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HomeMy WebLinkAbout23-203Resolution No. 23-203 RESOLUTION AUTHORIZING THE EXECUTION OF A PURCHASE OF SERVICE AGREEMENT WITH ONE COLLECTIVE, NFP AND THE BUSINESS NONPROFIT DEVELOPMENT CENTER AT FIRST, D/B/A FIRST UNITED METHODIST CHURCH FOR TEMPORARY OVERNIGHT SHELTER SERVICES BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS, that Richard G. Kozal, City Manager, and Kimberly A. Dewis, City Clerk, be and are hereby authorized and directed to execute a Purchase of Service Agreement on behalf of the City of Elgin with One Collective, NFP, and The Business Nonprofit Development Center at First, d/b/a First United Methodist Church, for temporary overnight shelter services, a copy of which is attached hereto and made a part hereof by reference. s/ David J. Kaptain David J. Kaptain, Mayor Presented: October 25, 2023 Adopted: October 25, 2023 Vote: Yeas: 9 Nays: 0 Attest: s/ Kimberly Dewis Kimberly Dewis, City Clerk PURCHASE OF SERVICE AGREEMENT THIS AGREEMENT is made and entered into this 25th day of October , 2023, by and between the CITY OF ELGIN, Illinois, a municipal corporation (hereinafter referred to as the "City"), ONE COLLECTIVE, NFP, an Illinois not -for -profit corporation (hereinafter referred to as the "Service Provider"), and THE BUSINESS NONPROFIT DEVELOPMENT CENTER AT FIRST, known and doing business as the First United Methodist Church, an Illinois not -for - profit corporation (hereinafter referred to as the "Property Owner"). WHEREAS, the City has determined that it is necessary and desirable to provide for temporary overnight accommodations for people experiencing homelessness in the form of a temporary overnight shelter during the winter season as hereinafter described; and WHEREAS, the Property Owner is the owner of the First United Methodist Church of Elgin property located at 216 East Highland Avenue, Elgin, Illinois 60120 (hereinafter referred to as the "Subject Property"); and WHEREAS, the Property Owner agrees to allow a temporary overnight shelter at the Subject Property to be operated by the Service Provider pursuant to the terms and conditions set forth in this Agreement; and WHEREAS, the Service Provider has agreed to provide the services relating to the temporary overnight shelter and represents that it has the necessary experience to furnish such services upon the terms and conditions set forth in this Agreement (the "Subject Services"); 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; and WHEREAS, providing for temporary overnight accommodations for people experiencing homelessness in the form of a temporary overnight shelter relates to the protection of the public health and safety and pertains to the government and affairs of the city. 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: 1. The Property Owner agrees to allow the structure on the Subject Property to be utilized for the temporary Overnight Shelter as hereinafter defined and described in this Agreement. The areas within said structure on the Subject Property to be utilized for the Overnight Shelter include the areas known and referred to as Rogers Hall, the DC Youth Room area, and the bathrooms on the lower level of the structure. 2. The Service Provider shall operate the temporary overnight shelter and provide temporary overnight accommodations for persons experiencing homelessness at the Subject Property as described in this Agreement (the "Overnight Shelter"). The Overnight Shelter will open and be operated at the Subject Property between the hours of 7:00 p.m. to 7:00 a.m. every day beginning at 7:00 p.m. on December 1, 2023, and continuing until 7:00 a.m. on March 31, 2024. In addition, the Overnight Shelter shall be open and operated at the Subject Property between the hours of 7:00 a.m. and 7:00 p.m. on particular days in the event that City determines, in its sole discretion, that extremely cold weather warrants that the Overnight Shelter be open for additional hours. The Service Provider shall conduct the Subject Services in conformance with all applicable legal requirements, including, but not limited to, the obtaining of a temporary occupancy permit and compliance with the provisions therein issued by the City for the Subject Services at the Subject Property. The Service Provider represents and warrants that it has the skills and knowledge necessary to conduct the Subject Services. The Subject Services at the Subject Property and the use of the Subject Property as an overnight shelter shall be discontinued as of March 31, 2024. 3. The Property Owner and the Service Provider shall address all inquiries and requests made pursuant to this Agreement to the City Manager of the City or his designee. 4. In connection with the Subject Property and the Subject Services, the Property Owner and the Service Provider each warrant and agree 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. The Property Owner and the Service Provider further each agree and warrant that they will periodically inspect all of such facilities and equipment for such purposes. The Property Owner and the Service Provider also warrant that the Subject Property and 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. 5. An estimated budget setting forth the costs of the services to be provided and the expenses to be incurred by the Service Provider in providing the Subject Services is attached hereto as Attachment A. In consideration of the Service Provider providing the Subject Services, the City agrees to pay Service Provider the lump sum amount of One Hundred Eight -Eight Thousand Two Hundred Dollars and No Cents ($188,200.00), to be paid in two payments as set forth herein. An initial payment in the lump sum amount of Ninety -Four Thousand One Hundred Dollars and No Cents ($94,100.00), shall be paid to the Service Provider on December 1, 2023 ("Initial Payment"); provided, however, that prior to, and as a condition of, the payment of the Initial Payment the Service Provider shall submit a detailed budget as set forth in Section 8.a herein. The payment of the balance of the lump sum amount in the amount of Ninety -Four Thousand One Hundred Dollars and No Cents ($94,100.00), shall be paid on March 1, 2024 ("Final Payment"); provided, however, that prior to, and as a condition of, the payment of the Final Payment the Service Provider shall submit a Progress Report as set forth in Section 8.b herein. No additional compensation shall be paid to Service Provider for the Subject Services unless agreed to in writing as a written amendment to this Agreement. 6. It is understood and agreed by the parties hereto that the payments by the City to Service Provider provided for in Section 5 above are the sole and only financial obligations of the City pursuant to this Agreement, it being agreed and understood that neither the Property Owner -2- nor the Service Provider shall receive any additional compensation, reimbursement, or payment of any kind from the City regarding the use of the Subject Property and/or the performance of this Agreement. Any payments to the Property Owner for the use of the Subject Property are to be made directly by the Service Provider as part of the costs and expenses provided for in Section 5 above, and it is agreed and understood that the Property Owner shall not be entitled to nor receive any direct payments from the City for the use of the Subject Property under this Agreement. 7. The Service Provider shall apply the money to be paid by the City to the Service Provider pursuant to the preceding Section 5 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, and for payments to the Property Owner for the use of the Subject Property, as set forth in Attachment A. 8. 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 detailed 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 for review and approval prior to any payment by the City. b. On or before March 1, 2024, the Service Provider shall provide a written performance report detailing the disbursement of monies paid by the City to the Service Provider pursuant to this Agreement ("Progress Report"). c. The Service Provider shall provide a fmal written performance report detailing the disbursement of monies paid by the City to the Service Provider pursuant to this Agreement ("Final Report"). Such Final Report shall be provided to the City by July 1, 2024. d. 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. e. The Service Provider shall provide a weekly report (Monday — Sunday) to the City that shall reflect the daily attendance by gender of persons utilizing the Subject Services. Such weekly report shall be provided to the City on the Monday immediately following the preceding week in a form acceptable to the City. 9. The City shall be recognized as a sponsor of the Service Provider and shall receive the benefits of sponsorship consistent with the level of support provided in this Agreement. At a -3- 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 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. 10. In all printed materials in which a City seal or logo is deemed appropriate, approval by the City is required prior to printing. 11. The term of this Agreement shall commence upon the date of its execution and continue through March 31, 2024, unless otherwise terminated as provided for herein. Service Provider's reporting obligations shall survive the expiration or termination of this Agreement. 12. This Agreement shall not be construed so as to create a partnership, joint venture, employment, or other agency relationship between the parties hereto. The Property Owner and the Service Provider understand and agree that the relationship of the Property Owner and the Service Provider to the City arising out of this Agreement shall be that of independent contractors. It is expressly agreed and understood that the Property Owner and the Service Provider and their respective 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. 13. If the Property Owner or the Service Provider violate or breach 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 Property Owner or 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 Property Owner or 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 monies the City has agreed to pay the Service Provider pursuant to Section 5 hereof, no action shall be commenced by the Property Owner and/ or Service Provider, and/or 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 Property Owner or the Service Provider in this Agreement and the City is the prevailing party in such action, the City shall also be entitled to recover interest at the rate of nine percent (9%) per annum and reasonable attorney's fees. Property Owner and Service Provider hereby further waive 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 Property Owner and/or 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 -4- will be time barred. The provisions of this section shall survive any expiration, completion and/or termination of this Agreement. 14. Notwithstanding any other provision hereof, the City may terminate this Agreement at any time upon seven (7) days prior written notice to the Property Owner and the Service Provider. In the event this 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 5 above. Additionally, in the event this Agreement is so terminated, the Service Provider shall immediately cease the expenditure of any funds paid to Service Provider by the City and shall refund to the City any unearned or unexpended funds that it has received from the City under this Agreement. 15. To the fullest extent permitted by law, Property Owner and 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 Property Owner or Service Provider in connection herewith, including negligence or omissions or agents of the Property Owner or 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. Property Owner and Service Provider agrees to obtain, furnish, and maintain in full force and effect during the entire term of this Agreement, at their sole cost, the insurance coverages outlined herein. A. Comprehensive Liability. Property Owner and Service Provider shall each 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 and 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 the Property Owner and the Service Provider under section 15 herein 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, alternatively, if the insurance states that it is excess or prorated, it shall be endorsed to be primary with respect to the City. -5- 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. Property Owner and Service Provider shall provide worker's compensation coverage covering all persons employed by them in accordance with the requirements of Illinois law. E. All Risk Property Insurance. The Property Owner will maintain all risk property insurance for the Subject Property covering against physical loss or damage, including, but not limited to fire and extended coverage, collapse, flood, and earth movement. Coverage shall be written on a replacement cost basis. 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, 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 -6- 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 Property Owner and the Service Provider each certify 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 Property Owner and Service Provider shall have written sexual harassment policies that include, at a minimum, the following information: a. the illegality of sexual harassment; b. the defmition of sexual harassment under state law; c. a description of sexual harassment, utilizing examples; d. the vendor's internal complaint process including penalties; e. the legal recourse, investigative and complaint process available through the Illinois Department of Human Rights, and the Illinois Human Rights Commission; f. directions on how to contact the department and commission; 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 program requirements in the Substance Abuse Prevention Public Works Act at 820 ILCS 265/1, et seq. A copy of such policy shall be provided to the City's City Manager prior to the entry and execution of this Agreement. 26. Notwithstanding any other provision in this Agreement, it is expressly agreed and understood that in connection with the performance of this Agreement the Property Owner and 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 -7- Provider hereby certifies, 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. Property Owner and 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 With a cope to: William A. Cogley, Corporation Counsel City of Elgin 150 Dexter Court Elgin, IL 60120-5555 As to Service Provider: One Collective, NFP Attn: Bobby Jackson 2155 Point Boulevard, Suite 200 Elgin, IL 60123 As to Property Owner: First United Methodist Church Attn: Rev. Dr. Felicia LaBoy 216 E. Highland Avenue Elgin, IL 60120 28. This Agreement is and shall be deemed and construed to be a joint and collective work product of the City and the Property Owner and the Service Provider and, as such, this Agreement shall not be construed against the any 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 Property Owner or 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. This Agreement may be executed electronically, and any signed copy of this Agreement transmitted by facsimile machine, email, or other electronic means 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 facsimile machine, email, or other electronic means shall be considered for these purposes an original signature and shall have -8- the same legal effect as an original signature. IN WITNESS WHEREOF, the undersigned have entered into executed this Agreement on the date and year first written above. CITY OF EL By: City Manager Attest: ONE COLLECTIVE, NFP: By: #7 G t /ve/�i - ' Name/Pr F t: Jon A. Steppe Title: Executive VP / CFO THE BUSINESS NONPROFIT DEVELOPMENT CENTER AT FIRST, D/B/A/ FIRST UNITED METHODIST CHUR H: By: � .rr4Gei fr Name/Print: 1Jt hadi Title: &Q . • (7,6j1.),r I 1. ire_ Co G1. 6), Ftrt?- C.. Legal Dept\Agreement\One Col !eel ive&FUMC PSA-2023-24-Temp Warming Shelter- I0-I9-23.doca -9- ATTACHMENT A Temporary Overnight Shelter Budget Temporary Overnight Shelter Budget December 1, 2023 - March 31, 2024 Location Rental from First United Methodist Church for 216 East Highland Avenue, Elgin, Illinois $61,000.00 Supplies and Incidentals $36,000.00 Staffmg (Operations Manager and Admin) $85,000.00 Food and snacks $3,000.00 Drinking Water $2,000.00 Cleaning supplies (garbage, bleach, brooms, etc.) $1,200.00 TOTAL $188,200.00