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HomeMy WebLinkAbout16-0831 Discovery Church AED . R AUTOMATED EXTERNAL DEFIBRILLATOR(AED) GRANT PROGRAM AGREEMENT THIS AGREEMENT is made and entered into this 31st day of _August 2016 _,by and between the City of Elgin, Illinois, a municipal corporation (hereinafter referred to as the "City") and Discovery Church , an Illinois not-for- profit corporation organized and existing under the laws of the State of Illinois (hereinafter referred to as"Grantee"). WITNESSETH: WHEREAS, the City has created an automated external defibrillator (AED) grant program (hereinafter referred to as the "Subject AED Grant Program"); and WHEREAS, pursuant to the Subject AED Grant Program the City will provide to eligible organizations an automated external defibrillator to be maintained at the eligible organization's premises in the City of Elgin; and WHEREAS, the Grantee has applied to the City to receive an AED pursuant to the Subject AED Grant Program; and WHEREAS, the Grantee's application to participate in the Subject AED Grant Program has been approved subject to the Grantee executing this AED Grant Program agreement; and WHEREAS, the City of Elgin is a home rule unit and as a home rule unit may exercise any power and perform any function pertaining to its government and affairs; and WHEREAS, providing an AED to the Grantee who will give Elgin citizens greater access to AEDs and increase the likelihood of survival from sudden cardiac arrest and will otherwise promote and protect the public health, safety and welfare within the City which pertains to the government and affairs of the City. NOW, THEREFORE, for and in consideration of the mutual promises and undertakings contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. That the City of Elgin automated external defibrillator (AED) grant program guidelines are attached hereto and made a part hereof as Exhibit 1. 2. That the Grantee represents and warrants that it complies with the eligibility guidelines for the Subject AED Grant Program including that the Grantee is a fraternal, benevolent, service or faith-based not-for-profit organization located within the City of Elgin. 3. That the Grantee shall comply in all respects with the post-award requirements as set forth in the attached program guidelines including, but not limited to, comply in all respects t, with the Automated External Defibrillator Act (410 ILCS 4/1, et seq.), as amended, including, but not limited to, the maintenance, training and oversight requirements provided for therein. It is agreed and understood that upon the City providing to the Grantee the Subject AED (hereinafter defined) to the Grantee pursuant to this Agreement, that the Grantee, and not the City, shall be responsible for complying with all of the requirements of the Automated External Defibrillator Act and other applicable requirements of law with respect to the Subject AED. It is further expressly agreed and understood that Grantee, in connection with the performance of this Agreement and the ownership, operation, maintenance, training and oversight requirements shall comply with all applicable federal, state, city and other requirements of law. 4. That within thirty (30) days of the entry of this Agreement the City shall provide to the Grantee an automated external defibrillator (AED) manufactured by Cardiac Science, model number X15A732639 (hereinafter referred to as the "Subject AED"). The execution of this Agreement by the parties hereto shall constitute a bill of sale from the City to the Grantee selling, assigning, transferring and setting over to the Grantee all of the City's right, title and interest in and to the Subject AED. All warranties of quality, fitness and merchantability from the City are hereby expressly excluded. Notwithstanding the foregoing, the City hereby assigns to the Grantee any warranties of the manufacturer for the Subject AED, if any. 5. That the Grantee agrees to maintain and keep the Subject AED at Grantee's premises located at 200 Prairie Street, Elgin, IL. 60120 , Elgin, Illinois. 6. That this Agreement shall not be deemed or construed to create an employment, joint venture,partnership or other agency relationship between the parties hereto. 7. That the failure by a party to enforce any provision of this Agreement against the other party shall not be deemed a waiver of their right to do so thereafter. 8. That this Agreement may be modified or amended only in writing signed by all of the parties hereto. 9. That this Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter set forth herein, all prior agreements and understandings having been merged herein and extinguished hereby. 10. That this Agreement is and shall be deemed and construed to be a joint and collective work product of the City and the Grantee, and as such, this Agreement shall not be construed against the other party as the otherwise purported drafter of same, by any court of competent jurisdiction in order to resolve any inconsistency, ambiguity, vagueness or conflict, if any, in the terms or provisions contained herein. 11. That this Agreement is subject to and shall be governed by the laws of the State of Illinois. - 2 - 12. That this Agreement shall be binding on the parties hereto and their respective successors and permitted assigns. This Agreement and the obligations herein may not be assigned by the Grantee without the express written consent of the City, which consent may be withheld at the sole discretion of the City. 13. That the City and the Grantee agree that in the event of a default by a party, the other party shall, prior to taking such actions as may be available to it, provide written notice to the defaulting party stating that they are giving the defaulting party thirty(30) days within which to cure such default. If the default shall not be cured within the thirty (30) day period aforesaid, then the party giving such notice shall be permitted to avail itself of remedies to which it may be entitled to under this Agreement. 14. That if the Grantee violates or breaches any term of this Agreement, such violation or breach shall be deemed to constitute a default, and the City shall have the right to seek administrative, contractual, legal, or equitable remedies as may be suitable to the violation or breach. 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 thirty (30) days after notice thereof by the Grantee to comply with the conditions of this Agreement, the Grantee as its sole and exclusive remedy may terminate this Agreement. Notwithstanding anything to the contrary in this Agreement, no action shall be commenced by the Grantee, any related persons or entities, and any of their successors and/or permitted assigns, against the City for monetary damages. 15. That 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. 16. That time is of the essence of this Agreement. 17. All notices pursuant to this Agreement shall be in writing and shall be mailed by first-class mail, postage prepaid, addressed as follows: As to the City: As to Grantee: City of Elgin _Discovery Church 150 Dexter Court 200 Prairie Street Elgin, Illinois 60120-5555 _Elgin, IL. 60120 _ Attention: City Manager _Dan Alarcon: Lead Pastor _ Raquel Aguinaga: Office Asst. With a copy to: City of Elgin 150 Dexter Court Elgin, Illinois 60120-5555 Attention: Corporation Counsel - 3 - 18. That to the fullest extent permitted by law, the Grantee agrees to waive and release the City, its officials, officers, employees, attorneys, agents, boards and commissions, and all related parties, from and against any and all claims, suits, judgments, costs, attorneys' fees, damage or other relief, including but not limited to workers' compensation claims, in any way resulting from or arising out of or alleged to be resulting from or arising out of this Agreement and/or the Subject AED unit to be provided by the City to the Grantee pursuant to this Agreement and/or in any way resulting from or arising out of or alleged to be resulting from or arising out of any alleged negligence by the City, its officials, officers, employees, attorneys, agents, boards and commissions, in connection with this Agreement and/or the Subject AED unit to be provided by the City pursuant to this Agreement. The provisions of this paragraph shall survive any completion, expiration and/or termination of this Agreement. 19. That it is agreed and understood that this Agreement is not intended nor shall be construed to alter, limit, or constitute a waiver of any of the civil immunities afforded the City and/or its officials, officers, employees and/or agents pursuant to the Local Governmental and Governmental Employees Tort Immunity Act at 745 ILCS 10/1-101, et seq., as amended, the Emergency Telephone System Act at 50 ILCS 750/0.01 et seq., as amended, the Emergency Medical Services Systems Act at 210 ILCS 50/1 et seq., and/or otherwise provided by law, it being agreed that all the civil immunities as set forth in such Acts, as amended, and/or as otherwise provided by law, shall fully apply to any claims asserted or which might be asserted against the City and/or its officials, officers, employees and/or agents as a result of this Agreement or any of the actions of the parties pursuant to this Agreement. Notwithstanding anything to the contrary in this Agreement, it is agreed and understood that no third party beneficiaries are intended or shall be construed to be created by the provisions of this Agreement and it is the intention of the parties hereto that no action may be commenced by any third party person or entity against the City and/or the Grantee and/or their respective officials, officers, employees, agents and/or other related persons or entities for monetary damages for any alleged breach of this Agreement. The provisions of this section shall survive any expiration and/or termination of this Agreement. IN WITNESS WHEREOF, the parties have entered into and executed this Agreement as of the date and year first written above. CITY OF ELGIN GRANTEE By 4##/4/g By %A / ,.. 4,1e .�..1. Oir 4 City Manager Ors /i AI j `/ Attest: - 4 - t Vv`■ City Clerk F:\Legal Dept\Agreement\Grant Agreement-Automated External Defibrillator(AED).docx EXHIBIT 1 AUTOMATED EXTERNAL DEFIBRILLATOR (AED) GRANT PROGRAM GUIDELINES - 5 -