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HomeMy WebLinkAbout10-37 s � Resolution No. 10-37 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, in 2010 applications have been made for ten projects 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 be provided under the Cultural Arts Commission Grant Program to the following organizations: The following projects are recommended for funding by the Cultural Arts Commission: ORGANIZATI< N PROJECT/OPT.SUPP. AWARD Art For All Winter Show,Paint Your World Green $1.310 2 Ballet Folklorico Annual Dance Performance $4,781 3 Elgin Chapter Barbershop Harmony Society Spring Concert $1,036 4 Elgin Children's Chorus Isles of Song Concert $2,716 5 Elgin Choral Union Harmonies from Heaven Concert $2,331 6 Elgin Youth Symphony Orchestra Sacred Spaces Spiritual Music Concert $2,653 7 Elgin Theatre Company M*A*S*H* Production $3,564 8 Heartland Voices British Invasion Concert $3,878 9 Independent Players Comedies in Repertoire Theatrical Production $2,784 10 Janus Theatre Elgin Short Play Festival $3,500 Total $28,553 BE IT FURTHER RESOLVED that the projects shall be in conformance with all applicable codes and ordinances. s/Ed Schock Ed Schock, Mayor Presented: February 10, 2010 Adopted: February 10, 2010 Omnibus Vote: Yeas: 7 Nays: 0 Attest: s/Diane Robertson Diane Robertson, City Clerk { • . 1/21/10 CULTURAL ARTS COMMISSION GRANT AGREEMENT THIS AGREEMENT is made and entered into this '5 day of ,2010,by and between the CITY OF ELGIN, Illinois, a municipal corporation(her nafter refe d to as the "City"), and Art For All, 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 acknowledged,the parties hereto hereby agree as follows: 1. The Grantee shall provide all of the services pursuant to the terms and conditions and on the dates and times as described in the document entitled"Art For All"- Scope of Services for 2010, Grant 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 Grantee represents and warrants that the Grantee 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 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 the Subject Services to be performed on other than City 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 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 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 One Thousand,Three Hundred and Ten Dollars($1,310.00). Such payment by the City to the Grantee shall be made on or before June 30, 2010. 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, 2010 and December 31, 2010. 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 monies 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 years deficit. 6. Prior to the 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 45 days of completion of the Subject Services,but no later than January 15,2011. 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 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, 2010,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 -2- 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, approval by the Public Information Officer of the City is required prior to printing. 10. The term of this agreement shall commence from the date of the execution hereof and continue through December 31, 2010. 11. This agreement shall not be construed so as to create a partnership,joint venture, employment or other agency relationship between the parties hereto. Grantee understands and agrees that 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 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. 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 reasonable interest and reasonable attorney's fees. 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 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 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. 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 worker's compensation claims, in any way resulting from or arising out of negligent actions or omissions of the Grantee in connection herewith,including negligence or omissions or 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 -3- • 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 made possible or resulting from this Agreement, there shall be no discrimination against any employee or applicant for employment because of sex, age, race,color, creed,national origin,marital status, of the presence of any sensory,mental or physical handicap,unless based upon a bona fide occupational qualification,and this requirement shall apply to,but not be limited to,the following: employment advertising,layoff or termination,rates of pay or other forms of compensation and selection for training, including apprenticeship. 18. No person shall be denied or subjected to discrimination in receipt of the benefit of any services or activities made possible by or resulting from this Agreement on the grounds of sex, race,color,creed,national origin,age except minimum age and retirement provisions,marital status or the presence of any sensory,mental or physical handicap. Any violation of this provision shall be considered a violation of a material provision of this Agreement and shall be grounds for cancellation, termination or suspension, in whole or in part, 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 written amendment duly executed by the parties. Each party agrees that no representations or warranties shall be binding upon the other party unless expressed in writing herein or in a duly executed amendment hereof. 21. This Agreement shall be deemed to have been made in, and shall be construed in accordance with the laws of the State of Illinois. Venue for the resolution of any disputes or the enforcement of any rights pursuant to this agreement shall be in the Circuit Court of Kane County, Illinois. 22. The 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 -4- 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 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. 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 section shall survive any expiration, completion and/or termination of this agreement. 26. Notwithstanding anything to the contrary in this agreement,with the sole exception of the monies the City has agreed to pay the Grantee pursuant to Section 4 hereof, no action shall be commenced by the Grantee, any related persons or entities, and/or any of their successors and/or assigns, against the City for monetary damages. The provisions of this section shall survive any expiration, completion and/or termination of this agreement. 27. 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: -5- As to the City: As to Grantee: City of Elgin Art For All 150 Dexter Court 749 Scott Drive Elgin, IL 60120-5555 Elgin, Illinois 60123 Attention: Rick Kozal Assistant City Manager With a copy to: William A. Cogley, Corporation Counsel City of Elgin 150 Dexter Court Elgin, IL 60120-5555 28. This agreement is and shall be deemed to construe 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. 29. This agreement shall be binding on the parties hereto and their respective successors and permitted assigns. This agreement and the obligations herein may not be assigned by the Grantee without the express written consent of the City which consent may be withheld at the sole discretion of the City. SIGNATURE PAGE FOLLOWS -6- IN WITNESS WHEREOF,the undersigned have entered into executed this agreement on the date and year first written above. CITY OF ELGIN, a municipal (GRANTEE) Corporation By: ,a,0 By: �c4— ityi-- Manager 1(2F4 Attest: City Clerk F:\Legal Dept\Agreement\CULTURAL ARTS COMM GRANT AGRT-clean 1-21-09.doc -7- EXHIBIT A DESCRIPTION OF SERVICES TO BE PROVIDED BY GRANTEE (W w� Gt g)-(3LA-L4\- L-a . VV0•-6 -`--�L Gu ,Pry-e ' --A-ti -A--e r\--L.7) ELAC 17,\*, I oLj-md--AAAr- JA-f- ot-y1 f-hi?L cy-y, -8- K.(OF /1 . Memorandum ° ' City of Elgin tne O'PATEDFF$' .: Date: February 15, 2010 To: Sylvia Grady, Elgin Arts Showcase Supervisor From: Jennifer Quinton, Deputy City Clerk • Subject: Resolution No. 10-37, Adopted at the January 27, 2010 Council Meeting Enclosed you will find the agreements listed below. Please retain a copy for your records. If you have any questions please feel free to contact our office 847-931-5660 and we will do our best to assist you. Thank you. ORGANIZATION PROJECT/OPT. SUPP. 1 Art For All Winter Show, Paint Your World Green 2 Ballet Folklorico Annual Dance Performance 3 Elgin Chapter Barbershop Harmony Spring Concert Society 4 Elgin Children's Chorus Isles of Song Concert 5 Elgin Choral Union Harmonies from Heaven Concert 6 Elgin Youth Symphony Orchestra Sacred Spaces Spiritual Music Concert 7 Elgin Theatre Company M*A*S*H* Production 8 Heartland Voices British Invasion Concert 9 Independent Players Comedies in Repertoire Theatrical Production 10 Janus Theatre Elgin Short Play Festival Resolution No. 10-37 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, in 2010 applications have been made for ten projects 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 be provided under the Cultural Arts Commission Grant Program to the following organizations: The following projects are recommended for funding by the Cultural Arts Commission: ORGANIZATION PROJECT/OPT.SUPP. AWARD 1 Art For All Winter Show, Paint Your World Green $1.310 2 Ballet Folkloric,' Annual Dance Performance $4,781 3 Elgin Chapter Barbershop Harmony Society Spring Concert $1,036 4 Elgin Children's Chorus Isles of Song Concert $2,716 5 Elgin Choral Union Harmonies from Heaven Concert $2,331 6 Elgin Youth Symphony Orchestra Sacred Spaces Spiritual Music Concert $2,653 7 Elgin Theatre Company M*A*S*H* Production $3,56i4 8 Heartland Voices British Invasion Concert $3,878 9 Independent Players Comedies in Repertoire Theatrical Production $2,784 10 Janus Theatre Elgin Short Play Festival $3,500 Total $28,553 BE IT FURTHER RESOLVED that the projects shall be in conformance with all applicable codes and ordinances. s/ Ed Schock Ed Schock, Mayor Presented: February 10, 2010 Adopted: February 10, 2010 Omnibus Vote: Yeas: 7 Nays: 0 Attest: s/Diane Robertson Diane Robertson, City Clerk . 1/21/10 CULTURAL ARTS COMMISSION GRANT AGREEMENT THIS AGREEMENT is made and entered into this aCI day of vnuout , 2010,by and between the CITY OF ELGIN, Illinois a municipal corporation (heinafter refdrred to as the "City"),and Ballet Folklorico,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 , o herebyagree as follows: the parties hereto �' herein,the sufficiency of which is hereby acknowledged, 1. The Grantee shall provide all of the services pursuant to the terms and conditions and on the dates and time s as described in the document entitled"Ballet Folklorico"-Scope of Services for 2010, Grant 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 Grantee represents and warrants that the Grantee 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 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 the Subject Services to be performed on other than City 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 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 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 Four Thousand, Seven Hundred and Eighty One Dollars ($4,781.00). Such payment by the City to the Grantee shall be made on or before June 30, 2010. 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, 2010 and December 31, 2010. 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 monies 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 years deficit. 6. Prior to the 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 45 days of completion of the Subject Services,but no later than January 15,2011. 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 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 31,2010,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 Commission's support shall be acknowledged on all print materials promoting the Grantee's -2- 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, approval by the Public Information Officer of the City is required prior to printing. 10. The term of this agreement shall commence from the date of the execution hereof and continue through December 31, 2010. 11. This agreement shall not be construed so as to create a partnership,joint venture, employment or other agency relationship between the parties hereto. Grantee understands and agrees that 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 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. 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 reasonable interest and reasonable attorney's fees. 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 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 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. 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 worker's compensation claims, in any way resulting from or arising out of negligent actions or omissions of the Grantee in connection herewith,including negligence or omissions or 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 -3- • 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 made possible or resulting from this Agreement, there shall be no discrimination against any employee or applicant for employment because of sex, age, race,color,creed,national origin,marital status,of the presence of any sensory,mental or physical handicap,unless based upon a bona fide occupational qualification,and this requirement shall apply to,but not be limited to,the following: employment advertising,layoff or termination,rates of pay or other forms of compensation and selection for training, including apprenticeship. 18. No person shall be denied or subjected to discrimination in receipt of the benefit of any services or activities made possible by or resulting from this Agreement on the grounds of sex, race,color,creed,national origin,age except minimum age and retirement provisions,marital status or the presence of any sensory,mental or physical handicap. Any violation of this provision shall be considered a violation of a material provision of this Agreement and shall be grounds for cancellation, termination or suspension, in whole or in part, 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 written amendment duly executed by the parties. Each party agrees that no representations or warranties shall be binding upon the other party unless expressed in writing herein or in a duly executed amendment hereof. 21. This Agreement shall be deemed to have been made in, and shall be construed in accordance with the laws of the State of Illinois. Venue for the resolution of any disputes or the enforcement of any rights pursuant to this agreement shall be in the Circuit Court of Kane County, Illinois. 22. The 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: -4- 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 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. 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 section shall survive any expiration, completion and/or termination of this agreement. 26. Notwithstanding anything to the contrary in this agreement,with the sole exception of the monies the City has agreed to pay the Grantee pursuant to Section 4 hereof,no action shall be commenced by the Grantee, any related persons or entities, and/or any of their successors and/or assigns, against the City for monetary damages. The provisions of this section shall survive any expiration, completion and/or termination of this agreement. 27. 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: -5- As to the City: As to Grantee: City of Elgin Ballet Folklorico uebue ►�o+ 150 Dexter Court P.O. Box 5062 Elgin, IL 60120-5555 Elgin, Illinois 60121 Attention: Rick Kozal Assistant City Manager With a copy to: William A. Cogley, Corporation Counsel City of Elgin 150 Dexter Court Elgin, IL 60120-5555 28. This agreement is and shall be deemed to construe 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. 29. This agreement shall be binding on the parties hereto and their respective successors and permitted assigns. This agreement and the obligations herein may not be assigned by the Grantee without the express written consent of the City which consent may be withheld at the sole discretion of the City. SIGNATURE PAGE FOLLOWS -6- IN WITNESS WHEREOF,the undersigned have entered into executed this agreement on the date and year first written above. CITY OF ELGIN, a municipal (GRANTEE) Corporation By: AA.Ap,Afr By: ger Attest: City Clerk F:\L.egal Dept\Agreement\CULTURAL ARTS COMM GRANT AGRT-clean 1-21-09.doc -7- • . EXHIBIT A DESCRIPTION OF SERVICES TO BE PROVIDED BY GRANTEE The Ballet Folklorico Huehuecoyotl will produce their annual folkloric dance performance showcasing the entire group in a two hour event. The performance will take place at the Blizzard Theatre in Elgin Community College's Visual and Performing Arts Center(VPAC) on Saturday, September 25, 2010 at 7:30pm. -8- Ci * ;a`\ Memorandum 0' )' y \: City of Elgin 72 57. OVA1-`-' 6`a,• �*4)-ED EE. Date: February 15, 2010 To: Sylvia Grady, Elgin Arts Showcase Supervisor From: Jennifer Quinton, Deputy City Clerk Subject: Resolution No. 10-37, Adopted at the January 27, 2010 Council Meeting Enclosed you will find the agreements listed below. Please retain a copy for your records. If you have any questions please feel free to contact our office 847-931-5660 and we will do our best to assist you. Thank you. ORGANIZATION PROJECT/OPT. SUPP. 1 Art For All Winter Show,Paint Your World Green 2 Ballet Folklorico Annual Dance Performance 3 Elgin Chapter Barbershop Harmony Spring Concert Society 4 Elgin Children's Chorus Isles of Song Concert 5 Elgin Choral Union Harmonies from Heaven Concert 6 Elgin Youth Symphony Orchestra Sacred Spaces Spiritual Music Concert 7 Elgin Theatre Company M*A*S*H* Production 8 Heartland Voices British Invasion Concert 9 Independent Players Comedies in Repertoire Theatrical Production 10 Janus Theatre Elgin Short Play Festival Resolution No. 10-37 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, in 2010 applications have been made for ten projects 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 be provided under the Cultural Arts Commission Grant Program to the following organizations: The following projects are recommended for funding by the Cultural Arts Commission: ORGANIZATION PROJECT/OPT.ST'PP. ,WART 1 Art For All Winter Show, Paint Your World Green $1.310 2 Ballet Folklorico Annual Dance Performance $4,781 &Elgin Chapter Barbershop Harmony Society. Spring Concert $1,036 1'Igin Childreii'iM6rus Isles of Song Concert $2,716 5 Elgin Choral Union Harmonies from Heaven Concert $2,331 6 Elgin Youth Symphony Orchestra Sacred Spaces Spiritual Music Concert $2,653 7 Elgin Theatre Company M*A*S*H* Production $3,564 8 Heartland Voices British Invasion Concert $3,878 9 Independent Players Comedies in Repertoire Theatrical Production $2,784 10 Janus Theatre Elgin Short Play Festival $3,500 Total $28,553 BE IT FURTHER RESOLVED that the projects shall be in conformance with all applicable codes and ordinances. s/ Ed Schock Ed Schock, Mayor Presented: February 10, 2010 Adopted: February 10, 2010 Omnibus Vote: Yeas: 7 Nays: 0 Attest: s/Diane Robertson Diane Robertson, City Clerk t 1/21/10 CULTURAL ARTS COMMISSION GRANT AGREEMENT THIS AGREEMENT is made and entered into this294-Aday of Jig ✓vte Y , 2010,by and between the CITY OF ELGIN, Illinois, a municipal corporation (hereinafter referred to as the "City"),and Elgin Chapter Barbershop Harmony Society,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 acknowledged,the parties hereto hereby agree as follows: 1. The Grantee shall provide all of the services pursuant to the terms and conditions and on the dates and times as described in the document entitled Elgin Chapter Barbershop Harmony Society - Scope of Services for 2010, Grant 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 Grantee represents and warrants that the Grantee 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 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 the Subject Services to be performed on other than City 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 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 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 One Thousand,and Thirty SixDollars($1,036.00).Such payment by the City to the Grantee shall be made on or before June 30, 2010. 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, 2010 and December 31, 2010. 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 monies 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 years deficit. 6. Prior to the 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 45 days of completion of the Subject Services,but no later than January 15,2011. 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 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, 2010,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 Commission's support shall be acknowledged on all print materials promoting the Grantee's -2- 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,approval by the Public Information Officer of the City is required prior to printing. 10. The term of this agreement shall commence from the date of the execution hereof and continue through December 31, 2010. 11. This agreement shall not be construed so as to create a partnership,joint venture, employment or other agency relationship between the parties hereto. Grantee understands and agrees that 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 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. In the event any legal action is brought by the City for the enforcement of any of the obligations of the this agreement and the is the prevailingpartyin such action, the Cityshall also be Grantee in t sCity entitled to recover from the Grantee reasonable interest and reasonable attorney's fees. 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 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 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. 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 worker's compensation claims, in any way resulting from or arising out of negligent actions or omissions of the Grantee in connection herewith,including negligence or omissions or 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 -3- 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 made possible or resulting from this Agreement, there shall be no discrimination against any employee or applicant for employment because of sex, age, race, color, creed,national origin,marital status,of the presence of any sensory,mental or physical handicap,unless based upon a bona fide occupational qualification,and this requirement shall apply to,but not be limited to,the following: employment advertising,layoff or termination,rates of pay or other forms of compensation and selection for training, including apprenticeship. 18. No person shall be denied or subjected to discrimination in receipt of the benefit of any services or activities made possible by or resulting from this Agreement on the grounds of sex, race,color,creed,national origin,age except minimum age and retirement provisions,marital status or the presence of any sensory,mental or physical handicap. Any violation of this provision shall be considered a violation of a material provision of this Agreement and shall be grounds for cancellation, termination or suspension, in whole or in part, 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 written amendment duly executed by the parties. Each party agrees that no representations or warranties shall be binding upon the other party unless expressed in writing herein or in a duly executed amendment hereof. 21. This Agreement shall be deemed to have been made in, and shall be construed in accordance with the laws of the State of Illinois. Venue for the resolution of any disputes or the enforcement of any rights pursuant to this agreement shall be in the Circuit Court of Kane County, Illinois. 22. The 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: -4- 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 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. 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 section shall survive any expiration, completion and/or termination of this agreement. 26. Notwithstanding anything to the contrary in this agreement,with the sole exception of the monies the City has agreed to pay the Grantee pursuant to Section 4 hereof, no action shall be commenced by the Grantee, any related persons or entities, and/or any of their successors and/or assigns, against the City for monetary damages. The provisions of this section shall survive any expiration, completion and/or termination of this agreement. 27. 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: -5- • As to the City: As to Grantee: City of Elgin Elgin Chapter Barbershop Harmony 150 Dexter Court Society Elgin, IL 60120-5555 1227 South Sixth Street Attention: Rick Kozal St. Charles, Illinois 60174 Assistant City Manager With a copy to: William A. Cogley, Corporation Counsel City of Elgin 150 Dexter Court Elgin, IL 60120-5555 28. This agreement is and shall be deemed to construe 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. 29. This agreement shall be binding on the parties hereto and their respective successors and permitted assigns. This agreement and the obligations herein may not be assigned by the Grantee without the express written consent of the City which consent may be withheld at the sole discretion of the City. SIGNATURE PAGE FOLLOWS -6- IN WITNESS WHEREOF,the undersigned have entered into executed this agreement on the date and year first written above. CITY OF ELGIN, a municipal (GRANTEE) Corporation By: 1410,4.. 11-A., By:anager Attest: City Clerk F:\Legal Dept\Agreement\CULTURAL ARTS COMM GRANT AGRT-clean 1-21-09.doc -7- EXHIBIT A DESCRIPTION OF SERVICES TO BE PROVIDED BY GRANTEE The Fox Valley Men of Harmony men's Barbershop chorus of Elgin will put on an afternoon show for the city of Elgin on May 1, 2010 at Larkin H.S. Male and female, youth and adult choruses and quartets will come together on stage and present music in the Barbershop Style for the entertainment for all ages. -8- OF El. City of Elgin Memorandum ..,OKAYED 4E0y Date: February 15, 2010 To: Sylvia Grady, Elgin Arts Showcase Supervisor From: Jennifer Quinton, Deputy City Clerk Subject: Resolution No. 10-37, Adopted at the January 27, 2010 Council Meeting Enclosed you will find the agreements listed below. Please retain a copy for your records. If you have any questions please feel free to contact our office 847-931-5660 and we will do our best to assist you. Thank you. ORGANIZATION PROJECT/OPT. SUPP. 1 Art For All Winter Show, Paint Your World Green 2 Ballet Folklorico Annual Dance Performance 3 Elgin Chapter Barbershop Harmony Spring Concert Society 4 Elgin Children's Chorus Isles of Song Concert 5 Elgin Choral Union Harmonies from Heaven Concert 6 Elgin Youth Symphony Orchestra Sacred Spaces Spiritual Music Concert 7 Elgin Theatre Company M*A*S*H* Production 8 Heartland Voices British Invasion Concert 9 Independent Players Comedies in Repertoire Theatrical Production 10 Janus Theatre Elgin Short Play Festival r Resolution No. 10-37 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, in 2010 applications have been made for r ten projects 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 be provided under the Cultural Arts Commission Grant Program to the following organizations: The following projects are recommended for funding by the Cultural Arts Commission: ORGANIZATION PROJECT/OPT.St1PP. AWARD I Art For All Winter Show, Paint Your World Green $1.310 2 Ballet Folklorico Annual Dance Performance $4,781 3 Elgin Chapter Barbershop Harmony Society Spring Concert $1,036 4 Elgin Children's Chorus Isles of Song Concert $2,716 5 Elg ra viol Harmonies from Heaven Concert $2,331 6 Elgin Youth Symphony Orchestra Sacred Spaces Spiritual Music Concert $2,653 7 Elgin Theatre Company M*A*S*H* Production $3,564 8 Heartland Voices British Invasion Concert $3,878 9 Independent Players Comedies in Repertoire Theatrical Production $2,784 10 Janus Theatre Elgin Short Play Festival $3,500 Tota I $28,553 BE IT FURTHER RESOLVED that the projects shall be in conformance with all applicable codes and ordinances. s/ Ed Schock Ed Schock, Mayor Presented: February 10, 2010 Adopted: February 10, 2010 Omnibus Vote: Yeas: 7 Nays: 0 Attest: s/Diane Robertson Diane Robertson, City Clerk 4 1/21/10 CULTURAL ARTS COMMISSION GRANT AGREEMENT THIS AGREEMENT is made and entered into this ag day of Jc. ar , 2010,by and between the CITY OF ELGIN, Illinois, a municipal corporation(hereinafter ref&ed to as the "City"),and Elgin Choral Union,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 acknowledged,the parties hereto hereby agree as follows: 1. The Grantee shall provide all of the services pursuant to the terms and conditions and on the dates and times as described in the document entitled "Elgin Choral Union" - Scope of Services for 2010, Grant 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 Grantee represents and warrants that the Grantee 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 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 the Subject Services to be performed on other than City 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 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 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 Two Thousand, Three Hundred and Thirty One Dollars ($2,331.00). Such payment by the City to the Grantee shall be made on or before June 30, 2010. • 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, 2010 and December 31, 2010. 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 monies 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 years deficit. 6. Prior to the 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 45 days of completion of the Subject Services,but no later than January 15,2011. 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 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, 2010,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 Commission's support shall be acknowledged on all print materials promoting the Grantee's -2- 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, approval by the Public Information Officer of the City is required prior to printing. 10. The term of this agreement shall commence from the date of the execution hereof and continue through December 31, 2010. 11. This agreement shall not be construed so as to create a partnership,joint venture, employment or other agency relationship between the parties hereto. Grantee understands and agrees that 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 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. 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 reasonable interest and reasonable attorney's fees. 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 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 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. 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 worker's compensation claims, in any way resulting from or arising out of negligent actions or omissions of the Grantee in connection herewith,including negligence or omissions or 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 -3- • 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 teen or provision of this Agreement or because of their execution, approval or attempted execution of this Agreement. 17. In all hiring or employment made possible or resulting from this Agreement, there shall be no discrimination against any employee or applicant for employment because of sex, age, race,color, creed,national origin,marital status,of the presence of any sensory,mental or physical handicap,unless based upon a bona fide occupational qualification,and this requirement shall apply to,but not be limited to,the following: employment advertising,layoff or termination,rates of pay or other forms of compensation and selection for training, including apprenticeship. 18. No person shall be denied or subjected to discrimination in receipt of the benefit of any services or activities made possible by or resulting from this Agreement on the grounds of sex, race,color,creed,national origin,age except minimum age and retirement provisions,marital status or the presence of any sensory,mental or physical handicap. Any violation of this provision shall be considered a violation of a material provision of this Agreement and shall be grounds for cancellation, termination or suspension, in whole or in part, 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 written amendment duly executed by the parties. Each party agrees that no representations or warranties shall be binding upon the other party unless expressed in writing herein or in a duly executed amendment hereof. 21. This Agreement shall be deemed to have been made in, and shall be construed in accordance with the laws of the State of Illinois. Venue for the resolution of any disputes or the enforcement of any rights pursuant to this agreement shall be in the Circuit Court of Kane County, Illinois. 22. The 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: -4- 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 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. 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 section shall survive any expiration, completion and/or termination of this agreement. 26. Notwithstanding anything to the contrary in this agreement,with the sole exception of the monies the City has agreed to pay the Grantee pursuant to Section 4 hereof,no action shall be commenced by the Grantee, any related persons or entities, and/or any of their successors and/or assigns, against the City for monetary damages. The provisions of this section shall survive any expiration, completion and/or termination of this agreement. 27. 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: -5- • • As to the City: As to Grantee: City of Elgin Elgin Choral Union 150 Dexter Court 1700 Spartan Drive Elgin, IL 60120-5555 Elgin, Illinois 60123 Attention: Rick Kozal Assistant City Manager With a copy to: William A. Cogley, Corporation Counsel City of Elgin 150 Dexter Court Elgin, IL 60120-5555 28. This agreement is and shall be deemed to construe 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. 29. This agreement shall be binding on the parties hereto and their respective successors and tee ito assigns. writs ��tenrconseent nt of the Citd the yations herein wh which consent m y be w not ithheld at hbe sole the Grantee without discretion of the City. SIGNATURE PAGE FOLLOWS -6- IN WITNESS WHEREOF,the undersigned have entered into executed this agreement on the date and year first written above. CITY OF ELGIN, a municipal (GRANTEE) Corporation By: By: ty Manager Attest: City Clerk F:\Legal Dept\Agreement\CULTURAL ARTS COMM GRANT AGRT-clean 1-21-09.doc -7- EXHIBIT A DESCRIPTION OF SERVICES TO BE PROVIDED BY GRANTEE a� aO\O C.�hcxr� AO(vYNelviCQ it.aC\Nw,ah� C. A\\ IU +'k VW)1I -8- 4OFEt.0 \ti Memorandum 0 City of Elgin � -. L' Date: February 15, 2010 To: Sylvia Grady, Elgin Arts Showcase Supervisor From: Jennifer Quinton, Deputy City Clerk Subject: Resolution No. 10-37, Adopted at the January 27, 2010 Council Meeting Enclosed you will find the agreements listed below. Please retain a copy for your records. If you have any questions please feel free to contact our office 847-931-5660 and we will do our best to assist you. Thank you. ORGANIZATION PROJECT/OPT. SUPP. 1 Art For All Winter Show, Paint Your World Green 2 Ballet Folklorico Annual Dance Performance 3 Elgin Chapter Barbershop Harmony Spring Concert Society 4 Elgin Children's Chorus Isles of Song Concert 5 Elgin Choral Union Harmonies from Heaven Concert 6 Elgin Youth Symphony Orchestra Sacred Spaces Spiritual Music Concert 7 Elgin Theatre Company M*A*S*H* Production 8 Heartland Voices British Invasion Concert 9 Independent Players Comedies in Repertoire Theatrical Production 10 Janus Theatre Elgin Short Play Festival Resolution No. 10-37 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, in 2010 applications have been made for ten projects 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 be provided under the Cultural Arts Commission Grant Program to the following organizations: The following projects are recommended for funding by the Cultural Arts Commission: ORGANIZATION PROJECT/OPT.SUI'P. AWARD 1 Art For All Winter Show, Paint Your World Green $1.310 2 Ballet Folklorico Annual Dance Performance $4,781 3 El in Chapter Barbershop Harmony Society Spring Concert $1,036 4 Elgin ehilaren's Chorus' Isles of Song Concert $2,716 5 Elgin Choral Union Harmonies from Heaven Concert $2,331 6 Elgin Youth Symphony Orchestra Sacred Spaces Spiritual Music Concert $2,653 7 Elgin Theatre Company M*A*S*H* Production $3,564 8 Heartland Voices British Invasion Concert $3,878 9 Independent Players Comedies in Repertoire Theatrical Production $2,784 10 Janus Theatre Elgin Short Play Festival $3,500 Total $28,553 BE IT FURTHER RESOLVED that the projects shall be in conformance with all applicable codes and ordinances. s/ Ed Schock Ed Schock, Mayor Presented: February 10, 2010 Adopted: February 10, 2010 Omnibus Vote: Yeas: 7 Nays: 0 Attest: s/Diane Robertson Diane Robertson, City Clerk 1/21/10 CULTURAL ARTS COMMISSION GRANT AGREEMENT THIS AGREEMENT is made and entered into this 29 day of 14mvA2 y , 2010,by and between the CITY OF ELGIN, Illinois, a municipal corporation(hereinafter referred to as the "City"),and Elgin Children's Chorus,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 acknowledged,the parties hereto hereby agree as follows: 1. The Grantee shall provide all of the services pursuant to the terms and conditions and on the dates and times as described in the document entitled"Elgin Children's Chorus"-Scope of Services for 2010, Grant 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 Grantee represents and warrants that the Grantee 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 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 the Subject Services to be performed on other than City 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 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 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 Two Thousand, Seven Hundred and Sixteen Dollars ($2,716.00). Such payment by the City to the Grantee shall be made on or before June 30, 2010. 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, 2010 and December 31, 2010. 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 monies 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 years deficit. 6. Prior to the 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 45 days of completion of the Subject Services,but no later than January 15,2011. 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 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 31,2010,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 Commission's support shall be acknowledged on all print materials promoting the Grantee's -2- 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, approval by the Public Information Officer of the City is required prior to printing. 10. The term of this agreement shall commence from the date of the execution hereof and continue through December 31, 2010. 11. This agreement shall not be construed so as to create a partnership,joint venture, employment or other agency relationship between the parties hereto. Grantee understands and agrees that 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 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. 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 reasonable interest and reasonable attorney's fees. 13. Notwithstanding any other provision hereof,the City may t-iuuiinate 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 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 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. 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 worker's compensation claims, in any way resulting from or arising out of negligent actions or omissions of the Grantee in connection herewith,including negligence or omissions or 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 -3- • 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 made possible or resulting from this Agreement, there shall be no discrimination against any employee or applicant for employment because of sex, age, race,color,creed,national origin,marital status,of the presence of any sensory,mental or physical handicap,unless based upon a bona fide occupational qualification,and this requirement shall apply to,but not be limited to,the following:employment advertising,layoff or termination,rates of pay or other forms of compensation and selection for training, including apprenticeship. 18. No person shall be denied or subjected to discrimination in receipt of the benefit of any services or activities made possible by or resulting from this Agreement on the grounds of sex, race,color,creed,national origin,age except minimum age and retirement provisions,marital status or the presence of any sensory,mental or physical handicap. Any violation of this provision shall be considered a violation of a material provision of this Agreement and shall be grounds for cancellation, termination or suspension, in whole or in part, 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 written amendment duly executed by the parties. Each party agrees that no representations or warranties shall be binding upon the other party unless expressed in writing herein or in a duly executed amendment hereof. 21. This Agreement shall be deemed to have been made in, and shall be construed in accordance with the laws of the State of Illinois. Venue for the resolution of any disputes or the enforcement of any rights pursuant to this agreement shall be in the Circuit Court of Kane County, Illinois. 22. The 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: -4- • 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 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. 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 section shall survive any expiration, completion and/or termination of this agreement. 26. Notwithstanding anything to the contrary in this agreement,with the sole exception of the monies the City has agreed to pay the Grantee pursuant to Section 4 hereof, no action shall be commenced by the Grantee, any related persons or entities, and/or any of their successors and/or assigns, against the City for monetary damages. The provisions of this section shall survive any expiration, completion and/or termination of this agreement. 27. 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: -5- As to the City: As to Grantee: City of Elgin Elgin Children's Chorus 150 Dexter Court 1700 Spartan Drive Elgin, IL 60120-5555 Elgin, Illinois 60123 Attention: Rick Kozal Assistant City Manager With a copy to: William A. Cogley, Corporation Counsel City of Elgin 150 Dexter Court Elgin, IL 60120-5555 28. This agreement is and shall be deemed to construe 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. 29. This agreement shall be binding on the parties hereto and their respective successors and permitted assigns. This agreement and the obligations herein may not be assigned by the Grantee without the express written consent of the City which consent may be withheld at the sole discretion of the City. SIGNATURE PAGE FOLLOWS -6- IN WITNESS WHEREOF,the undersigned have entered into executed this agreement on the date and year first written above. CITY OF ELGIN, a municipal (GRANTEE) Corporation By: By: alr.-rE Ipk", City anager Attest: City Clerk F:\Legal Dept\Agreement\CULTURAL ARTS COMM GRANT AGRT-clean 1-21-09.doc -7- EXHIBIT A DESCRIPTION OF SERVICES TO BE PROVIDED BY GRANTEE The Elgin Children's Chorus will produce and perform Isles of Song Concert. -8- • E. `�,;oF... `c' Memorandum City of Elgin RATED FEO'. Date: February 15, 2010 To: Sylvia Grady, Elgin Arts Showcase Supervisor From: Jennifer Quinton, Deputy City Clerk Subject: Resolution No. 10-37, Adopted at the January 27, 2010 Council Meeting Enclosed you will find the agreements listed below. Please retain a copy for your records. If you have any questions please feel free to contact our office 847-931-5660 and we will do our best to assist you. Thank you. ORGANIZATION PROJECT/OPT. SUPP. 1 Art For All Winter Show, Paint Your World Green 2 Ballet Folklorico Annual Dance Performance 3 Elgin Chapter Barbershop Harmony Spring Concert Society 4 Elgin Children's Chorus Isles of Song Concert 5 Elgin Choral Union Harmonies from Heaven Concert 6 Elgin Youth Symphony Orchestra Sacred Spaces Spiritual Music Concert 7 Elgin Theatre Company M*A*S*H* Production 8 Heartland Voices British Invasion Concert 9 Independent Players Comedies in Repertoire Theatrical Production 10 Janus Theatre Elgin Short Play Festival Resolution No. 10-37 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, in 2010 applications have been made for ten projects 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 be provided under the Cultural Arts Commission Grant Program to the following organizations: The following projects are recommended for funding by the Cultural Arts Commission: ORGANIZATION PROJECT/OPT.St PP• AWARD 1 Art For All Winter Show, Paint Your World Green $1.310 2 Ballet Folklorico Annual Dance Performance $4,781 3 Elgin Chapter Barbershop Harmony Society Spring Concert $1,036 4 Elgin Children's Chorus Isles of Song Concert $2,716 5 Elgin Choral Union Harmonies from Heaven Concert $2,331 6 Elgin Youth Symphony Orchestear Sacred Spaces Spiritual Music Concert $2,653 7 Elgin Theatre Company M*A*S*H* Production $3,564 8 Heartland Voices British Invasion Concert $3,878 9 Independent Players Comedies in Repertoire Theatrical Production $2,784 10 Janus Theatre Elgin Short Play Festival $3,500 Total $28,553 BE IT FURTHER RESOLVED that the projects shall be in conformance with all applicable codes and ordinances. s/ Ed Schock Ed Schock, Mayor Presented: February 10, 2010 Adopted: February 10, 2010 Omnibus Vote: Yeas: 7 Nays: 0 Attest: s/Diane Robertson , Diane Robertson, City Clerk SCANNED 1/21/10 CULTURAL ARTS COMMISSION GRANT AGREEMENT THIS AGREEMENT is made and entered into this a9' day of J ,wa,- , 2010, by and between the CITY OF ELGIN, Illinois, a municipal corporation(hereinafter ieferred to as the "City"),and Elgin Youth Symphony Orchestra,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 acknowledged, the parties hereto hereby agree as follows: 1. The Grantee shall provide all of the services pursuant to the terms and conditions and on the dates and times as described in the document entitled"E1ein Youth Symphony Orchestra"- Scope of Services for 2010, Grant 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 Grantee represents and warrants that the Grantee 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 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 the Subject Services to be performed on other than City properties, the Grantee warrants and agrees to maintain all facilities and equipment used in the performing ofthe 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 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 supervision and control,all facilities with due care,and to report all defects in or damage to any such facilities,and the cause thereof,ifknown, 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 Two Thousand, Six Hundred and Fifty Three Dollars ($2,653.00). Such payment by the City to the Grantee shall be made on or before June 30, 2010. 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 1,2010 and December 31,2010. All funds awarded pursuant to this agreement shall be expended in accordance with the terms and provisions of this agreement and ofthe City's Cultural Arts Commission Grant Program. The Grantee shall apply the monies 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 years deficit. 6. Prior to the 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 45 days of completion of the Subject Services,but no later than January 15,2011. 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 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, 2010,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 Commission's support shall be acknowledged on all print materials promoting the Grantee's -2- 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,approval by the Public Information Officer of the City is required prior to printing. 10. The term of this agreement shall commence from the date of the execution hereof and continue through December 31, 2010. 11. This agreement shall not be construed so as to create a partnership,joint venture, employment or other agency relationship between the parties hereto. Grantee understands and agrees that 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 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 ofthe agreement,the other party may terminate this agreement. 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 reasonable interest and reasonable attorney's fees. 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 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 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. 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 worker's compensation claims, in any way resulting from or arising out of negligent actions or omissions of the Grantee in connection herewith,including negligence or omissions or 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 -3- 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 ofnot 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 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 ofpay or other forms of compensation and selection for training, including apprenticeship. 18. No person shall be denied or subjected to discrimination in receipt ofthe benefit ofany 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 ofthis 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 written amendment duly executed by the parties. Each party agrees that no representations or warranties shall be binding upon the other party unless expressed in writing herein or in a duly executed amendment hereof. 21. This Agreement shall be deemed to have been made in, and shall be construed in accordance with the laws of the State of Illinois. Venue for the resolution of any disputes or the enforcement of any rights pursuant to this agreement shall be in the Circuit Court of Kane County, Illinois. 22. The 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: -4- • 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 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. 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 section shall survive any expiration, completion and/or termination of this agreement. 26. Notwithstanding anything to the contrary in this agreement,with the sole exception of the monies the City has agreed to pay the Grantee pursuant to Section 4 hereof no action shall be commenced by the Grantee, any related persons or entities, and/or any of their successors and/or assigns, against the City for monetary damages. The provisions of this section shall survive any expiration, completion and/or termination of this agreement. 27. 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: -5- L y , As to the City: As to Grantee: City of Elgin Elgin Youth Symphony Orchestra 150 Dexter Court 1700 Spartan Drive Elgin, IL 60120-5555 Elgin, Illinois 60123 Attention: Rick Kozal Assistant City Manager With a copy to: William A. Cogley, Corporation Counsel City of Elgin 150 Dexter Court Elgin, IL 60120-5555 28. This agreement is and shall be deemed to construe 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. 29. This agreement shall be binding on the parties hereto and their respective successors and permitted assigns. This agreement and the obligations herein may not be assigned by the Grantee without the express written consent of the City which consent may be withheld at the sole discretion of the City. SIGNATURE PAGE FOLLOWS -6- . IN WITNESS WHEREOF,the undersigned have entered into executed this agreement on the date and year first written above. CITY OF ELGIN, a municipal (GRANTEE) Corporation By: d. er By: y Manager Attest: ._,...,1/4s,,:j.,..\ it\1/4.),..au=z37= City Clerk F:\Legal Dept\Agreement\CULTURAL ARTS COMM GRANT AGRT-clean 1-21-09.doc -7- EXHIBIT A DESCRIPTION OF SERVICES TO BE PROVIDED BY GRANTEE �d/D Sim ," 7 -8- • Memorandum City of Elgin 1 ry; �RATCovi.• Date: February 15, 2010 To: Sylvia Grady, Elgin Arts Showcase Supervisor From: Jennifer Quinton, Deputy City Clerk Subject: Resolution No. 10-37, Adopted at the January 27, 2010 Council Meeting Enclosed you will find the agreements listed below. Please retain a copy for your records. If you have any questions please feel free to contact our office 847-931-5660 and we will do our best to assist you. Thank you. ORGANIZATION PROJECT/OPT. SUPP. 1 Art For All Winter Show, Paint Your World Green 2 Ballet Folklorico Annual Dance Performance 3 Elgin Chapter Barbershop Harmony Spring Concert Society 4 Elgin Children's Chorus Isles of Song Concert 5 Elgin Choral Union Harmonies from Heaven Concert 6 Elgin Youth Symphony Orchestra Sacred Spaces Spiritual Music Concert 7 Elgin Theatre Company M*A*S*H* Production 8 Heartland Voices British Invasion Concert 9 Independent Players Comedies in Repertoire Theatrical Production 10 Janus Theatre Elgin Short Play Festival Resolution No. 10-37 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, in 2010 applications have been made for ten projects 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 be provided under the Cultural Arts Commission Grant Program to the following organizations: The following projects are recommended for funding by the Cultural Arts Commission: ORGANIZATION PROJECT/OPT.SUPP. AWARD 1 Art For All Winter Show, Paint Your World Green $1.310 2 Ballet Folklorico Annual Dance Performance $4,781 3 Elgin Chapter Barbershop Harmony Society Spring Concert $1,036 4 Elgin Children's Chorus Isles of Song Concert $2,716 5 Elgin Choral Union Harmonies from Heaven Concert $2,331 6 El in Youth Symphony Orchestra Sacred Spaces Spiritual Music Concert $2,653 g n a tre Compaq M*A*S*H* Production $3,564 8 Heartland Voices British Invasion Concert $3,878 9 Independent Players Comedies in Repertoire Theatrical Production $2,784 10 Janus Theatre Elgin Short Play Festival $3,500 Total $28,553 BE IT FURTHER RESOLVED that the projects shall be in conformance with all applicable codes and ordinances. s/ Ed Schock Ed Schock, Mayor Presented: February 10, 2010 Adopted: February 10, 2010 Omnibus Vote: Yeas: 7 Nays: 0 Attest: s/Diane Robertson Diane Robertson, City Clerk 1/21/10 CULTURAL ARTS COMMISSION GRANT AGREEMENT THIS AGREEMENT is made and entered into this2 y day of CGo , 2010, by and between the CITY OF ELGIN, Illinois, a municipal corporation(hereinafter ferred to as the "City"), and Elgin Theatre Company, 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 acknowledged, the parties hereto hereby agree as follows: 1. The Grantee shall provide all of the services pursuant to the terms and conditions and on the dates and times as described in the document entitled"Elgin Theatre Company"-Scope of Services for 2010, Grant 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 Grantee represents and warrants that the Grantee 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 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 the Subject Services to be performed on other than City properties, the Grantee warrants and agrees to maintain all facilities and equipment used in the performing ofthe 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 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 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 Three Thousand, Five Hundred and Sixty Four Dollars ($3,564.00). Such payment by the City to the Grantee shall be made on or before June 30, 2010. ' • 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 1,2010 and December 31,2010. All funds awarded pursuant to this agreement shall be expended in accordance with the terms and provisions of this agreement and ofthe City's Cultural Arts Commission Grant Program. The Grantee shall apply the monies 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 years deficit. 6. Prior to the 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 45 days of completion of the Subject Services,but no later than January 15,2011. 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 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, 2010,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 Commission's support shall be acknowledged on all print materials promoting the Grantee's -2- 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,approval by the Public Information Officer of the City is required prior to printing. 10. The term of this agreement shall commence from the date of the execution hereof and continue through December 31, 2010. 11. This agreement shall not be construed so as to create a partnership,joint venture, employment or other agency relationship between the parties hereto. Grantee understands and agrees that 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 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. 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 reasonable interest and reasonable attorney's fees. 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 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 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. 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 worker's compensation claims, in any way resulting from or arising out of negligent actions or omissions of the Grantee in connection herewith,including negligence or omissions or 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 -3- 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 connectionSubject the Services with limits ofnot 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 made possible or resulting from this Agreement,there shall be no discrimination against any employee or applicant for employment nt 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 ofpay or other forms of compensation and selection for training, including apprenticeship. 18. No person shall be denied or subjected to discrimination in receipt ofthe 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 o f 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 written amendment duly executed by the parties. Each party agrees that no representations or warranties shall be binding upon the other party unless expressed in writing herein or in a duly executed. amendment hereof. 21. This Agreement shall be deemed to have been made in, and shall be construed in accordance with the laws of the State of Illinois. Venue for the resolution of any disputes or the enforcement of any rights pursuant to this agreement shall be in the Circuit Court of Kane County, Illinois. 22. The 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: -4- 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 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. 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 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. Notwithstanding anything to the contrary in this agreement,with the sole exception of the monies the City has agreed to pay the Grantee pursuant to Section 4 hereof, no action shall be commenced by the Grantee, any related persons or entities, and/or any of their successors and/or assigns, against the City for monetary damages. The provisions of this section shall survive any expiration, completion and/or termination of this agreement. 27. 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: -5- As to the City: As to Grantee: City of Elgin Elgin Theatre Company 150 Dexter Court P.O. Box 208 Elgin, IL 60120-5555 Elgin, Illinois 60121 Attention: Rick Kozal Assistant City Manager With a copy to: William A. Cogley, Corporation Counsel City of Elgin 150 Dexter Court Elgin, IL 60120-5555 28. This agreement is and shall be deemed to construe 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. 29. This agreement shall be binding on the parties hereto and their respective successors and permitted assigns. This agreement and the obligations herein may not be assigned by the Grantee without the express written consent of the City which consent may be withheld at the sole discretion of the City. SIGNATURE PAGE FOLLOWS -6- IN WITNESS WHEREOF,the undersigned have entered into executed this agreement on the date and year first written above. CITY OF ELGIN, a municipal (GRANTEE) Corporation By: i1-1 4• �C1 By: 2 tty Manager I Attest: City Clerk F:\Legal Dept\Agreement\CULTURAL ARTS COMM GRANT AGRT-clean 1-21-09.doc -7- EXHIBIT A DESCRIPTION OF SERVICES TO BE PROVIDED BY GRANTEE f}---1-671-)A //-Ctt • -8- �� ofE.40 yti Memorandum ar- , ` City of Elgin kr6. L ►' •ORA TED it! ti Date: February 15, 2010 To: Sylvia Grady, Elgin Arts Showcase Supervisor From: Jennifer Quinton, Deputy City Clerk Subject: Resolution No. 10-37, Adopted at the January 27, 2010 Council Meeting Enclosed you will find the agreements listed below. Please retain a copy for your records. If you have any questions please feel free to contact our office 847-931-5660 and we will do our best to assist you. Thank you. ORGANIZATION PROJECT/OPT. SUPP. 1 Art For All Winter Show, Paint Your World Green 2 Ballet Folklorico Annual Dance Performance 3 Elgin Chapter Barbershop Harmony Spring Concert Society 4 Elgin Children's Chorus Isles of Song Concert 5 Elgin Choral Union Harmonies from Heaven Concert 6 Elgin Youth Symphony Orchestra Sacred Spaces Spiritual Music Concert 7 Elgin Theatre Company M*A*S*H* Production 8 Heartland Voices British Invasion Concert 9 Independent Players Comedies in Repertoire Theatrical Production 10 Janus Theatre Elgin Short Play Festival Resolution No. 10-37 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, in 2010 applications have been made for ten projects 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 be provided under the Cultural Arts Commission Grant Program to the following organizations: The following projects are recommended for funding by the Cultural Arts Commission: ORGANIZATION PROJECT/OPT.SUI'P. AWARD 1 Art For All Winter Show, Paint Your World Green $1.310 2 Ballet Folklorico Annual Dance Performance $4,781 3 Elgin Chapter Barbershop Harmony Society Spring Concert $1,036 4 Elgin Children's Chorus Isles of Song Concert $2,716 5 Elgin Choral Union Harmonies from Heaven Concert $2,331 6 Elgin Youth Symphony Orchestra Sacred Spaces Spiritual Music Concert $2,653 7 El«in Theatre Company M*A*S*H* Production $3,564 Wartlanditegair British Invasion Concert $3,878 9 Independent Players Comedies in Repertoire Theatrical Production $2,784 10 Janus Theatre Elgin Short Play Festival $3,500 Total $28,553 BE IT FURTHER RESOLVED that the projects shall be in conformance with all applicable codes and ordinances. s/ Ed Schock Ed Schock, Mayor Presented: February 10, 2010 Adopted: February 10, 2010 Omnibus Vote: Yeas: 7 Nays: 0 Attest: s/Diane Robertson Diane Robertson, City Clerk 1/21/10 CULTURAL ARTS COMMISSION GRANT AGREEMENT THIS AGREEMENT is made and entered into this g day of JA e I , 2010, by and between the CITY OF ELGIN, Illinois, a municipal corporation(hereinafter feferred to as the "City"), and Heartland Voices, 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 acknowledged, the parties hereto hereby agree as follows: 1. The Grantee shall provide all of the services pursuant to the terms and conditions and on the dates and times as described in the document entitled"Heartland Voices"-Scope of Services for 2010, Grant 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 Grantee represents and warrants that the Grantee 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 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 the Subject Services to be performed on other than City properties, the Grantee warrants and agrees to maintain all facilities and equipment used in the performing ofthe 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 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 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 Three Thousand, Eight Hundred and Seventy Eight Dollars ($3,878.00). Such payment by the City to the Grantee shall be made on or before June 30, 2010. • • 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 1,2010 and December 31,2010. All funds awarded pursuant to this agreement shall be expended in accordance with the terms and provisions of this agreement and ofthe City's Cultural Arts Commission Grant Program. The Grantee shall apply the monies 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 years deficit. 6. Prior to the 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 45 days of completion ofthe Subject Services, but no later than January 15,2011. 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 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 Department within forty-five 45 da s followingthe Fiscal Services ( ) Y 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 inthe 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, 2010,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 Commission's support shall be acknowledged on all print materials promoting the Grantee's -2- • 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,approval by the Public Information Officer of the City is required prior to printing. 10. The term of this agreement shall commence from the date of the execution hereof and continue through December 31, 2010. 11. This agreement shall not be construed so as to create a partnership,joint venture, employment or other agency relationship between the parties hereto. Grantee understands and agrees that 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 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 bythe other art f ult fails to within fifteen(15)days after notice thereof party party by reason of anyde a Y to comply with the conditions of the agreement,the other party may terminate this agreement. 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 reasonable interest and reasonable attorney's fees. 13. Notwithstanding any other provision hereof',the City may terminate this agreement at any upon u on thirty(30)days prior written notice to the Grantee. In the event this agreement is so terminated, the Grantee 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 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. 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 worker's compensation claims, in any way resulting from or arising out of negligent actions or omissions of the Grantee in connection herewith,including negligence or omissions or 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 -3- 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 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 ofpayor other forms of compensation and selection for training, including apprenticeship. 18. No person shall be denied or subjected to discrimination in receipt ofthe 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 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 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. gr 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: -4- 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 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. 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 cost associated with any such audit. The provisions of this section shall survive any expiration, completion and/or termination of this agreement. 26. Notwithstanding anything to the contrary in this agreement,with the sole exception of the monies the City has agreed to pay the Grantee pursuant to Section 4 hereof, no action shall be commenced by the Grantee, any related persons or entities, and/or any of their successors and/or assigns, against the City for monetary damages. The provisions of this section shall survive any expiration, completion and/or termination of this agreement. 27. 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: -5- As to the City: As to Grantee: City of Elgin Heartland Voices 150 Dexter Court ` P.O. Box 5484 Elgin, IL 60120-5555 Elgin, Illinois 60121 Attention: Rick Kozal Assistant City Manager With a copy to: William A. Cogley, Corporation Counsel City of Elgin 150 Dexter Court Elgin, IL 60120-5555 28. This agreement is and shall be deemed to construe 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. 29. This agreement shall be binding on the parties hereto and their respective successors and permitted assigns. This agreement and the obligations herein may not be assigned by the Grantee without the express written consent of the City which consent may be withheld at the sole discretion of the City. SIGNATURE PAGE FOLLOWS -6- IN WITNESS WHEREOF,the undersigned have entered into executed this agreement on the date and year first written above. CITY OF ELGIN, a municipal (GRANTEE) Corporation By: Ci Manager Attest: City lerk F:\Legal Dept\Agreement\CULTURAL ARTS COMM GRANT AGRT-clean 1-21-09.doc -7- EXHIBIT A DESCRIPTION OF SERVICES TO BE PROVIDED BY GRANTEE As a gift to the community, Heartland Voices presents British Invasion on Saturday, April 24, 2010 at the First United Methodist Church in Elgin and also on Sunday,April 25,2010 at St. Marcelline Catholic Church in Schaumburg FREE of charge. This concert ends our 11th Season and features the music of English composers George Frederic Handel and John Rutter and the Fox Valley Premiere of a newly commissioned work by American composer Eric Whitaker. -8- . w OF Memorandum City of Elgin Date: February 15, 2010 To: Sylvia Grady, Elgin Arts Showcase Supervisor From: Jennifer Quinton, Deputy City Clerk Subject: Resolution No. 10-37, Adopted at the January 27, 2010 Council Meeting Enclosed you will find the agreements listed below. Please retain a copy for your records. If you have any questions please feel free to contact our office 847-931-5660 and we will do our best to assist you. Thank you. ORGANIZATION PROJECT/OPT. SUPP. 1 Art For All Winter Show, Paint Your World Green 2 Ballet Folklorico Annual Dance Performance 3 Elgin Chapter Barbershop Harmony Spring Concert Society 4 Elgin Children's Chorus Isles of Song Concert 5 Elgin Choral Union Harmonies from Heaven Concert 6 Elgin Youth Symphony Orchestra Sacred Spaces Spiritual Music Concert 7 Elgin Theatre Company M*A*S*H* Production 8 Heartland Voices British Invasion Concert 9 Independent Players Comedies in Repertoire Theatrical Production 10 Janus Theatre Elgin Short Play Festival Resolution No. 10-37 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, in 2010 applications have been made for ten projects 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 be provided under the Cultural Arts Commission Grant Program to the following organizations: The following projects are recommended for funding by the Cultural Arts Commission: ORGANIZATION PROJECT/OPT.St IPP. AWARD 1 Art For All Winter Show, Paint Your World Green $1.310 2 Ballet Folklorico Annual Dance Performance $4,781 3 Elgin Chapter Barbershop Harmony Society Spring Concert $1,036 4 Elgin Children's Chorus Isles of Song Concert $2,716 5 Elgin Choral Union Harmonies from Heaven Concert $2,331 6 Elgin Youth Symphony Orchestra Sacred Spaces Spiritual Music Concert $2,653 7 Elgin Theatre Company M*A*S*H* Production $3,564 8 Heartland Voices British Invasion Concert $3,878 9 Independent Play" Comedies in Repertoire Theatrical Production $2,784 10 Janus Theatre Elgin Short Play Festival $3,500 Total $28,553 BE IT FURTHER RESOLVED that the projects shall be in conformance with all applicable codes and ordinances. s/ Ed Schock Ed Schock, Mayor Presented: February 10, 2010 Adopted: February 10, 2010 Omnibus Vote: Yeas: 7 Nays: 0 Attest: s/Diane Robertson Diane Robertson, City Clerk 1/21/10 CULTURAL ARTS COMMISSION GRANT AGREEMENT THIS AGREEMENT is made and entered into this 9Thday ofC)fJi)/j(Z , 2010, by and between the CITY OF ELGIN, Illinois, a municipal corporation(hereinafter rarred to as the "City"), and Independent Players, 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 acknowledged, the parties hereto hereby agree as follows: 1. The Grantee shall provide all ofthe services pursuant to the terms and conditions and on the dates and times as described in the document entitled "Independent Players" - Scope of Services for 2010, Grant 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 Grantee represents and warrants that the Grantee 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 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 the Subject Services to be performed on other than City properties, the Grantee warrants and agrees to maintain all facilities and equipment used in the performing ofthe 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 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 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 Two Thousand, Seven Hundred and Eighty Four Dollars ($2,784.00). Such payment by the City to the Grantee shall be made on or before June 30, 2010. 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 1,2010 and December 31,2010. All funds awarded pursuant to this agreement shall be expended in accordance with the terms and provisions of this agreement and ofthe City's Cultural Arts Commission Grant Program. The Grantee shall apply the monies 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 years deficit. 6. Prior to the 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 45 days of completion of the Subject Services,but no later than January 15,2011. Without limiting the foregoing,the Grantee shall also complete,maintain and submit to the Assistant City Manager ofthe City, or his designee, any and all records, reports and forms relating to the Subject Services in this agreement as 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, 2010, 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 Commission's support shall be acknowledged on all print materials promoting the Grantee's -2- 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,approval by the Public Information Officer of the City is required prior to printing. 10. The term ofthis agreement shall commence from the date ofthe execution hereofand continue through December 31, 2010. 11. This agreement shall not be construed so as to create a partnership, joint venture, employment or other agency relationship between the parties hereto. Grantee understands and agrees that 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 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. 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 reasonable interest and reasonable attorney's fees. 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 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 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. 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 worker's compensation claims, in any way resulting from or arising out of negligent actions or omissions of the Grantee in connection herewith, including negligence or omissions or agents of the Grantee arising out ofthe performance ofthis 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 -3- 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 ofthe City shall be charged personally or held contractually liable under any term or provision of this Agreement or because of their execution, approval or attempted execution of this Agreement. 17. In all hiring or employment made possible or resulting from this Agreement,there shall be no discrimination against any employee or applicant for employment because of sex, age, race, color, creed, national origin, marital status, of the presence of any sensory, mental or physical handicap, unless based upon a bona fide occupational qualification, and this requirement shall apply to,but not be limited to,the following: employment advertising, layoff or termination,rates ofpay or other forms of compensation and selection for training, including apprenticeship. 18. No person shall be denied or subjected to discrimination in receipt ofthe 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 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 ofthe parties on the subject matter hereof and may not be changed, modified, discharged or extended except by written amendment duly executed by the parties. Each party agrees that no representations or warranties shall be binding upon the other party unless expressed in writing herein or in a duly executed amendment hereof. 21. This Agreement shall be deemed to have been made in, and shall be construed in accordance with the laws of the State of Illinois. Venue for the resolution of any disputes or the enforcement of any rights pursuant to this agreement shall be in the Circuit Court of Kane County, Illinois. 22. The 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 followinginformation: � -4- 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 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. 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 section shall survive any expiration, completion and/or termination of this agreement. 26. Notwithstanding anything to the contrary in this agreement,with the sole exception of the monies the City has agreed to pay the Grantee pursuant to Section 4 hereof, no action shall be commenced by the Grantee, any related persons or entities, and/or any of their successors and/or assigns, against the City for monetary damages. The provisions of this section shall survive any expiration, completion and/or termination of this agreement. 27. 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: -5- As to the City: As to Grantee: City of Elgin Independent Players 150 Dexter Court 208 Lovell Street Elgin, IL 60120-5555 Elgin, Illinois 60120 Attention: Rick Kozal Assistant City Manager With a copy to: William A. Cogley, Corporation Counsel City of Elgin 150 Dexter Court Elgin, IL 60120-5555 28. This agreement is and shall be deemed to construe 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. 29. This agreement shall be binding on the parties hereto and their respective successors and permitted assigns. This agreement and the obligations herein may not be assigned by the Grantee without the express written consent of the City which consent may be withheld at the sole discretion of the City. SIGNATURE PAGE FOLLOWS -6- IN WITNESS WHEREOF,the undersigned have entered into executed this agreement on the date and year first written above. CITY OF ELGIN, a municipal (GRANTEE) Corporation BY: .���� .( ,lam� BYbir C Manager / oA i,. Attest: �K✓L/ City Clerk F:\Legal Dept\Agreement\CULTURAL ARTS COMM GRANT AGRT-clean 1-21-09.doc -7- EXHIBIT A DESCRIPTION OF SERVICES TO BE PROVIDED BY GRANTEE Independent Players will present The Beauty Part by S.J. Perelman the first three weekends in March, and a second production, The Country Wife by William Wycherley, which was to have been presented in repertoire with TBP later in the year. This change was necessitated by not being able to secure the talents of enough good people to cast both show (total of 30 people) due to people's fear of bad weather for traveling from several outlying suburbs. -8- • 44 OF F4 `: Memorandum -4< City of Elgin 12 + `�'PATEDFE�ry Date: February 15, 2010 To: Sylvia Grady, Elgin Arts Showcase Supervisor From: Jennifer Quinton, Deputy City Clerk Subject: Resolution No. 10-37, Adopted at the January 27, 2010 Council Meeting Enclosed you will find the agreements listed below. Please retain a copy for your records. If you have any questions please feel free to contact our office 847-931-5660 and we will do our best to assist you. Thank you. ORGANIZATION PROJECT/OPT. SUPP. 1 Art For All Winter Show, Paint Your World Green 2 Ballet Folklorico Annual Dance Performance 3 Elgin Chapter Barbershop Harmony Spring Concert Society 4 Elgin Children's Chorus Isles of Song Concert 5 Elgin Choral Union Harmonies from Heaven Concert 6 Elgin Youth Symphony Orchestra Sacred Spaces Spiritual Music Concert 7 Elgin Theatre Company M*A*S*H* Production 8 Heartland Voices British Invasion Concert 9 Independent Players Comedies in Repertoire Theatrical Production 10 Janus Theatre Elgin Short Play Festival Resolution No. 10-37 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, in 2010 applications have been made for ten projects 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 be provided under the Cultural Arts Commission Grant Program to the following organizations: The following projects are recommended for funding by the Cultural Arts Commission: ORGANIZATION PRO.IECF/OPT.SI PP. AWARD 1 Art For All Winter Show, Paint Your World Green $1.310 2 Ballet Folklorico Annual Dance Performance $4,781 3 Elgin Chapter Barbershop Harmony Society Spring Concert $1,036 4 Elgin Children's Chorus Isles of Song Concert $2,716 5 Elgin Choral Union Harmonies from Heaven Concert $2,331 6 Elgin Youth Symphony Orchestra Sacred Spaces Spiritual Music Concert $2,653 7 Elgin Theatre Company M*A*S*H* Production $3,564 8 Heartland Voices British Invasion Concert $3,878 9 Independent Players Comedies in Repertoire Theatrical Production $2,784 10 Janu$Thoatray Elgin Short Play Festival $3,500 Total $28,553 BE IT FURTHER RESOLVED that the projects shall be in conformance with all applicable codes and ordinances. s/ Ed Schock Ed Schock, Mayor Presented: February 10, 2010 Adopted: February 10, 2010 Omnibus Vote: Yeas: 7 Nays: 0 Attest: s/Diane Robertson Diane Robertson, City Clerk 1/21/10 CULTURAL ARTS COMMISSION GRANT AGREEMENT THIS AGREEMENT is made and entered into this 24 day of`��^�.y , 2010, by and between the CITY OF ELGIN, Illinois, a municipal corporation (hereinafter referred to as the "City"), and Janus Theatre,a not-for-profit corporation organized and existing under the laws ofthe 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 acknowledged, the parties hereto hereby agree as follows: 1. The Grantee shall provide all of the services pursuant to the terms and conditions and on the dates and times as described in the document entitled"Janus Theatre" - Scope of Services for 2010, Grant 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 ofthis agreement and the provisions in Exhibit A, 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 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 the Subject Services to be performed on other than City properties, the Grantee warrants and agrees to maintain all facilities and equipment used in the performing ofthe 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 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 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 Three Thousand, Five Hundred Dollars ($3,500.00). Such payment by the City to the Grantee shall be made on or before June 30, 2010. 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 1,2010 and December 31,2010. All funds awarded pursuant to this agreement shall be expended in accordance with the terms and provisions of this agreement and ofthe City's Cultural Arts Commission Grant Program. The Grantee shall apply the monies 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 years deficit. 6. Prior to the 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 45 days of completion of the Subject Services,but no later than January 15,2011. 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 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, 2010,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 Commission's support shall be acknowledged on all print materials promoting the Grantee's -2- 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,approval by the Public Information Officer of the City is required prior to printing. 10. The term of this agreement shall commence from the date of the execution hereof and continue through December 31, 2010. 11. This agreement shall not be construed so as to create a partnership,joint venture, employment or other agency relationship between the parties hereto. Grantee understands and agrees that 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 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 o f the agreement,the other party may terminate this agreement. 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 reasonable interest and reasonable attorney's fees. 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 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 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. 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 worker's compensation claims, in any way resulting from or arising out of negligent actions or omissions of the Grantee in connection herewith,including negligence or omissions or 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 -3- 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 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 ofpayor other forms of compensation and selection for training, including apprenticeship. 18. No person shall be denied or subjected to discrimination in receipt ofthe 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 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 written amendment duly executed by the parties. Each party agrees that no representations or warranties shall be binding upon the other party unless expressed in writing herein or in a duly executed amendment hereof. 21. This Agreement shall be deemed to have been made in, and shall be construed in accordance with the laws of the State of Illinois. Venue for the resolution of any disputes or the enforcement of any rights pursuant to this agreement shall be in the Circuit Court of Kane County, Illinois. 22. The 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: -4- • • 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 o f the United States. Grantee 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 Grantee to determine the Grantee's compliance with the provisions of this section. 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 cost associated with any such audit. The provisions of this section shall survive any expiration, completion and/or termination of this agreement. 26. Notwithstanding anything to the contrary in this agreement,with the sole exception of the monies the City has agreed to pay the Grantee pursuant to Section 4 hereof, no action shall be commenced by the Grantee, any related persons or entities, and/or any of their successors and/or assigns, against the City for monetary damages. The provisions of this section shall survive any expiration, completion and/or termination of this agreement. 27. 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: -5- As to the City: As to Grantee: City of Elgin Janus Theatre 150 Dexter Court 919 Prospect Blvd Elgin, IL 60120-5555 Elgin, Illinois 60120 Attention: Rick Kozal Assistant City Manager With a copy to: William A. Cogley, Corporation Counsel City of Elgin 150 Dexter Court Elgin, IL 60120-5555 28. This agreement is and shall be deemed to construe 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. 29. This agreement shall be binding on the parties hereto and their respective successors and permitted assigns. This agreement and the obligations herein may not be assigned by the Grantee without the express written consent of the City which consent maybe withheld at the sole discretion of the City. SIGNATURE PAGE FOLLOWS -6- IN WITNESS WHEREOF,the undersigned have entered into executed this agreement on the date and year first written above. CITY OF ELGIN, a municipal (GRANTEE) Corporation By: /41,64, ,� T/- s . _.,..-Q._-teli(...---'-'7 By: "Manager ^ Attest: City Clerk F:\Legal Dept\Ageement\CULTURAL ARTS COMM GRANT AGRT-clean 1-2 1-09.doc 1 -7- Grant Project Description—Janus Theatre 2010 To present new one-act plays in downtown Elgin. This project is open to all audiences. EXHIBIT A DESCRIPTION OF SERVICES TO BE PROVIDED BY GRANTEE -8- OFf4C. Memorandum City of Elgin ° �!PArai YE�ry Date: February 15, 2010 To: Sylvia Grady, Elgin Arts Showcase Supervisor From: Jennifer Quinton, Deputy City Clerk Subject: Resolution No. 10-37, Adopted at the January 27, 2010 Council Meeting Enclosed you will find the agreements listed below. Please retain a copy for your records. If youanyplease have questions feel free to contact our office 847-931-5660 and we will do our best to assist you. Thank you. ORGANIZATION PROJECT/OPT. SUPP. 1 Art For All Winter Show,Paint Your World Green 2 Ballet Folklorico Annual Dance Performance 3 Elgin Chapter Barbershop Harmony Spring Concert Society 4 Elgin Children's Chorus Isles of Song Concert 5 Elgin Choral Union Harmonies from Heaven Concert 6 Elgin Youth Symphony Orchestra Sacred Spaces Spiritual Music Concert 7 Elgin Theatre Company M*A*S*H* Production 8 Heartland Voices British Invasion Concert 9 Independent Players Comedies in Repertoire Theatrical Production 10 Janus Theatre Elgin Short Play Festival