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HomeMy WebLinkAbout21-0111 Side Street CULTURAL ARTS COMMISSION GRANT AGREEMENT. THIS.AGREEMENT is made and entered into this_Llfday of, X 202 I ,by and,between theCITY.OF ELGIN,Illinois,.A municipal corporation.fhereinaft T ap referred to as the "City'), and Side Street Studio Arts NFP a.not-for=profit corporation<;organized and, existing under thelaws of the'State of Ihuiais fhereinaftcr refer ed to;,as the:"Grantee WHEREAS,the City has.determined that it wi uld serve a beneficial public purposeto 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 fumish'the Subject Services upon the terms and conditions:set forth in this Agreement. p NOW, THEREFORE, in;consideration of the mutual romises and covenants contained herein,the cuff cieney of which is'herebymutually acknowledged,thepartics hereto hcreby'agrcc as: follows: 1. The Grantee shall provide'all of the services described,in and pursuant to the terms and conditions and on the dates and times described in the document entitled`(Side Street Studio Arts NFP - Scope of Services,for 2Q21_ Grant Agreement," attached hereto and made a part hereof as Exhibit A (such services, including 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.hereto,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 provzded�.for in Exhibit A in a reasonable and wbrkmafifike:manner and,that the;Subject Services et forth in Exhibit A are integral parts o f this Agreement and may no be modified, amended or-altered except by a written amendri'ent 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 any Subject Services to be.perforined on any' erty,other than City:owned'properties,the Grantee warrants and:.agiees to maintain all facilities and equipment used in.the performing of the Subject Services in a.clean,`sanitary and.safe condttiozi;and.frcc from defects of every kind whatsoever,.Grantee agrees and warrants that the Grantee will periodically.' inspect,at reasonable intervals and'with a reasonable degree of thoroughness;all of such facilities and equipment for such purposes. Grantee also warrants that the Grantee.andahe 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 and reasonable super'vision 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 Ci Mana er of the Ci t3i g ty . _�_._... 4. The City.shall provide a grant to the Grantee for the Subject'Services under this Agreement in the total:amount of $12,000.00_Dollars Lhvelve;thousand dollars. Such payment by the City to the'Grantee shall be made on or before_JUNEJ_,2021 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, 2021 and December 31, 2021_. 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.money 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:ahis Agreement shall be used by the Grantee for operating expenses or for any purchase: of permanent equipment,capital improvements,'constntctiort or for the payment cif any previous . year's deficit. 6. Prior to 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 forty-five (4.5). days of completion of the Subject Services, but no later than_December 31_, .2021 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 Agreerent as maybe 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;teizninated, or in the event the Subject Services for which the Cit. funds provided herein are.to be:applied are discontinued,or,the Grantee ceases its; .operations:prior to December 311 20Zl__,the Grantee shall refund,to the'City'on a prorated per -2- diem basis the funds paid hereunder for the.portionbf the,year remaining after any such=terrmnation 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 inaterials promoting the Grantee's organization,press releases,radio advertising,web page,information and event program(s)through g ry g' fication statement-"Funding for the organization is.provided the follawn .mandato fundin ident in part through.the City of Elgin and the Elgin Cultural Arts Commission," Three samples 4..this acknowledgement shall be provided to the City. A logo provided by the City the Grantee shall be used for this.purpose. . 9. In all printed materials in which a City seal or logo is deemed appropriate,written approval by the Public Information Officer of the City shall be required prior to printing. 1.0. The term of this Agreement.shall commence from the date of the execution hereof and continue through December 31,2021;,unless otherwise terminated.as provided for herein. 1.1,. This Agreeent,shall not be construed soas to create a partnership;.joint venture, employmentm or other agency relationship between the partieslereto. 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 the Grantee 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 such administrative,contractual,legal,or equitableremedies to which it maybe entitled Bylaw as:a result of such violation,or breach; and,,in addition,if the Grantee,by.reason of any default,fails;within fifteen(15)days after,notice thereof by the City demanding compliance,to comply with the terms and conditions of this Agreement, the City tray 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, within fifteen (15) days after notice thereof by the Grantee demanding compliance, fails to.comply with the terms and conditions of this Agreement, the Grantee,as its sole and exclusive remedy,may terminate this Agreement. Notwithstanding anything to the contrary in this Agreement or by implication or estoppel,with the sole exception of the money the City has agreed to pay the Grantee pursuantao paragraph 4 hereof,no action shall be commenced by the Grantee,any related agents„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 Grantee in this Agreement and the City isthe prevailing party in such action,the City shall also be entitled to.recover from the Grantee interest'at the rate of nine percent (9%) per annum, plus attorney's fees at the rate of Two Hundred Fifty Dollars ($250.00)per ,hour,which Grantee agrees to be reasonable. The provisions of this paragraph shall survive any expiration, completion and/or termination of this Agreement. -3- li 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 only be paid for.services actually performed, and reimbursable expenses actually incurred prior to termination,except that any suchxeimbursement shall not,in any event, exceed the total amount set forth in paragraph-4 above. Additionally, in the .event this Agreement is so terminated;the Grantee shall immediately cease the cxpenditurc bf any:fands paid to the Grantee by the City and shall refund to the City'any unearned'or unexpended.funds. 1.4. 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,workers'compensation claims,in any way resulting from or arising out of any negligent acts or omissions of the Grantee in connection herewith,including any negligent acts or omissions of agents of the Grantee arising out of the performance of this Agreement andlor the Subject Services. In the event of any action against the City,its-officers,employees,agents,boards or commissionscovered 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 Agmement 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 hcld.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 associated with, arising out of or resulting from this Agreement, there shall be no discrimination against any independent contractor, 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.followhi employment advertising, layoff or termination,rates of pay or other.forms of:compensation and selection,for training,including apprenticeship. 18. Noperson;shall'be denied or subjected to discrimination ih,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. -4 i ....................................................... .. - 1 _.....__._.............................. ........................................ . .... ... :. 19-1 The terms and provisions of this Agreement shall be severable.. If any paragraph, sub-paragraph,.phrase,.clause or other provision:of this Agreement,orany portion thereof,shall be held to be void or otherwise'unenforceable,all other portions of this Agreement shall remaimin full force and.effect: 20 This Agreement andits exhibits constitutes the entire Agreement of the parties on the subjeet.z<iatter.hereof.and.may,not be changed,mod ifie&discharged or,extended eUept;bywritten amendment.duly executed by the parties. ,Each party' ces that:no.representations or warranties shall be binding upon the.other party unless expressed.-in,writ'ing 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. 227 The Grantee certifies hereby that it is not barred from bidding on a public contact as.a. result of a violatiowof 720 ILCS 5/33E,et'seq., or any"similar state or.federal'statateregarding bid rigging 23. As a condition of this contract, the Grantee shall have written sextial 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'compla ntprocess'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)`' p rotection against retaliation,as provided'by Section 6:=101 of he"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/l et:seq. A copy of such policy shall be provided to the.Cty's Assistant City Manager prior tA the entry andexecution of this Agreement. 25 Notwithstanding any other:provision in.this Agreement; it is expressly a&eedi and . understood,that in connection with the performance ofth'is Agreementthe,Grantee.shall comply with -5- - it all applicable federal,state, city and other requirements of law including, but not limited to, any, applicable xequirements regarding prevailing wages,minimum wage,workplace safety and legal status of employees, 'Without:lirniting'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 sole 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 or of law. 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 paragraph shall survive any expiration,completion and/or termination of this;Agrcement.. 26. All notices,reports and documents required'under,this Agreement shall be in writing and shall be mailed by First Class Mail,postage prepaid,addressed as follows: As to the City: As to Grantee: City of Elgin Side Street Studio Arts NFP 150 Dexter Court PO Box 1264, Elgin,IL,60121 Elgin,IL 60120-5555 Attn:Erin Rehbere Attention: Richard G.Kozal City Manager With a copy to: - William A. Cogley, Corporation Counsel City of Elgin IS Dexter Court Elgin,IL 60120-5555 27. This Agreement,is,and shall be deemedand construed 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. 28. This Agreement shall be binding on the parties hereto an&their respective successors and permitted assigns. This Agreement and the obligations herein may not be assigned or delegated by.the Grantee without the express written consent of the City,which consent may be withheld at the sole discretion of the City. 29. Grantee hereby waives any and all.claims or rights to in on money claimed to be due pursuaaitto this Agreement,and any and all such rights to interest to which it may otherwise be entitled pursuant to law, including, but not limited.to,pursuant to the Local Government Prompt Payment Act(10 ILCS 50511,et,seq.),as amended,or the Illinois Interest Act(815.ILCS 205/1,et seq.),as amended.'The provisions ofthis paragraph shall survive any expiration,completion and/or termination of this Agreement. -6- { j _.....�._._._........_ ................. ,............. . .. .. ......... .........................._ �..._.._......__.__.� - .............._...._.....:. 30.: The parties hereto agree that-any cause of action by the Grantee arising out;of this Agreement must be filed within one year 0 the date the alleged cause of action arose or the same will be time-barred. The provisions of this paragraph shall survive any expiration, completion and/or termination of this Agreement. IN WITNESS'WHEREOF,the undersigned have entered into executed this agreement on the date and year first written above. CITY OF ELMN,a.municipal corporation GRANTEE: Side°Street Studio Arts NFP By - Y Richard .�.Kozal,City Manager NameJ.l'rinu t: Tit IC,• Attest: ity Clerk . . EXHIBIC)C A. Side Street Studio Arts,NFP will produce.the Elgin Fringe:Festival in downtown Elgin,in September of 2021. Side.Street Studio Arts,NFP will endeavor to apply for grant fumding_for the Elgin Fringe Festival.as is appropriate. Side.Street.Studio Arts,NFP will provide a final report on%the Elgin Fringe Festival including a financial accounting following the close of the festival, The Elgin'.Cultural Arts Commission and the city of El w f remain,as main- gur t. sponsors o`f the event. :__._..._ ..:::