HomeMy WebLinkAbout07-46 Resolution No. 07-46
RESOLUTION
AUTHORIZING EXECUTION OF A CULTURAL ARTS COMMISSION
GRANT AGREEMENT WITH
FOX VALLEY THEATRE COMPANY
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,ILLINOIS,that
Olufemi Folarin,City Manager,and Dolonna Mecum,City Clerk,be and are hereby authorized and
directed to execute a Purchase of Service Agreement on behalf of the City of Elgin with Fox Valley
Theatre Company for a$5,740 grant for performances of"American Spirit"pursuant to the Cultural
Arts Commission Arts and Culture Grants Program, a copy of which is attached hereto and made a
part hereof by reference.
s/Ed Schock
Ed Schock, Mayor
Presented: February 28, 2007
Adopted: February 28, 2007
Omnibus Vote: Yeas: 7 Nays: 0
Attest:
s/Dolonna Mecum
Dolonna Mecum, City Clerk
s/Jennifer Quinton
Jennifer Quinton, Deputy City Clerk
PURCHASE OF SERVICE AGREEMENT
THIS AGREEMENT is made and entered into this S�day of
, 2007, by and between the CITY OF ELGIN, Illinois, a
municipal orporation (hereinafter referred to as the "City") , and
FOX VALLEY THEATRE COMPANY, a not-for-profit corporation organized
and existing under the laws of the State of Illinois (hereinafter
referred to as the "Service Provider") .
WHEREAS, the City has determined that it would serve a
beneficial public purpose to enter into an agreement with the
Service Provider for the Service Provider to provide certain
contract services as described in this agreement; and
WHEREAS, the Service Provider represents that it has the
necessary expertise and experience to furnish the Subject Services
upon the terms and conditions set forth in this agreement .
NOW, THEREFORE, in consideration of the mutual promises and
covenants contained herein, the sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows:
1 . The Service Provider shall provide all of the services
pursuant to the terms and conditions and on the dates and times as
described in the document entitled FOX VALLEY THEATRE COMPANY -
Scope of Services for 2007 Purchase of Service Agreement, attached
hereto as Exhibit A and made a part hereof (such services including
the terms, conditions, dates and times are hereinafter referred to
as the "Subject Services") . In the event of any conflict between
the provisions of this agreement and the provisions in Exhibit A,
the provisions of this agreement shall control . The Service
Provider represents and warrants that the Service Provider has the
skills and knowledge necessary to conduct the Subject Services
provided for in Exhibit A and that the Subject Services set forth
in Exhibit A are integral parts of this agreement and may not be
modified, amended or altered except by a written amendment to this
agreement agreed to and executed by both parties hereto.
2 . The Service Provider shall address all inquiries and
requests made pursuant to this agreement to the Assistant City
Manager of the City or his designee.
3 . In connection with the Subject Services to be performed
on other than City properties, the Service Provider warrants and
agrees to maintain all facilities and equipment used in the
performing of the Subject Services in a clean, sanitary and safe
condition and free from defects of every kind whatsoever. Service
Provider agrees and warrants that the Service Provider will
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periodically inspect all of such facilities and equipment for such
purposes . Service Provider also warrants that the Service Provider
and the Service Provider' s facilities and equipment used in the
performing of the Subject Services are not now, nor shall be during
the term of this agreement in violation of any health, building,
fire or zoning code or regulation or other applicable requirements
of law. In connection with the Subject Services on properties
owned or controlled by the City, Service Provider agrees and
warrants to use, and to cause persons participating in the Subject
Services to use, through proper supervision and control, all
facilities with due care, and to report all defects in or damage to
any such facilities, and the cause thereof, if known, immediately
to the Assistant City Manager of the City.
4 . The City shall pay the Service Provider the sum of
$5,740.00 within ninety (90) days of the date of this Agreement, in
consideration for the Subject Services provided for herein.
5 . The Service Provider shall apply the monies to be paid by
the City to the Service Provider pursuant to the proceeding
paragraph hereof solely to operating expenses such as staff salary
and benefits, meeting expenses, and expenses associated with the
Subject Services to be provided by the Service Provider pursuant to
this agreement .
6. The Service Provider shall complete, maintain and submit
to the Assistant City Manager of the City, or his designee, any and
all records, reports and forms relating to the Subject Services in
this agreement as requested by the City. Without limiting the
foregoing, the parties further agree as follows :
A. The Service Provider shall provide a budget to
the City which shall reflect the projected
distribution of funds received from the City
pursuant to this agreement during the term of
this agreement . The budget shall be submitted
to the Assistant City Manager of the City prior
to any payment by the City.
B. The Service Provider shall provide written
performance reports detailing the disbursements
of the monies to be paid by the City to the
Service Provider pursuant to this agreement .
The reports shall be provided to the City
quarterly on March 30, 2007; June 29, 2007;
September 28, 2007; and December 28, 2007 .
Additionally, the Service Provider shall
provide a Final Report within ninety (90) days
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of the completion of the project and/or fiscal
year.
C. The City has the right to review all accounting
records of the Service Provider related to the
use of the monies to be paid by the City to the
Service Provider pursuant to this agreement
upon 72 hours advance notice from the City to
the Service Provider.
D. Service Provider shall provide City with the
most current audited financial statement
available to Service Provider on or before July
16, 2007. In the event such audited financial
statement for any year subsequent to 2005 does
not exist, Service Provider shall provide city
with such financial statements, policies and
budgets as may be required by City upon ten
(10) days notice.
7 . In the event this agreement is terminated, or in the
event the Subject Services for which the City funds provided herein
are to be applied are discontinued, or the Service Provider ceases
its operations prior to December 31, 2007, the Service Provider
shall refund to the City on a prorated per diem basis the funds
paid hereunder for the portion of the year remaining after any such
termination or for the portion of the year the Subject Services
were not conducted.
8 . Service Provider agrees and warrants that the Service
Provider has procured all licenses, permits or like permission
required by law to conduct or engage in the Subject Services
provided for in this agreement, and that the Service Provider will
procure all additional licenses, permits or like permission
hereinafter required by law during the term of this agreement, and
that the Service Provider will keep same in full force and effect
during the term of this agreement. Service Provider shall perform
the Subject Services with due care and in compliance with all
applicable legal requirements.
9. The City of Elgin shall be recognized as a sponsor of the
Service Provider and shall receive the benefits of sponsorship
consistent with the level of support provided in this agreement.
At a minimum, the City' s support shall be acknowledged on all print
materials promoting the Service Provider' s organization, press
releases, radio advertising, web page information and event
program(s) through the following mandatory funding identification
statement: "Funding for the organization is provided in part
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through the City of Elgin' s Cultural Arts Commission and the
Illinois Arts Council" . Three samples of this acknowledgement
shall be provided to the City. Logos provided by the City to the
Service Provider shall be used for this purpose. In the event
Service Provider has a website, it further agrees to reciprocal
links with the City of Elgin.
10 . In all printed materials in which a City or seal logo is
deemed appropriate, approval by the Public Information Officer of
the City is required prior to printing.
11 . The term of this agreement shall commence from the date
of the execution hereof and continue through December 31, 2007 .
12 . This agreement shall not be construed so as to create a
partnership, joint venture, employment or other agency relationship
between the parties hereto. Service Provider understands and
agrees that the relationship of the Service Provider to the City
arising out of this agreement shall be that of an independent
contractor. It is expressly agreed and understood that the Service
Provider and the Service Provider' s officers, employees and agents
are not employees of the City and are not entitled to any benefits
or insurance provided to employees of the City.
13 . If either party violates or breaches any term of this
agreement, such violation or breach shall be deemed to constitute a
default, and the other party has the right to seek administrative
contractual or legal remedies as may be suitable to the violation
or breach; and, in addition, if either party by reason of any
default, fails to within fifteen (15) days after notice thereof by
the other party to comply with the conditions of the agreement, the
other party may terminate this agreement. Notwithstanding the
foregoing, or anything else to the contrary in this agreement, no
action shall be commenced by the Service Provider against the City
for monetary damages . In the event any legal action is brought by
the City for the enforcement of any of the obligations of the
Service Provider in this agreement and the City is the prevailing
party in such action, the City shall also be entitled to recover
from the Service Provider reasonable interest and reasonable
attorney' s fees .
14 . Notwithstanding any other provision hereof, the City may
terminate this agreement at any time upon thirty (30) days prior
written notice to the Service Provider. In the event this
agreement is so terminated, the Service Provider shall be paid for
services actually performed, and reimbursable expenses actually
incurred prior to termination, except that reimbursement shall not
in any event exceed the total amount set forth under paragraph 4
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above. Additionally, in the event this agreement is so terminated,
the Service Provider shall immediately cease the expenditure of any
funds paid to the Service Provider by the City and shall refund to
the City any unearned or unexpended funds .
15 . To the fullest extent permitted by law, Service Provider
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
worker' s compensation claims, in any way resulting from or arising
out of negligent actions or omissions of the Service Provider in
connection herewith, including negligence or omissions or agents of
the Service Provider arising out of the performance of this
agreement and/or the Subject Services . In the event of any action
against the City, its officers, employees, agents, boards or
commissions covered by the foregoing duty to indemnify, defend and
hold harmless, such action shall be defended by legal counsel of
the City' s choosing. The provisions of this paragraph shall
survive any expiration and/or termination of this agreement .
16. The Service Provider shall provide, pay for and maintain
in effect, during the term of this agreement, comprehensive
automobile liability insurance covering all owned, non-owned and
hired motor vehicles used in connection with the Subject Services
with limits of not less than $500, 000 per occurrence for damages to
persons or property. The Service Provider shall also provide, pay
for and maintain in effect, during the term of this agreement,
worker' s compensation insurance in amounts required under the laws
of the State of Illinois . At the request of the City the Service
Provider shall provide to the City certificates of insurance
regarding the insurance required in this paragraph.
17 . 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 .
18 . In all hiring or employment made possible or resulting
from this Agreement, there shall be no discrimination against any
employee or applicant for employment because of sex, age, race,
color, creed, national origin, marital status, of the presence of
any sensory, mental or physical handicap, unless based upon a bona
fide occupational qualification, and this requirement shall apply
to, but not be limited to, the following: employment advertising,
layoff or termination, rates of pay or other forms of compensation
and selection for training, including apprenticeship.
19 . No person shall be denied or subjected to discrimination
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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.
20 . The parties intend and agreed that, 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 .
21 . 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.
22 . 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 .
23 . The Service Provider certifies hereby that it is not
barred from bidding on a public contact as a result of a violation
of 720 ILCS 5/33E et seq. or any similar state or federal statute
regarding bid rigging.
24 . As a condition of this contract, the Service Provider
shall have written sexual harassment policies that include, at a
minimum, the following information:
A. the illegality of sexual harassment;
B. the definition of sexual harassment under state law;
C. a description of sexual harassment, utilizing examples;
D. the vendor' s internal complaint process including
penalties;
E. the legal recourse, investigative and complaint process
available through the Illinois Department of Human
Rights, and the Illinois Human Rights Commission;
F. directions on how to contact the department and
commission;
G. protection against retaliation as provided by Section
6-101 of the Human Rights Act.
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A copy of the policies must be provided to the Department
of Human Rights upon request (775 ILLS 5/2-105) .
25. All notices, reports and documents required under this
Agreement shall be in writing and shall be mailed by First Class
Mail, postage prepaid, addressed as follows :
As to the City: As to Service Provider:
City of Elgin Attn: SUSAN HEATON
150 Dexter Court FOX VALLEY THEATRE
Elgin, IL 60120-5555 COMPANY
Attention: Sean Stegall 1700 SPARTAN DRIVE-VPAC
Assistant City Manager #141A
With a copy to:
William A. Cogley, Corporation Counsel
City of Elgin
150 Dexter Court
Elgin, IL 60120-5555
26. This agreement is and shall be deemed to construe to be
a joint and collective work product of the City and the Service
Provider and, as such, this agreement shall not be construed
against the other party, as the otherwise purported drafter of
same, by any court of competent jurisdiction in order to resolve
any inconsistency, ambiguity, vagueness or conflict, if any, of the
terms and provisions contained herein.
27 . This agreement shall be binding on the parties hereto
and their respective successors and permitted assigns . This
agreement and the obligations herein may not be assigned by the
Service Provider without the express written consent of the City
which consent may be withheld at the sole discretion of the City.
IN WITNESS WHEREOF, the undersigned have entered into executed
this agreement on the date and year first written above .
CITY OF ELGIN, a municipal FOX VALLEY THEATRE COMPANY
Co t '
By BY •
City Manage
Attes .
cirLtsto /11l640tot
City Clerk
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EXHIBIT A
DESCRIPTION OF SERVICES TO BE PROVIDED BY SERVICE PROVIDER
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SECTION VI-Project Information(To be completed If applying for project support)
Project Title: American SpInt
Project June 22-24,29-30&July 1,2007 Number of Performances:6
Date(e)'
Project June 22,23,29,30 at 7:30 pm&June 24,July 1 at 3:00 pm
Time(a):
This project le: Now [XX ] Yea I ] No Expanded [ j Yea [XX 1 No
Project Location:EJgin Community College's Blizzard Thoeter
Project Description:
Through lively song-and-dance routines,Fox Valley Theatre Company students will present American Spirit,a
compilation of songs that mean something to and motivate Americans. This colorful production will be
appropriate and entertaining for audience members of all ages,with a broad-ranging program spanning several
decades. Even though our FVTC performers ages 15-20 will dominate the program,Children's Theatre of Elgin
students ages 7-14 will also be highlighted to provide a maximum number of children and youth the opportunity
to perform as well as give FVTC performers a break for costume changes.
Project Goal(What need does this project address and how did you determine that need?)
The three main goals of this project are:1)to provide the opportunity for about 150 area children to participate
in several weeks of vocal and dancing instruction and perform on stage in a professional-style culminating
event;2) to contract with at least ten local artists who will work not only with the cast members but also college-
aged student interns. We enjoyed audience survey accolades for the choreography in our summer 2006 show,
which might be traced partly to our first student interns who developed and taught routines to the younger
students;and 3)to provide our community with family-oriented live entertainment at an affordable ticket price.
Describe how you plan to evaluate the project to determine if you have met your goals:
Open auditions will be held and we hope to cast all auditioners,depending on the total number who attend
auditions. As with all of our shows,we will seek both written and verbal feedback from all participants,including
cast members, parents,contractual artists, and board members,especially our artistic directors. Audience
member surveys will be available at all performances as well. Community response will also be monitored by
evaluating ticket sales numbers and demographics.
What are your contingency plans for the project if funding assistance Is lam than antidpated?
If insufficient support is available to present An American Music Experience as outlined,we would scale back on
the size of the cast and/or reduce the number of costume changes that each student will have.
How does this project benefit the citizens of Elgin who participate es audience or artists?
American Spirit will bring to Elgin audiences the opportunity to cheer on scores of young people as they share
their talents on stage. Audience members will enjoy seeing that there are so many in the upcoming generation
can work together and work hard for a common goal. A love of performing excellent music will bring parents and
children together for an incredibly rewarding experience. Artists involved in the production will be rewarded
financially as well as personally as they sit back and enjoy the performances,knowing the tremendous growth
they have observed in their students.
Number of persons benefitng from this project
Volunteer Performers 150 Volunteer Support Personnel j 130
Paid Performers 10 Paid Support Personnel 2
Audience 3,000 Others
Ticket Prices: $10 aduttst$8 students&seniors
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