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HomeMy WebLinkAbout20-0410 New Life CovenantPURCHASE OF SERVICE AGREEMENT THIS AGREEMENT is made and entered into this 1 Oth day of April, 2020, by and between the CITY OF ELGIN, Illinois, a municipal corporation (hereinafter referred to as the "City"), and NEW LIFE COVENANT ELGIN, an Illinois not -for -profit corporation (hereinafter referred to as the "Service Provider"). WHEREAS, on January 30, 2020, the World Health Organization declared the outbreak of COVID-19 virus to be a public health emergency of international concem and on March 11, 2020, declared a worldwide pandemic; and WHEREAS, on January 31, 2020, the U.S. Health and Human Services Secretary declared a public health emergency for the United States; and WHEREAS, on March 9, 2020, the Governor of the State of Illinois issued a disaster proclamation due to the impact of COVID-19 virus and activated the state emergency operation center; and WHEREAS, on March 13, 2020, the President of the United States declared a national emergency due to the impact of COVED-19 virus; and WHEREAS, on March 13, 2020, the Mayor of the City of Elgin, Illinois issued a proclamation declaring a state of emergency in the City of Elgin related to the COVID49 virus; and WHEREAS, on March 16, 2020, the Governor of the State of Illinois issued an executive order in response to the COVID-19 emergency which provided in part for restrictions on certain public assembly; and WHEREAS, on March 20, 2020, the Governor of the State of Illinois issued a further executive order which provided in part for certain stay at home and social distancing requirements; and WHEREAS, on April 1, 2020, the Governor of the State of Illinois issued a further executive order extending the certain stay at home and social distancing requirements until April 30, 2020; and WHEREAS, pursuant to Chapter 2.76 of the Elgin Municipal Code, the Mayor and the City Manager as the Mayor's designee and as the City's director of disaster services may exercise certain emergency powers with respect to a stated emergency including the power to procure such goods and services as are deemed necessary for the City's emergency response effort; and WHEREAS, the City of Elgin is a home rule unit pursuant to Article VII, Section 6 of the Illinois Constitution, and as a home rule unit may exercise any power and perform any function pertaining to its government and affairs including, but not limited to, the power to regulate for the protection of public health, safety, morals and welfare, including taking immediate emergency measures to protect the public welfare in response to the COVID-19 outbreak, pursuant to Chapter 2.76 of the Elgin Municipal Code, 1976, as amended, and as otherwise provided by law; and WHEREAS, the City has determined that it is necessary and desirable to provide for temporary daytime accommodations for people experiencing homelessness; and WHEREAS, Service Provider has agreed to provide such services and it represents that it has the necessary expertise and experience to furnish such services upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the sufficiency of which is hereby mutually acknowledged, the parties hereto hereby agree as follows: l . The Service Provider shall provide temporary daytime accommodations for people experiencing homelessness at its facility at 2250 W. Highland Avenue, Elgin, Illinois 60123 (hereinafter referred to as the "Subject Services", and such property is hereinafter referred to as the "Subject Property"). The Service Provider shall commence the Subject Services at the Subject Property on March 27, 2020 and shall continue with such services until April 30, 2020. The Subject Services in the form of temporary daytime accommodations for people experiencing homelessness shall be available each day from 9:00 a.m. to 5:00 p.m. The Service Provider shall conduct the Subject Services in conformance with all applicable legal requirements, including, but not limited to, the temporary occupancy permit and the provisions therein issued by the City for the Subject Services at the Subject Property. The Subject Services shall at the Subject Property shall be discontinued as of April 30, 2020. 2. The Service Provider shall address all inquiries and requests made pursuant to this Agreement to the City Manager of the City or his designee. 3. In connection with the Subject Services, the Service Provider warrants and agrees to maintain all facilities and equipment used in the performing of the Subject Services in a clean, sanitary and safe condition and free from defects of every kind whatsoever. Service Provider agrees and wafrants that the Service Provider will periodically inspect all of such facilities and equipment for.such purposes. Service Provider also warrants that the Service Provider and the Service Provider's facilities and equipment used in the performing of the Subject Services are not now, nor shall be during the term of this Agreement in violation of any health, building, fire or zoning code or regulation or other applicable requirements of law. 4. The City agrees to reimburse the Service Provider for expenses related to providing the Subject Services under this Agreement up to the total amount not to exceed $30,000. Pursuant to this request of the Service Provider, the City's reimbursement to the Service Provider pursuant to this Section 4 shall be paid to the order of Chicago Dream Center, an .Illinois not -far -profit corporation, which is an entity affiliated with the Service Provider. The City shall pay such reimbursement for expenses related to providing the Subject Services in two installments. The first installment in the amount of $15,000 shall be paid by the City on April 10, 2020. T�e second installment in the amount of $15,000 shall be paid by the City on May 1, 2020. Such expenses to be reimbursed by the City for the Subject Services include expenses incurred by the Service -2- Provider for operations, employee wages, transportation and the purchase of necessary supplies for the Subject Services. All such expenses by the Service Provider for the Subject Services shall be documented and provided in writing to the City by the Service Provider no later than July 1, 2020. In the event that the expenses for the Subject Services to be reimbursed by the City are less than $30,000, the Service Provider shall repay back to the City by July 15, 2020, the difference thereof between the eligible expenses incurred and the reimbursements paid by the City totaling $30,000. Notwithstanding the amount of expenses incurred by the Service Provider in connection with the Subject Services, it is agreed and understood that the City's reimbursement to the Service Provider shall in no event exceed $30,000. 5. The Service Provider shall apply the money to be paid by the City to the Service Provider pursuant to the preceding paragraph hereof solely to operating expenses such as employee wages, transportation, necessary supplies, and expenses associated with the Subject Services to be provided by the Service Provider pursuant to this Agreement. b. The Service Provider shall complete, maintain and submit to the City Manager of the City, or his designee, any and all records, reports and forms relating to the Subject Services in this Agreement as requested by the City. Without limiting the foregoing, the parties further agree as follows: a. The Service Provider shall provide a budget to the City which shall reflect the projected distribution of funds received from the City pursuant to this Agreement during the term of this Agreement. The budget shall be submitted to the City Manager of the City prior to any payment by the City. b. The Service Provider shall provide a written performance report detailing the disbursement of monies to be paid by the City to the Service Provider pursuant to this Agreement. Such report shall be provided to the City by July 1, 2020. c. The City has the right to review all accounting records of the Service Provider related to the use of the monies to be paid by the City to the Service Provider pursuant to this Agreement upon 72 hours advance notice from the City to the Service Provider. 7. In the event this Agreement is terminated, or in the event the Subject Services for which the City funds provided herein are to be applied are discontinued, or the Service Provider ceases its operations prior to April 30, 2020, the Service Provider shall refund to the City on a prorated per diem basis the funds paid hereunder for the portion of the year remaining after any such termination or for the portion of the year the Subject Services were not conducted_ 8. The City shall be recognized as a sponsor of the Service Provider andshad receive the benefits of sponsorship consistent with the level of support provided in this Agreeni mt. At a minimum, the City's support shall be acknowledged on all print materials promoting the Service Provider's organization, press releases, radio advertising, web page information and event -3- program(s) through the following mandatory funding identification statement: "Funding for the organization is provided in part through the City of Elgin". Three samples of this acknowledgement shall be provided to the City. A logo provided by the City to the Service Provider shall be used for this purpose. 9. In all printed materials in which a City seal or logo is deemed appropriate, approval by the Public Information Officer of the City is required prior to printing. 10. The term of this Agreement shall commence from the date of the execution hereof and continue through April 30, 2020, unless otherwise terminated as provided for herein. Service Provider's reporting and repayment obligations shall survive the expiration or termination of this Agreement. 11. This Agreement shall not be construed so as to create a partnership, joint venture, employment or other agency relationship between the parties hereto. Service Provider understands and agrees that the relationship of the Service Provider to the City arising out of this Agreement shall be that of an independent contractor. It is expressly agreed and understood that the Service Provider and the Service Provider's officers, employees and agents are not employees of the City and are not entitled to any benefits or insurance provided to employees of the City. 12. If the Service Provider violates or breaches any term of this Agreement, such violation or breach shall be deemed to constitute a default, and the City shall have the right to seek administrative, contractual, legal or equitable remedies as may be suitable to the violation or breach; and, in addition, if the Service Provider by reason of any default, fails to within fifteen (15) days after notice thereof by the City to comply with the conditions of the Agreement, the City may terminate this Agreement. If the City violates or breaches any term of this Agreement, such violation or breach shall be deemed to constitute a default, and in the event the City fails to within fifteen (15) days after notice thereof by the Service Provider to comply with the conditions of this Agreement, the Service Provider as its sole and exclusive remedy may terminate this Agreement. Notwithstanding anything to the contrary in this Agreement, with the sole exception of the ironies the City has agreed to pay the Service Provider pursuant to Section 4 hereof, no action shall be commenced by the Service Provider, any related persons or entities, and/or any of their successors and/or assigns, against the City for monetary damages. In the event any legal action is brought by the City for the enforcement of any of the obligations of the Service Provider in this Agreement and the City is the prevailing party in such action, the City shall also be entitled to recover from the Service Provider interest at the rate of nine percent (9%) per annum and reasonable attorney's fees. Service Provider hereby further waives any and all claims or rights to interest which it claims it may otherwise be entitled to pursuant to law, including, but not limited to, the Local Government Prompt Payment Act (50 ILCS 501/1, et seq.), as amended, or the Illinois Interest Act (815 ILCS 205/1 , et seq.), as amended. The parties hereto further agree that any action by the Service Provider arising out of this Agreement must be filed within one year of the date the alleged cause of action arose or the same will be time barred. The provisions of this section shall survive any expiration, completion and/or termination of this Agreement. 13. Notwithstanding any other provision hereof, the City may terminate this Agreement at any time upon thirty (30) days prior written notice to the Service Provider. In the event this Q Agreement is so terminated, the Service Provider shall be paid for services actually performed, and reimbursable expenses actually incurred prior to termination, except that reimbursement shall not in any event exceed the total amount set forth under Section 4 above_ Additionally, in the event this Agreement is so terminated, the Service Provider shall immediately cease the expenditure of any funds paid to the Service Provider by the City and shall refund to the City any unearned or unexpended funds. 14. To the fullest extent permitted by law, Service Provider shall indemnify, defend and hold harmless the City, its officers, employees, agents, boards and commissions from and against any and all claims, suits, judgments, costs, attorney's fees, damages or other relief, including but not limited to worker's compensation claims, in any way resulting from or arising out of negligent actions or omissions of the Service Provider in connection herewith, including negligence or omissions or agents of the Service Provider arising out of the performance of this Agreement and/or the Subject Services. In the event of any action against the City, its officers, employees, agents, boards or commissions covered by the foregoing duty to indemnify, defend and hold harmless, such action shall be defended by legal counsel of the City's choosing. The provisions of this section shall survive any expiration, completion and/or termination of this Agreement. 15. Indemnification. To the fullest extent permitted by law, Service Provider shall 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 Service Provider in connection herewith, including negligence or omissions or agents of Service Provider arising out of the performance of this Agreement and/or the Subject Services. In the event of any action against the City, its officers, employees, agents, boards or commissions covered by the foregoing duty to indemnify, defend and hold harmless, such action shall be defended by legal counsel of the City's choosing. The provisions of this section shall survive any expiration, completion and/or termination of this Agreement. 16. Insurance. Service Provider agrees to obtain, furnish, and maintain in full force and effect during the entire term of this Agreement, at its sole cost, the insurance coverages outlined herein. A. Comprehensive Liability. Service Provider sliall 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 aggregate for property damage. Service Provider shall deliver to the City a Certificate of Insurance 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 shall include the contractual obligations assumed by Service Provider under section 15 herein 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. -5- There shall be no endorsement or modification of this insurance to make it excess over other available insurance, alternatively, 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. Service Provider shall carry Comprehensive Automobile Liability Insurance 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. Worker's Compensation. Service Provider shall provide worker's compensation coverage covering all persons employed by Service Provider in accordance with the requirements of Illinois law. E. Professional Liability. Service Provider shall carry, when applicable, Professional Liability Insurance 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 notice to the City. 17. No official, director, officer, agent or employee of the City shall be charged personally or held contractually liable under any term or provision of this Agreement or because of their execution, approval or attempted execution of this Agreement. 18. In all hiring or employment made possible or resulting from this Agreement, there shall be no discrimination against any employee or applicant for employment because of sex, age, race, color, creed, national origin, marital status, of the presence of any sensory, mental or physical handicap, unless based upon a bona fide occupational qualification, and this requirement shall apply to, but not be limited to, the following: employment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training, including apprenticeship. 19. No person shall be denied or subjected to discrimination 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, or rescission of this Agreement by the City at the City's sole discretion, without liability against the City. 20. The terms of this Agreement shall be severable. In the event any of the terms or provisions of this Agreement are deemed to be void or otherwise unenforceable for any reason, -6- the remainder of this Agreement shall remain in full force and effect. 21. This Agreement constitutes the entire Agreement of the parties on the subject matter hereof and may not be changed, modified, discharged or extended except by written amendment duly executed by the parties_ Each party agrees that no representations or warranties shall be binding upon the other party unless expressed in writing herein or in a duly executed amendment hereof. 22. This Agreement shall be deemed to have been made in and shall be construed in accordance with the laws of the State of Illinois. Venue for the resolution of any disputes or the enforcement of any rights pursuant to this Agreement shall be in. the Circuit Court of Kane County, Illinois. 23. The Service Provider certifies hereby that it is not barred from bidding on a public contact as a result of a violation of 720 ILCS 5/33E et seq_ or any similar state or federal statute regarding bid rigging_ 24. As a condition precedent of this contract, the Service Provider shall have written sexual harassment policies that include, at a minimum, the following information: a. the illegality of sexual harassment; b. the definition of sexual harassment under state law; c. a description of sexual harassment, utilizing examples; d. the vendor's internal complaint process including penalties; C. the legal recourse, investigative and complaint process available through the Illinois Department of Human Rights, and the Illinois Human Rights Commission; £ directions on how to contact the department and commission; and g. protection against retaliation as provided by Section 6-101 of the Human Rights Act. A copy of the policies shall be provided by the Service Provider to the Department of Human Rights upon request (775 ILCS 5/2-105). 25. As a condition precedent of this Agreement, the Service Provider shall have in place a written substance abuse prevention program which meets or exceeds the prograt#t 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 City Manager prior to the entry and execution of this Agreement. - 7- 26. Notwithstanding any other provision in this Agreement, it is expressly agreed and understood that in connection with the performance of this Agreement the Service Provider shall comply with all applicable federal, state, city and other requirements of law including, but not limited to, any applicable requirements regarding prevailing wages, minimum wage., workplace safety and legal status of employees. Without limiting the foregoing, the Service Provider hereby certif cs, represents and warrants to the City that all of Service Provider's employees and/or agents who will be providing products, and/or services with respect to this Agreement shall be legal residents of the United States. Service Provider shall also, at its expense, secure all permits and licenses, pay all charges and fees and give all notices necessary and incident to the due and lawful prosecution of the work, and/or the products and/or services to be provided pursuant to this Agreement. City shall have the right to audit any records in the possession or control of the Service Provider to determine the Service Provider's compliance with the provisions of this section. In the event the City proceeds with such an audit, the Service Provider shall make available to the City the City's relevant records at no cost to the City. Service Provider 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. 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: As to the City: City of Elgin 150 Dexter Court Elgin, IL 60120-5555 Attention: Richard G. Kozal City Manager As to Service Provider: New Life Covenant Elgin Pastor Abiezel Raiees 2250 W. Highland Avenue Elgin, IL 60123 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 and construed to be a joint and collective work product of the City and the Service Provider and, as such, this Agreement shall not be construed against the other party, as the otherwise purported drafter of same, by any court of competent jurisdiction in order to resolve any inconsistency, ambiguity, vagueness or conflict, if any, of the terms and provisions contained herein. 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 Service Provider without the express written consent of the City which consent may be withheld at the sole discretion of the City. 30. This Agreement may be executed in counterparts, each of which shall be an original and all of which shall constitute one and the same Agreement. For the purposes of executing this Agreement, any signed copy of this Agreement transmitted by fax machine or e-mail shall be treated in all manners and respects as an original document. The signature of any party on a copy of this Agreement transmitted by fax machine or e-mail shall be considered for these purposes as an original signature and shall have the same legal effect as an original signature. Any such faxed or e-mailed copy of this Agreement shall be considered to have the same binding legal effect as an original document. At the request of either party any fax or e-mail copy of this Agreement shall be re -executed by the parties in an original form. No party to this Agreement shall raise the use of fax machine or e-mail as a defense to this Agreement and shall forever waive such defense - IN WITNESS WHEREOF, the undersigned have entered into executed this Agreement on the date and year first written above. CITY OF ELGIN: By: City Manager *Attesrk NEW LIFE COVENANT ELGIN By: 0"- Name/print: Abiy ei "czS Title: Campi4S Pas-htr F:1Legal DeptlAgreementWew Life Covenant Elgin-POS Agr4-7-20.docx ®'