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HomeMy WebLinkAbout83-0830 International Systems 13- O$30 , AGREEMENT BETWEEN INTERNATIONAL SYSTEMS, INC. AND CITY OF ELGIN, ILLINOIS THIS AGREEMENT, made and entered into between INTERNATIONAL SYSTEMS, INC. (hereinafter referred to as "ISI") and THE CITY OF ELGIN, ILLINOIS (hereinafter referred to as "CLIENT") . WITNESSETH: WHEREAS, ISI is in the business of providing professional assistance, including information, research, technical assis- tance, and grant application preparation to governmental author- ities to determine the availability of, and to assist in securing additional federal , state, and private foundation grants and loans; and WHEREAS, CLIENT is desirous of engaging the services of ISI to obtain professional assistance, and to determine the avail- ability of and to secure additional federal , state, and private foundation grants and loans; NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained, the parties hereto agree as follows : 1. TERM. This Agreement will become effective as of the date on which the latter of the parties hereto executes this Agreement and shall remain in effect until the 365th day thereafter , except as otherwise provided herein. 2. SERVICES. ISI will provide the CLIENT with the following services (hereinafter collectively referred to as the "Services") : A. Computerized Grant Scan based on the CLIENT' s answers to ISI ' s profile questionnaire; B. Monthly newsletter , or "Grant Grams" to provide current information on grant and loan programs; C. Special detailed reports on federal , state, and private foundation grants and loans of particular , interest to the CLIENT; D. Unlimited access via toll-free WATS lines by the CLIENT to ISI ' s program specialists and research and information staffs; E. Monitoring and analysis of all pertinent legislation relative to CLIENT' s needs; F. Assignment of ISI personal representative to coordinate CLIENT' s requests and needs with ISI program specialists , grants- writing, research and information staffs; G. Technical assistance in all federal , state, and private foundation grant and loan applications prepared by the CLIENT' S staff, if requested in a reasonable period of time prior to sub- mission; H. Preparation of all federal , state, and private founda- tion grant and loan applications the CLIENT authorizes ISI to prepare which the ISI staff determines to have a good probability of being approved; and I . At no additional cost , continuous preparation of all federal , state, and private foundation grant and loan applica- tions that the CLIENT authorizes ISI to prepare which the ISI staff de-termines to have a good probability of being approved , even after grants have been approved for CLIENT and the terms of the guarantee have been satisfied. 3 . COMPENSATION . In consideration for the Services rendered by ISI , CLIENT agrees to pay ISI an annual fee of $24 ,000.00, payable upon execution of this Agreement. 4. GUARANTEE. ISI agrees that_ if , as a result of the Services .performed by ISI , the CLIENT does not receive revenues or "approved grants" , as hereinafter defined, in an amount at least equal to the compensation set forth in Paragraph 3, above, during the one year period in which the Agreement is in effect, ISI will continue to provide Services to the CLIENT at no additional cost until revenues or "approved grants" are received in an amount at lease equal to the compensation set forth above.. If by December 31 , 1985 , the CLIENT does not receive said revenues or approved grants at least equal to the compensation set forth above, and the CLIENT has met all CLIENT'S obligations provided herein then ISI shall , upon demand, refund to CLIENT the difference between the fee paid and the revenues received or grant applications approved. Revenues received by the CLIENT from grants currently being received by the CLIENT without ISI assistance are 'not to be computed in determining the new revenues or "approved grants" identified above. 5 . AFFIRMATIVE OBLIGATIONS . A. ISI agrees to pursue only those funding programs which • the CLIENT' s "official" representative directs ISI to pursue. ISI will identify those funding programs which it believes are capable of generating revenues for the CLIENT and the CLIENT shall respond in writing within 20 days from receipt of said notice and direct ISI to either proceed to pursue those programs or not to proceed to pursue those programs. B. The CLIENT shall , on the date of the execution of this Agreement, designate at least one person to act as its "official representative" , which representative shall have complete auth- ority to transact business with ISI . C. ISI shall be granted reasonable direct access to the "official representative" and the CLIENT' s elected officials for the purpose of obtaining decisions and making regular progress reports . D. The CLIENT shall use its best efforts to cooperate with ISI in the furnishing of all documents, financial information and other materials necessary for ISI to perform its Services for the CLIENT, and will , upon demand by ISI , provide a list of all grants and loans received by the CLIENT. 6. DEFINITIONS . For the purpose of this Agreement, the fol- lowing definitions shall apply: A. "Approved grants" shall mean those funds which, though not yet received by the CLIENT, have been approved by the dis- bursing authority. B. "Official representative" shall mean the City Council of Elgin. .l 7. MISCELLANEOUS. A. This Agreement contains all of the terms and conditions agreed upon by the parties. B. Every notice, request, or statement provided for in this Agreement, shall be in writing directed to the party to whom delivered at such party' s address as follows : If to ISI : International Systems, Inc. • 4501 Circle 75 Parkway, N.W. Suite 6270 Atlanta , Georgia 30339 If to CLIENT: IN WITNESS WHEREOF, the parties have hereto executed this Agreement on the dates indicated below. INTERNATIONAL SYSTEMS, INC. re/ r• BY: A, , Date signed by ISI : � /�� AT 'EST: � : . — NOTARY PUBLIC,GEORGIA,STATE AT LARGE MY COMMISSION EXPIRES OCTs12, 1985. CLIE Date signed by CLIENT: 3O, / 9 BY: iAtli . P • ATTEST: ett.-4,,..?„v7