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06-89 Resolution No. 06-89 RESOLUTION AUTHORIZING EXECUTION OF A PURCHASE OF 'ERVICE AGREEMENT WITH SENIOR SERVICES ASSOCIA ES, INC. BE IT RESOLVED BY THE CITY COUNCIL OF T E CITY OF ELGIN,ILLINOIS,that Olufemi Folarin,City Manager,and Dolonna Mecum,City Cl-rk,be and are hereby authorized and directed to execute a Purchase of Service Agreement on be alf of the City of Elgin with Senior Services Associates,Inc.to provide support for programs assi' ing senior citizens,a copy of which is attached hereto and made a part hereof by reference. s/Eli Schock Ed S hock, Mayor Presented: April 26, 2006 Adopted: April 26, 2006 Omnibus Vote: Yeas: 7 Nays: 0 Attest: s/Dolonna Mecum Dolonna Mecum, City Clerk PURCHASE OF SERVICE AGRIEMENT THIS AGREEMENT is made and ente ed into this )6-rj day of � D�Q�`L , 2006, by and between the CITY OF ELGIN, Illinois, a municipal corporation (hereinafter referred to as the "City") , and Senior Services Associates, Inc. , a not-for-profit corporation organized and existing under the laws of the State of Illinois (hereinafter referred to as the "Service rrovider") . WHEREAS, the City has determined hat it would serve a beneficial public purpose to enter into an agreement with the Service Provider for the Service Provider to provide certain contract services as described in this agreement; and WHEREAS, the Service Provider repr:sents that it has the necessary expertise and experience to fur ish the Subject Services upon the terms and conditions set forth i this agreement. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the sufficie cy of which is hereby acknowledged, the parties hereto hereby a.ree as follows : 1 . The Service Provider shall provide all of the services pursuant to the terms and conditions and o the dates and times as described in the document entitled Senior Services Associates, Inc.- Scope of Services for 2006 Purchase of Service Agreement, attached hereto as Exhibit A and made a part hereof (such services including the terms, conditions, dates an. times are hereinafter referred to as the "Subject Services") . In the event of any conflict between the provisions of t is agreement and the provisions in Exhibit A, the provisions of this agreement shall control . The Service Provider represent- and warrants that the Service Provider has the skills and knowle.ge necessary to conduct the Subject Services provided for in Exhibi A and that the Subject Services set forth in Exhibit A are integral parts of this agreement and may not be modified, amende. or altered except by a written amendment to this agreement agreed to and executed by both parties hereto. 2 . The Service Provider shall add ess all inquiries and requests made pursuant to this agreement to the Assistant City Manager of the City or his designee. 3. In connection with the Subject S-rvices to be performed on other than City properties, the Service Provider warrants and agrees to maintain all facilities and -quipment used in the performing of the Subject Services in a c ean, sanitary and safe condition and free from defects of every k nd whatsoever. Service Provider agrees and warrants that the Service Provider will periodically inspect all of such facilities and equipment for such purposes. Service Provider also warrants 'hat the Service Provider and the Service Provider' s facilities an. equipment used in the performing of the Subject Services are not now, nor shall be during the term of this agreement in violation •f 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, Servi e Provider agrees and warrants to use, and to cause persons participating in the Subject Services to use, through proper supery sion and control, all facilities with due care, and to report al 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 pay the Service :'rovider for the Subject Services under this agreement the total . ount of Ten Thousand Two Hundred Dollars ($10, 200) . Such payment b the City to the Service Provider shall be made in one installme t of Ten Thousand Two Hundred Dollars ($10, 200) . The aforement'oned installment payment shall be made within thirty days of the •ate of this agreement; provided, however, that no such payment scall be made to Service Provider until Service Provider has provid:d the budget required by paragraph 6 (A) herein. 5. The Service Provider shall apply the monies to be paid by the City to the Service Provider purs ant to the proceeding paragraph hereof solely to operating expe ses such as staff salary and benefits, meeting expenses, and expenses associated with the Subject Services to be provided by the Ser ice Provider pursuant to this agreement . 6. The Service Provider shall complete, maintain and submit to the Assistant City Manager of the City, or his designee, any and all records, reports and forms relating t. the Subject Services in this agreement as requested by the City. Without limiting the foregoing, the parties further agree as fellows : A. The Service Provider shall erovide a budget to the City which shall refl-ct the projected distribution of funds rece ' ved from the City pursuant to this agreement •uring the term of this agreement. The budget shall be submitted to the Assistant City Manage' of the City prior to any payment by the City. B. The Service Provider shal provide written performance reports detailin! the disbursements -2- of the monies to be paid .y the City to the Service Provider pursuant o this agreement. The reports shall be pro ided to the City quarterly on March 31, 2016; June 30, 2006; September 30, 2006; and Dec-tuber 31, 2006. C. The City has the right to r=view all accounting records of the Service Provider related to the use of the monies to be pai. by the City to the Service Provider pursuant to this agreement upon 72 hours advance noti.e from the City to the Service Provider. D. The Service Provider shall have an audit performed on its financial statements for the year ending December 31, 2015. The audit must be performed by an independ=nt certified public accountant recognized in g.od standing by the American Institute of Certified Public Accountants and licensed in the State of Illinois . The Service Provider shall provide the City with two copies or the said audited financial statement along ith the management letter and any other correspondence related to internal control matters on or before July 15, 2006. These statements sh.11 be submitted to the Assistant City Manager at City Hall, 150 Dexter Court, Elgin, Illino s 60120-5555. 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 th- Service Provider ceases its operations prior to December 31, 200 ., the Service Provider shall refund to the City on a prorated p:•r diem basis the funds paid hereunder for the portion of the year remaining after any such termination or for the portion of the ye.:r the Subject Services were not conducted. 8 . Service Provider agrees and warrants that the Service Provider has procured all licenses, per its or like permission required by law to conduct or engage the Subject Services provided for in this agreement, and that tie Service Provider will procure all additional licenses, permi s or like permission hereinafter required by law during the to of this agreement, and that the Service Provider will keep same in full force and effect during the term of this agreement. Servic- Provider shall perform the Subject Services with due care and in compliance with all applicable legal requirements . -3- 9. The City of Elgin shall be recog ized as a sponsor of the Service Provider and shall receive the .enefits of sponsorship consistent with the level of support pro ided in this agreement. At a minimum, the City's support shall be .cknowledged on all print materials promoting the Service Provider ' s organization, press releases, radio advertising, web page information and event program(s) through the following mandator funding identification statement: "Funding for the organizatio is provided in part through the City of Elgin" . Three sample- of this acknowledgement shall be provided to the City. A logo pr.vided by the City to the Service Provider shall be used for this purpose. 10. In all printed materials in whish a City seal or logo is deemed appropriate, approval by the Publi. Information Officer of the City is required prior to printing. 11 . The term of this agreement shal commence from the date of the execution hereof and continue thro gh December 31, 2006. 12 . This agreement shall not be con-trued so as to create a partnership, joint venture, employment or .they agency relationship between the parties hereto. Service P ovider understands and agrees that the relationship of the Servi e Provider to the City arising out of this agreement shall be that of an independent contractor. It is expressly agreed and un.erstood that the Service Provider and the Service Provider' s officers, employees and agents are not employees of the City and are not -ntitled to any benefits or insurance provided to employees of the City. 13. If either party violates or br=aches any term of this agreement, such violation or breach shall b- deemed to constitute a default, and the other party has the right to seek administrative contractual or legal remedies as may be s itable to the violation or breach; and, in addition, if either party by reason of any default, fails to within fifteen (15) days after notice thereof by the other party to comply with the conditio s of the agreement, the other party may terminate this agreement . Notwithstanding the foregoing, or anything else to the contrari in this agreement, no action shall be commenced by the Service P ovider against the City for monetary damages . In the event any le!al action is brought by the City for the enforcement of any of he 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 reasonable interest and reasonable attorney' s fees . -4- 14 . Notwithstanding any other provi-ion 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 agreement is so terminated, the Service Provider shall be paid for services actually performed, and reimbur.able expenses actually incurred prior to termination, except tha• reimbursement shall not in any event exceed the total amount set forth under paragraph 4 above. Additionally, in the event this ag eement is so terminated, the Service Provider shall immediately cea-e the expenditure of any funds paid to the Service Provider by the City and shall refund to the City any unearned or unexpended funds 15. To the fullest extent permitted by law, Service Provider agrees to indemnify, defend and hold armless the City, its officers, employees, agents, boards an. commissions from and against any and all claims, suits, judgm-nts, costs, attorney' s fees, damages or other relief, includiig but not limited to worker' s compensation claims, in any way esulting 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 t e performance of this agreement and/or the Subject Services. I the event of any action against the City, its officers, employes, agents, boards or commissions covered by the foregoing duty to indemnify, defend and hold harmless, such action shall be defen.ed by legal counsel of the City' s choosing. The provisions o this paragraph shall survive any expiration and/or termination of this agreement. 16. The Service Provider shall provi.e, pay for and maintain in effect, during the term of this a•reement, 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 o currence for damages to persons or property. The Service Provider shall also provide, pay for and maintain in effect, during the erm 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 Service Provider shall provide to the City cer ificates of insurance regarding the insurance required in this paragraph. 17 . No official, director, officer, :gent or employee of the City shall be charged personally or held co tractually liable under any term or provision of this Agreemeni or because of their execution, approval or attempted execution of this Agreement. 18 . In all hiring or employment mad possible or resulting from this Agreement, there shall be no dis rimination against any employee or applicant for employment beca se of sex, age, race, color, creed, national origin, marital sta us, of the presence of -5- 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 otter forms of compensation and selection for training, including app enticeship. 19. No person shall be denied or s .jected 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 gro nds for cancellation, termination or suspension, in whole or in •art, of the Agreement by the City. 20. The parties intend and agreed hat, if any paragraph, sub-paragraph, phrase, clause or other pro ision of this Agreement, or any portion thereof, shall be held t. be void or otherwise unenforceable, all other portions of this Agreement shall remain in full force and effect. 21 . This Agreement and its exhibits constitutes the entire Agreement of the parties on the subject m.tter hereof and may not be changed, modified, discharged or ext:nded except by written amendment duly executed by the parties. Bach party agrees that no representations or warranties shall be bin.ing upon the other party unless expressed in writing herein or in . duly executed amendment hereof. 22 . This Agreement shall be deemed t. have been made in, and shall be construed in accordance with th- laws of the State of Illinois. Venue for the resolution of any disputes or the enforcement of any rights pursuant to thi. 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 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 haras -ment; B. the definition of sexual harassment under state law; C. a description of sexual harassment, utilizing examples; -6- D. the vendor' s internal compl.: int process including penalties; E. the legal recourse, investigat 've and complaint process available through the Illino s 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 6-101 of the Human Rights Act. A copy of the policies must be pdovided to the Department of Human Rights upon request (775 ILIS 5/2-105) . 25. All notices, reports and docume is required under this Agreement shall be in writing and shall be mailed by First Class Mail, postage prepaid, addressed as folio s : As to the City: A- to Service Provider: City of Elgin Sonior Services A-sociates, Inc. 150 Dexter Court ill South Grove Ave Elgin, IL 60120-5555 E gin, IL 60120 Attention: Sean Stegall A tn: Bette Schoenholtz Assistant City Manager E4ecutive Director With a copy to: William A. Cogley, Corporation Counsel City of Elgin 150 Dexter Court Elgin, IL 60120-5555 26. This agreement is and shall be .eemed to construe to be a joint and collective work product of t e City and the Service Provider and, as such, this agreement -hall not be construed against the other party, as the otherwis- purported drafter of same, by any court of competent jurisdict on in order to resolve any inconsistency, ambiguity, vagueness or onflict, if any, of the terms and provisions contained herein. 27 . This agreement shall be bindin• on the parties hereto and their respective successors and per itted assigns . This agreement and the obligations herein may lot be assigned by the Service Provider without the express writuen consent of the City which consent may be withheld at the sole .incretion of the City. -7- IN WITNESS WHEREOF, the undersigned have entered into executed this agreement on the date and year first written above. CITY OF ELGIN, a municipal Senior Services Associates, Inc. corporation 1111.By 1111% �` By City :pager Executive Direct Attest : B City Clerk F:\Legal Dept\Agreement\PSA-DRAFT FORM 1-06 WAC.doc -8- EXHIBIT A Senior Services Associates, Inc. - Scope of Services 2006 Purchase of Service •greement Senior Services shall continue to adminisier the Neighbor to Neighbor program. This program arranges ' olunteers to assist with the needs of seniors' . Senior Servi4es shall actively promote the Neighbor to Neighbor program Throughout Elgin including outreach to City staff and neigiborhood groups . Senior Services, cooperating with the Cit ' s Police Department, shall offer the Triad program designed to reduce the criminal victimization of senior citizens and enha ce the delivery of law enforcement services to senior citizens. Senior Services shall provide information and assistance to Elgin residents requiring access to City servic=s . Senior Services shall work with the City 'o provide senior volunteers to assist with City and commun' ty events . -9- E L April 7, 2006 G 0 - ' rte TO: Mayor and Members of the City Council RECREATIONAL LEISURE ANG CULTURAL OPPORTUNITIES FOR A1.1.CITIZENS FROM: Olufemi Folarin, City Manager Randy Reopelle, Parks and Recreation Director SUBJECT: 2006 Senior Services Purchase of Service Agr-ement PURPOSE The purpose of this memorandum is to provide the Mayor anp members of the City Council with information to consider the 2006 Purchase of Service Agreement with Senior Services Associates, Inc. RECOMMENDATION It is recommended that the City Council approve the 2006 P rchase of Service Agreement with Senior Services Associates, Inc in the amount of$10,200. BACKGROUND Senior Services Associates, Inc. was founded in 1973 for the purpose of meeting the needs of the community's older adult population. Senior Services provi.es assistance to over 2,000 older adults from Elgin each year. These services include recreafon, transportation, home delivered meals, assistance in accessing public benefits, adult day c.re, and in-home services. Senior Services helps to assess the health, financial and housing nee.s of seniors 60 and older. Financial support for Senior Services in the amount $10,210 is included in the 2006 budget (funded through the Riverboat Fund). In the past, Senior S.rvices has received $15,200 on an annual basis. In 2005, Senior Services requested advanced nding from their 2006 allocation, therefore the amount of $10,200 is the balance of their 006 funding. Senior Services has proposed that these funds be utilized to support the following programs: • Neighbor to Neighbor - a program matching commu ity volunteers with specific senior needs. • Triad - an educational program designed to reduce t e criminal victimization of senior citizens and enhance the delivery of law enforcement ervices to senior citizens. 2006 Senior Services Purchase of Service Agreement April 7, 2006 Page 2 • Provide information to Elgin residents requiring access to City services. • Volunteer recruitment for City and community need•. COMMUNITY GROUPS/INTERESTED PERSONS C I NTACTED None FINANCIAL IMPACT There are sufficient funds budgeted ($10,200) and availab e ($10,200) in the Riverboat Fund, account number 275-0000-791.80-04 to fund the Purchase of Service Agreement with Senior Services in the amount of$10,200. LEGAL IMPACT None ALTERNATIVES 1. Approve the 2006 Purchase of Service Agreement wi h Senior Services Associates, Inc in the amount of$10,200. 2. Do not approve the 2006 Purchase of Service Agreement with Senior Services Associates, Inc in the amount of$10,200. Respectfully submitted for Council consideration. RR/mc Attachment 2006 Senior Services Purchase of Service Agreement April 7,2006 Page 3 PURCHASE OF SERVICE AG'l EMENT THIS AGREEMENT is made and entered into this day of , 2006, by and between the CITY OF ELGIN, Illinois, a municipal •orporation (hereinafter referred to as the "City"), and Senior Services Associates, Inc., a not- sr-profit corporation organized and existing under the laws of the State of Illinois (hereinafter re erred to as the "Service Provider"). WHEREAS, the City has determined that it would .erve a beneficial public purpose to enter into an agreement with the Service Provider for the Service Provider to provide certain contract services as described in this agreement; and WHEREAS, the Service Provider represents that t has the necessary expertise and experience to furnish the Subject Services upon the to s and conditions set forth in this agreement. NOW, THEREFORE, in consideration of the mutua promises and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows: 1. The Service Provider shall provide all of the services pursuant to the terms and conditions and on the dates and times as described in the document entitled Senior Services Associates, Inc.- Scope of Services for 2006 Purchase of Se' ice Agreement, attached hereto as Exhibit A and made a part hereof(such services including th- terms, conditions, dates and times are hereinafter referred to as the "Subject Services"). In th; event of any conflict between the provisions of this agreement and the provisions in Exhibit ' , the provisions of this agreement shall control. The Service Provider represents and warrant. that the Service Provider has the skills and knowledge necessary to conduct the Subject Services provided for in Exhibit A and that the Subject Services set forth in Exhibit A are integral carts of this agreement and may not be modified, amended or altered except by a written amend ent to this agreement agreed to and executed by both parties hereto. 2. The Service Provider shall address all inquirie• and requests made pursuant to this agreement to the Assistant City Manager of the City or his de•ignee. 3. In connection with the Subject Services to se performed on other than City properties, the Service Provider warrants and agrees to maint.in all facilities and equipment used in the performing of the Subject Services in a clean, sanitar and safe condition and free from defects of every kind whatsoever. Service Provider agre-s and warrants that the Service Provider will periodically inspect all of such facilities and eq ipment for such purposes. Service 2006 Senior Services Purchase of Service Agreement April 7, 2006 Page 4 Provider also warrants that the Service Provider and the Service Provider's facilities and equipment used in the performing of the Subject Services a e not now, nor shall be during the term of this agreement in violation of any health, building, are or zoning code or regulation or other applicable requirements of law. In connection with he Subject Services on properties owned or controlled by the City, Service Provider agrees .nd warrants to use, and to cause persons participating in the Subject Services to use, through proper supervision 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 pay the Service Provider foi the Subject Services under this agreement the total amount of Ten Thousand Two Hundred Ii ollars ($10,200). Such payment by the City to the Service Provider shall be made in one install ent of Ten Thousand Two Hundred Dollars ($10,200). The aforementioned installment payment shall be made within thirty days of the date of this agreement; provided, however, that no such payment shall be made to Service Provider until Service Provider has provided the budget requi ed by paragraph 6(A) herein. 5. The Service Provider shall apply the monies to be paid by the City to the Service Provider pursuant to the proceeding paragraph hereof solely to operating expenses such as staff salary and benefits, meeting expenses, and expenses associa ed with the Subject Services to be provided by the Service Provider pursuant to this agreement. 6. The Service Provider shall complete, maintai 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 requested by the City. ithout limiting the foregoing, the parties further agree as follows: A. The Service Provider shall provide a bus get to the City which shall reflect the projected distribution of fu ds received from the City pursuant to this agreement during the t:rm of this agreement. The budget shall be submitted to the Assist. t City Manager of the City prior to any payment by the City. B. The Service Provider shall provide ritten performance reports detailing the disbursements of the monis to be paid by the City to the Service Provider pursuant to this a!.1 eement. The reports shall be provided to the City quarterly on Mar h 31, 2006; June 30, 2006; September 30, 2006; and December 31, :006. C. The City has the right to review all accounting records of the Service Provider related to the use of t e monies to be paid by the 2006 Senior Services Purchase of Service Agreement April 7, 2006 Page 5 City to the Service Provider pursuant to this agreement upon 72 hours advance notice from the City to t l e Service Provider. D. The Service Provider shall have an au•it performed on its financial statements for the year ending Decemb-r 31, 2005. The audit must be performed by an independent ertified public accountant recognized in good standing by the erican Institute of Certified Public Accountants and licensed in the .tate of Illinois. The Service Provider shall provide the City with o copies of the said audited financial statement along with the man:gement letter and any other correspondence related to internal cont iol matters on or before July 15, 2006. These statements shall be su•mitted to the Assistant City Manager at City Hall, 150 Dexter C•urt, Elgin, Illinois 60120- 5555. 7. In the event this agreement is terminated, or i the event the Subject Services for which the City funds provided herein are to be applied are d scontinued, or the Service Provider ceases its operations prior to December 31, 2006, the Service Provider shall refund to the City on a prorated per diem basis the funds paid hereunder for the po ion of the year remaining after any such termination or for the portion of the year the Subject Se ices were not conducted. 8. Service Provider agrees and warrants that the Service Provider has procured all licenses, permits or like permission required by law to condu t or engage in the Subject Services provided for in this agreement, and that the Service Provider will procure all additional licenses, permits or like permission hereinafter required by law during the term of this agreement, and that the Service Provider will keep same in full force and effect during the term of this agreement. Service Provider shall perform the Subject Services with d e care and in compliance with all applicable legal requirements. 9. The City of Elgin shall be recognized as a s•onsor of the Service Provider and shall receive the benefits of sponsorship consistent with thr level of support provided in this agreement. At a minimum, the City's support shall be ac owledged on all print materials promoting the Service Provider's organization, press rele.ses, 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 Ci y. 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 se.l or logo is deemed appropriate, approval by the Public Information Officer of the City is requ'i ed prior to printing. 2006 Senior Services Purchase of Service Agreement April 7, 2006 Page 6 11. The term of this agreement shall commence `om the date of the execution hereof and continue through December 31, 2006. 12. 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 P ovider to the City arising out of this agreement shall be that of an independent contractor. It is e, pressly agreed and understood that the Service Provider and the Service Provider's officer., 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 either party violates or breaches any term •f this agreement, such violation or breach shall be deemed to constitute a default, and the other party has the right to seek administrative contractual or legal remedies as may be suitabi e to the violation or breach; and, in addition, if either party by reason of any default, fails to ithin fifteen (15) days after notice thereof by the other party to comply with the conditions of the agreement, the other party may terminate this agreement. Notwithstanding the foregoing, or anything else to the contrary in this agreement, no action shall be commenced by the Service Provider against the City for monetary damages. In the event any legal action is brought by the Ci uy 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 Se ice Provider reasonable interest and reasonable attorney's fees. 14. Notwithstanding any other provision hereof, the City may terminate this agreement at any time upon thirty (30) days prior written no ice to 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 amoun set forth under paragraph 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 Provi o er by the City and shall refund to the City any unearned or unexpended funds. 15. To the fullest extent permitted by law, Se ice Provider agrees to indemnify, defend and hold harmless the City, its officers, employees, ag-nts, boards and commissions from and against any and all claims, suits, judgments, costs, atto ey's fees, damages or other relief, including but not limited to worker's compensation claims, any way resulting from or arising out of negligent actions or omissions of the Service Providei in connection herewith, including negligence or omissions or agents of the Service Provider ari.ing out of the performance of this agreement and/or the Subject Services. In the event of any .ction against the City, its officers, employees, agents, boards or commissions covered by the foregoing duty to indemnify, defend 2006 Senior Services Purchase of Service Agreement April 7, 2006 Page 7 and hold harmless, such action shall be defended by legal c sunsel of the City's choosing. The provisions of this paragraph shall survive any expiration and/.r termination of this agreement. 16. The Service Provider shall provide, pay for ans maintain in effect, during the term of this agreement, comprehensive automobile liability insura ce 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 proper4 . The Service Provider shall also provide, pay for and maintain in effect, during the term of thi. agreement,worker's compensation insurance in amounts required under the laws of the State o Illinois. At the request of the City the Service Provider shall provide to the City certificates o insurance regarding the insurance required in this paragraph. 17. No official, director, officer, agent or emp oyee of the City shall be charged personally or held contractually liable under any term or pro ision of this Agreement or because of their execution, approval or attempted execution of this A: eement. 18. In all hiring or employment made possible or esulting from this Agreement, there shall be no discrimination against any employee or applica t 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 oc,upational qualification, and this requirement shall apply to, but not be limited to, the followi g: employment advertising, layoff or termination, rates of pay or other forms of compensation d selection for training, including apprenticeship. 19. No person shall be denied or subjected to dis'rimination in receipt of the benefit of any services or activities made possible by or resulting fro this Agreement on the grounds of sex, race, color, creed, national origin, age except minim i m age and retirement provisions, marital status or the presence of any sensory, mental or physi al handicap. Any violation of this provision shall be considered a violation of a material provi-ion of this Agreement and shall be grounds for cancellation, termination or suspension, in whole or in part, of the Agreement by the City. 20. The parties intend and agreed that, if any para_ aph, sub-paragraph, phrase, clause or other provision of this Agreement, or any portion thereof, I all be held to be void or otherwise unenforceable, all other portions of this Agreement shall rem.in in full force and effect. 21. This Agreement and its exhibits 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 part, agrees that no representations or warranties shall be binding upon the other party unless expr:ssed 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 tie resolution of any disputes or the 2006 Senior Services Purchase of Service Agreement April 7, 2006 Page 8 enforcement of any rights pursuant to this agreement sha 1 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 of this contract, the Service Provider shall have written sexual harassment policies that include, at a minimum, the followin! information: A. the illegality of sexual harassment; B. the definition of sexual harassment unde state law; C. a description of sexual harassment, utilizing examples; D. the vendor's internal complaint process i i cluding penalties; E. the legal recourse, investigative and co plaint process available through the Illinois Department of Human Rights, and the Illinois Human Rights Commission; F. directions on how to contact the departm-nt and commission; G. protection against retaliation as provithd by Section 6-101 of the Human Rights Act. A copy of the policies must be provided o the Department of Human Rights upon request(775 ILCS 5/2-105). 25. All notices, reports and documents required under this Agreement shall be in writing and shall be mailed by First Class Mail,postage prep.id, addressed as follows: As to the City: As to ervice Provider: City of Elgin Senior Services Associates, Inc. 150 Dexter Court 101 S•uth Grove Ave Elgin, IL 60120-5555 Elgin, I L 60120 Attention: Sean Stegall Attn: :,ette Schoenholtz Assistant City Manager Execu iive Director With a copy to: William A. Cogley, Corporation Counsel City of Elgin 150 Dexter Court Elgin, IL 60120-5555 2006 Senior Services Purchase of Service Agreement April 7, 2006 Page 9 26. This agreement is and shall be deemed to c el strue 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 purportei drafter of same, by any court of competent jurisdiction in order to resolve any inconsistency, : biguity, vagueness or conflict, if any, of the terms and provisions contained herein. 27. This agreement shall be binding on the p: ies hereto and their respective successors and permitted assigns. This agreement and t e 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. IN WITNESS WHEREOF, the undersigned have ente ed into executed this agreement on the date and year first written above. CITY OF ELGIN, a municipal corporation Senio Services Associates, Inc. By By City Manager Executive Director Attest: City Clerk F:\Legal Dept\Agreement\PSA-DRAFT FORM 1-06 WAC.doc 2006 Senior Services Purchase of Service Agreement April 7, 2006 Page 10 EXHIBIT A Senior Services Associates, Inc.—Sco.e of Services 2006 Purchase of Service Agr:ement Senior Services shall continue to administer the Neighbor t. Neighbor program. This program arranges volunteers to assist with the needs of seniors'. Se l for Services shall actively promote the Neighbor to Neighbor program throughout Elgin incl uding outreach to City staff and neighborhood groups. Senior Services, cooperating with the City's Police Depart ent, shall offer the Triad program designed to reduce the criminal victimization of senior citiz ins and enhance the delivery of law enforcement services to senior citizens. Senior Services shall provide information and assistance to Elgin residents requiring access to City services. Senior Services shall work with the City to provide senior volunteers to assist with City and community events.