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HomeMy WebLinkAbout10-0211 Centro de Informacion 10 PURCHASE OF SERVICE AGREEMENT THIS AGREEMENT is made and entered into this 11`h day of February,2010,by and be- tween the CITY OF ELGIN, Illinois, a municipal corporation (hereinafter referred to as the "City"), and Centro de Informacion a not-for-profit corporation organized and existing under the laws of the State of Illinois(hereinafter referred to as the"Service Provider"). WHEREAS, the City has determined that it would serve a beneficial public purpose to enter into an agreement with the Service Provider for the Service Provider to provide certain contract services as described in this agreement; and WHEREAS, the Service Provider represents that it has the necessary expertise and expe- rience 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 fol- lows: 1. The Service Provider shall provide all of the services pursuant to the terms and condi- tions and on the dates and times as described in the document entitled "Centro de Informacion Census Outreach Program, February 2010," 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 con- duct the Subject Services provided for in Exhibit A and that the Subject Services set forth in Ex- hibit 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 per- forming 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 peri- odically 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 require- ments 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 Sub- ject 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, immedi- ately to the Assistant City Manager of the City. 4. The City shall reimburse the Service Provider for the Subject Services under this agreement the total amount of Nineteen Thousand Seven Hundred Fifty Dollars ($19,750.00). Such payment by the City to the Service Provider shall be made in two (2) installments of Nine Thousand Eight Hundred Seventy-Five Dollars ($9875.00). The first aforementioned installment payment shall be made within thirty (30) days of the date of this agreement. The second afore- mentioned installment payment shall be made on or before May 30,2010. 5. The Service Provider shall apply the monies to be paid by the City to the Service Pro- vider pursuant to the preceding paragraph hereof solely to operating expenses such as staff salary and benefits, meeting expenses, and expenses associated with the Subject Services to be pro- vided by the Service Provider pursuant to this agreement. 6. The Service Provider shall complete, maintain and submit to the Assistant City Man- ager 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 that the City has the right to review all accounting records of the Service Provider related to the use of the monies to be paid by the City to the Service Provider pursuant to this agreement upon 72 hours advance notice from the City to the Service Provider. 7. In the event this agreement is terminated, or in the event the Subject Services for which the City funds provided herein are to be applied are discontinued, or the Service Provider ceases its operations prior to May 30, 2010 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 ter- mination or for the portion of the year the Subject Services were not conducted. 8. The City of Elgin shall be recognized as a sponsor of the Service Provider and shall re- ceive 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 through the City of Elgin."Three samples of this acknow- ledgement shall be provided to the City. A logo provided by the City to the Service Provider shall be used for this purpose. 9. In all printed materials in which a City seal or logo is deemed appropriate, approval by the Public Information Officer of the City is required prior to printing. 10. The term of this agreement shall commence from the date of the execution hereof and continue through May 30,2010. 11. This agreement shall not be construed so as to create a partnership,joint venture, em- ployment 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 -2- Provider and the Service Provider's officers, employees and agents are not employees of the City and are not entitled to any benefits or insurance provided to employees of the City. 12. If the Service Provider violates or breaches any term of this agreement, such violation or breach shall be deemed to constitute a default,and the City shall have the right to seek admin- istrative, contractual, legal or equitable remedies as may be suitable to the violation or breach; and, in addition, if the Service Provider by reason of any default, fails to within fifteen (15) days after notice thereof by the City to comply with the conditions of the agreement, the City may terminate this agreement. If the City violates or breaches any term of this agreement, such viola- tion or breach shall be deemed to constitute a default, and in the event the City fails to within fif- teen (15) days after notice thereof by the Service Provider to comply with the conditions of this agreement, the Service Provider as its sole and exclusive remedy may terminate this agreement. Notwithstanding anything to the contrary in this agreement, with the sole exception of the mon- ies the City has agreed to pay the Service Provider pursuant to Section 4 hereof, no action shall be commenced by the Service Provider, any related persons or entities, and/or any of their suc- cessors and/or assigns, against the City for monetary damages. In the event any legal action is brought by the City for the enforcement of any of the obligations of the Service Provider in this agreement and the City is the prevailing party in such action, the City shall also be entitled to recover from the Service Provider reasonable interest and reasonable attorney's fees. The provi- sions of this section shall survive any expiration, completion and/or termination of this agree- ment. 13. Notwithstanding any other provision hereof, the City may terminate this agreement at any time upon thirty (30) days prior written notice to the Service Provider. In the event this agreement is so terminated, the Service Provider shall be paid for services actually performed, and reimbursable expenses actually incurred prior to termination, except that reimbursement shall not in any event exceed the total amount set forth under Section 4 above. Additionally, in the event this agreement is so terminated, the Service Provider shall immediately cease the ex- penditure of any funds paid to the Service Provider by the City and shall refund to the City any unearned or unexpended funds. 14. To the fullest extent permitted by law, Service Provider 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, in- cluding but not limited to worker's compensation claims, in any way resulting from or arising out of negligent actions or omissions of the Service Provider in connection herewith, including negligence or omissions or agents of the Service Provider arising out of the performance of this agreement and/or the Subject Services. In the event of any action against the City, its officers, employees, agents, boards or commissions covered by the foregoing duty to indemnify, defend and hold harmless, such action shall be defended by legal counsel of the City's choosing. The provisions of this section shall survive any expiration, completion and/or termination of this agreement. 15. The Service Provider shall provide,pay for and maintain in effect, during the term of this agreement, comprehensive automobile liability insurance covering all owned, non-owned -3- • and hired motor vehicles used in connection with the Subject Services with limits of not less than $500,000 per occurrence for damages to persons or property. The Service Provider shall also provide,pay for and maintain in effect, during the term of this agreement,worker's compensation insurance in amounts required under the laws of the State of Illinois. At the request of the City the Service Provider shall provide to the City certificates of insurance regarding the insurance required in this paragraph. 16. No official, director, officer, agent or employee of the City shall be charged person- ally or held contractually liable under any term or provision of this Agreement or because of their execution, approval or attempted execution of this Agreement. 17. In all hiring or employment made possible or resulting from this Agreement,there shall be no discrimination against any employee or applicant for employment because of sex, age, race, color, creed, national origin, marital status, of the presence of any sensory, mental or physical handicap, unless based upon a bona fide occupational qualification, and this require- ment shall apply to, but not be limited to, the following: employment advertising, layoff or ter- mination, rates of pay or other forms of compensation and selection for training, including ap- prenticeship. 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,mari- tal status or the presence of any sensory, mental or physical handicap. Any violation of this pro- vision 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 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. 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 writ- ten amendment duly executed by the parties. Each party agrees that no representations or war- ranties shall be binding upon the other party unless expressed in writing herein or in a duly exe- cuted amendment hereof. 21. This Agreement shall be deemed to have been made in, and shall be construed in ac- cordance with the laws of the State of Illinois. Venue for the resolution of any disputes or the enforcement of any rights pursuant to this agreement shall be in the Circuit Court of Kane County, Illinois. 22. The Service Provider certifies herebythat it is not barred from biddingon 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 Service Provider shall have written sexual harass- ment policies that include,at a minimum,the following information: A. the illegality of sexual harassment; -4- 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 Il- linois Department of Human Rights, and the Illinois Human Rights Commis- sion; 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 re- quest(775 ILCS 5/2-105). 24. As a condition of this agreement, the Service Provider shall have in place a written substance abuse prevention program which meets or exceeds the program requirements in the Substance Abuse Prevention Public Works Act at 820 ILCS 265/1 et seq. A copy of such policy shall be provided to the City's Assistant City Manager prior to the entry and execution of this agreement. 25. Notwithstanding any other provision in this agreement, it is expressly agreed and un- derstood that in connection with the performance of this agreement the Service Provider shall comply with all applicable federal, state, city and other requirements of law including, but not limited to, any applicable requirements regarding prevailing wages, minimum wage, workplace safety and legal status of employees. Without limiting the foregoing, the Service Provider hereby certifies, represents and warrants to the City that all of Service Provider's employees and/or agents who will be providing products, and/or services with respect to this agreement shall be legal residents of the United States. Service Provider shall also at its expense secure all permits and licenses, pay all charges and fees and give all notices necessary and incident to the due and lawful prosecution of the work, and/or the products and/or services to be provided pursuant to this agreement. City shall have the right to audit any records in the possession or control of the Service Provider to determine the Service Provider's compliance with the provisions of this sec- tion. In the event the City proceeds with such an audit,the Service Provider shall make available to the City the City's relevant records at no cost to the City. Consultant shall pay any and all costs associated with any such audit. The provisions of this section shall survive any expiration, completion and/or termination of this agreement. 26. All notices,reports and documents required under this Agreement shall be in writ- ing and shall be mailed by First Class Mail,postage prepaid, addressed as follows: As to the City: As to Service Provider: City of Elgin Mr.Jaime D. Garcia Attn: Richard G. Kozal Executive Director Assistant City Manager Centro de Informacion -5- EXH BIT A TO PURCHASE OF SERVICES AGREEMENT BETWEEN CITY OF ELGIN AND CENTRO DE INFORMACION r�mxo de Intormacidn Centro de Informacion Census Outreach Program February 2010 For 37 years, Centro de Informacion has been the place for the Spanish-speaking immigrants who have substantially less education and income than the general population and to whom language and culture are barriers to find out how and where to get the help that they need. The mission of Centro is to empower Hispanics with the ability to effectively integrate into our Greater Community through the facilitation of information,education and citizenship. The growing population has a distrust and fear of approaching public agencies and government at any level that prevents asking for help. Misinformation circulates in the immigrant community, and they do not know where to turn with their questions and needs or who to ask for help. Centro de Informacion's solution is to assist Spanish-speaking immigrants one-on-one, by phone, and in groups to overcome barriers of language and culture. Centro's bilingual community outreach workers will answer questions of who,what,when,why and how and link individuals and families to needed services and on-going supports. Having faced the same barriers and challenges as clients,staff members are sensitive to immigrant issues and concerns and careful to incorporate culturally competent practices to break down barriers of fear and trust. Centro is the only Hispanic agency in the area and has a bilingual, bicultural community outreach staff that has earned the trust of the community. Immigrants feel safer and are more open to confiding in, asking questions,and seeking help from a fellow immigrant in a Hispanic agency,so that the accurate information that Centro provides empowers them to take action on issues that impact their lives. Plan of Action Centro de Informacion will provide a bilingual, bicultural worker to reach the Spanish-speaking immigrant community to educate the people to fill out the Census forms. This will be done by coordinating with the network of public, private and non-profit partners that Centro has developed over the years. This worker will set up community events, neighborhood meetings in homes, schools and churches. The neighborhoods will be impacted with literature and correct information regarding the census. Centro will through its full weight and resources to saturate the community with the message of Census 2010. 150 Dexter Court 28 N. Grove Avenue Elgin,IL 60120-5555 Elgin,IL 60120 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 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. 28. This agreement shall be binding on the parties hereto and their respective successors and permitted assigns. This agreement and the obligations herein may not be assigned by the 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 CENTRO DE INFORMACION CORPORATION go tor w By: � By: . i a, lc. A istant City Manager Exe Di Attest: City Clerk -6-