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HomeMy WebLinkAbout10-67 Resolution No. 10-67 RESOLUTION AUTHORIZING EXECUTION OF AN ECONOMIC DEVELOPMENT SERVICES AGREEMENT WITH THE DOWNTOWN NEIGHBORHOOD ASSOCIATION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,ILLINOIS,that Sean R. Stegall,City Manager,and Diane Robertson,City Clerk,be and are hereby authorized and directed to execute an Economic Development Services Agreement on behalf of the City of Elgin with the Downtown Neighborhood Association for economic development services,a copy of which is attached hereto and made a part hereof by reference. s/Ed Schock Ed Schock, Mayor Presented: March 31, 2010 Adopted: March 31,2010 Vote: Yeas: 5 Nays: 1 Attest: s/Diane Robertson Diane Robertson, City Clerk ECONOMIC DEVELOPMENT SERVICES AGREEMENT This Service Agreement (Agreement) it made and entered into this 31 St day of March, 2010, by and between the City of Elgin, an Illinois municipal corporation (City), and the Downtown Neighborhood Association of Elgin, an Illinois not-for-profit corporation (DNA), establishes the terms and conditions under which DNA agrees to perform the eco- nomic development services for the City. Whereas, the City wishes to enhance the economic development of the City of El- gin and its individual residents and businesses; and Whereas, DNA is capable of providing expertise in the matter of economic devel- opment; and Whereas, DNA is ready, willing and able to provide particular attention and activities for the economic development of the City of Elgin; Now, therefore, in consideration of the mutual promises by DNA and the City to each other, the parties agree as follows: SECTION I Terms and Conditions 1 . Services: DNA will perform the services specified in Section II and provide the equip- ment, staff and materials to achieve them. In performing the Services under this Agreement, DNA is an independent contractor and not an employee of the City, and DNA will not hold itself out as any such employee. DNA has no authority to make any agreement or commitment on behalf of the City. 2. Term: The term of this Agreement shall commence on April 1 , 2010 and end on De- cember 31, 2011 . 3. Compensation: In consideration of the rendering of services by DNA under this Agreement, the City agrees to pay DNA $33,750 for each quarter year of service, payable quarterly as billed $33,750 on April 30, July 30 and October 30 and Janu- ary 30 for services provided by DNA for the term this Agreement remains in effect. The City, however, shall pay DNA the sum of $33,750 upon the execution of this Agree- ment for economic development services provided to the City during first quarter of 2010. In no event shall the City's payment to DNA exceed the amount of $270,000 during the term of this Agreement regardless of the actual costs incurred by DNA un- • less substantial modifications to the DNA Duties and Services identified in Section II of this Agreement are authorized in writing and approved by way of written amendment to this Agreement. 4. Reporting: DNA will provide the City with the following reports on a periodic basis, in addition to such other reports as may be requested by the City: a. Monthly Report: A written monthly report, including general financial information for the prior month (income statement and balance sheet), shall be forwarded to the city manager each month for inclusion in the city manager's report to the city council. The DNA's executive director and the city manager may amend the for- mat of this report from time to time as may be mutually agreed by the parties. b. Quarterly Report: DNA shall, on a quarterly basis, provide an oral report to the city council, to include but not be limited to prospect activity, challenges to economic development, local employment trends, coordinated efforts with other agencies and recommendations to improve the economic development climate. c. Audit: DNA shall provide a copy to the City of the auditor's opinion from its annual audit. 5. Notice of Claim: If DNA wishes to make a claim for additional compensation as a result of action taken by the City, DNA shall give written notice of its claim within 15 days af- ter occurrence of such action. No claim for additional compensation shall be valid un- less so made. Any changes in DNA's fee shall be valid only to the extent that such changes are included in writing signed by the City and DNA and approved by way of written amendment to this Agreement. 6. Indemnification: To the fullest extent permitted by law, DNA agrees to and shall in- demnify, defend and hold harmless the City, its officers, employees, agents, boards and commissions from and against any and all claims, suits, judgments, costs, attor- neys fees, damages or other relief, including but not limited to workers compensation claims, in any way resulting from or arising out of negligent actions or omissions of the DNA in connection herewith, including negligence or omissions of employees or agents of DNA arising out of the performance of this Agreement. In the event of any action against the City, its officers, employees, agents, boards or commissions, cov- ered by the foregoing duty to indemnify, defend and hold harmless such action shall be defended by legal counsel of the City's choosing. The provisions of this paragraph shall survive any expiration, completion and/or termination of this Agreement. 7. No Personal Liability: 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. 2 • 8. Insurance: a. Comprehensive Liability: DNA shall provide, pay for and maintain in effect, during the term of this Agreement, a policy of comprehensive general liability insurance with limits of at least $1 ,000,000 aggregate for bodily injury and $1 ,000,000 ag- gregate for property damage. DNA shall deliver to the City a certificate of insur- ance naming the City as additional insured. The policy shall not be modified or terminated without thirty (30) days prior written notice to the City. The certificate of insurance that shall include the obligation assumed by the DNA under paragraph 6 of Section I of this Agreement entitled "Indemnification" shall be provided. This insurance shall apply as primary insurance with respect to any other insurance or self-insurance programs afforded to the City. There shall be no endorsement or modification of this insurance to make it excess over other available insurance, al- ternatively, if the insurance states that it is excess or prorated, it shall be endorsed to be primary with respect to the City. b. Comprehensive Automobile Liability: Comprehensive Automobile Liability Insur- ance covering all owned, non-owned and hired motor vehicles with limits of not less than $500,000 per occurrence for damage to property. c. Combined Single Limit Policy: The requirements for insurance coverage for the general liability and auto exposures may be met with a combined single limit of $1 ,000,000 per occurrence subject to a $1,000,000 aggregate. d. Professional Liability: DNA shall carry, when applicable, professional Liability In- surance covering claims resulting from error, omissions or negligent acts with a combined single limit of not less than $1,000,000 per occurrence. A certificate of insurance shall be submitted to the City as evidence of insurance protection. The policy shall not be modified or terminated without thirty (30) days prior written no- tice to the City. 9. Nondiscrimination: 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. 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 re- tirement provisions, marital status or the presence of any sensory, mental or physical 3 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 sus- pension, in whole or in part, of the Agreement by the City. 10. Assignment and Successors: This Agreement and each and every portion thereof shall be binding upon the successors and the assigns of the parties hereto; provided, how- ever, that no assignment shall be made without the prior written consent of the City which consent may be withheld at the sole discretion of the City. 11 . Delegations and Subcontractors: Any assignment, delegation or subcontracting shall be subject to all the terms, conditions and other provisions of this Agreement and DNA shall remain liable to the City with respect to each and every item, condition and other provision hereof to the same extent that the DNA would have been obligated if it had done the work itself and no assignment, delegation or subcontract had been made. Any proposed subcontractor shall require the City's advanced written approval. 12. Cooperation with Other Economic Development-Related Boards and Agencies: DNA shall cooperate with any other economic development-related boards and agencies under the City's employ, including but not limited to the Elgin Area Chamber of Com- merce and Elgin Area Convention and Visitor's Bureau, or with any economic devel- opment-related board, agency or professional performing work associated with this Agreement. 13. No Co-Partnership or Agency: This Agreement shall not be construed so as to create a partnership, joint venture, employment or other agency relationship between the parties hereto. 14. Severability: The parties intend and agreed that, if any paragraph, sub-paragraph, phrase, clause or otherprovision of this Agreement, or anyportion thereof, shall be p � 9 � held to be void or otherwise unenforceable, all other portions of this Agreement shall remain in full force and effect. 15. Headings: The headings of the several paragraphs of this Agreement are inserted only as a matter of convenience and for reference and in no way are they intended to de- fine, limit or describe the scope of intent of any provision of this Agreement, nor shall they be construed to affect in any manner the terms and provisions hereof or the in- terpretation or construction thereof. 16. Modification or Amendment: This Agreement and its attachments constitutes the en- tire 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, or change order as herein provided. 4 17. Notices: The City and DNA shall each appoint a contact for all written communications between the parties. For the City, all notices shall be sent to: City Manager, City of El- gin, 150 Dexter Court, Elgin, Illinois, 60120. For DNA, all notices shall be sent to: Ex- ecutive Director, Downtown Neighborhood Association of Elgin, 2 Douglas Avenue, Elgin, IL, 60120. The parties shall apprise each other of changes in contact informa- tion as may occur from time to time. All notices, reports and documents sent pursuant to this Agreement shall be mailed to the above addresses by First Class Mail, postage prepaid. 18. Confidentiality: It is recognized that the handling of prospect information requires ac- cess to confidential information. As such, DNA shall maintain all prospect information in confidence. DNA shall provide confidential prospect information solely to the mayor and city manager as representatives of the City, who to the extent permitted by law shall attempt to maintain such information in strict confidence. All other prospect in- formation shall be so coded, organized or structured to prevent the identity of the prospect from being publicly known until such time that the prospect may deem it ap- propriate. 19. Funding Opportunities: It is recognized that DNA may wish to access certain grant funding pools whereby the City must act as a "pass through" or coordinating agency. In such cases, the city manager shall be authorized by the city council to execute, administer and manage such grants on behalf of the City and DNA, provided that such grant does not necessitate an appropriation of funds by the municipality. 20. Applicable Law: 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. 21 . Cooperation With Other Consultants: DNA shall cooperate with any other consultants in the City's employ or any work associated with this Agreement. 22. Sexual Harassment Policies: As a condition of this Agreement, DNA shall have written sexual harassment policies that include, at a minimum, the following information: a. The illegality of sexual harassment; b. The definition of sexual harassment under state law; c. A description of sexual harassment, utilizing examples; d. The vendor's internal complaint process including penalties; 5 e. The legal recourse, investigative and complaint process available through the Illi- nois 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 copyof thepolicies shall beprovided byDNA to the Department of Human Rights p 9 upon request 775 ILCS 5/2-105. 23. Compliance with Laws: Notwithstanding any other provision of this Agreement it is expressly agreed and understood that in connection with the performance of this Agreement that DNA shall comply with all applicable federal, state, City and other re- quirements 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, DNA hereby certifies, represents and warrants to the City that all DNA'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. DNA shall also at its expense secure all permits and licenses, pay all charges and fees andgive all notices necessaryand incident to the due and lawful prosecution of the work, and/or the products and/or services to be provided for in this Agreement. The City shall have the right to audit any records in the possession or control of the DNA to determine DNA's compliance with the provisions of this section. In the event the City proceeds with such an audit the DNA shall make available to the City the DNA'S rele- vant records at no cost to the City. DNA shall pay any and all costs associated with any such audit. 24. Work Products. All Work Products prepared by DNA pursuant hereto, including, but not limited to, reports, studies, plans and recommendations shall be the property of the City and shall be delivered to the City upon request of the City provided, however, that DNA may retain copies of such Work Products for its records. 25. Breach of Agreement: 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 available 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 this Agreement, the other party may terminate this Agreement. Notwith- standing the foregoing, or anything else to the contrary in this Agreement, with the sole exception of an action to recover the monies the City has agreed to pay to DNA pursuant to Section 3 hereof, no action shall be commenced by DNA against the City for monetary damages. 6 26. Termination: Notwithstanding any other provision hereof, the City may terminate this Agreement at any time upon thirty (30) prior written notice to DNA. In the event this Agreement is so terminated, DNA shall be paid for services actually performed, and reimburseable expenses actually incurred prior to termination, except that reimburse- ment shall not exceed the quarterly amount set forth under paragraph 3 above. Addi- tionally, in the event this Agreement is so terminated, DNA shall immediately cease the expenditure of any funds paid to DNA by the City and shall refund to the City any un- earned or unexpended funds. 27. News Releases: DNA shall not issue any news releases without prior approval from the City, nor shall DNA make public proposals developed under this Agreement with- out prior written approval from the City prior to said documentation becoming matters of public record. 28. Interference with Public Contracting: DNA certifies hereby that it is not barred from bidding or submitting a proposal for this Agreement as a result of violation of 725 ILCS 5/33E et seq. or any similar state or federal statute regarding bid rigging. 29. Substance Abuse Program: As a condition of this Agreement, DNA shall have in place a written substance abuse prevention program which meets or exceeds the program requirements in the Substance Abuse Prevention Public Works Project Act at 820 ILCS 265/1 et seq. A copy of such policy shall be provided to the City's City Manager prior to the entry into and execution of this Agreement. 30. Invoices: DNA shall submit invoices to the City for the payments to be made by the City to DNA pursuant to Section 3 of this Agreement. Such invoices shall be in a for- mat approved by the City. DNA shall maintain records showing actual time devoted and costs incurred pursuant to this Agreement. DNA shall permit an authorized repre- sentative of the City to inspect and audit all data and records of DNA for work done under this Agreement. DNA shall make these records available at reasonable times during the Agreement term and for one (1) year after termination of this Agreement. 31 . Budget Appropriation: Notwithstanding anything else to the contrary in this Agree- ment, the parties understand and agree that the fiscal year of the City is the twelve month period ending December 31 of each year. The obligations of the City under any contract for any fiscal year are subject to and contingent upon the appropriation of funds sufficient to discharge the obligations which accrue in that fiscal year and authorization to spend such funds for the purposes of the contract. If, for any fiscal year during the term of this Agreement, sufficient funds for the discharge of the City's obligations under the Agreement are not appropriated and authorized, then this Agreement shall terminate as of the last day of the preceding year, or when such ap- propriated and authorized funds are exhausted, whichever is later, without liability to the City for damages, penalties or other charges or any other relief whatsoever on ac- count of such termination. 7 SECTION II EAC Duties, Services and Deliverables 1 . DNA shall develop programs and services that are in alignment with the City's goal to create an "Alive Downtown" to enhance the economic vitality of the downtown. 2. DNA shall work collaboratively with the City, Elgin Area Chamber of Commerce and other economic development-related parties to create a strategic plan designed to strengthen existing businesses, recruit new business and enhance the economic vi- tality of the City of Elgin, including measurable goals and outcomes. Towards this end, DNA shall: • Attend and contribute to strategic work sessions to create plan. • Meet monthly with the group to share information and report on outcomes. 3. DNA shall execute the downtown component of this strategic plan to recruit new businesses to downtown and to retain existing businesses and report quarterly on progress based on the strategic plan. DNA shall: • Serve as first point of contact for all new business inquiries in downtown. • Serve as City's liaison to walk business owners through City permitting and licensing processes and facilitate communication between owners and City on issues affecting their business. • Track all new business inquiries. • Track all business recruitment visits. 4. DNA shall market the Center City economic development programs, recruit qualified applicants for these programs and serve as liaison to walk applicants through the grant process from start to finish. DNA shall also report quarterly on progress based on strategic plan. These programs shall include: • Business Loan Program • E-Elgin Incentive Program • Grease Trap Incentive Program 8 • Façade Improvement Program • Projecting Sign Program • Individual Development Agreements 5. DNA shall serve as a neighborhood association for downtown residents; advocate for issues that affect quality of life and economic vitality in the neighborhood; and, host neighborhood meetings as needed. 6. DNA shall manage communications and public meetings for downtown development projects, including but not limited to: • CBD Streetscape Project • Riverside Drive Promenade Project—including serving as the Designated Zone Organization for Rivers Edge Redevelopment Zone • ArtSpace Project 7. DNA shall manage general communications on issues and policies affecting down- town constituents, such as snow removal services, parking enforcement policies, changes in City ordinances, etc. 8. DNA shall prepare quarterly update reports and make presentations at city council meetings in accordance with this Agreement and as necessary. 9. DNA shall maintain an up-to-date downtown property and business inventory and database. 10. DNA shall utilize a shared platform among the DNA, Elgin Area Chamber of Com- merce and City to exchange data on available properties and other important statisti- cal information. 11 . DNA shall work collaboratively with the City to promote DNA events and promotions that coincide with scheduled City special events including but not limited to Fox Trot, Fourth of July, the Annual Tree Lighting Ceremony, concerts/events at the Hemmens and tournaments/events at the Centre. 12. General information (such as contact/address information) on the City's civic campus, as defined by City Hall, the Centre of Elgin, Hemmens Cultural Center, Art Showcase and Police Department shall be included in informational pieces created by DNA. DNA will provide City the opportunity to participate in marketing materials as devel- 9 oped throughout the year at the level of marketing investment required for production from all other participants. 13. DNA shall Maintain membership with necessary economic development professional associations. 14. DNA shall send its executive director or board representative to local, regional and/or national meetings and conferences such as ICSC to make contacts with brokers, de- velopers and other economic development professionals to present downtown de- velopment opportunities. 15. DNA shall manage the City's affiliation with the National and Illinois Main Street pro- grams. IN WITNESS WHEREOF, the parties hereto have entered into and executed this agreement effective as of the date and year first written above. CITY OF ELGIN: DOWNTOWN NEIGHBORHOOD ASSOCIATION OF ELGIN, INCBy: a- y �. City Manager 41F ec - Iirector Attest: City Clerk 10 March 25,2010 e ` �" TO: Mayor and Members of the City Council FROM: Sean R.Stegall,City Manager Richard Kozal,Assistant City Manager SUBJECT: Purchase of Service Agreement with the Downtown Neighborhood Association PURPOSE The purpose of this memorandum is to provide information to the Mayor and members of the City Council to consider Purchase of Service Agreement with the Downtown Neighborhood Association. RECOMMENDATION It is recommended that the City Council approve the Purchase of Service Agreement(PSA)with the Downtown Neighborhood Association(DNA)in the amount of$270,000. BACKGROUND As part of the 2010 Budget,$535,000 in revenue was included in the General Fund for a General Business License. This revenue was established to create a partnership with the Elgin Area Chamber of Commerce (EACC) and DNA to facilitate the work of economic development within the City of Elgin. Prior to 2010, DNA received funding for their annual PSA from the Riverboat Fund. . In 2009,the DNA received funding in the amount of$54,000;which will be increased to$135,000 annually for 2010 and 2011. The PSA has a termination date of December 31,2011. Supporting revenue for the PSA funding was approved by the City Council through the adoption of a business license fee as part of the 2010 Budget. To date, no revenue has been received; however staff has been working to establish the infrastructure necessary to facilitate the receipt of revenue through the Click2Gov module that will provide online bill payment. Notification of the business license fee and pre-established account number will be sent to businesses in the second quarter of 2010 and it is anticipated that the city will begin to receive the revenue by the end of the second quarter of 2010. , DNA Purchase of Service Agreement for 2010 March 25,2010 Page 2 DNA is a grassroots, membership-based organization formed to create, support, and sustain revitalization efforts in downtown Elgin. Members include downtown businesses, civic and social service organizations, property owners, residents, surrounding neighborhoods, and others interested in revitalization. Currently, the DNA has over 100 members. DNA's first meeting was held in December, 1997,and the group was formally recognized as an Illinois 501c(3)not- for-profit organization in April, 1998. In DNA's brief existence, it has become very active in reaching out to the community and bringing together many downtown interests. As part of their expanded role in the economic development partnership with the City,the DNA will be charged with the following,including but not limited to: • Manage the Center City economic development programs including: Center City Business Loan Program, E-Elgin Incentive Program, Grease Trap Incentive Program, Façade Improvement Program,Projecting Sign Program,Individual Agreements;and • Manage communication and public meetings for downtown development projects, including but not limited to: CBD Streetscape Project, Riverside Drive Promenade Project,and ArtSpace Project;and • Serve as the Designated Zone Organization for Rivers Edge Redevelopment Zone • Manage general communications on issues and policies affecting downtown constituents, such as snow removal services, parking enforcement policies, changes in City ordinances;and • Serve as the facilitator of the Downtown Noise Task Force. COMMUNITY GROUPS/INTERESTED PERSONS CONTACTED DNA FINANCIAL IMPAC'lI Comment(3N11:Haven't received any SS$from the Business License initiative,therefore while there is SS budgeted there is no money available.That The total cost of the agreement with the DNA is $270,000; which provides for $135,000 point should be mentioned. annually for 2010 and 2011. . There are sufficient funds budgeted ($535,000) and available ($535,000)in the 2010 General Fund Budget,Economic Development,Miscellaneous Services, account number 010-1704-716.45-99,to provide the requested support to the DNA in the amount of$135,000 for 2010. Funding for the fiscal year 2011 will be provided as part of the 2011 Budget Process. It is anticipated that the city will begin to receive the revenue from the business license program by the end of the second quarter of 2010. LEGAL IMPACT None DNA Purchase of Service Agreement for 2010 March 25,2010 Page 3 ALTERNATIVES 1. The City Council may choose to approve the Purchase of Service Agreement with the Downtown Neighborhood Association. 2. The City Council may choose to amend the Purchase of Service Agreement with the Downtown Neighborhood Association. 3. The City Council may choose to deny the Purchase of Service Agreement with the Downtown Neighborhood Association. Respectfully submitted for Council consideration. RG K/rkh Attachment(s)