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HomeMy WebLinkAbout19-27 0— so Resolution No. 19-27 RESOLUTION APPROVING CULTURAL ARTS COMMISSION GRANT RECIPIENTS WHEREAS, the Cultural Arts Commission Grant Program has been established to provide financial assistance for arts programming; and WHEREAS, twelve grant applications were submitted for consideration in 2019 under the Cultural Arts Commission 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 Cultural Arts Commission Grant Program to the following ten organizations in the amount of$40,026: Organization Event , Amount Ballet Folklorico Huehuecoyotl Cultural Performance $5,100 Children's Theatre of Elgin "Godspell" the musical $6,193 Elgin Symphony Orchestra 2018-2019 Season Ainsworth Concerts $3,464 Association for Youth Elgin Youth Symphony Finale Concert "When Little Bells Turn $6,132 Orchestra, Inc. to Tears" Hamilton Wings SCORE! Making Connections $6,982 Schaumburg on Stage "Assassins" $5,525 Side Street Studio Arts NFP Diversity in Visual Art $6,630 TOTAL $40,026 BE IT FURTHER RESOLVED that the projects shall be in conformance with all applicable codes and ordinances. BE 11 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. David J. Kaptain, Mayor Presented: February 27, 2019 Adopted: Vote: Yeas Nays: Recorded: Attest: Kimberly A. Dewis, City Clerk Resolution No. 19-27 RESOLUTION APPROVING CULTURAL ARTS COMMISSION GRANT RECIPIENTS WHEREAS, the Cultural Arts Commission Grant Program has been established to provide financial assistance for arts programming; and WHEREAS, twelve grant applications were submitted for consideration in 2019 under the Cultural Arts Commission 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 Cultural Arts Commission Grant Program to the following ten organizations in the amount of$40,026: Organization Event . Amount Ballet Folklorico Huehuecoyotl Cultural Performance $5,100 Children's Theatre of Elgin "Godspell" the musical $6,193 Elgin Symphony Orchestra 2018-2019 Season Ainsworth Concerts $3,464 Association for Youth Elgin Youth Symphony Finale Concert "When Little Bells Turn $6,132 Orchestra, Inc. to Tears" Hamilton Wings SCORE! Making Connections $6,982 Schaumburg on Stage "Assassins" $5,525 Side Street Studio Arts NFP Diversity in Visual Art $6,630 TOTAL $40,026 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: February 27, 2019 Adopted: February 27, 2019 Vote: Yeas: 7 Nays: 1 Attest: s/Kimberly Dewis Kimberly Dewis, City Clerk CULTURAL ARTS COMMISSION GRANT AGREEMENT THIS AGREEMENT is made and entered into thisoday of VQ/bil.A. vtj ,20141 , by and between the CITY OF ELGIN, Illinois, a municipal corporation(hereinafter referred to as the"City"), and_Ballet Folklorico Huehuecoyotl ,a not-for-profit corporation organized and existing under the laws of the State of Illinois (hereinafter referred to as the"Grantee"). WHEREAS,the City has determined that it would serve a beneficial public purpose to enter into an agreement with the Grantee to provide a grant to the Grantee in exchange for the Grantee to provide certain contract services as described in this Agreement; and, WHEREAS, the Grantee represents that it has the necessary expertise and experience to furnish the Subject Services upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein,the sufficiency of which is hereby mutually acknowledged,the parties hereto hereby agree as follows: 1. The Grantee shall provide all of the services described in and pursuant to the terms and conditions and on the dates and times described in the document entitled "(Ballet Folklorico Huehuecovotl)-Scope of Services for 2019_Grant Agreement,"attached hereto and made a part hereof as Exhibit A (such services, including terms, conditions, dates and times, are hereinafter referred to as the "Subject Services"). In the event of any conflict between the provisions of this Agreement and the provisions in Exhibit A hereto, the provisions of this Agreement shall control. The Grantee represents and warrants that the Grantee has the skills and knowledge necessary to conduct the Subject Services provided for in Exhibit A in a reasonable and workmanlike manner, 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 written amendment to this Agreement agreed to and executed by both parties hereto. 2. The Grantee shall address all inquiries and requests made pursuant to this Agreement to the Assistant City Manager of the City or his designee. 3. In connection with any Subject Services to be performed on any property other than City-owned properties,the Grantee 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. Grantee agrees and warrants that the Grantee will periodically inspect, at reasonable intervals and with a reasonable degree of thoroughness, all of such facilities and equipment for such purposes. Grantee also warrants that the Grantee and the Grantee'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, Grantee agrees and warrants to use, and to cause persons participating in the Subject Services to use,through proper and reasonable 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 provide a grant to the Grantee for the Subject Services under this Agreement in the total amount of $5,100.00__ Dollars Lfive thousand and one hundred dollarsD. Such payment by the City to the Grantee shall be made on or before JUNE 1_, 2019 . 5. Grantee shall comply with all of the requirements,terms and conditions of the City's Cultural Arts Commission Grant Program. All grant funds for the Subject Services shall be expended by the Grantee between January 1, 2019 and December 31, 2019 . All funds awarded pursuant to this Agreement shall be expended in accordance with the terms and provisions of this Agreement and of the City's Cultural Arts Commission Grant Program. The Grantee shall apply the money to be paid by the City to the Grantee pursuant to the proceeding paragraph hereof solely to fund the Subject Services identified in Exhibit A and no funds from the grant provided pursuant to this Agreement shall be used by the Grantee for operating expenses or for any purchase of permanent equipment, capital improvements, construction or for the payment of any previous year's deficit. 6. Prior to entry into this Agreement, the Grantee shall complete a Cultural Arts Commission Grant Application in a form as required by the City. Following the completion of the Subject Services the Grantee shall submit a final report in a form as required by the City within forty-five (45) days of completion of the Subject Services, but no later than _December 31 , 2019_. Without limiting the foregoing, the Grantee shall also 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 may be requested by the City,including but not limited to, as follows: (a) The Grantee shall provide a budget to the City which shall reflect the projected distribution of funds received from the City pursuant to this Agreement during the term of this Agreement. The budget shall be submitted to the Assistant City Manager of the City prior to any payment by the City. (b) The Grantee shall provide to the City all accounting records substantiating any and all revenues and expenses relating to the grant funds awarded pursuant to this Agreement. Such accounting records shall be submitted by the Grantee to the City for review by the City's Fiscal Services Department within forty-five (45)days following the completion of the Subject Services. Accounting records shall include, but not be limited to, bank statements, cancelled checks, invoices, ticket sales, and such other documentation as determined by the City to verify the performance of the Subject Services and/or grant related receipts and disbursements. 7. In the event this Agreement is terminated, or in the event the Subject Services for which the City funds provided herein are to be applied are discontinued, or the Grantee ceases its operations prior to December 31, 2019_, the Grantee shall refund to the City on a prorated per diem basis the funds paid hereunder for the portion of the year remaining after any such termination or for the portion of the year the Subject Services were not conducted. 8. The City of Elgin and the Elgin Cultural Arts Commission shall be recognized as sponsors of the Grantee and shall receive the benefits of sponsorship consistent with the level of support provided in this Agreement. At a minimum, the City's and the Elgin Cultural Arts -2- Commission's support shall be acknowledged on all print materials promoting the Grantee's organization,press releases,radio advertising,web page information and event program(s)through the following mandatory funding identification statement: "Funding for the organization is provided in part through the City of Elgin and the Elgin Cultural Arts Commission." Three samples of this acknowledgement shall be provided to the City. A logo provided by the City to the Grantee shall be used for this purpose. 9. In all printed materials in which a City seal or logo is deemed appropriate, written approval by the Public Information Officer of the City shall be required prior to printing. 10. The term of this Agreement shall commence from the date of the execution hereof and continue through December 31, 2019 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. The relationship of the Grantee to the City arising out of this Agreement shall be that of an independent contractor. It is expressly agreed and understood that the Grantee and the Grantee's officers,employees and agents are not employees of the City and are not entitled to any benefits or insurance provided to employees of the City. 12. If the Grantee violates or breaches any term of this Agreement, such violation or breach shall be deemed to constitute a default, and the City shall have the right to seek such administrative,contractual, legal or equitable remedies to which it may be entitled by law as a result of such violation or breach; and, in addition, if the Grantee, by reason of any default, fails, within fifteen(15) days after notice thereof by the City demanding compliance, to comply with the terms and conditions of this 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, within fifteen (15) days after notice thereof by the Grantee demanding compliance, fails to comply with the terms and conditions of this Agreement, the Grantee,as its sole and exclusive remedy,may terminate this Agreement. Notwithstanding anything to the contrary in this Agreement or by implication or estoppel,with the sole exception of the money the City has agreed to pay the Grantee pursuant to paragraph 4 hereof, no action shall be commenced by the Grantee, any related agents, persons or entities, and/or any of their successors and/or assigns, against the City for monetary damages. In the event any legal action is brought by the City for the enforcement of any of the obligations of the Grantee in this Agreement and the City is the prevailing party in such action, the City shall also be entitled to recover from the Grantee interest at the rate of nine percent(9%)per annum,plus attorney's fees at the rate of Two Hundred Fifty Dollars ($250.00) per hour, which Grantee agrees to be reasonable. The provisions of this paragraph shall survive any expiration, completion and/or termination of this Agreement. 13. Notwithstanding any other provision hereof,the City may terminate this Agreement at any time upon thirty(30)days prior written notice to the Grantee. In the event this Agreement is so terminated, the Grantee shall only be paid for services actually performed, and reimbursable expenses actually incurred prior to termination, except that any such reimbursement shall not,in any event, exceed the total amount set forth in paragraph 4 above. Additionally, in the event this Agreement is so terminated, the Grantee shall immediately cease the expenditure of any funds paid to the Grantee by the City and shall refund to the City any unearned or unexpended funds. -3- 14. To the fullest extent permitted by law,Grantee agrees to 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, workers' compensation claims, in any way resulting from or arising out of any negligent acts or omissions of the Grantee in connection herewith,including any negligent acts or omissions of agents of the Grantee arising out of the performance of this Agreement and/or the Subject Services. In the event of any action against the City, its officers, employees, agents,boards or commissions covered by the foregoing duty to indemnify, defend and hold harmless, such action shall be defended by legal counsel of the City's choosing. The provisions of this section shall survive any expiration, completion and/or termination of this Agreement. 15. The Grantee shall provide, pay for and maintain in effect, during the term of this Agreement,comprehensive automobile liability insurance covering all owned,non-owned and hired motor vehicles used in connection with the Subject Services with limits of not less than $500,000 per occurrence for damages to persons or property. The Grantee shall also provide, pay for and maintain in effect,during the term of this Agreement,worker's compensation insurance in amounts required under the laws of the State of Illinois. At the request of the City the Grantee shall provide to the City certificates of insurance regarding the insurance required in this paragraph. 16. No official, director, officer, agent or employee of the City shall be charged personally or held contractually liable under any term or provision of this Agreement or because of their execution, approval or attempted execution of this Agreement. 17. In all hiring or employment associated with, arising out of or resulting from this Agreement, there shall be no discrimination against any independent contractor, 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, of the Agreement by the City. 19. The terms and provisions of this Agreement shall be severable. If any paragraph, sub-paragraph,phrase, clause or other provision of this Agreement, or any portion thereof, shall be held to be void or otherwise unenforceable, all other portions 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. -4- 21. This Agreement shall be deemed to have been made in, and shall be construed in accordance with the laws of the State of Illinois. Venue for the resolution of any disputes or the enforcement of any rights pursuant to this Agreement shall be in the Circuit Court of Kane County, Illinois. 22. The Grantee certifies hereby that it is not barred from bidding on a public contact as a result of a violation of 720 ILCS 5/33E, et seq., or any similar state or federal statute regarding bid rigging. 23. As a condition of this contract, the Grantee shall have written sexual harassment policies that include, at a minimum, the following information: (a) the illegality of sexual harassment; (b) the definition of sexual harassment under state law; (c) a description of sexual harassment, utilizing examples; (d) the vendor's internal complaint process including penalties; (e) the legal recourse, investigative and complaint process available through the Illinois Department of Human Rights, and the Illinois Human Rights Commission; (f) directions on how to contact the department and commission; (g) protection against retaliation as provided by Section 6-101 of the Human Rights Act. A copy of the policies must be provided to the Department of Human Rights upon request(775 ILCS 5/2-105). 24. As a condition of this Agreement,the Grantee shall have in place a written substance abuse prevention program which meets or exceeds the program requirements in the Substance Abuse Prevention Public Works Act at 820 ILCS 265/1 et seq. A copy of such policy shall be provided to the City's Assistant City Manager prior to the entry and execution of this Agreement. 25. Notwithstanding any other provision in this Agreement, it is expressly agreed and understood that in connection with the performance of this Agreement the Grantee shall comply with all applicable federal, state, city and other requirements of law including, but not limited to, any applicable requirements regarding prevailing wages,minimum wage,workplace safety and legal status of employees. Without limiting the foregoing, the Grantee hereby certifies, represents and warrants to the City that all of Grantee's employees and/or agents who will be providing products, and/or services with respect to this Agreement shall be legal residents of the United States. Grantee shall also at its sole expense secure all permits and licenses, pay all charges and fees and give all notices necessary and incident to the due and lawful prosecution of the work, and/or the products and/or services to be provided pursuant to this Agreement. City shall have the right to audit any records in the possession or control of the Grantee to determine the Grantee's compliance with the provisions of this section or of law. In the event the City proceeds with such an audit,the Grantee shall make available to the City the City's relevant records at no cost to the City. The Grantee shall -5- pay any and all costs associated with any such audit. The provisions of this paragraph shall survive any expiration, completion and/or termination of this Agreement. 26. All notices,reports and documents required under this Agreement shall be in writing and shall be mailed by First Class Mail, postage prepaid, addressed as follows: As to the City: As to Grantee: City of Elgin Ballet Folklorico Huehuecoyotl 150 Dexter Court JO Box 5062, Elgin, IL, 60121_ Elgin, IL 60120-5555 Attn: Julian Hernandez Attention: Richard G. Kozal City Manager With a copy to: William A. Cogley, Corporation Counsel City of Elgin 150 Dexter Court Elgin, IL 60120-5555 27. This Agreement is, and shall be deemed and construed to be, a joint and collective work product of the City and the Grantee and,as such,this Agreement shall not be construed against the other party,as the otherwise purported drafter of same,by any court of competent jurisdiction in order to resolve any inconsistency, ambiguity, vagueness or conflict, if any, of the terms and provisions contained herein. 28. This Agreement shall be binding on the parties hereto and their respective successors and permitted assigns. This Agreement and the obligations herein may not be assigned or delegated by the Grantee without the express written consent of the City, which consent may be withheld at the sole discretion of the City. 29. Grantee hereby waives any and all claims or rights 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(50 ILCS 505/1, et seq.), as amended,or the Illinois Interest Act(815 ILCS 205/1,et seq.),as amended. The provisions of this paragraph shall survive any expiration,completion and/or termination of this Agreement. 30. The parties hereto agree that any cause of action by the Grantee 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 paragraph shall survive any expiration, completion and/or termination of this Agreement. IN WITNESS WHEREOF,the undersigned have entered into executed this agreement on the date and year first written above. CITY OF ELGIN, a municipal corporation GRANTEE: Biata A-a-toy:co tkaithLec4.94.1tf -6- BY: i By: „ - _ OA Richare- o . , ity nag- Name/P t: rt- ‘e-y 11. We rfieful ez Y' Title: tç e rem V P rir_57 Attest: City Clerk it/Clid 1(11 -7- EXHIBIT A BFH Cultural Dance Performance at Elgin Community College's Blizzard Theatre on Saturday, October 5, 2019 @ 7:00pm and Sunday, September 30, 2018 @ 3:00pm. CULTURAL ARTS COMMISSION GRANT AGREEMENT THIS AGREEMENT is made and entered into this./-1day of 'PIOrvt l-._ , 2019, by and between the CITY OF ELGIN, Illinois, a municipal corporation(hereinafter referred to as the "City"), and _Children's Theatre of Elgin , a not-for-profit corporation organized and existing under the laws of the State of Illinois (hereinafter referred to as the "Grantee"). WHEREAS,the City has determined that it would serve a beneficial public purpose to enter into an agreement with the Grantee to provide a grant to the Grantee in exchange for the Grantee to provide certain contract services as described in this Agreement; and, WHEREAS, the Grantee represents that it has the necessary expertise and experience to furnish the Subject Services upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein,the sufficiency of which is hereby mutually acknowledged,the parties hereto hereby agree as follows: 1. The Grantee shall provide all of the services described in and pursuant to the terms and conditions and on the dates and times described in the document entitled"(Children's Theatre of Elgin)-Scope of Services for 2019_Grant Agreement,"attached hereto and made a part hereof as Exhibit A(such services, including terms,conditions, dates and times, are hereinafter referred to as the "Subject Services"). In the event of any conflict between the provisions of this Agreement and the provisions in Exhibit A hereto,the provisions of this Agreement shall control. The Grantee represents and warrants that the Grantee has the skills and knowledge necessary to conduct the Subject Services provided for in Exhibit A in a reasonable and workmanlike manner, 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 written amendment to this Agreement agreed to and executed by both parties hereto. 2. The Grantee shall address all inquiries and requests made pursuant to this Agreement to the Assistant City Manager of the City or his designee. 3. In connection with any Subject Services to be performed on any property other than City-owned properties,the Grantee 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. Grantee agrees and warrants that the Grantee will periodically inspect, at reasonable intervals and with a reasonable degree of thoroughness, all of such facilities and equipment for such purposes. Grantee also warrants that the Grantee and the Grantee'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, Grantee agrees and warrants to use, and to cause persons participating in the Subject Services to use,through proper and reasonable 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 provide a grant to the Grantee for the Subject Services under this Agreement in the total amount of_$6,193.00_ Dollars Lsix thousand one hundred and ninety three dollars_). Such payment by the City to the Grantee shall be made on or before _JUNE 1_, 2019 . 5. Grantee shall comply with all of the requirements, terms and conditions of the City's Cultural Arts Commission Grant Program. All grant funds for the Subject Services shall be expended by the Grantee between January 1, 2019 and December 31, 2019 . All funds awarded pursuant to this Agreement shall be expended in accordance with the terms and provisions of this Agreement and of the City's Cultural Arts Commission Grant Program. The Grantee shall apply the money to be paid by the City to the Grantee pursuant to the proceeding paragraph hereof solely to fund the Subject Services identified in Exhibit A and no funds from the grant provided pursuant to this Agreement shall be used by the Grantee for operating expenses or for any purchase of permanent equipment, capital improvements, construction or for the payment of any previous year's deficit. 6. Prior to entry into this Agreement, the Grantee shall complete a Cultural Arts Commission Grant Application in a form as required by the City. Following the completion of the Subject Services the Grantee shall submit a final report in a form as required by the City within forty-five (45) days of completion of the Subject Services, but no later than _December 31_, 2019_. Without limiting the foregoing, the Grantee shall also 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 may be requested by the City, including but not limited to, as follows: (a) The Grantee shall provide a budget to the City which shall reflect the projected distribution of funds received from the City pursuant to this Agreement during the term of this Agreement. The budget shall be submitted to the Assistant City Manager of the City prior to any payment by the City. (b) The Grantee shall provide to the City all accounting records substantiating any and all revenues and expenses relating to the grant funds awarded pursuant to this Agreement. Such accounting records shall be submitted by the Grantee to the City for review by the City's Fiscal Services Department within forty-five (45) days following the completion of the Subject Services. Accounting records shall include, but not be limited to, bank statements, cancelled checks, invoices, ticket sales, and such other documentation as determined by the City to verify the performance of the Subject Services and/or grant related receipts and disbursements. 7. In the event this Agreement is terminated, or in the event the Subject Services for which the City funds provided herein are to be applied are discontinued, or the Grantee ceases its operations prior to December 31, 2019 , the Grantee shall refund to the City on a prorated per diem basis the funds paid hereunder for the portion of the year remaining after any such termination or for the portion of the year the Subject Services were not conducted. 8. The City of Elgin and the Elgin Cultural Arts Commission shall be recognized as sponsors of the Grantee and shall receive the benefits of sponsorship consistent with the level of support provided in this Agreement. At a minimum, the City's and the Elgin Cultural Arts -2- Commission's support shall be acknowledged on all print materials promoting the Grantee's organization,press releases,radio advertising,web page information and event program(s)through the following mandatory funding identification statement: "Funding for the organization is provided in part through the City of Elgin and the Elgin Cultural Arts Commission." Three samples of this acknowledgement shall be provided to the City. A logo provided by the City to the Grantee shall be used for this purpose. 9. In all printed materials in which a City seal or logo is deemed appropriate, written approval by the Public Information Officer of the City shall be required prior to printing. 10. The term of this Agreement shall commence from the date of the execution hereof and continue through December 31, 2019_, 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. The relationship of the Grantee to the City arising out of this Agreement shall be that of an independent contractor. It is expressly agreed and understood that the Grantee and the Grantee's officers, employees and agents are not employees of the City and are not entitled to any benefits or insurance provided to employees of the City. 12. If the Grantee violates or breaches any term of this Agreement, such violation or breach shall be deemed to constitute a default, and the City shall have the right to seek such administrative, contractual, legal or equitable remedies to which it may be entitled by law as a result of such violation or breach; and, in addition, if the Grantee, by reason of any default, fails, within fifteen(15) days after notice thereof by the City demanding compliance, to comply with the terms and conditions of this 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, within fifteen (15) days after notice thereof by the Grantee demanding compliance, fails to comply with the terms and conditions of this Agreement, the Grantee, as its sole and exclusive remedy,may terminate this Agreement. Notwithstanding anything to the contrary in this Agreement or by implication or estoppel,with the sole exception of the money the City has agreed to pay the Grantee pursuant to paragraph 4 hereof, no action shall be commenced by the Grantee, any related agents, persons or entities, and/or any of their successors and/or assigns, against the City for monetary damages. In the event any legal action is brought by the City for the enforcement of any of the obligations of the Grantee in this Agreement and the City is the prevailing party in such action, the City shall also be entitled to recover from the Grantee interest at the rate of nine percent(9%)per annum,plus attorney's fees at the rate of Two Hundred Fifty Dollars ($250.00) per hour, which Grantee agrees to be reasonable. The provisions of this paragraph shall survive any expiration, completion and/or termination of this Agreement. 13. Notwithstanding any other provision hereof,the City may terminate this Agreement at any time upon thirty(30) days prior written notice to the Grantee. In the event this Agreement is so terminated, the Grantee shall only be paid for services actually performed, and reimbursable expenses actually incurred prior to termination, except that any such reimbursement shall not,in any event, exceed the total amount set forth in paragraph 4 above. Additionally, in the event this Agreement is so terminated,the Grantee shall immediately cease the expenditure of any funds paid to the Grantee by the City and shall refund to the City any unearned or unexpended funds. -3- 14. To the fullest extent permitted by law, Grantee agrees to 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, workers' compensation claims, in any way resulting from or arising out of any negligent acts or omissions of the Grantee in connection herewith, including any negligent acts or omissions of agents of the Grantee arising out of the performance of this Agreement and/or the Subject Services. In the event of any action against the City, its officers, employees,agents,boards or commissions covered by the foregoing duty to indemnify, defend and hold harmless, such action shall be defended by legal counsel of the City's choosing. The provisions of this section shall survive any expiration, completion and/or termination of this Agreement. 15. The Grantee shall provide, pay for and maintain in effect, during the term of this Agreement, comprehensive automobile liability insurance covering all owned,non-owned and hired motor vehicles used in connection with the Subject Services with limits of not less than $500,000 per occurrence for damages to persons or property. The Grantee shall also provide, pay for and maintain in effect,during the term of this Agreement,worker's compensation insurance in amounts required under the laws of the State of Illinois. At the request of the City the Grantee shall provide to the City certificates of insurance regarding the insurance required in this paragraph. 16. No official, director, officer, agent or employee of the City shall be charged personally or held contractually liable under any term or provision of this Agreement or because of their execution, approval or attempted execution of this Agreement. 17. In all hiring or employment associated with, arising out of or resulting from this Agreement, there shall be no discrimination against any independent contractor, 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 tet mination, rates of pay or other fours 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, of the Agreement by the City. 19. The terms and provisions of this Agreement shall be severable. If any paragraph, sub-paragraph, phrase, clause or other provision of this Agreement,or any portion thereof,shall be held to be void or otherwise unenforceable, all other portions 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. -4- 21. This Agreement shall be deemed to have been made in, and shall be construed in accordance with the laws of the State of Illinois. Venue for the resolution of any disputes or the enforcement of any rights pursuant to this Agreement shall be in the Circuit Court of Kane County, Illinois. 22. The Grantee certifies hereby that it is not barred from bidding on a public contact as a result of a violation of 720 ILCS 5/33E, et seq., or any similar state or federal statute regarding bid rigging. 23. As a condition of this contract, the Grantee shall have written sexual harassment policies that include, at a minimum, the following information: (a) the illegality of sexual harassment; (b) the definition of sexual harassment under state law; (c) a description of sexual harassment, utilizing examples; (d) the vendor's internal complaint process including penalties; (e) the legal recourse, investigative and complaint process available through the Illinois Department of Human Rights, and the Illinois Human Rights Commission; (f) directions on how to contact the department and commission; (g) protection against retaliation as provided by Section 6-101 of the Human Rights Act. A copy of the policies must be provided to the Department of Human Rights upon request (775 ILCS 5/2-105). 24. As a condition of this Agreement,the Grantee shall have in place a written substance abuse prevention program which meets or exceeds the program requirements in the Substance Abuse Prevention Public Works Act at 820 ILCS 265/1 et seq. A copy of such policy shall be provided to the City's Assistant City Manager prior to the entry and execution of this Agreement. 25. Notwithstanding any other provision in this Agreement, it is expressly agreed and understood that in connection with the performance of this Agreement the Grantee shall comply with all applicable federal, state, city and other requirements of law including, but not limited to, any applicable requirements regarding prevailing wages,minimum wage,workplace safety and legal status of employees. Without limiting the foregoing, the Grantee hereby certifies, represents and warrants to the City that all of Grantee's employees and/or agents who will be providing products, and/or services with respect to this Agreement shall be legal residents of the United States. Grantee shall also at its sole expense secure all permits and licenses, pay all charges and fees and give all notices necessary and incident to the due and lawful prosecution of the work, and/or the products and/or services to be provided pursuant to this Agreement. City shall have the right to audit any records in the possession or control of the Grantee to determine the Grantee's compliance with the provisions of this section or of law. In the event the City proceeds with such an audit,the Grantee shall make available to the City the City's relevant records at no cost to the City. The Grantee shall -5- pay any and all costs associated with any such audit. The provisions of this paragraph shall survive any expiration, completion and/or termination of this Agreement. 26. All notices,reports and documents required under this Agreement shall be in writing and shall be mailed by First Class Mail, postage prepaid, addressed as follows: As to the City: As to Grantee: City of Elgin Children's Theatre of Elgin 150 Dexter Court _1700 Spartan Dr, H104 Elgin, IL, 60123 _ Elgin, IL 60120-5555 Attn: Susan Heaton _ Attention: Richard G. Kozal City Manager With a copy to: William A. Cogley, Corporation Counsel City of Elgin 150 Dexter Court Elgin, IL 60120-5555 27. This Agreement is, and shall be deemed and construed to be, a joint and collective work product of the City and the Grantee and, as such, this Agreement shall not be construed against the other party,as the otherwise purported drafter of same,by any court of competent jurisdiction in order to resolve any inconsistency, ambiguity, vagueness or conflict, if any, of the terms and provisions contained herein. 28. This Agreement shall be binding on the parties hereto and their respective successors and permitted assigns. This Agreement and the obligations herein may not be assigned or delegated by the Grantee without the express written consent of the City, which consent may be withheld at the sole discretion of the City. 29. Grantee hereby waives any and all claims or rights 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(50 ILCS 505/1, et seq.), as amended, or the Illinois Interest Act(815 ILCS 205/1, et seq.),as amended. The provisions of this paragraph shall survive any expiration, completion and/or termination of this Agreement. 30. The parties hereto agree that any cause of action by the Grantee 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 paragraph shall survive any expiration, completion and/or termination of this Agreement. IN WITNESS WHEREOF, the undersigned have entered into executed this agreement on the date and year first written above. CITY OF ELGIN, a municipal corporation GRANT Ef. 7f)e qCYL OC/►'e-dl SP d� -6- Are' Y COaectilt- Richard Kozal, City Manager Name/Print: ecCtA••%a: v-4- eex, Title: VIre 44.....3r CAA.4 sArt.,: LjTv-e4-c— o4L- Attest: ielii,5 /46zi, City Clerk -7- EXHIBIT A Children's Theatre of Elgin/Fox Valley Theatre Company presents the exciting musical "Godspell" at the Elgin Community College Arts Center Blizzard Theatre on Thursday, June 13, 2019 at 7:30 pm, Friday, June 14 at 2 pm and 7:30 pm, Saturday, June 15 at 2 pm and 7:30 pm, and Sunday, June 16 at 2 pm. CULTURAL ARTS COMMISSION GRANT AGREEMENT THIS AGREEMENT is made and entered into this o21 `day of Peiwt,taA,41 ,201 °) , by and between the CITY OF ELGIN, Illinois, a municipal corporation(hereinafter referred to as the "City"), and _Elgin Symphony Orchestra Association , a not-for-profit corporation organized and existing under the laws of the State of Illinois (hereinafter referred to as the "Grantee"). WHEREAS,the City has determined that it would serve a beneficial public purpose to enter into an agreement with the Grantee to provide a grant to the Grantee in exchange for the Grantee to provide certain contract services as described in this Agreement; and, WHEREAS, the Grantee represents that it has the necessary expertise and experience to furnish the Subject Services upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein,the sufficiency of which is hereby mutually acknowledged,the parties hereto hereby agree as follows: 1. The Grantee shall provide all of the services described in and pursuant to the terms and conditions and on the dates and times described in the document entitled "(Elgin Symphony Orchestra Association) - Scope of Services for 2019 Grant Agreement," attached hereto and made a part hereof as Exhibit A (such services, including terms, conditions, dates and times, are hereinafter referred to as the "Subject Services"). In the event of any conflict between the provisions of this Agreement and the provisions in Exhibit A hereto, the provisions of this Agreement shall control. The Grantee represents and warrants that the Grantee has the skills and knowledge necessary to conduct the Subject Services provided for in Exhibit A in a reasonable and workmanlike manner, 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 written amendment to this Agreement agreed to and executed by both parties hereto. 2. The Grantee shall address all inquiries and requests made pursuant to this Agreement to the Assistant City Manager of the City or his designee. 3. In connection with any Subject Services to be performed on any property other than City-owned properties,the Grantee 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. Grantee agrees and warrants that the Grantee will periodically inspect, at reasonable intervals and with a reasonable degree of thoroughness, all of such facilities and equipment for such purposes. Grantee also warrants that the Grantee and the Grantee'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, Grantee agrees and warrants to use, and to cause persons participating in the Subject Services to use,through proper and reasonable 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 provide a grant to the Grantee for the Subject Services under this Agreement in the total amount of $3,464.00_Dollars (_three thousand four hundred and sixty four dollars j. Such payment by the City to the Grantee shall be made on or before_JUNE 1_,2019_. 5. Grantee shall comply with all of the requirements,terms and conditions of the City's Cultural Arts Commission Grant Program. All grant funds for the Subject Services shall be expended by the Grantee between January 1, 2019 and December 31, 2019 . All funds awarded pursuant to this Agreement shall be expended in accordance with the terms and provisions of this Agreement and of the City's Cultural Arts Commission Grant Program. The Grantee shall apply the money to be paid by the City to the Grantee pursuant to the proceeding paragraph hereof solely to fund the Subject Services identified in Exhibit A and no funds from the grant provided pursuant to this Agreement shall be used by the Grantee for operating expenses or for any purchase of permanent equipment, capital improvements, construction or for the payment of any previous year's deficit. 6. Prior to entry into this Agreement, the Grantee shall complete a Cultural Arts Commission Grant Application in a form as required by the City. Following the completion of the Subject Services the Grantee shall submit a final report in a form as required by the City within forty-five (45) days of completion of the Subject Services, but no later than _December 31_, 2019 . Without limiting the foregoing,the Grantee shall also 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 may be requested by the City,including but not limited to, as follows: (a) The Grantee shall provide a budget to the City which shall reflect the projected distribution of funds received from the City pursuant to this Agreement during the term of this Agreement. The budget shall be submitted to the Assistant City Manager of the City prior to any payment by the City. (b) The Grantee shall provide to the City all accounting records substantiating any and all revenues and expenses relating to the grant funds awarded pursuant to this Agreement. Such accounting records shall be submitted by the Grantee to the City for review by the City's Fiscal Services Department within forty-five (45) days following the completion of the Subject Services. Accounting records shall include, but not be limited to, bank statements, cancelled checks, invoices, ticket sales, and such other documentation as determined by the City to verify the performance of the Subject Services and/or grant related receipts and disbursements. 7. In the event this Agreement is terminated, or in the event the Subject Services for which the City funds provided herein are to be applied are discontinued, or the Grantee ceases its operations prior to December 31, 2019 , the Grantee shall refund to the City on a prorated per diem basis the funds paid hereunder for the portion of the year remaining after any such termination or for the portion of the year the Subject Services were not conducted. -2- 8. The City of Elgin and the Elgin Cultural Arts Commission shall be recognized as sponsors of the Grantee and shall receive the benefits of sponsorship consistent with the level of • support provided in this Agreement. At a minimum, the City's and the Elgin Cultural Arts Commission's support shall be acknowledged on all print materials promoting the Grantee's organization,press releases,radio advertising,web page information and event program(s)through the following mandatory funding identification statement: "Funding for the organization is provided in part through the City of Elgin and the Elgin Cultural Arts Commission." Three samples of this acknowledgement shall be provided to the City. A logo provided by the City to the Grantee shall be used for this purpose. 9. In all,printed materials in which a City seal or logo is deemed appropriate, written approval by the Public Information Officer of the City shall be required prior to printing. 10. The term of this Agreement shall commence from the date of the execution hereof and continue through December 31, 2019 , 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. The relationship of the Grantee to the City arising out of this Agreement shall be that of an independent contractor. It is expressly agreed and understood that the Grantee and the Grantee's officers,employees and agents are not employees of the City and are not entitled to any benefits or insurance provided to employees of the City. 12. If the Grantee violates or breaches any term of this Agreement, such violation or breach shall be deemed to constitute a default, and the City shall have the right to seek such administrative,contractual,legal or equitable remedies to which it may be entitled by law as a result of such violation or breach; and, in addition, if the Grantee, by reason of any default, fails, within fifteen(15) days after notice thereof by the City demanding compliance, to comply with the terms and conditions of this 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, within fifteen (15) days after notice thereof by the Grantee demanding compliance, fails to comply with the terms and conditions of this Agreement, the Grantee,as its sole and exclusive remedy,may terminate this Agreement. Notwithstanding anything to the contrary in this Agreement or by implication or estoppel,with the sole exception of the money the City has agreed to pay the Grantee pursuant to paragraph 4 hereof, no action shall be commenced by the Grantee, any related agents, persons or entities, and/or any of their successors and/or assigns, against the City for monetary damages. In the event any legal action is brought by the City for the enforcement of any of the obligations of the Grantee in this Agreement and the City is the prevailing party in such action, the City shall also be entitled to recover from the Grantee interest at the rate of nine percent(9%)per annum,plus attorney's fees at the rate of Two Hundred Fifty Dollars ($250.0) per hour, which Grantee agrees to be reasonable. The provisions of this paragraph shall survive any expiration, completion and/or termination of this Agreement. 13. Notwithstanding any other provision hereof,the City may terminate this Agreement at any time upon thirty(30)days prior written notice to the Grantee. In the event this Agreement is so terminated, the Grantee shall only be paid for services actually performed, and reimbursable expenses actually incurred prior to termination,except that any such reimbursement shall not,in any event, exceed the total amount set forth in paragraph 4 above. Additionally, in the event this -3- Agreement is so terminated,the Grantee shall immediately cease the expenditure of any funds paid to the Grantee by the City and shall refund to the City any unearned or unexpended funds. 14. To the fullest extent permitted by law,Grantee agrees to 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,workers' compensation claims, in any way resulting from or arising out of any negligent acts or omissions of the Grantee in connection herewith,including any negligent acts or omissions of agents of the Grantee arising out of the performance of this Agreement and/or the Subject Services. In the event of any action against the City,its officers,employees,agents,boards or commissions covered by the foregoing duty to indemnify, defend and hold harmless, such action shall be defended by legal counsel of the City's choosing. The provisions of this section shall survive any expiration, completion and/or termination of this Agreement. 15. The Grantee shall provide, pay for and maintain in effect, during the term of this Agreement,comprehensive automobile liability insurance covering all owned,non-owned and hired motor vehicles used an connection with the Subject Services with limits of not less than$500,000 per occurrence for damages to persons or property. The Grantee shall also provide, pay for and maintain in effect,dtjring the term of this Agreement,worker's compensation insurance in amounts required under the laws of the State of Illinois. At the request of the City the Grantee shall provide to the City certificates of insurance regarding the insurance required in this paragraph. 16. No official, director, officer, agent or employee of the City shall be charged personally or held contractually liable under any term or provision of this Agreement or because of their execution, approval or attempted execution of this Agreement. 17. In all hiring or employment associated with, arising out of or resulting from this Agreement, there shall be no discrimination against any independent contractor, employee or applicant for employment because of sex, age, race, color, creed,national origin,marital status,of the presence of any sensory, mental or physical handicap, unless based upon a bona fide occupational qualification, and this requirement shall apply to,but not be limited to,the following: employment adverti$ing, 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, of the Agreement by the City. 19. The terms and provisions of this Agreement shall be severable. If any paragraph, sub-paragraph,phrase,clause or other provision of this Agreement,or any portion thereof,shall be held to be void or otherwise unenforceable,all other portions 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 -4- shall be binding upon the other party unless expressed in writing herein or in a duly-executed amendment hereof. 21. This Agreement shall be deemed to have been made in, and shall be construed in accordance with the laws of the State of Illinois. Venue for the resolution of any disputes or the enforcement of any rights pursuant to this Agreement shall be in the Circuit Court of Kane County, Illinois. 22. The Grantee certifies hereby that it is not barred from bidding on a public contact as a result of a violation df.720 ILCS 5/33E, et seq., or any similar state or federal statute regarding bid rigging. 23. As a condition of this contract, the Grantee shall have written sexual harassment policies that include, at a minimum, the following information: (a) the illegality of sexual harassment; (b) the definition of sexual harassment under state law; (c) a description of sexual harassment, utilizing examples; (d) the vendor's internal complaint process including penalties; (e) the legal recourse, investigative and complaint process available through the Illinois Department of Human Rights, and the Illinois Human Rights Commission; (f) directions on how to contact the department and commission; (g) protection against retaliation as provided by Section 6-101 of the Human ights Act. A copy of the policies must be provided to the Department of Human Rights upon request(775 ILCS 512-105). 24. As a condition of this Agreement,the Grantee shall have in place a written substance abuse prevention program which meets or exceeds the program requirements in the Substance Abuse Prevention Public Wprks Act at 820 ILCS 265/1 et seq. A copy of such policy shall be provided to the City's Assistant City Manager prior to the entry and execution of this Agreement. 25. Notwithstanding any other provision in this Agreement, it is expressly agreed and understood that in connection with the performance of this Agreement the Grantee shall comply with all applicable f¢deral, state, city and other requirements of law including, but not limited to, any applicable requirements regarding prevailing wages,minimum wage,workplace safety and legal status of employees. Without limiting the foregoing, the Grantee hereby certifies, represents and warrants to the City that all of Grantee's employees and/or agents who will be providing products, and/or services with iespect to this Agreement shall be legal residents of the United States. Grantee shall also at its sole expense secure all permits and licenses, pay all charges and fees and give all notices necessary and incident to the due and lawful prosecution of the work, and/or the products and/or services to be provided pursuant to this Agreement. City shall have the right to audit any • records in the possession or control of the Grantee to determine the Grantee's compliance with the -5- provisions of this section or of law. In the event the City proceeds with such an audit,the Grantee • shall make available to the City the City's relevant records at no cost to the City. The Grantee shall pay any and all costs associated with any such audit. The provisions of this paragraph shall survive any expiration, completion and/or termination of this Agreement. 26. All notices,reports and documents required under this Agreement shall be in writing and shall be mailed by First Class Mail, postage prepaid, addressed as follows: As to the City: As to Grantee: City of Elgin Elgin Symphony Orchestra Association 150 Dexter Court _20 DuPage Court, Elgin,IL, 60120 Elgin, IL 60120-5555 Attn: Emily Brownfield_ Attention: Richard G. Kozal City Manager With a copy to: William A. Cogley, Corporation Counsel City of Elgin 150Dexter Court Elgin, IL 60120-5555 27. This Agreement is, and shall be deemed and construed to be, a joint and collective work product of the City and the Grantee and,as such,this Agreement shall not be construed against the other party,as the otherwise purported drafter of same,by any court of competent jurisdiction in order to resolve any inconsistency, ambiguity, vagueness or conflict, if any, of the terms and provisions contained herein. 28. This Agreement shall be binding on the parties hereto and their respective successors and permitted assigns. This Agreement and the obligations herein may not be assigned or delegated by the Grantee without the express written consent of the City, which consent may be withheld at the sole discretion of the City. 29. Grantee hereby waives any and all claims or rights to interest on money claimed to be due pursuant to thisgreement,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(50 ILLS 505/1, et seq.), as amended, or the Illinois Interest Act(815 ILCS 205/1,et seq.),as amended. The provisions of this paragraph shall survive any expiration,completion and/or termination of this Agreement. 30. The parties hereto agree that any cause of action by the Grantee 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 paragraph shall survive any expiration, completion and/or termination of this Agreement. IN WITNESS WHEREOF,the undersigned have entered into executed this agreement on the date and year first written above. CITY OF ELGIN, a municipal corporationg�N s A sv At to a-4�* • -6- BY: vi//i/ i %y: (/ Richar. G az.,,'rty ¶ agerName/Print aNI ?>C-04,w('IG'1�Q Title: '91V%€Gb'e.— ps F1t s Attest: IZ64,14, heeZA City Cler -7- CULTURAL ARTS COMMISSION GRANT AGREEMENT THIS AGREEMENT is made and entered into this .21 day of - bvwawl , 2019 , by and between the CITY OF ELGIN, Illinois, a municipal corporation(hereinafter referred to as the "City"), and _Elgin Youth Symphony Orchestra, Inc. , a not-for-profit corporation organized and existing under the laws of the State of Illinois (hereinafter referred to as the "Grantee"). WHEREAS,the City has determined that it would serve a beneficial public purpose to enter into an agreement with the Grantee to provide a grant to the Grantee in exchange for the Grantee to provide certain contract services as described in this Agreement; and, WHEREAS, the Grantee represents that it has the necessary expertise and experience to furnish the Subject Services upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein,the sufficiency of which is hereby mutually acknowledged,the parties hereto hereby agree as follows: 1. The grantee shall provide all of the services described in and pursuant to the terms and conditions and on the dates and times described in the document entitled "(Elgin Youth Symphony Orchestra,Inc.)-Scope of Services for 2019_Grant Agreement,"attached hereto and made a part hereof as Exhibit A (such services, including terms, conditions, dates and times, are hereinafter referred to as the "Subject Services"). In the event of any conflict between the provisions of this Agreement and the provisions in Exhibit A hereto, the provisions of this Agreement shall control. The Grantee represents and warrants that the Grantee has the skills and knowledge necessary to conduct the Subject Services provided for in Exhibit A in a reasonable and workmanlike manner, 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 written amendment to this Agreement agreed td and executed by both parties hereto. 2. The Grantee shall address all inquiries and requests made pursuant to this Agreement to the Assistant City Manager of the City or his designee. 3. In connection with any Subject Services to be performed on any property other than City-owned properties,the Grantee 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. Grantee agrees and warrants that the Grantee will periodically inspect, at reasonable intervals and with a reasonable degree of thoroughness, all of such facilities and equipment for si ch purposes. Grantee also warrants that the Grantee and the Grantee'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, Grantee agrees and warrants to use, and to cause persons participating in the Subject Services to use,through proper and reasonable 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 provide a grant to the Grantee for the Subject Services under this Agreement in the total amount of $6,132.00_Dollars(_six thousand one hundred and thirty- two dollars_). Such payment by the City to the Grantee shall be made on or before_JUNE 1_, 2019 . 5. Grantjee shall comply with all of the requirements,terms and conditions of the City's Cultural Arts Commission Grant Program. All grant funds for the Subject Services shall be expended by the Grantee between January 1, 2019 and December 31, 2019 . All funds awarded pursuant to this Agreement shall be expended in accordance with the terms and provisions of this Agreement and of the City's Cultural Arts Commission Grant Program. The Grantee shall apply the money to be paid by the City to the Grantee pursuant to the proceeding paragraph hereof solely to fund the Subject Services identified in Exhibit A and no funds from the grant provided pursuant to this Agreement shall be used by the Grantee for operating expenses or for any purchase of permanent equipr#rent, capital improvements, construction or for the payment of any previous year's deficit. 6. Prior to entry into this Agreement, the Grantee shall complete a Cultural Arts Commission Grant Application in a form as required by the City. Following the completion of the Subject Services the Grantee shall submit a final report in a form as required by the City within forty-five (45) days of completion of the Subject Services, but no later than _December 31_, 2019 . Without limiting the foregoing,the Grantee shall also 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 may be requested by the City,including but not limited to, as follows: (a) The Grantee shall provide a budget to the City which shall reflect the projected distribution of funds received from the City pursuant to this Agreement during the term of this Agreement. The budget shall be submitted to the Assistant City Manager of the City prior to any payment by the City. (b) The Grantee shall provide to the City all accounting records substantiating any and all revenues and expenses relating to the grant funds awarded pursuant to this Agreement. Such accounting records shall be submitted by the Grantee to the City for review by the City's Fiscal Services Department within forty-five(45) days following the completion of the Subject Services. Accounting records shall include, but not be limited to, bank statements, cancelled checks, invoices, ticket sales, and such other documentation as determined by the City to verify the performance of the Subject Services and/or grant related receipts and disbursements. 7. In the event this Agreement is terminated, or in the event the Subject Services for which the City funds provided herein are to be applied are discontinued, or the Grantee ceases its operations prior to December 31, 2019 , the Grantee shall refund to the City on a prorated per diem basis the funds paid hereunder for the portion of the year remaining after any such termination or for the portion of the year the Subject Services were not conducted. -2- 8. The City of Elgin and the Elgin Cultural Arts Commission shall be recognized as sponsors of the Grantee and shall receive the benefits of sponsorship consistent with the level of support provided in this Agreement. At a minimum, the City's and the Elgin Cultural Arts Commission's support shall be acknowledged on all print materials promoting the Grantee's organization,press releases,radio advertising,web page information and event program(s)through the following mandatory funding identification statement:"Funding for the organization is provided in part through the City of Elgin and the Elgin Cultural Arts Commission." Three samples of this acknowledgement shall be provided to the City. A logo provided by the City to the Grantee shall be used for this purpose. 9. In all'printed materials in which a City seal or logo is deemed appropriate, written approval by the Public Information Officer of the City shall be required prior to printing. 10. The t,rm of this Agreement shall commence from the date of the execution hereof and continue through December 31, 2019 , 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. The relationship of the Grantee to the City arising out of this Agreement shall be that of an independent contractor. It is expressly agreed and understood that the Grantee and the Grantee's officers,employees and agents are not employees Of the City and are not entitled to any benefits or insurance provided to employees of the City. 12. If the Grantee violates or breaches any term of this Agreement, such violation or breach shall be deeded to constitute a default, and the City shall have the right to seek such administrative,contractual,legal or equitable remedies to which it may be entitled by law as a result of such violation or breach; and, in addition, if the Grantee, by reason of any default, fails, within fifteen(15) days after notice thereof by the City demanding compliance,to comply with the terms and conditions of this 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, within fifteen (15) days after notice thereof by the Grantee demanding compliahce, fails to comply with the terms and conditions of this Agreement, the Grantee,as its sole and exclusive remedy,may terminate this Agreement. Notwithstanding anything to the contrary in this Agreement or by implication or estoppel,with the sole exception of the money the City has agreed to pay the Grantee pursuant to paragraph 4 hereof, no action shall be commenced by the Grantee, any related agents, 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 enforOement of any of the obligations of the Grantee in this Agreement and the City is the prevailing party in such action, the City shall also be entitled to recover from the Grantee interest at the rate of nine percent(9%)per annum,plus attorney's fees at the rate of Two Hundred Fifty Dollars ($250.00) per hour, which Grantee agrees to be reasonable. The provisions of this paragraph shall survive any expiration, completion and/or termination of this Agreement. 13. Notwithstanding any other provision hereof,the City may terminate this Agreement at any time upon thirty(30)days prior written notice to the Grantee. In the event this Agreement is so terminated, the Grantee shall only be paid for services actually performed, and reimbursable expenses actually incurred prior to termination,except that any such reimbursement shall not,in any event, exceed the total amount set forth in paragraph 4 above. Additionally, in the event this -3- Agreement is so terminated,the Grantee shall immediately cease the expenditure of any funds paid to the Grantee by the City and shall refund to the City any unearned or unexpended funds. 14. To the fullest extent permitted by law,Grantee agrees to 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,workers' compensation claims, in any way resulting from or arising out of any negligent acts or omissions of the Grantee in connection herewith,including any negligent acts or omissions of agents of the Grantee arising out of the performance of this Agreement and/or the Subject Services. In the event of any action against the City,its officers,employees,agents,boards or commissions covered by the foregoing duty to indemnify, defend and hold harmless, such action shall be defended by legal counsel of the City's choosing. The provisions of this section shall survive any expiration, completion and/or termination of this Agreement. 15. The grantee shall provide, pay for and maintain in effect, during the term of this Agreement,comprehensive automobile liability insurance covering all owned,non-owned and hired motor vehicles used in connection with the Subject Services with limits of not less than$500,000 per occurrence for damages to persons or property. The Grantee shall also provide, pay for and maintain in effect,during the term of this Agreement,worker's compensation insurance in amounts required under the laws of the State of Illinois. At the request of the City the Grantee shall provide to the City certificates of insurance regarding the insurance required in this paragraph. 16. No official, director, officer, agent or employee of the City shall be charged personally or held co'tntractually 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 associated with, arising out of or resulting from this Agreement, there shall be no discrimination against any independent contractor, 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, of the Agreement by the City. 19. The terms and provisions of this Agreement shall be severable. If any paragraph, sub-paragraph,phrase, clause or other provision of this Agreement,or any portion thereof,shall be held to be void or otherwise unenforceable,all other portions 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 -4- shall be binding upon the other party unless expressed in writing herein or in a duly-executed amendment hereof. 21. This Agreement shall be deemed to have been made in, and shall be construed in accordance with the laws of the State of Illinois. Venue for the resolution of any disputes or the enforcement of any rights pursuant to this Agreement shall be in the Circuit Court of Kane County, Illinois. 22. The Grantee certifies hereby that it is not barred from bidding on a public contact as a result of a violation of 720 ILCS 5/33E, et seq., or any similar state or federal statute regarding bid rigging. 23. As a condition of this contract, the Grantee shall have written sexual harassment policies that include, at a minimum, the following information: (a) the illegality of sexual harassment; (b) the definition of sexual harassment under state law; (c) a description of sexual harassment, utilizing examples; (d) the vendor's internal complaint process including penalties; (e) the legal recourse, investigative and complaint process available through the Illinois Department of Human Rights, and the Illinois Human Rights Commission; (f) directions on how to contact the department and commission; (g) protection against retaliation as provided by Section 6-101 of the Human Rights Act. A copy of the policies must be provided to the Department of Human Rights upon request(775 ILCS 5/2-105). 24. As a condition of this Agreement,the Grantee shall have in place a written substance abuse prevention program which meets or exceeds the program requirements in the Substance Abuse Prevention Public Works Act at 820 ILCS 265/1 et seq. A copy of such policy shall be provided to the City's Assistant City Manager prior to the entry and execution of this Agreement. 25. Notwithstanding any other provision in this Agreement, it is expressly agreed and understood that in connection with the performance of this Agreement the Grantee shall comply with all applicable federal, state, city and other requirements of law including, but not limited to, any applicable requirements regarding prevailing wages,minimum wage,workplace safety and legal status of employees. Without limiting the foregoing, the Grantee hereby certifies, represents and warrants to the City that all of Grantee's employees and/or agents who will be providing products, and/or services with respect to this Agreement shall be legal residents of the United States. Grantee shall also at its sole expense secure all permits and licenses, pay all charges and fees and give all notices necessary and incident to the due and lawful prosecution of the work, and/or the products and/or services to be provided pursuant to this Agreement. City shall have the right to audit any records in the possession or control of the Grantee to determine the Grantee's compliance with the -5- provisions of this section or of law. In the event the City proceeds with such an audit,the Grantee shall make available to the City the City's relevant records at no cost to the City. The Grantee shall pay any and all costs associated with any such audit. The provisions of this paragraph shall survive any expiration, completion and/or termination of this Agreement. 26. All notices,reports and documents required under this Agreement shall be in writing and shall be mailed by First Class Mail, postage prepaid, addressed as follows: As to the City: As to Grantee: City of Elgin Elgin Youth Symphony Orchestra,Inc. 150 Dexter Court PO Box 6058, Elgin, IL, 60121 Elgin, IL 60120-5555 Attn: Eric Larson/Kari Christensen Attention: Richard G. Kozal City Manager With a copy to: William A. Cogley, Corporation Counsel City of Elgin 150 Dexter Court Elgin, IL 60120-5555 27. This Agreement is, and shall be deemed and construed to be, a joint and collective work product of the City and the Grantee and,as such,this Agreement shall not be construed against the other party,as the otherwise purported drafter of same,by any court of competent jurisdiction in order to resolve any inconsistency, ambiguity, vagueness or conflict, if any, of the terms and provisions contained herein. 28. This Agreement shall be binding on the parties hereto and their respective successors and permitted assigns. This Agreement and the obligations herein may not be assigned or delegated by the Grantee without the express written consent of the City, which consent may be withheld at the sole discretion of the City. 29. Grantee hereby waives any and all claims or rights 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(50 ILLS 505/1, et seq.), as amended,or the Illinois Interest Act(815 ILCS 205/1, et seq.),as amended. The provisions of this paragraph shall survive any expiration,completion and/or termination of this Agreement. 30. The parties hereto agree that any cause of action by the Grantee 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 paragraph shall survive any expiration, completion and/or termination of this Agreement. IN WITNESS WHEREOF,the undersigned have entered into executed this agreement on the date and year first written above. CITY OF ELGIN, a municipal corporation GRANTEE: ok, kiowl t , )A C -6- By: Richard G Kozal, ity anag- Name/Print: 1:C- L tVs- Title: L > Ec (.4 1 ( (Acr'Sr^ Attest: krgt44,e4g (e)e4e4A City Clerk -7- EXHIBIT A The grant funds will support our spring finale concert, When Little Bells Turn to Tears, being presented on May 5, 2019 at 7:30 pm at Elgin Community College's Blizzard Theater. At this concert, among other great works, EYSO will present its exploration of The Little Prince with Youth Symphony focusing on Bela Bartok's Concerto for Orchestra. The performance will be in the Bizzard Theater at Elgin Community College Arts. CULTURAL ARTS COMMISSION GRANT AGREEMENT THIS AGREEMENT is made and entered into thisday of ceb ,201 by and between the CITY OF ELGIN, Illinois, a municipal corporation(hereinaft r referred to as the"City"),and Hamilton Wings ,a not-for-profit corporation organized and existing under the laws of the State of Illinois (hereinafter referred to as the "Grantee"). WHEREAS,the City has determined that it would serve a beneficial public purpose to enter into an agreement with the Grantee to provide a grant to the Grantee in exchange for the Grantee to provide certain contract services as described in this Agreement; and, WHEREAS, the Grantee represents that it has the necessary expertise and experience to furnish the Subject Services upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein,the sufficiency of which is hereby mutually acknowledged,the parties hereto hereby agree as follows: 1. The Grantee shall provide all of the services described in and pursuant to the terms and conditions and on the dates and times described in the document entitled"(Hamilton Wings)- Scope of Services for 2019_Grant Agreement,"attached hereto and made a part hereof as Exhibit A (such services, including terms, conditions, dates and times, are hereinafter referred to as the "Subject Services"). In the event of any conflict between the provisions of this Agreement and the provisions in Exhibit A hereto, the provisions of this Agreement shall control. The Grantee represents and warrants that the Grantee has the skills and knowledge necessary to conduct the Subject Services provided for in Exhibit A in a reasonable and workmanlike manner, 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 written amendment to this Agreement agreed to and executed by both parties hereto. 2. The Grantee shall address all inquiries and requests made pursuant to this Agreement to the Assistant City Manager of the City or his designee. 3. In connection with any Subject Services to be performed on any property other than City-owned properties,the Grantee 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. Grantee agrees and warrants that the Grantee will periodically inspect, at reasonable intervals and with a reasonable degree of thoroughness, all of such facilities and equipment for such purposes. Grantee also warrants that the Grantee and the Grantee'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, Grantee agrees and warrants to use,and to cause persons participating in the Subject Services to use,through proper and reasonable 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 provide a grant to the Grantee for the Subject Services under this Agreement in the total amount of $6,982.00_ Dollars (_six thousand nine hundred and eighty-two dollarsD. Such payment by the City to the Grantee shall be made on or before_JUNE 1, 2019 . 5. Grantee shall comply with all of the requirements,terms and conditions of the City's Cultural Arts Commission Grant Program. All grant funds for the Subject Services shall be expended by the Grantee between January 1, 2019 and December 31, 2019 . All funds awarded pursuant to this Agreement shall be expended in accordance with the terms and provisions of this Agreement and of the City's Cultural Arts Commission Grant Program. The Grantee shall apply the money to be paid by the City to the Grantee pursuant to the proceeding paragraph hereof solely to fund the Subject Services identified in Exhibit A and no funds from the grant provided pursuant to this Agreement shall be used by the Grantee for operating expenses or for any purchase of permanent equipment, capital improvements, construction or for the payment of any previous year's deficit. 6. Prior to entry into this Agreement, the Grantee shall complete a Cultural Arts Commission Grant Application in a form as required by the City. Following the completion of the Subject Services the Grantee shall submit a final report in a form as required by the City within forty-five (45) days of completion of the Subject Services, but no later than _December 31 , 2019 . Without limiting the foregoing, the Grantee shall also 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 may be requested by the City, including but not limited to, as follows: (a) The Grantee shall provide a budget to the City which shall reflect the projected distribution of funds received from the City pursuant to this Agreement during the term of this Agreement. The budget shall be submitted to the Assistant City Manager of the City prior to any payment by the City. (b) The Grantee shall provide to the City all accounting records substantiating any and all revenues and expenses relating to the grant funds awarded pursuant to this Agreement. Such accounting records shall be submitted by the Grantee to the City for review by the City's Fiscal Services Department within forty-five (45) days following the completion of the Subject Services. Accounting records shall include, but not be limited to, bank statements, cancelled checks, invoices, ticket sales, and such other documentation as determined by the City to verify the performance of the Subject Services and/or grant related receipts and disbursements. 7. In the event this Agreement is terminated, or in the event the Subject Services for which the City funds provided herein are to be applied are discontinued, or the Grantee ceases its operations prior to December 31, 2019 , the Grantee shall refund to the City on a prorated per diem basis the funds paid hereunder for the portion of the year remaining after any such termination or for the portion of the year the Subject Services were not conducted. 8. The City of Elgin and the Elgin Cultural Arts Commission shall be recognized as sponsors of the Grantee and shall receive the benefits of sponsorship consistent with the level of support provided in this Agreement. At a minimum, the City's and the Elgin Cultural Arts -2- Commission's support shall be acknowledged on all print materials promoting the Grantee's organization,press releases,radio advertising,web page information and event program(s)through the following mandatory funding identification statement: "Funding for the organization is provided in part through the City of Elgin and the Elgin Cultural Arts Commission." Three samples of this acknowledgement shall be provided to the City. A logo provided by the City to the Grantee shall be used for this purpose. 9. In all printed materials in which a City seal or logo is deemed appropriate, written approval by the Public Information Officer of the City shall be required prior to printing. 10. The term of this Agreement shall commence from the date of the execution hereof and continue through December 31, 2019 , 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. The relationship of the Grantee to the City arising out of this Agreement shall be that of an independent contractor. It is expressly agreed and understood that the Grantee and the Grantee's officers,employees and agents are not employees of the City and are not entitled to any benefits or insurance provided to employees of the City. 12. If the Grantee violates or breaches any term of this Agreement, such violation or breach shall be deemed to constitute a default, and the City shall have the right to seek such administrative,contractual,legal or equitable remedies to which it may be entitled by law as a result of such violation or breach; and, in addition, if the Grantee, by reason of any default, fails, within fifteen(15) days after notice thereof by the City demanding compliance, to comply with the terms and conditions of this 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, within fifteen (15) days after notice thereof by the Grantee demanding compliance, fails to comply with the terms and conditions of this Agreement, the Grantee,as its sole and exclusive remedy,may terminate this Agreement. Notwithstanding anything to the contrary in this Agreement or by implication or estoppel,with the sole exception of the money the City has agreed to pay the Grantee pursuant to paragraph 4 hereof, no action shall be commenced by the Grantee, any related agents, persons or entities, and/or any of their successors and/or assigns, against the City for monetary damages. In the event any legal action is brought by the City for the enforcement of any of the obligations of the Grantee in this Agreement and the City is the prevailing party in such action, the City shall also be entitled to recover from the Grantee interest at the rate of nine percent(9%)per annum, plus attorney's fees at the rate of Two Hundred Fifty Dollars ($250.00) per hour, which Grantee agrees to be reasonable. The provisions of this paragraph shall survive any expiration, completion and/or termination of this Agreement. 13. Notwithstanding any other provision hereof,the City may terminate this Agreement at any time upon thirty(30)days prior written notice to the Grantee. In the event this Agreement is so terminated, the Grantee shall only be paid for services actually performed, and reimbursable expenses actually incurred prior to termination,except that any such reimbursement shall not,in any event, exceed the total amount set forth in paragraph 4 above. Additionally, in the event this Agreement is so terminated,the Grantee shall immediately cease the expenditure of any funds paid to the Grantee by the City and shall refund to the City any unearned or unexpended funds. -3- 14. To the fullest extent permitted by law,Grantee agrees to 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,workers' compensation claims, in any way resulting from or arising out of any negligent acts or omissions of the Grantee in connection herewith,including any negligent acts or omissions of agents of the Grantee arising but of the performance of this Agreement and/or the Subject Services. In the event of any action against the City, its officers,employees,agents,boards or commissions covered by the foregoing duty to indemnify, defend and hold harmless, such action shall be defended by legal counsel of the City's choosing. The provisions of this section shall survive any expiration, completion and/or termination of this Agreement. 15. The Grantee shall provide, pay for and maintain in effect, during the term of this Agreement,comprehensive automobile liability insurance covering all owned,non-owned and hired motor vehicles used in connection with the Subject Services with limits of not less than$500,000 per occurrence for damages to persons or property. The Grantee shall also provide, pay for and maintain in effect,during the term of this Agreement, worker's compensation insurance in amounts required under the laws of the State of Illinois. At the request of the City the Grantee shall provide to the City certificates of insurance regarding the insurance required in this paragraph. 16. No official, director, officer, agent or employee of the City shall be charged personally or held contractually liable under any term or provision of this Agreement or because of their execution, approval or attempted execution of this Agreement. 17. In all hiring or employment associated with, arising out of or resulting from this Agreement, there shall be no discrimination against any independent contractor, 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, of the Agreement by the City. 19. The terms and provisions of this Agreement shall be severable. If any paragraph, sub-paragraph,phrase, clause or other provision of this Agreement,or any portion thereof,shall be held to be void or otherwise unenforceable,all other portions 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. -4- 21. This Agreement shall be deemed to have been made in, and shall be construed in accordance with the laws of the State of Illinois. Venue for the resolution of any disputes or the enforcement of any rights pursuant to this Agreement shall be in the Circuit Court of Kane County, Illinois. 22. The Grantee certifies hereby that it is not barred from bidding on a public contact as a result of a violation of 720 ILCS 5/33E,et seq., or any similar state or federal statute regarding bid rigging. 23. As a condition of this contract, the Grantee shall have written sexual harassment policies that include, at a minimum, the following information: (a) the illegality of sexual harassment; (b) the definition of sexual harassment under state law; (c) a description of sexual harassment, utilizing examples; (d) the vendor's internal complaint process including penalties; (e) the legal recourse, investigative and complaint process available through the Illinois Department of Human Rights, and the Illinois Human Rights Commission; (f) directions on how to contact the department and commission; (g) protection against retaliation as provided by Section 6-101 of the Human Rights Act. A copy of the policies must be provided to the Department of Human Rights upon request (775 ILCS 5/2-105). 24. As a condition of this Agreement,the Grantee shall have in place a written substance abuse prevention program which meets or exceeds the program requirements in the Substance Abuse Prevention Public Works Act at 820 ILCS 265/1 et seq. A copy of such policy shall be provided to the City's Assistant City Manager prior to the entry and execution of this Agreement. 25. Notwithstanding any other provision in this Agreement, it is expressly agreed and understood that in connection with the performance of this Agreement the Grantee shall comply with all applicable federal, state, city and other requirements of law including, but not limited to, any applicable requirements regarding prevailing wages,minimum wage,workplace safety and legal status of employees. Without limiting the foregoing, the Grantee hereby certifies, represents and warrants to the City that all of Grantee's employees and/or agents who will be providing products, and/or services with respect to this Agreement shall be legal residents of the United States. Grantee shall also at its sole expense secure all permits and licenses, pay all charges and fees and give all notices necessary and incident to the due and lawful prosecution of the work, and/or the products and/or services to be provided pursuant to this Agreement. City shall have the right to audit any records in the possession or control of the Grantee to determine the Grantee's compliance with the provisions of this section or of law. In the event the City proceeds with such an audit,the Grantee shall make available to the City the City's relevant records at no cost to the City. The Grantee shall -5- pay any and all costs associated with any such audit. The provisions of this paragraph 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 byFirst Class Mail, postage prepaid, addressed as follows: As to the City: As to Grantee: City of Elgin Hamilton Wings 150 Dexter Court 14 Crescent St, Elgin, IL, 60123_ Elgin., IL 60120-5555 —Attn: Rise Jones _ Attention: Richard G. Kozal City Manager With a copy to: William A. Cogley, Corporation Counsel City of Elgin 150 Dexter Court Elgin, IL 60120-5555 27. This Areement is, and shall be deemed and construed to be, a joint and collective work product of the City and the Grantee and,as such,this Agreement shall not be construed against the other party,as the otherwise purported drafter of same, by any court of competent jurisdiction in order to resolve any inconsistency, ambiguity, vagueness or conflict, if any, of the terms and provisions contained herein. 28. This Agreement shall be binding on the parties hereto and their respective successors and permitted assigns. This Agreement and the obligations herein may not be assigned or delegated by the Grantee without the express written consent of the City, which consent may be withheld at the sole discretion of the City. 29. Grantee hereby waives any and all claims or rights 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(50 ILCS 505/1, et seq.), as amended, or the Illinois Interest Act(815 ILCS 205/1,et seq.),as amended. The provisions of this paragraph shall survive any expiration,completion and/or termination of this Agreement. 30. The parties hereto agree that any cause of action by the Grantee 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 paragraph shall survive any expiration, completion and/or termination of this Agreement. IN WITNESS WHEREOF,the undersigned have entered into executed this agreement on the date and year first written above. CITY OF ELGIN, a municipal corporation GRANTEE: I\ ‘f_ i a kam, -6- 41111k By: I I BY: LLII4 11.-t0 Richar. G ozal, City anag- Name/Rrint: # • '„0 Title: . Opc 4- Attest: ity Clerk he--Ge,L -7- EXHIBIT A Hamilton Wings' SCORE!: Making Connections will involve young people in the 5th— 8th grades in developing a community-engaged, touring show based on a critical review of past SCORE! opera productions and the creation of original, multidisciplinary art and pre-/post-show discussion materials inspired by resonant themes. A preview will be presented at the Spartan Auditorium of Elgin Community College on Friday, July 12, 2019 at 7:00 p.m., with a local traveling itinerary to be announced for the late Summer and Fall 2019. CULTURAL ARTS COMMISSION GRANT AGREEMENT THIS AGREEMENT is made and entered into this .214day of C--ekhvtimti , 201 c) , by and between the CITY OF ELGIN, Illinois, a municipal corporation(hereinafter referred to as the"City"), and_Schaumburg on Stage , a not-for-profit corporation organized and existing under the laws of the State of Illinois (hereinafter referred to as the "Grantee"). WHEREAS,the City has determined that it would serve a beneficial public purpose to enter into an agreement with the Grantee to provide a grant to the Grantee in exchange for the Grantee to provide certain contract services as described in this Agreement; and, WHEREAS, the Grantee represents that it has the necessary expertise and experience to furnish the Subject Services upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the sufficiency of which is hereby mutually acknowledged, the parties hereto hereby agree as follows: 1. The Grantee shall provide all of the services described in and pursuant to the terms and conditions and on the dates and times described in the document entitled "(Schaumbur2 on Stage)-Scope of Services for 2019 Grant Agreement,"attached hereto and made a part hereof as Exhibit A(such services, including terms,conditions, dates and times, are hereinafter referred to as the"Subject Services"). In the event of any conflict between the provisions of this Agreement and the provisions in Exhibit A hereto, the provisions of this Agreement shall control. The Grantee represents and warrants that the Grantee has the skills and knowledge necessary to conduct the Subject Services provided for in Exhibit A in a reasonable and workmanlike manner, 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 written amendment to this Agreement agreed to and executed by both parties hereto. 2. The Grantee shall address all inquiries and requests made pursuant to this Agreement to the Assistant City Manager of the City or his designee. 3. In connection with any Subject Services to be performed on any property other than City-owned properties,the Grantee 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. Grantee agrees and warrants that the Grantee will periodically inspect, at reasonable intervals and with a reasonable degree of thoroughness, all of such facilities and equipment for such purposes. Grantee also warrants that the Grantee and the Grantee'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, Grantee agrees and warrants to use, and to cause persons participating in the Subject Services to use,through proper and reasonable 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 provide a grant to the Grantee for the Subject Services under this Agreement in the total amount of $5,525.00 Dollars (_five thousand five hundred and twenty five dollars J. Such payment by the City to the Grantee shall be made on or before JUNE 1_, 2019_. 5. Grantee shall comply with all of the requirements,terms and conditions of the City's Cultural Arts Commission Grant Program. All grant funds for the Subject Services shall be expended by the Grantee between January 1, 2019 and December 31, 2019_. All funds awarded pursuant to this Agreement shall be expended in accordance with the terms and provisions of this Agreement and of the City's Cultural Arts Commission Grant Program. The Grantee shall apply the money to be paid by the City to the Grantee pursuant to the proceeding paragraph hereof solely to fund the Subject Services identified in Exhibit A and no funds from the grant provided pursuant to this Agreement shall be used by the Grantee for operating expenses or for any purchase of permanent equipment, capital improvements, construction or for the payment of any previous year's deficit. 6. Prior to entry into this Agreement, the Grantee shall complete a Cultural Arts Commission Grant Application in a form as required by the City. Following the completion of the Subject Services the Grantee shall submit a final report in a form as required by the City within forty-five (45) days of completion of the Subject Services, but no later than _December 31_, 2019_. Without limiting the foregoing, the Grantee shall also 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 may be requested by the City, including but not limited to, as follows: (a) The Grantee shall provide a budget to the City which shall reflect the projected distribution of funds received from the City pursuant to this Agreement during the term of this Agreement. The budget shall be submitted to the Assistant City Manager of the City prior to any payment by the City. (b) The Grantee shall provide to the City all accounting records substantiating any and all revenues and expenses relating to the grant funds awarded pursuant to this Agreement. Such accounting records shall be submitted by the Grantee to the City for review by the City's Fiscal Services Department within forty-five (45) days following the completion of the Subject Services. Accounting records shall include, but not be limited to, bank statements, cancelled checks, invoices, ticket sales, and such other documentation as determined by the City to verify the performance of the Subject Services and/or grant related receipts and disbursements. 7. In the event this Agreement is terminated, or in the event the Subject Services for which the City funds provided herein are to be applied are discontinued, or the Grantee ceases its operations prior to December 31, 2019 , the Grantee shall refund to the City on a prorated per diem basis the funds paid hereunder for the portion of the year remaining after any such termination or for the portion of the year the Subject Services were not conducted. 8. The City of Elgin and the Elgin Cultural Arts Commission shall be recognized as sponsors of the Grantee and shall receive the benefits of sponsorship consistent with the level of support provided in this Agreement. At a minimum, the City's and the Elgin Cultural Arts -2- . , Commission's support shall be acknowledged on all print materials promoting the Grantee's organization,press releases,radio advertising,web page information and event program(s)through the following mandatory funding identification statement: "Funding for the organization is provided in part through the City of Elgin and the Elgin Cultural Arts Commission." Three samples of this acknowledgement shall be provided to the City. A logo provided by the City to the Grantee shall be used for this purpose. 9. In all printed materials in which a City seal or logo is deemed appropriate, written approval by the Public Information Officer of the City shall be required prior to printing. 10. The term of this Agreement shall commence from the date of the execution hereof and continue through December 31, 2019 , 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. The relationship of the Grantee to the City arising out of this Agreement shall be that of an independent contractor. It is expressly agreed and understood that the Grantee and the Grantee's officers, employees and agents are not employees of the City and are not entitled to any benefits or insurance provided to employees of the City. 12. If the Grantee violates or breaches any term of this Agreement, such violation or breach shall be deemed to constitute a default, and the City shall have the right to seek such administrative, contractual, legal or equitable remedies to which it may be entitled by law as a result of such violation or breach; and, in addition, if the Grantee, by reason of any default, fails, within fifteen(15) days after notice thereof by the City demanding compliance, to comply with the terms and conditions of this 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, within fifteen (15) days after notice thereof by the Grantee demanding compliance, fails to comply with the terms and conditions of this Agreement, the Grantee, as its sole and exclusive remedy, may terminate this Agreement. Notwithstanding anything to the contrary in this Agreement or by implication or estoppel,with the sole exception of the money the City has agreed to pay the Grantee pursuant to paragraph 4 hereof, no action shall be commenced by the Grantee, any related agents, persons or entities, and/or any of their successors and/or assigns, against the City for monetary damages. In the event any legal action is brought by the City for the enforcement of any of the obligations of the Grantee in this Agreement and the City is the prevailing party in such action, the City shall also be entitled to recover from the Grantee interest at the rate of nine percent(9%)per annum,plus attorney's fees at the rate of Two Hundred Fifty Dollars ($250.00) per hour, which Grantee agrees to be reasonable. The provisions of this paragraph shall survive any expiration, completion and/or termination of this Agreement. 13. Notwithstanding any other provision hereof, the City may terminate this Agreement at any time upon thirty(30)days prior written notice to the Grantee. In the event this Agreement is so terminated, the Grantee shall only be paid for services actually performed, and reimbursable expenses actually incurred prior to termination, except that any such reimbursement shall not,in any event, exceed the total amount set forth in paragraph 4 above. Additionally, in the event this Agreement is so terminated, the Grantee shall immediately cease the expenditure of any funds paid to the Grantee by the City and shall refund to the City any unearned or unexpended funds. -3- 14. To the fullest extent permitted by law,Grantee agrees to 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, workers' compensation claims, in any way resulting from or arising out of any negligent acts or omissions of the Grantee in connection herewith, including any negligent acts or omissions of agents of the Grantee arising out of the performance of this Agreement and/or the Subject Services. In the event of any action against the City, its officers, employees, agents,boards or commissions covered by the foregoing duty to indemnify, defend and hold harmless, such action shall be defended by legal counsel of the City's choosing. The provisions of this section shall survive any expiration, completion and/or termination of this Agreement. 15. The Grantee shall provide, pay for and maintain in effect, during the term of this Agreement,comprehensive automobile liability insurance covering all owned,non-owned and hired motor vehicles used in connection with the Subject Services with limits of not less than$500,000 per occurrence for damages to persons or property. The Grantee shall also provide, pay for and maintain in effect,during the term of this Agreement,worker's compensation insurance in amounts required under the laws of the State of Illinois. At the request of the City the Grantee shall provide to the City certificates of insurance regarding the insurance required in this paragraph. 16. No official, director, officer, agent or employee of the City shall be charged personally or held contractually liable under any term or provision of this Agreement or because of their execution, approval or attempted execution of this Agreement. 17. In all hiring or employment associated with, arising out of or resulting from this Agreement, there shall be no discrimination against any independent contractor, 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, of the Agreement by the City. 19. The terms and provisions of this Agreement shall be severable. If any paragraph, sub-paragraph,phrase, clause or other provision of this Agreement,or any portion thereof, shall be held to be void or otherwise unenforceable,all other portions 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. -4- 21. This Agreement shall be deemed to have been made in, and shall be construed in accordance with the laws of the State of Illinois. Venue for the resolution of any disputes or the enforcement of any rights pursuant to this Agreement shall be in the Circuit Court of Kane County, Illinois. 22. The Grantee certifies hereby that it is not barred from bidding on a public contact as a result of a violation of 720 ILCS 5/33E, et seq., or any similar state or federal statute regarding bid rigging. 23. As a condition of this contract, the Grantee shall have written sexual harassment policies that include, at a minimum, the following information: (a) the illegality of sexual harassment; (b) the definition of sexual harassment under state law; (c) a description of sexual harassment, utilizing examples; (d) the vendor's internal complaint process including penalties; (e) the legal recourse, investigative and complaint process available through the Illinois Department of Human Rights, and the Illinois Human Rights Commission; (f) directions on how to contact the department and commission; (g) protection against retaliation as provided by Section 6-101 of the Human Rights Act. A copy of the policies must be provided to the Department of Human Rights upon request (775 ILCS 5/2-105). 24. As a condition of this Agreement,the Grantee shall have in place a written substance abuse prevention program which meets or exceeds the program requirements in the Substance Abuse Prevention Public Works Act at 820 ILCS 265/1 et seq. A copy of such policy shall be provided to the City's Assistant City Manager prior to the entry and execution of this Agreement. 25. Notwithstanding any other provision in this Agreement, it is expressly agreed and understood that in connection with the performance of this Agreement the Grantee shall comply with all applicable federal, state, city and other requirements of law including, but not limited to, any applicable requirements regarding prevailing wages,minimum wage,workplace safety and legal status of employees. Without limiting the foregoing, the Grantee hereby certifies, represents and warrants to the City that all of Grantee's employees and/or agents who will be providing products, and/or services with respect to this Agreement shall be legal residents of the United States. Grantee shall also at its sole expense secure all permits and licenses, pay all charges and fees and give all notices necessary and incident to the due and lawful prosecution of the work, and/or the products and/or services to be provided pursuant to this Agreement. City shall have the right to audit any records in the possession or control of the Grantee to determine the Grantee's compliance with the provisions of this section or of law. In the event the City proceeds with such an audit,the Grantee shall make available to the City the City's relevant records at no cost to the City. The Grantee shall -5- pay any and all costs associated with any such audit. The provisions of this paragraph shall survive any expiration, completion and/or termination of this Agreement. 26. All notices,reports and documents required under this Agreement shall be in writing and shall be mailed by First Class Mail, postage prepaid, addressed as follows: As to the City: As to Grantee: City of Elgin Schaumburg on Stage 150 Dexter Court _1925 Wright Blvd, Schaumburg, IL, 60193 Elgin, IL 60120-5555 _Atte: Mary Alice Benoit Attention: Richard G. Kozal City Manager With a copy to: William A. Cogley, Corporation Counsel City of Elgin 150 Dexter Court Elgin, IL 60120-5555 27. This Agreement is, and shall be deemed and construed to be, a joint and collective work product of the City and the Grantee and, as such,this Agreement shall not be construed against the other party, as the otherwise purported drafter of same,by any court of competent jurisdiction in order to resolve any inconsistency, ambiguity, vagueness or conflict, if any, of the terms and provisions contained herein. 28. This Agreement shall be binding on the parties hereto and their respective successors and permitted assigns. This Agreement and the obligations herein may not be assigned or delegated by the Grantee without the express written consent of the City, which consent may be withheld at the sole discretion of the City. 29. Grantee hereby waives any and all claims or rights 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(50 ILCS 505/1, et seq.), as amended, or the Illinois Interest Act(815 ILCS 205/1, et seq.), as amended. The provisions of this paragraph shall survive any expiration,completion and/or termination of this Agreement. 30. The parties hereto agree that any cause of action by the Grantee 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 paragraph shall survive any expiration, completion and/or termination of this Agreement. IN WITNESS WHEREOF,the undersigned have entered into executed this agreement on the date and year first written above. CITY OF ELGIN, a municipal corporation G ANTE: / LV-fir -6- By: �� .' ��/ By: Richard G Kozal, ty Manag- Name/Print: /A '74 ;%J Title: ( 0nrPir Attest: 11//144A‘4446Y City Clerk -7- EXHIBIT A Our first production will be our Junior Theater Workshop: Schaumburg On Stage will host four performances of Schoolhouse Rock Jr. from April 4th through 7th at the Elgin Arts Showcase featuring a cast of students 8 to 14 years old. Straight from the famous Saturday morning cartoon series, this pop culture phenomenon follows the tale of a young teacher eager to win his students over with lessons filled with imagination and music. Students young and old will know these songs, and if you are tempted to sing along we'll understand as we make Schoolhouse Rock come to life! The date of our second production is currently undetermined, as we are moving our production to June from July, but it seems that it will be the week of June 24th to June 30th. We will finalize this date the first week of January. This fall, point2productions dares to present, Assassins, featuring Sondheim's signature blend of intelligently stunning lyrics and beautiful music with the story of our nation's culture of celebrity and the violent means some will use to obtain it. America's four successful and five would-be presidential assassins are portrayed in a bold, original, disturbing and alarmingly funny musical making,Assassins, perhaps the most controversial musical ever written. CULTURAL ARTS COMMISSION GRANT AGREEMENT THIS AGREEMENT is made and entered into this day ofbv►1 ,201 al , by and between the CITY OF ELGIN, Illinois, a municipal corporation(hereinafter referred to as the "City"), and_Side Street Studio Arts NFP , a not-for-profit corporation organized and existing under the laws of the State of Illinois (hereinafter referred to as the "Grantee"). WHEREAS,the City has determined that it would serve a beneficial public purpose to enter into an agreement with the Grantee to provide a grant to the Grantee in exchange for the Grantee to provide certain contract services as described in this Agreement; and, WHEREAS, the Grantee represents that it has the necessary expertise and experience to furnish the Subject Services upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein,the sufficiency of which is hereby mutually acknowledged,the parties hereto hereby agree as follows: 1. The Grantee shall provide all of the services described in and pursuant to the terms and conditions and on the dates and times described in the document entitled"(Side Street Studio Arts NFP) - Scope of Services for 2019_ Grant Agreement," attached hereto and made a part hereof as Exhibit A (such services, including terms, conditions, dates and times, are hereinafter referred to as the "Subject Services"). In the event of any conflict between the provisions of this Agreement and the provisions in Exhibit A hereto, the provisions of this Agreement shall control. The Grantee represents and warrants that the Grantee has the skills and knowledge necessary to conduct the Subject Services provided for in Exhibit A in a reasonable and workmanlike manner, 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 written amendment to this Agreement agreed to and executed by both parties hereto. 2. The Grantee shall address all inquiries and requests made pursuant to this Agreement to the Assistant City Manager of the City or his designee. 3. In connection with any Subject Services to be performed on any property other than City-owned properties,the Grantee 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. Grantee agrees and warrants that the Grantee will periodically inspect, at reasonable intervals and with a reasonable degree of thoroughness, all of such facilities and equipment for such purposes. Grantee also warrants that the Grantee and the Grantee'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, Grantee agrees and warrants to use, and to cause persons participating in the Subject Services to use,through proper and reasonable 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 provide a grant to the Grantee for the Subject Services under this Agreement in the total amount of_$6,630.00_Dollars Lsix thousand six hundred and thirty dollarsD. Such payment by the City to the Grantee shall be made on or before JUNE 1_, 2019 . 5. Grantee shall comply with all of the requirements,terms and conditions of the City's Cultural Arts Commission Grant Program. All grant funds for the Subject Services shall be expended by the Grantee between January 1, 2019 and December 31, 2019 . All funds awarded pursuant to this Agreement shall be expended in accordance with the terms and provisions of this Agreement and of the City's Cultural Arts Commission Grant Program. The Grantee shall apply the money to be paid by the City to the Grantee pursuant to the proceeding paragraph hereof solely to fund the Subject Services identified in Exhibit A and no funds from the grant provided pursuant to this Agreement shall be used by the Grantee for operating expenses or for any purchase of permanent equipment, capital improvements, construction or for the payment of any previous year's deficit. 6. Prior to entry into this Agreement, the Grantee shall complete a Cultural Arts Commission Grant Application in a form as required by the City. Following the completion of the Subject Services the Grantee shall submit a final report in a form as required by the City within forty-five (45) days of completion of the Subject Services, but no later than _December 31_, 2019 . Without limiting the foregoing,the Grantee shall also 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 may be requested by the City,including but not limited to, as follows: (a) The Grantee shall provide a budget to the City which shall reflect the projected distribution of funds received from the City pursuant to this Agreement during the term of this Agreement. The budget shall be submitted to the Assistant City Manager of the City prior to any payment by the City. (b) The Grantee shall provide to the City all accounting records substantiating any and all revenues and expenses relating to the grant funds awarded pursuant to this Agreement. Such accounting records shall be submitted by the Grantee to the City for review by the City's Fiscal Services Department within forty-five (45) days following the completion of the Subject Services. Accounting records shall include, but not be limited to, bank statements, cancelled checks, invoices, ticket sales, and such other documentation as determined by the City to verify the performance of the Subject Services and/or grant related receipts and disbursements. 7. In the event this Agreement is terminated, or in the event the Subject Services for which the City funds provided herein are to be applied are discontinued, or the Grantee ceases its operations prior to December 31, 2019 , the Grantee shall refund to the City on a prorated per diem basis the funds paid hereunder for the portion of the year remaining after any such termination or for the portion of the year the Subject Services were not conducted. 8. The City of Elgin and the Elgin Cultural Arts Commission shall be recognized as sponsors of the Grantee and shall receive the benefits of sponsorship consistent with the level of support provided in this Agreement. At a minimum, the City's and the Elgin Cultural Arts -2- Commission's support shall be acknowledged on all print materials promoting the Grantee's organization,press releases,radio advertising,web page information and event program(s)through the following mandatory funding identification statement: "Funding for the organization is provided in part through the City of Elgin and the Elgin Cultural Arts Commission." Three samples of this acknowledgement shall be provided to the City. A logo provided by the City to the Grantee shall be used for this purpose. 9. In all printed materials in which a City seal or logo is deemed appropriate, written approval by the Public Information Officer of the City shall be required prior to printing. 10. The term of this Agreement shall commence from the date of the execution hereof and continue through December 31, 2019 , 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. The relationship of the Grantee to the City arising out of this Agreement shall be that of an independent contractor. It is expressly agreed and understood that the Grantee and the Grantee's officers,employees and agents are not employees of the City and are not entitled to any benefits or insurance provided to employees of the City. 12. If the Grantee violates or breaches any term of this Agreement, such violation or breach shall be deemed to constitute a default, and the City shall have the right to seek such administrative,contractual,legal or equitable remedies to which it may be entitled by law as a result of such violation or breach; and, in addition, if the Grantee, by reason of any default, fails, within fifteen(15) days after notice thereof by the City demanding compliance, to comply with the terms and conditions of this 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, within fifteen (15) days after notice thereof by the Grantee demanding compliance, fails to comply with the terms and conditions of this Agreement, the Grantee,as its sole and exclusive remedy,may terminate this Agreement. Notwithstanding anything to the contrary in this Agreement or by implication or estoppel,with the sole exception of the money the City has agreed to pay the Grantee pursuant to paragraph 4 hereof, no action shall be commenced by the Grantee, any related agents, persons or entities, and/or any of their successors and/or assigns, against the City for monetary damages. In the event any legal action is brought by the City for the enforcement of any of the obligations of the Grantee in this Agreement and the City is the prevailing party in such action, the City shall also be entitled to recover from the Grantee interest at the rate of nine percent(9%)per annum,plus attorney's fees at the rate of Two Hundred Fifty Dollars ($250.00) per hour, which Grantee agrees to be reasonable. The provisions of this paragraph shall survive any expiration, completion and/or termination of this Agreement. 13. Notwithstanding any other provision hereof,the City may terminate this Agreement at any time upon thirty(30)days prior written notice to the Grantee. In the event this Agreement is so terminated, the Grantee shall only be paid for services actually performed, and reimbursable expenses actually incurred prior to termination,except that any such reimbursement shall not,in any event, exceed the total amount set forth in paragraph 4 above. Additionally, in the event this Agreement is so terminated,the Grantee shall immediately cease the expenditure of any funds paid to the Grantee by the City and shall refund to the City any unearned or unexpended funds. -3- 14. To the fullest extent permitted by law,Grantee agrees to 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,workers' compensation claims, in any way resulting from or arising out of any negligent acts or omissions of the Grantee in connection herewith,including any negligent acts or omissions of agents of the Grantee arising out of the performance of this Agreement and/or the Subject Services. In the event of any action against the City,its officers,employees,agents,boards or commissions covered by the foregoing duty to indemnify, defend and hold harmless, such action shall be defended by legal counsel of the City's choosing. The provisions of this section shall survive any expiration, completion and/or termination of this Agreement. 15. The Grantee shall provide, pay for and maintain in effect, during the term of this Agreement,comprehensive automobile liability insurance covering all owned,non-owned and hired motor vehicles used in connection with the Subject Services with limits of not less than$500,000 per occurrence for damages to persons or property. The Grantee shall also provide, pay for and maintain in effect,during the term of this Agreement,worker's compensation insurance in amounts required under the laws of the State of Illinois. At the request of the City the Grantee shall provide to the City certificates of insurance regarding the insurance required in this paragraph. 16. No official, director, officer, agent or employee of the City shall be charged personally or held contractually liable under any term or provision of this Agreement or because of their execution, approval or attempted execution of this Agreement. 17. In all hiring or employment associated with, arising out of or resulting from this Agreement, there shall be no discrimination against any independent contractor, 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, of the Agreement by the City. 19. The terms and provisions of this Agreement shall be severable. If any paragraph, sub-paragraph,phrase, clause or other provision of this Agreement,or any portion thereof, shall be held to be void or otherwise unenforceable,all other portions 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 -4- 21. This Agreement shall be deemed to have been made in, and shall be construed in accordance with the laws of the State of Illinois. Venue for the resolution of any disputes or the enforcement of any rights pursuant to this Agreement shall be in the Circuit Court of Kane County, Illinois. 22. The Grantee certifies hereby that it is not barred from bidding on a public contact as a result of a violation of 720 ILCS 5/33E,et seq., or any similar state or federal statute regarding bid rigging. 23. As a condition of this contract, the Grantee shall have written sexual harassment policies that include, at a minimum, the following information: (a) the illegality of sexual harassment; (b) the definition of sexual harassment under state law; (c) a description of sexual harassment, utilizing examples; (d) the vendor's internal complaint process including penalties; (e) the legal recourse, investigative and complaint process available through the Illinois Department of Human Rights, and the Illinois Human Rights Commission; (f) directions on how to contact the department and commission; (g) protection against retaliation as provided by Section 6-101 of the Human Rights Act. A copy of the policies must be provided to the Department of Human Rights upon request(775 ILCS 5/2-105). 24. As a condition of this Agreement,the Grantee shall have in place a written substance abuse prevention program which meets or exceeds the program requirements in the Substance Abuse Prevention Public Works Act at 820 ILCS 265/1 et seq. A copy of such policy shall be provided to the City's Assistant City Manager prior to the entry and execution of this Agreement. 25. Notwithstanding any other provision in this Agreement, it is expressly agreed and understood that in connection with the performance of this Agreement the Grantee shall comply with all applicable federal, state, city and other requirements of law including, but not limited to, any applicable requirements regarding prevailing wages,minimum wage,workplace safety and legal status of employees. Without limiting the foregoing, the Grantee hereby certifies, represents and warrants to the City that all of Grantee's employees and/or agents who will be providing products, and/or services with respect to this Agreement shall be legal residents of the United States. Grantee shall also at its sole expense secure all permits and licenses, pay all charges and fees and give all notices necessary and incident to the due and lawful prosecution of the work, and/or the products and/or services to be provided pursuant to this Agreement. City shall have the right to audit any records in the possession or control of the Grantee to determine the Grantee's compliance with the provisions of this section or of law. In the event the City proceeds with such an audit,the Grantee shall make available to the City the City's relevant records at no cost to the City. The Grantee shall -5- pay any and all costs associated with any such audit. The provisions of this paragraph shall survive any expiration, completion and/or termination of this Agreement. 26. All notices,reports and documents required under this Agreement shall be in writing and shall be mailed by First Class Mail, postage prepaid, addressed as follows: As to the City: As to Grantee: City of Elgin Side Street Studio Arts NFP 150 Dexter Court PO Box 1264, Elgin, IL, 60121 Elgin, IL 60120-5555 Attn: Erin Rehberu Attention: Richard G. Kozal City Manager With a copy to: William A. Cogley, Corporation Counsel City of Elgin 150 Dexter Court Elgin, IL 60120-5555 27. This Agreement is, and shall be deemed and construed to be, a joint and collective work product of the City and the Grantee and,as such,this Agreement shall not be construed against the other party,as the otherwise purported drafter of same,by any court of competent jurisdiction in order to resolve any inconsistency, ambiguity, vagueness or conflict, if any, of the terms and provisions contained herein. 28. This Agreement shall be binding on the parties hereto and their respective successors and permitted assigns. This Agreement and the obligations herein may not be assigned or delegated by the Grantee without the express written consent of the City, which consent may be withheld at the sole discretion of the City. 29. Grantee hereby waives any and all claims or rights 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(50 ILCS 505/1, et seq.),as amended, or the Illinois Interest Act(815 ILCS 205/1, et seq.),as amended. The provisions of this paragraph shall survive any expiration,completion and/or termination of this Agreement. 30. The parties hereto agree that any cause of action by the Grantee 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 paragraph shall survive any expiration, completion and/or termination of this Agreement. IN WITNESS WHEREOF,the undersigned have entered into executed this agreement on the date and year first written above. CITY OF ELGIN, a municipal corporation GRANTEE: -6- By: Richard G Kozal, City anager Name/Etint: 'Ard. Title: ed,„, armitmt 't Attest: Ogo't r\ eiteeeZ City Clerk -7- EXHIBIT A "Diversity in Visual Art."The list of visual art exhibits is below. o Upcoming shows in the gallery: • 1/18-2/3 What Remains: a joint exhibition by Tanner Melvin & Erin Rehberg • 2/9-2/24 Mel Scone In Colour • 3/1-3/31 Year 6 • 4/5-4/28 Chris A. AIR Final Show • 5/3-5/19 Karl Jahnke • 5/24-6/16 Jess R. AIR Final Show • 6/21-6/30 Going Dutch Festival • 7/5-7/28 Unidxs • 8/2-8/18 Re:POP -Jim Lloyd • 8/23-9/1 Summer Artist-Intern Exhibit • 9/6-9/15 Elgin Fringe Festival • 10/4-10/27 Something Wicked o Upcoming shows in the Theater: • 3/8-3/24 Fight Forever- Leo Perez • 4/12-4/28 A Family Story-The Medinas • 5/10-5/26- Sub 21 -Needs call - Submission deadline March 24