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07-118 Resolution No. 07-118 RESOLUTION AUTHORIZING EXECUTION OF A PURCHASE OF SERVICE AGREEMENT WITH UNITED WAY OF ELGIN, INC. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,ILLINOIS,that Olufemi Folarin, City Manager, and Jennifer Quinton, Acting City Clerk, be and are hereby authorized and directed to execute a purchase of service agreement on behalf of the City of Elgin with the United Way of Elgin, Inc., a copy of which is attached hereto and made a part hereof by reference. s/Ed Schock Ed Schock, Mayor Presented: May 23, 2007 Adopted: May 23, 2007 Omnibus Vote: Yeas: 7 Nays: 0 Attest: s/Jennifer Quinton Jennifer Quinton,Acting City Clerk c Resolution No. 07-118 RESOLUTION AUTHORIZING EXECUTION OF A PURCHASE OF SERVICE AGREEMENT WITH UNITED WAY OF ELGIN, INC. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,ILLINOIS,that Olufemi Folarin, City Manager, and Jennifer Quinton, Acting City Clerk, be and are hereby authorized and directed to execute a purchase of service agreement on behalf of the City of Elgin with the United Way of Elgin, Inc., a copy of which is attached hereto and made a part hereof by reference. Ed Schock, Mayor Presented: May 23, 2007 Adopted: Vote: Yeas Nays: Recorded: Attest: Jennifer Quinton, Acting City Clerk PURCHASE OF SERVICE AGREEMENT WITH UNITED WAY OF ELGIN, INC. THIS AGREEMENT is made and entered into this ,Aday of11\G ,2007, by and between the CITY OF ELGIN, an Illinois municipal corporation (hereinafter re- ferred to as the "City"), and UNITED WAY OF ELGIN, INC., a not-for-profit corporation organized and existing under the laws of the State of Illinois(hereinafter referred to as the "Service Provider"). WHEREAS,the City has determined that 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 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 consideration of the mutual promises and covenants con- tained 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 "United Way of Elgin,Inc.—Scope of Services for 2007 Purchase of Service agreement," attached hereto as Exhibit A and made a part hereof(such services including the terms, conditions, dates and times are hereinafter referred to as the"Subject Services"). In the event of any conflict between the provisions of this agreement and the provisions in Exhibit A,the provisions of this agreement shall control. The Service Provider represents and warrants 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 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 both parties hereto. 2. The Service Provider shall address all inquiries and requests made pursuant to this agreement to the Assistant City Manager of the City or his designee. 3. The City shall provide the Service Provider for the Subject Services under this agreement the total amount of Two Hundred Fifty Thousand and no/100 Dollars ($250,000.00)for disbursement to local human service providers.The City shall make such payment to the Service Provider within thirty (30) days of the date of this agreement. 4. 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 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 written performance reports de- tailing the disbursements of the monies to be paid by the City to the Service Provider pursuant to this agreement.The reports shall be pro- vided to the City quarterly on April 30,2007;June 30,2007;September 30, 2007; and December 31, 2007. B. 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 seventy-two (72) hours advance notice from the City to the Service Provider. C. The Service Provider shall have an audit performed on its financial statements for the year ending December 31, 2007.The audit must be performed by an independent certified public accountant recognized in good standing by the American Institute of Certified Public Ac- countants and licensed in the State of Illinois. The Service Provider shall provide the City with two copies of the said audited financial statement along with the management letter and any other corre- spondence related to internal control matters on or before July 15, 2008. These statements shall be submitted to the Assistant City Man- ager at City Hall, 150 Dexter Court, Elgin, Illinois 60120-5555. 5. 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 Service Provider ceases its operations prior to December 31,2007,the Service Provider shall refund to the City any remaining funds for the Subject Services that have not been disbursed by the Service Provider after any such termination or for the portion of the year the Subject Services were not conducted. 6.Service Provider agrees and warrants that the Service Provider has procured all li- censes,permits or like permission required by law to conduct or engage in the Subject Serv- ices provided for in this agreement, and that the Service Provider will procure all addi- tional 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 due care and in compliance with all applicable legal requirements. 7. The City of Elgin 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 minimum, the City's support shall be acknowledged on all print ma- terials promoting the Service Provider's organization,press releases,radio advertising,web page information and event program(s)through the following mandatory funding identifi- cation statement: "Funding for the organization is provided in part through the City of El- gin." Three samples of this acknowledgement shall be provided to the City. A logo pro- vided by the City to the Service Provider shall be used for this purpose. 8. In all printed materials in which a City seal or logo is deemed appropriate, ap- proval by the Public Information Officer of the City is required prior to printing. 2 9.The term of this agreement shall commence from the date of the execution hereof and continue through December 31, 2007. 10.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 un- derstands and agrees that the relationship of the Service Provider to the City arising out of this agreement shall be that of an independent contractor. It is expressly agreed and un- derstood that the Service Provider and the Service Provider's officers, employees and agents are not employees of the City and are not entitled to any benefits or insurance pro- vided to employees of the City. 11.If either party violates or breaches any term of 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 suitable to the violation or breach; and,in addition,if either party by reason of any default,fails to within fifteen(15)days af- ter 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 Pro- vider 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 Service Provider in this agree- ment 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. 12.Notwithstanding any other provision hereof,the City may terminate this agree- ment 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 immediately cease the ex- penditure of any funds paid to the Service Provider by the City and shall refund to the City any unexpended funds. 13.To the fullest extent permitted by law,Service Provider agrees to indemnify,de- fend 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 result- ing from or arising out of negligent actions or omissions of the Service Provider in connec- tion herewith,including negligence or omissions or agents of the 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 paragraph shall survive any expiration and/or termination of this agreement. 14. No official, director, officer, agent or employee of the City shall be charged per- sonally or held contractually liable under any term or provision of this agreement or be- cause of their execution, approval or attempted execution of this agreement. 15. In all hiring or employment made possible or resulting from this agreement, there shall be no discrimination against any employee or applicant for employment be- cause 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 qualifi- 3 cation, and this requirement shall apply to, but not be limited to, the following: employ- ment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training, including apprenticeship. 16.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, of the agreement by the City. 17. The parties intend and agree that, if any paragraph, sub-paragraph, phrase, clause or other provision of this agreement,or any portion thereof,shall be held to be void or otherwise unenforceable, all other portions of this agreement shall remain in full force and effect. 18.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 ex- cept by written amendment duly executed by the parties. Each party agrees that no repre- sentations or warranties shall be binding upon the other party unless expressed in writing herein or in a duly executed amendment hereof. 19.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. 20.The Service Provider certifies hereby that it is not barred from bidding on a pub- lic contact as a result of a violation of 720 ILCS 5/33E et seq. or any similar state or federal statute regarding bid rigging. 21.As a condition of this contract,the Service Provider shall have written sexual har- assment policies that include, at a minimum, the following information: A. The illegality of sexual harassment; B. The definition of sexual harassment under state law; C. A description of sexual harassment, utilizing examples; D. The vendor's internal 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 Com- mission; 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 provided to the Department of Human Rights upon request (775 ILCS 5/2-105). 4 22. 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 Service Provider: City of Elgin United Way of Elgin, Inc. 150 Dexter Court 2022 Larkin Avenue Elgin, IL 60120-5555 Elgin, IL 60123 Attention: Sean R. Stegall, Attention: Lynn A. Bosley, Assistant City Manager President With a copy to: William A. Cogley Corporation Counsel City of Elgin 150 Dexter Court Elgin, IL 60120-5555 23. This agreement is and shall be deemed to construe 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 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. 24.This agreement shall be binding on the parties hereto and their respective succes- sors and permitted assigns. This agreement and the 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 entered into executed this agree- ment on the date and year first written above. CITY OF ELGIN UNITED WAY OF ELGIN, INC. By: It _ , G � By: LTAI.E., a- •Lcai.24 ager Attest: Clerk 5 EXHIBIT A DESCRIPTION OF SERVICES TO BE PROVIDED BY SERVICE PROVIDER The Service Provider shall create a five-member panel within its organization consisting of the United Way of Elgin,Inc.Board Chair,the United Way of Elgin,Inc.Allocation Chair and three at- large appointments. This five-member panel shall determine the manner in which the $250,000 payment the City will be providing to the Service Provider shall be distributed to local human serv- ice providers serving the Elgin community, subject to the conditions set forth below. For the term beginning January 1, 2007 and continuing through December 31, 2009, the three at- large board appointments shall include City of Elgin City Council member Juan Figueroa,City of Elgin Assistant City Manager Sean R. Stegall, and Shelly Leonard. The$250,000 payment the City shall be providing to the Service Provider shall be divided into three distinct pools for distribution as follows to local human service providers serving the Elgin com- munity: • $50,000 shall be allocated for grants under the City of Elgin's community impact model. This grants funding shall be targeted for distribution to programs and services with demon- strated potential for positive results and sustained change. • $50,000 shall be allocated for emergency fund grants. Criteria for emergency fund grants shall include a sudden and unanticipated loss of funding, unexpected capital needs or a dramatic increase in service demand. General operating deficits shall not be considered a qualifying condition for emergency grant funding.Emergency fund grants shall be capped at$7,500 per local human service provider serving the Elgin community. • $150,000 shall be allocated for program grants.Program grants to any local human service provider serving the Elgin community shall be capped at$15,000 and shall be limited to one year's funding for such local human service provider. No local human service provider serving the Elgin community shall be eligible for program grant funding pursuant to the Subject Services of this agreement for two consecutive years. The Service Provider's schedule for awarding grants from each category may vary. Emergency grants shall be awarded on a first come, first served basis until the emergency grant funds are de- pleted. Program grants shall be awarded twice a year in March and September.Community impact grants shall be awarded throughout the program year as goals are established and the three impact councils created under the community impact model issue RFPs. The parties to this agreement an- ticipate that all funds from the$250,000 payment the City will be providing to the Service Provider will be expended by December 31, 2007. The Service Provider shall not impose a fee on the City or any local human service provider serving the Elgin community for its services in administering the Subject Services. The Service Provider shall provide the City with audited financial statements, detailed financial statements concerning the expenditures related to this program and a year-end report to include an executive summary discussing the program in accordance with this agreement. 6