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HomeMy WebLinkAbout21-0126 Elgin Area Historical Society CULTURAL.ARTS COKMISSION GRANT AGREEMENT THIS AGREEMENT is made and entered into this 2(,4kd4y of J,170itltxAv_;.202 by and between the CITY OF ELGIN.,Illinois,a municipal corporation(hereina etched to as the "city"), and Elgin Area .Hisforicai 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.pmvide 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 of the mutual promises and covenants contained. herein,the sufficiency of-which is hereby mutually acknowledged,theparties hereto hereby agree 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 "(Elkin Area Historical;Soefety)-Scope of Services for 2021 Grant Agreement,"attached hereto and made a. part hereof as ExhibitA:(such services,including terns,conditions,dates and tithes;arehereinafter referred to as the`.`Subject Services"). In the event of any conflict between the provisions of this Agreement andthe 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 provided for in Exhibit A in a reasonable and workmanlike manner, and that the Subject Services set forth in ExhibitA 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 bath 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 performed on any property other than City-owned 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,at reasonable intervals and with a reasonable degree of thoroughness,all of such facilities and equipment for:suchpurposes. Grantee also warrants that the.Granteeand the Gran.tee's facilities and equipment used in the:performing of the Subject.Services are not;now,not 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 sup.ervision: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 $9,000.00 Dollars (_nice thousand. dollars_), Such payment by the City to the Grantee shall be made on or before 1Vlarch,.1�inn_ 5. Grantee shall.comply with all ofthe 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 31 202:1 All (ands . awarded pursuant to,this Agreement shall be expended in accordance with the terms and provisions ofthis.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 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 year's deficii:. 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. Followirig the completion of the Subject Services the Grantee shall submit a final report in a form as.required by the City within_ forty-five (45) 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 Agreement as may be requested by the City,including but not limited to,as follows: (a)' . The Grantee shall provides budget to-the City which shall'reflecl: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 thc.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'rdAcw by the City's Fiscal Services Department within,forty-fivc.(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 31,2021,,the Grantee shall refund to the City on a prorated per diem basis the funds paid i'ereunder 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 organization,press releases,radio advertising,.w.eb page information and event prograrrl(s)through the following mandatory fundingdentif cationstaternent:"Funding for the organization is provided impart through the City of Elginand the Elgin Cultural Arts Commission." 'Three samples of this acknowledgement shall be provided.to the City. Alogo 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,written approval by the Public Information Officer of the City shall be required prior to printing. 10. The term of this Agreement shall commence from the: of the execution liereof and continue-through December 3.1,202,1 ,unless otherwise terminated as provided;for herein. 11. This Agreement.shall not.be construed so as to.create a partnership,joint,venture, employmentor other agency relationship between the parties hereto. 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,.einployees and agents.are not employees of the City and are not.entitled to any.benefits or insuranceprovide:d 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 equitable;remediesto which it maybe entitled bylaw as aresult ofsuch 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-may terminate this.Agreement,, If the City violates or breaches any term of this Agreement, such violation or breach,shall be deamed 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 terins.and,conditions of this Agreement, the Grantee,as its sole and exclusive remedy,may terminat,: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 pursuahtto,paragraph4.'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.Cityi's the 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 ($250.0.0)per hour,which Grantee agrees to:be reasonable. The provisions of this paragraph shall survive any expiration, completion and%orJerinination of this Agreement, _3_ 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 is so terminated, the Grantee shall only be paid for services actually performed, and reimbursable expensEs actually incurred priorto termination,except that any such reimbursement 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 expenditure of any fiords 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,defendand hold harmless the City,its officers,employees,agents,boards and,commissions from and againstanyand all claims,suits,judgments,costs;attorney's fees,damages or other relief,including,but ot;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 and/or the Subject Services. In the event of any action against the City,its officers'employees,agents,boards or commissions,covered bythe foregoing duty to indemnify,defend and hold harmless,such action shall be defended by Iegal 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 lured motor vehicles used in connection with the Subject Services with limits of not less than$500,000per occurrence for damages to persons or property, The Grantee shall also provide,pay 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[lie City certificates of insurance regarding the insurance required in this paragraph. I.6. 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. 1.7 In all hiring; or employment associated with, arising out of or resulting froin 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 following: employment advertising, layoff or termination,rates n.f pay or other forms of compensation and selection for training, including,apprenticeship. 18. ` No person shall be denied.or subjected to discrimination inreceiptofthe benefit.of any services or activities:made possible by or resulting from this Agreement on the grounds<ofsex, race,color,creed,national origin,age except ininimu-m 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. I i ,4- j I 19.. The terms and provisions of this Agreement shall be severable. If any paragraph, sub-paragraph,phrase,clause mother provision of this Agreement,or any portion thereof,shall be Held to be void motherwise 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 62e partieson Elie 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 ILLS 5/3.3E,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: (a). the illegality of sexual harassment; (b) the definition of:sexual'harassment under,state.la«!; (e) . a:description of.sexual.harassmdht,: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 6-1.01 of. the Human - Rights Act. A copy of the pulicies ni.ust be prpvided,to the Department of Human Rights upon request(775ILCS 5/2-105). 24, As a condition of this Agreement;the Grantee shall have in place a written substance abuse preventionprogram.which meets or exceeds the program requirements in the.Substance Abuse Prevention Public Works Act at 820 ILC.S 26 5/1 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 notlitnited 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 oftbe.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 servioes to be provided pursuant to this Agreement. City shall Lave the right to audit any records in time 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 arid/or termination.;of this Agreement. 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 EI LArcaI-l.istcnca.l.st_odM 1.50 Dexter Court. 360 Park Street,. Elgin in, 60120 Elgin,IL ;60120-5`555 Attn: Liz Marston, Attention:Richard G.Kozal City,Ivlanager With a.copy to: William A.Cogley,Corporation Counsel City of Elgin '150 Dexter Court . Elgin,.IL, 60.120-5555 27, This.Agreement is,and shall be deemed'and 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 atherwise:purported drafter of'same,by any court of competentjurisdiction in order to resolve any inconsistency, ambiguity, vagueness or conflict, if any; of the terms and. provisions contained herein. 28, This Agreement shall be binding.on the parties hereto and their respective successors and permitted assigns. This Agreement and the obligations herein.may not be assigned or delegated by the Grantee without(lie,express'written consent of the City,<wluch conscni maybe withheld.at the sole discretion of the City,: 29. Grantee hereby waives any and all claims or rights to interest on money claimed to he due pursuant to this.Agreement,and any and.all such rights to interest.to which it may otherwise be entitled pursuant to law;including, but not limited 1% pursuant to the Local Government Prompt Payment Act(50 ILCS.505/1,et.seq.),as amended,or the Illinois Interest Act(815 ILCS 2:05/1,er. sey.),as amended. Theprovisions.of this paragraph shall surviv.e.any expiration,completion and/or termination of this.Agreement. -6,- I 30. The parties hereto agree<that any cause.of action by the Grantee arising out of this. Agreement must be filed within one year of the date the alleged Icause 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:ELGIN,a municipal corporation GRANTEE:. Elgin Area Historical'Societ,Yi NFFP Dy: ,,�' By: Gi�c�p- ZPG :iehard G oza1;City,..tax 4 ger Name/Print: 941 rr •- Title. Att4at: City Cler1c i EXUL3TT A The Elgin Arca Historical Society will serve as the fiscal sponsor for the Making Space project, as previously determined and agreed upon.These grant funds will be used solely for this project. The project will be overseen by the Elgin Social Justice Collective.The project'is as follows: What space can we,make to allow for further artistic expression? How can we create a lasting reflection oj'the activities of the summer of 2020 Hgiat space can we make to allow for-peaceful and irripactfuJ gatherings of community member to engage,?Nniv do we elevate eguity'in our corrtmunity? These questions arose in response to the historic summer of 2020 and the response that figin's community had to the killing of George Floyd.Elgin s residents came out andpeacefullyprotested along with minty others across the nation.Downtown businesses were largely boarded up in an abundance of caution based on the lootr'nghappeningin other communities;happily,no looting or damage occurred in Elgin.Local artists and activists activated to express their solidarity with the Black Lives Matter movement artistically on the boards adorning the businesses. An ad-hoc group of community individuals(now known as the Elgin Social Justice Collective)carte together and worked to identify a project that would-address those questions. The project.consists of four parts: a mural,a documentary,.a Juneteenth partnership, and,a scholarship. Using the board-ups as inspiration, a professional mural artist will be,cornmissioned to design, develop,and install a mural permanently in the downtown working in collaboration with our community.The community will be encouraged to participate in the actual installation of the mural, during: which opportunities to engage with other community members and begin building relationships will be plentiful.The entire process oJ`this new mural will be documented,including interviews with the original board-up artists and community members participating in the project. The documentary, as well as ways to donate to the scholarship will be noted on the mural itself. The mural will be unveiled during the annual Juneteenth Celebration.Also,apart of 1heJuneteenth celebration will be an installation of'Art Cubes'which willserve as.a blank canvasfarcommunity members to use art to speak to their experiences with the BlacUives Matter movement and its impact on their lives. These Art Cubes'pr'ovide,an artistic and spontaneous engagement opportunity annually. Images ofsome-ofthe artwork will be used to start a i-shirt campaign to raise.funds for two purposes: a second scholarship for the existing Dr. Martin Luther King Scholarship program, which is awarded annually to Elgin students who have demonstrated an active interestand meaningful involvement inure areas of human rights, civil rights, social justice andlor world peace. The second purpose is to raise f ends and awareness for the permanent mural to be installed. I , I