08-68 Resolution No. 08-68
RESOLUTION
AUTHORIZING EXECUTION OF A PURCHASE OF S RVICE AGREEMENT WITH
SENIOR SERVICES ASSOCIAT I S, INC.
BE IT RESOLVED BY THE CITY COUNCIL OF TH CITY OF ELGIN,ILLINOIS,that
Olufemi Folarin,City Manager,and Diane Robertson,City Cl:1 k,be and are hereby authorized and
directed to execute a Purchase of Service Agreement on beh;if of the City of Elgin with Senior
Services Associates,Inc.to provide support for programs assist'ng senior citizens,a copy of which is
attached hereto and made a part hereof by reference.
s/ Ed Schock
Ed Scl ock, Mayor
Presented: March 12, 2008
Adopted: March 12, 2008
Omnibus Vote: Yeas: 7 Nays: 0
Attest:
s/Diane Robertson
Diane Robertson, City Clerk
FEB 2 2 2008
PURCHASE OF SERVICE AG"EEMENT
THIS AGREEMENT is made and entered into this\ day
of 11 \ c\("(* , 2008, by and between the CITY OF ELGIN, Illinois,
a municipal corporation (hereinafter referred to as the "City") ,
and Senior Services Associates, Inc . , a net-for-profit corporation
organized and existing under the laws •f 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 inti• an agreement with the
Service Provider for the Service Prov der to provide certain
contract services as described in this a•reement ; and
WHEREAS, the Service Provider rep •esents that it has the
necessary expertise and experience to fur ish the Subject Services
upon the terms and conditions set forth ' n this agreement .
NOW, THEREFORE, in consideration of the mutual promises and
covenants contained herein, the sufficiency of which is hereby
acknowledged, the parties hereto hereby .gree as follows :
1 . The Service Provider shall pro ide all of the services
pursuant to the terms and conditions and en the dates and times as
described in the document entitled Senior Services Associates,
Inc . - Scope of Services for 2008 Purcha-e of Service Agreement,
attached hereto as Exhibit A and made a p.rt hereof (such services
including the terms, conditions, dates a d 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 knowl=dge necessary to conduct
the Subject Services provided for in Exhib t A and that the Subject
Services set forth in Exhibit A are ntegral 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 ad•ress 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 'ervices to be performed
on other than City properties, the Servic- Provider warrants and
agrees to maintain all facilities and equipment 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 facilites and equipment for such
purposes . Service Provider also warrants that the Service Provider
and the Service Provider' s facilities a d equipment used in the
performing of the Subject Services are nog 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. In connection with the Subjec Services on properties
owned or controlled by the City, Serv' ce Provider agrees and
warrants to use, and to cause persons participating in the Subject
Services to use, through proper super ision and control , all
facilities with due care, and to report a 1 defects in or damage to
any such facilities, and the cause thereof, if known, immediately
to the Assistant City Manager of the Cit .
4 . The City shall pay the Service Provider for the Subject
Services under this agreement the total a ount of Fifteen Thousand
Two Hundred Dollars ($15, 200) . Such pay ent by the City to the
Service Provider shall be made in two installments of Seven
Thousand Six Hundred Dollars ($7, 600) . The first aforementioned
installment payment shall be made withi 30 days of the date of
this agreement . The second aforementioned installment payment
shall be made on or before November 30 , 21)08 . However, the second
installment payment shall not be made prior to 30 days after the
Service Provider' s submission of the budget document and audited
financial statement documents referred to in paragraph 6 of this
agreement .
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 expenses such as staff salary
and benefits, meeting expenses, and expe ses associated with the
Subject Services to be provided by the Ser ice Provider pursuant to
this agreement .
6 . The Service Provider shall comp ete, 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 a budget to
the City which shall ref ect the projected
distribution of funds rece ved from the City
pursuant to this agreement during 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.
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B. The Service Provider sha 1 provide written
performance reports detailiig the disbursements
of the monies to be paid •y the City to the
Service Provider pursuant to this agreement .
The reports shall be pro ided to the City
quarterly on March 31 , 2018 ; June 30, 2008 ;
September 30 , 2008 ; and December 31, 2008 .
C. The City has the right to review all accounting
records of the Service Pro ider related to the
use of the monies to be paio by the City to the
Service Provider pursuant to this agreement
upon 72 hours advance noti4e from the City to
the Service Provider.
D. The Service Provider sha 1 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 g.Dod 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 of the said audited
financial statement along ith the management
letter and any other corres•ondence related to
internal control matters on or before July 15,
2008 . These statements sh-11 be submitted to
the Assistant City Manager at City Hall , 150
Dexter Court, Elgin, Illinois 60120-5555 .
7 . In the event this agreement i- terminated, or in the
event the Subject Services for which the C ' ty funds provided herein
are to be applied are discontinued, or the 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 year the Subject Services
were not conducted.
8 . Service Provider agrees and wa rants that the Service
Provider has procured all licenses, per its or like permission
required by law to conduct or engage i the Subject Services
provided for in this agreement, and that t e Service Provider will
procure all additional licenses, permi s or like permission
hereinafter required by law during the ter of this agreement, and
that the Service Provider will keep same ' n full force and effect
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during the term of this agreement . Servi.e Provider shall perform
the Subject Services with due care and in compliance with all
applicable legal requirements .
9 . The City of Elgin shall be recog ized as a sponsor of the
Service Provider and shall receive the benefits of sponsorship
consistent with the level of support pro' ided in this agreement .
At a minimum, the City' s support shall be ,acknowledged on all print
materials promoting the Service Provide' ' s organization, press
releases, radio advertising, web page information and event
program(s) through the following mandator, funding identification
statement : "Funding for the organization 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 p rpose .
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 shall commence from the date
of the execution hereof and continue thro gh December 31, 2008 .
12 . This agreement shall not be con-trued so as to create a
partnership, joint venture, employment or ether agency relationship
between the parties hereto. Service P ovider understands and
agrees that the relationship of the Serv' ce Provider to the City
arising out of this agreement shall be that of an independent
contractor. It is expressly agreed and unierstood 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 oe deemed to constitute a
default, and the other party has the righu to seek administrative
contractual or legal remedies as may be sPitable to the violation
or breach; and, in addition, if either marty by reason of any
default, fails to within fifteen (15) days after notice thereof by
the other party to comply with the conditi•ns of the agreement, the
other party may terminate this agreemen■ . Notwithstanding the
foregoing, or anything else to the contrary in this agreement, no
action shall be commenced by the Service P ovider against the City
for monetary damages . In the event any lelal action is brought by
the City 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
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from the Service Provider reasonable interest and reasonable
attorney' s fees .
14 . Notwithstanding any other provi•.ion hereof, the City may
terminate this agreement at any time upo thirty (30) days prior
written notice to the Service Provide . In the event this
agreement is so terminated, the Service P ovider shall be paid for
services actually performed, and reimbursable expenses actually
incurred prior to termination, except than reimbursement shall not
in any event exceed the total amount set forth under paragraph 4
above. Additionally, in the event this agreement 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 Harmless the City, its
officers, employees, agents, boards an. commissions from and
against any and all claims, suits, judg lents, costs, attorney' s
fees, damages or other relief, includ ' ng but not limited to
worker' s compensation claims, in any way resulting 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, employ-es, agents, boards or
commissions covered by the foregoing duty to indemnify, defend and
hold harmless, such action shall be defe ded by legal counsel of
the City' s choosing. The provisions of this paragraph shall
survive any expiration and/or termination of this agreement .
16 . The Service Provider shall provide, pay for and maintain
in effect, during the term of this asreement, comprehensive
automobile liability insurance covering .11 owned, non-owned and
hired motor vehicles used in connection w th the Subject Services
with limits of not less than $500, 000 per occurrence for damages to
persons or property. The Service Provider shall also provide, pay
for and maintain in effect , during the germ 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 ce tificates of insurance
regarding the insurance required in this paragraph.
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 Agreemen or because of their
execution, approval or attempted executio of this Agreement .
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18 . In all hiring or employment maoe possible or resulting
from this Agreement, there shall be no discrimination against any
employee or applicant for employment be•ause of sex, age, race,
color, creed, national origin, marital st.tus, 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 otier forms of compensation
and selection for training, including app enticeship .
19 . No person shall be denied or su•njected to discrimination
in receipt of the benefit of any serv' ces or activities made
possible by or resulting from this Agreeme t on the grounds of sex,
race, color, creed, national origin, age except minimum age and
retirement provisions, marital status .•r 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 part , of the Agreement by
the City.
20 . The parties intend and agreed that, if any paragraph,
sub-paragraph, phrase, clause or other pro, ision of this Agreement,
or any portion thereof, shall be held .o be void or otherwise
unenforceable, all other portions of this ,greement shall remain in
full force and effect .
21 . This Agreement and its exhibit- constitutes the entire
Agreement of the parties on the subject m.:tter 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 biniing upon the other party
unless expressed 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 t e 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, Illinoi-. .
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 -.tate or federal statute
regarding bid rigging.
24 . As a condition of this contraci , the Service Provider
shall have written sexual harassment poli ies that include, at a
minimum, the following information:
A. the illegality of sexual haras%ment ;
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B. the definition of sexual Kara sment under state law;
C. a description of sexual harass ent, utilizing examples;
D. the vendor' s internal complaint process including
penalties;
E . the legal recourse, investigat 've 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
6-101 of the Human Rights Act .
A copy of the policies must be p ovided to the Department
of Human Rights upon request (775 IL, S 5/2 -105) .
25 . All notices, reports and docum:nts required under this
Agreement shall be in writing and shall se mailed by First Class
Mail, postage prepaid, addressed as folio s :
As to the City: A. to Service Provider:
City of Elgin Srnior Services
A..sociates, Inc .
150 Dexter Court 101 South Grove Ave
Elgin, IL 60120-5555 E gin, IL 60120
Attention: Sean Stegall Altn: Bette Schoenholtz
Assistant City Manager E ecutive 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 seemed to construe to be
a joint and collective work product of tie City and the Service
Provider and, as such, this agreement .hall not be construed
against the other party, as the otherwi-e purported drafter of
same, by any court of competent jurisdict ' on in order to resolve
any inconsistency, ambiguity, vagueness or conflict, if any, of the
terms and provisions contained herein.
27 . This agreement shall be bindinI on the parties hereto
and their respective successors and pe .mitted assigns . This
agreement and the obligations herein may not be assigned by the
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Service Provider without the express wri ten consent of the City
which consent may be withheld at the sole discretion of the City.
IN WITNESS WHEREOF, the undersigned h ve entered into executed
this agreement on the date and year first written above .
CITY OF ELGIN, a municipal SenioriServices Associates, Inc.
corporation I
By 1411U lik
By
77 ' .nage xecutive Direc X r
Attest :
\ tom.
City Clerk
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EXHIBIT A
Senior Services Associates, Inc. - Scope of Services
2008 Purchase of Service greement
Senior Services shall continue to admini9ter the Neighbor to
Neighbor program. This program arranges 'ivolunteers to assist
with the needs of seniors . Senior Servi.es shall actively
promote the Neighbor to Neighbor program throughout Elgin
including outreach to City staff and nei•hborhood groups .
Senior Services, cooperating with the City' s Police Department,
shall offer the Triad program designed t. reduce the criminal
victimization of senior citizens 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 servic-s .
Senior Services shall work with the City o provide senior
volunteers to assist with City and community events .
F:\Recreation\PSA Agreements\Senior Services Associates\Senior Services Associates PSA 2008.doc
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February 22, 2008
TO: Mayor and Members of the City Council _FROM: Olufemi Folarin, City Manager
Randy Reopelle, Parks and Recreation Directo
SUBJECT: Senior Services 2008 Purchase of Service Agri ement
PURPOSE
The purpose of this memorandum is to provide the Mayor anis members of the City Council with
information to consider the 2008 Purchase of Service greement with Senior Services
Associates, Inc.
RECOMMENDATION
It is recommended that the City Council approve the 2008 P rchase of Service Agreement with
Senior Services Associates, Inc. in the amount of$15,200.
BACKGROUND
Senior Services Associates, Inc. was founded in 1973 for thepurpose of meeting the needs of the
community's older adult population. Senior Services provi s es assistance to over 2,000 older
adults from Elgin each year. These services include recreat'on, transportation, home delivered
meals, assistance in accessing public benefits, adult day c.l e, and in-home services. Senior
Services also helps to assess the health, financial and housing eeds of seniors 60 and older.
Financial support for Senior Services in the amount $15,210 is included in the 2008 budget
(funded through the Riverboat Fund). 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 s-rvices to senior citizens.
• To provide information to Elgin residents requiring ac'ess to City services.
• Recruitment of volunteers for City and community nee s s.
All requirements of the 2007 Purchase of Service Agreement ave been met.
•
Senior Services 2008 Purchase of Service Agreement
February 22, 2008
Page 2
COMMUNITY GROUPS/INTERESTED PERSONS CONTACTED
None
FINANCIAL IMPACT
There are sufficient funds budgeted ($15,200) and available ($15,200) in the Riverboat Fund,
account number 275-0000-791.80-04, to fund the Purchase o f Service Agreement with Senior
Services in the amount of$15,200.
LEGAL IMPACT
None
ALTERNATIVES
1. The City Council may choose to approve 2008 Pur hase of Service Agreement with
Senior Services Associates, Inc. in the amount of$15, 00.
2. The City Council may choose not to approve 2008 P rchase of Service Agreement with
Senior Services Associates, Inc. in the amount of$15,200.
Respectfully submitted for Council consideration.
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