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09-63 t, Resolution No. 09-63 RESOLUTION AUTHORIZING EXECUTION OF A PURCHASE OF ',ERVICE AGREEMENT WITH SENIOR SERVICES ASSOCIA ES, INC. BE IT RESOLVED BY THE CITY COUNCIL OF TIE CITY OF ELGIN,ILLINOIS,that Olufemi Folarin,City Manager,and Diane Robertson,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/E Schock Ed S,hock, Mayor Presented: March 18, 2009 Adopted: March 18, 2009 Omnibus Vote: Yeas: 6 Nays: 0 Attest: s/Diane Robertson Diane Robertson, City Clerk PURCHASE OF SERVICE AG'EEMENT THIS AGREEMENT is made and entered into this /fes' day of 6717,e/A,c4.) , 2009, by and between the CITY OF ELGIN, Illinois, a municipal corporation (hereinafter ref-rred to as the "City") , and Senior Services Associates, Inc. , a ot-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 int• 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 agree as follows: 1 . The Service Provider shall pro, ide all of the services pursuant to the terms and conditions and •n the dates and times as described in the document entitled Senor Services Associates, Inc. - Scope of Services for 2009 Purcha-e of Service Agreement, attached hereto as Exhibit A and made a pert hereof (such services including the terms, conditions, dates aid 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 represents and warrants that the Service Provider has the skills and knowl-dge 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, amende. or altered except by a written amendment to this agreement agree• 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 Servi.e Provider warrants and agrees to maintain all facilities and equipment used in the performing of the Subject Services in a 'lean, sanitary and safe condition and free from defects of every .ind whatsoever. Service Provider agrees and warrants that the Service Provider will periodically inspect all of such facilit ' es 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 no 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 Subject Services on properties owned or controlled by the City, Service Provider agrees and warrants to use, and to cause persons pa ticipating in the Subject Services to use, through proper super ision and control, all facilities with due care, and to report all defects in or damage to any such facilities, and the cause there.f, 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 Twelve Thousand Six Hundred Dollars ($12, 600) . Such pay ent by the City to the Service Provider shall be made in two ins ailments of Six Thousand Three Hundred Dollars ($6, 300) . Th- first aforementioned installment payment shall be made within 30 days of the date of this agreement . The second aforementi.ned installment payment shall be made on or before November 30, 2109. However, the second installment payment shall not be made pr or to 30 days after the Service Provider' s submission of the budget document and audited financial statement documents referred t* 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 expe ses 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 Manager of the City prior to any payment by the City. -2- B. The Service Provider sha 1 provide written performance reports detailing the disbursements of the monies to be paid by the City to the Service Provider pursuant to this agreement. The reports shall be provided to the City quarterly on March 31, 2009; June 30, 2009; September 30, 2009; and De4ember 31, 2009. 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 sh.11 have an audit performed on its financial statements for the year ending December 31, 2108 . The audit must be performed by an independ-nt certified public accountant recognized in good standing by the American Institute of Certified Public Accountants and licensed in the State of Illinois. The Service Pro ider shall provide the City with two copies of the said audited financial statement along ith the management letter and any other corre pondence related to internal control matters o or before July 15, 2009. These statements sh.:ll 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 City funds provided herein are to be applied are discontinued, or th Service Provider ceases its operations prior to December 31, 2019, the Service Provider shall refund to the City on a prorated •er diem basis the funds paid hereunder for the portion of the year remaining after any such termination or for the portion of the y-ar 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 in the Subject Services provided for in this agreement, and that 'he Service Provider will procure all additional licenses, permits or like permission hereinafter required by law during the teem of this agreement, and that the Service Provider will keep same n full force and effect -3- during the term of this agreement . Serv' ce Provider shall perform the Subject Services with due care and in compliance with all applicable legal requirements. 9. The City of Elgin shall be reco•nized 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 Provid=r' s organization, press releases, radio advertising, web page information and event program(s) through the following mandato y 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 •urpose. 10 . In all printed materials in whi h a City seal or logo is deemed appropriate, approval by the Public 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, 2009. 12 . This agreement shall not be con trued so as to create a partnership, joint venture, employment or other agency relationship between the parties hereto. Service PIovider understands and agrees that the relationship of the Sery ce 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 offic rs, 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 br-aches any term of this agreement, such violation or breach shall oe deemed to constitute a default, and the other party has the righ 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) day- 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 "rovider against the City for monetary damages . In the event any logal 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 -4- from the Service Provider reasonable interest and reasonable attorney' s fees. 14 . Notwithstanding any other prov' sion hereof, the City may terminate this agreement at any time upoi thirty (30) days prior written notice to the Service Provide' . In the event this agreement is so terminated, the Service 'rovider shall be paid for services actually performed, and reimbu sable expenses actually incurred prior to termination, except th.t reimbursement shall not in any event exceed the total amount set forth under paragraph 4 above. Additionally, in the event this a.reement is so terminated, the Service Provider shall immediately cease the expenditure of any funds paid to the Service Provider by the City and shall refund to the City any unearned or unexpended fund-. 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 ents, 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 .r omissions or agents of the Service Provider arising out of tle performance of this agreement and/or the Subject Services. I the event of any action against the City, its officers, emplo ees, 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 .f 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 agreement, comprehensive automobile liability insurance covering . 11 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 property. The Service Provide shall also provide, pay for and maintain in effect, during the erm of this agreement, worker' s compensation insurance in amount% 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 Agreeme t or because of their execution, approval or attempted executio of this Agreement. 18 . In all hiring or employment ma.e possible or resulting -5- t from this Agreement, there shall be no d scrimination against any employee or applicant for employment be ause of sex, age, race, color, creed, national origin, marital s atus, of the presence of any sensory, mental or physical handicap, unless based upon a bona fide occupational qualification, and thi requirement shall apply to, but not be limited to, the following: employment advertising, layoff or termination, rates of pay or o her forms of compensation and selection for training, including ap renticeship. 19. No person shall be denied or s bjected 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 .r the presence of any sensory, mental or physical handicap. Any violation of this provision shall be considered a violatio of a material provision of this Agreement and shall be gro nds for cancellation, termination or suspension, in whole or in i.art, 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 io be void or otherwise unenforceable, all other portions of this Agreement 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 ext-nded except by written amendment duly executed by the parties. ach 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 io have been made in, and shall be construed in accordance with tie laws of the State of Illinois. Venue for the resolution of any disputes or the enforcement of any rights pursuant to th' s 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 a-. 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 contrac , the Service Provider shall have written sexual harassment policies that include, at a minimum, the following information: A. the illegality of sexual haras .ment; -6- B. the definition of sexual harasIsment under state law; C. a description of sexual harassment, utilizing examples; D. the vendor' s internal complint 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 conta t the department and commission; G. protection against retaliatio 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' 5 5/2-105) . 25. All notices, reports and documents required under this Agreement shall be in writing and shall .e mailed by First Class Mail, postage prepaid, addressed as follo, s: As to the City: A. to Service Provider: City of Elgin S-nior Services A.sociates, Inc. 150 Dexter Court 111 South Grove Ave Elgin, IL 60120-5555 Elgin, IL 60120 Attention: Sean Stegall A tn: 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 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 otherwi.e purported drafter of same, by any court of competent jurisdicuion in order to resolve any inconsistency, ambiguity, vagueness or conflict, if any, of the terms and provisions contained herein. 27 . This agreement shall be bindi g on the parties hereto and their respective successors and permitted assigns. This agreement and the obligations herein may not be assigned by the Service Provider without the express wriuten consent of the City -7- which consent may be withheld at the sole, discretion of the City. 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 • NIL By ` _ By Ci!nnager Executive Dire or Attest: City Clerk -8- EXHIBIT A Senior Services Associates, Inc. - , Scope of Services 2009 Purchase of Service Agreement Senior Services shall continue to administer the Neighbor to Neighbor program. This program arranges volunteers to assist with the needs of seniors. Senior Services shall actively promote the Neighbor to Neighbor program throughout Elgin including outreach to City staff and neighborhood groups . Senior Services, cooperating with the City' s Police Department, shall offer the Triad program designed to reduce the criminal victimization of senior citizens and enhabce the delivery of law enforcement services to senior citizens. Senior Services shall provide informationand assistance to Elgin residents requiring access to City servics. Senior Services shall work with the City to provide senior volunteers to assist with City and community events. Senior Services shall provide one table alt their annual dinner/event for City officials to attend,. F:\Recreation\PSA Agreements\Senior Services Associates\Senior Services Associates PSA 2009.doc -9- February 26, 2009 4:..if : ".' YCity _ TO: Mayor and Members of the Council FROM: Olufemi Folarin, City Manager ) Randy Reopelle, Parks and Recreation Director SUBJECT: Senior Services 2009 Purchase of Service Agreement PURPOSE The purpose of this memorandum is to provide the Mayor and l`members of the City Council with information to consider the 2009 Purchase of Service Agreement with Senior Services Associates, Inc. RECOMMENDATION It is recommended that the City Council approve the 2009 Purchase of Service Agreement with Senior Services Associates, Inc. in the amount of$12,600. BACKGROUND Senior Services Associates, Inc. was founded in 1973 for the prpose 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 recreati n, transportation, home delivered meals, assistance in accessing public benefits, adult day cake, and in-home services. Senior Services also helps to assess the health, financial and housing reeds of seniors 60 and older. Financial support for Senior Services in the amount $12,600 is included in the 2009 budget. Senior Services has proposed that these funds be utilized to su$port the following programs: • Neighbor to Neighbor - a program matching community volunteers with specific senior � Y P needs • Triad - an educational program designed to reduce til, criminal victimization of senior citizens and enhance the delivery of law enforcement s rvices to senior citizens • To provide information to Elgin residents requiring acc ss to City services • Recruitment of volunteers for City and community nee s All requirements of the 2008 Purchase of Service Agreement hove been met. Senior Services 2009 Purchase of Service Agreement February 26, 2009 Page 2 COMMUNITY GROUPS/INTERESTED PERSONS CONTACTED None FINANCIAL IMPACT The cost of the 2009 Purchase of Service Agreement is $12,600. There are sufficient funds budgeted ($12,600) and available ($12,600) in the Riverboat',Fund, account number 275-0000- 791.80-04,to fund the Purchase of Service Agreement with Senior Services. LEGAL IMPACT None ALTERNATIVES 1. The City Council may choose to approve the 2009 Putchase of Service Agreement with Senior Services Associates, Inc. in the amount of$12,600. 2. The City Council may choose not to approve the 2009 Purchase of Service Agreement with Senior Services Associates, Inc. in the amount of$12,600. Respectfully submitted for Council consideration. mc attachment 1 Memorandum i�'' City of Elgin Date: April 2, 2009 To: Maria Cumpata, Recreation and Facilities Superintendent From: Jennifer Quinton, Deputy City Clerk Subject: Resolution No. 09-63, adopted at the March 18, 2009 City Council Meeting Enclosed you will find the agreements listed below. Please di tribute to the appropriate parties and if needed, retain a copy for your records. If you have any uestions please feel free to contact our office 847-931-5660 and we will do our best to ass'st you. Thank you. • Agreement with Senior Services Associates, Inc.