pursuant to this Agreement no later than December 31, 2014. 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 City to the Service Provider pursuant to this Agreement upon 72 hours advance notice from the City to the Service Provider. 7. In the event this Agreement is terminated, or in the event the Subject Services for which the City funds provided herein to be applied are discontinued, or the Service Provider ceases its operations prior to the conclusion of the term of this Agreement, the Service Provider shall refund to the City on a prorated per diem basis of funds paid hereunder for the portion of the remaining term of this Agreement after any such termination or for the portion of the term of this Agreement 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. -2- 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, 2014, 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 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. Service Provider hereby further waives any and all claims or rights to interest which it claims it may otherwise be entitled to pursuant to law, including, but not limited to, the Local Government Prompt Payment Act (50 ILCS 501/1, et seq.), as amended, or the Illinois Interest Act (815 ILCS 205/1 , et seq.), as amended. The parties hereto further agree that any action by the Service Provider arising out of this Agreement must be filed within one year of the date the alleged cause of action arose or the same will be time barred. 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 -3- 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. 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, -4- 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; 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; and g. protection against retaliation as provided by Section 6-101 of the Human Rights Act. A copy of the policies shall be provided by the Service Provider 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. -5- 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: As to the City: As to Service Provider: City of Elgin YWCA Elgin 150 Dexter Court 220 E. Chicago Street Elgin, IL 60120-5555 Elgin, IL 60120 Attention: Sean Stegall City Manager With a copy to: William A. Cogley, Corporation Counsel City of Elgin 150 Dexter Court Elgin, IL 60120-5555 27. Service Provider hereby waives any and all claims to interest on money claimed to be due pursuant to this Agreement, and 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, as amended (50 ILCS 50511, et seq.), or the Illinois Interest Act, as amended (815 ILCS 205/1, et seq.)." 28. Service 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 whatsoever nature and in whatsoever forum after two (2) years from the date of this Agreement. 29. 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 -6- 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. 30. 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. IN WITNESS WHEREOF, the undersigned have entered into executed this Agreement on the date and year first written above. CITY OF ELGIN: YWCA Elgin B y: L\14 By: NamOri 1 City Manager Title: Attest: City Clerk F:\Legal Dept\Agreement\Riverboat Grant Agr-clean-1-8-13.docx -7- EXHIBIT A Programming: • The YWCA Elgin shall provide the YWCA Elgin Family Literacy Program,focusing on helping children and families have greater success in school. • The YWCA Elgin shall focus on low-literacy, non-native English speakers. • The YWCA Elgin shall provide the Early Childhood Education ESL Preschool,the only English as a Second Language Preschool in the area. • The YWCA Elgin shall provide the City with an annual report of the number of volunteers and volunteer hours are contributed to the organization. Other: The YWCA Elgin shall provide one table to their annual dinner/event for City officials to attend. -8-