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10-53 Resolution No. 10-53 RESOLUTION AUTHORIZING EXECUTION OF A PURCHASE OF SEI'VICE AGREEMENT WITH SENIOR SERVICES ASSOCIATE., INC. BE IT RESOLVED BY THE CITY COUNCIL OF TH CITY OF ELGIN, ILLINOIS, that Sean R. Stegall, City Manager, and Diane Robertson, City Cler , be and are hereby authorized and directed to execute a Purchase of Service Agreement on beha f of the City of Elgin with Senior Services Associates, Inc. to provide support for programs assisti g senior citizens,a copy of which is attached hereto and made a part hereof by reference. s/ Ed .chock Ed Sc ock, Mayor Presented: March 10, 2010 Adopted: March 10, 2010 Omnibus Vote: Yeas: 7 Nays: 0 Attest: s/Diane Robertson Diane Robertson, City Clerk PURCHASE OF SERVICE AG' :EMENT THIS AGREEMENT is made and entered into this\, day ofd-\\ ,201 ,by and between the CITY OF ELGIN, Illinois a corpmunicipal oration (herei after referred to as the P "City"), and Senior Services Associates, Inc., a not-for-profi corporation organized and existing under the laws of the State of Illinois (hereinafter referred to •,s the "Service Provider"). WHEREAS,the City has determined that it would se e 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 terms and onditions set forth in this agreement. NOW, THEREFORE, in consideration of the mutu.1 promises and covenants contained herein,the sufficiency of which is hereby acknowledged,the •arties 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 2010 Purchase of Service Agreement, attached hereto as Exhibit A and made a part hereof(such services including the erms,conditions,dates and times are hereinafter referred to as the"Subject Services"). In the event •f any conflict between the provisions of this agreement and the provisions in Exhibit A, the provi%ions of this agreement shall control. The Service Provider represents and warrants that the Service I'rovider has the skills and knowledge necessary to conduct the Subject Services provided for in Exh bit A and that the Subject Services set forth in Exhibit A are integral parts of this agreement and ma not be modified, amended or altered except by a written amendment to this agreement agreed to . d 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 dr signee. 3. In connection with the Subject Services to be p rformed on other than City properties, the Service Provider warrants and agrees to maintain all acilities and equipment used in the performing of the Subject Services in a clean, sanitary and s.fe condition and free from defects of every kind whatsoever. Service Provider agrees and wa ants that the Service Provider will periodically inspect all of such facilities and equipment for •,uch purposes. Service Provider also warrants that the Service Provider and the Service Provider'. facilities and equipment used in the performing of the Subject Services are not now, nor shall b• 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 o ned or controlled by the City,Service Provider agrees and warrants to use,and to cause persons part cipating in the Subject Services to use, through proper supervision and control, all facilities with d 1 e care, and to report all defects in or damage to any such facilities, and the cause thereof, if kno n, immediately to the Assistant City Manager of the City. 4. The City shall reimburse the Service Provide for the Subject Services under this agreement the total amount of Ten Thousand Seven Hundred I en Dollars($10,710). Such payment by the City to the Service Provider shall be made in two i stallments of Five Thousand Three Hundred Fifty Five Dollars($5,355). The first aforementione• installment payment shall be made within 30 days of the date of this agreement. The second afore entioned installment payment shall be made on or before November 30, 2010. 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 oft is agreement. 5. The Service Provider shall apply the monies lo be paid by the City to the Service Provider pursuant to the preceding paragraph hereof solely to •perating expenses such as staff salary and benefits,meeting expenses,and expenses associated with he Subject Services to be provided by the Service Provider pursuant to this agreement. 6. The Service Provider shall complete, maint.i n and submit to the Assistant City Manager of the City, or his designee, any and all records, rep•rts and forms relating to the Subject Services in this agreement as requested by the City. Witho t limiting the foregoing, the parties further agree as follows: A. The Service Provider shall provide a b dget to the City which shall reflect the projected distribution of f i nds received from the City pursuant to this agreement during the erm of this agreement. The budget shall be submitted to the Assist.nt 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 moni-s to be paid by the City to the Service Provider pursuant to this agre-ment. The reports shall be provided to the City quarterly on Ma h 31, 2010; June 30, 2010; September 30, 2010; and December 31 2010. C. The City has the right to review all acc•unting records of the Service Provider related to the use of the monis to be paid by the City to the Service Provider pursuant to this agreement upon 72 hours advance notice from the City to the Service Pro ider. D. The Service Provider shall have an au,it performed on its financial statements for the year ending December 31,2009. The audit must be performed by an independent certified •ublic accountant recognized in good standing by the American I stitute of Certified Public Accountants and licensed in the State o i Illinois. The Service Provider shall provide the City with two copie• of the said audited financial statement along with the manage I ent letter and any other correspondence related to internal cont •1 matters on or before July 15, -2- 2010. These statements shall be sub itted to the Assistant City Manager at City Hall, 150 Dexter Court 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, 2010,the Service 'rovider shall refund to the City on a prorated per diem basis the funds paid hereunder for the portio of the year remaining after any such termination or for the portion of the year the Subject Service were not conducted. 8. The City of Elgin shall be recognized as a spo sor of the Service Provider and shall receive the benefits of sponsorship consistent with the level o support provided in this agreement. At a minimum,the City's support shall be acknowledged on al I print materials promoting the Service Provider's organization,press releases,radio advertising,web •age information and event program(s) through the following mandatory funding identification state 1 ent: "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 provided by the City to the S irvice Provider shall be used for this purpose. 9. In all printed materials in which a City seal or ogo is deemed appropriate,approval by the Public Information Officer of the City is required prio to printing. 10. The term of this agreement shall commence fr•m the date of the execution hereof and continue through December 31, 2010. 11. This agreement shall not be construed so as lo create a partnership,joint venture, employment or other agency relationship between the parties ereto. Service Provider understands and agrees that the relationship of the Service Provider to the 1 ity arising out of this agreement shall be that of an independent contractor. It is expressly agreed an• understood 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 provided to employees •f the City. 12. If the Service Provider violates or breaches an term of this agreement,such violation or breach shall be deemed to constitute a default, and t e City shall have the right to seek administrative,contractual,legal or equitable remedies as ma, be suitable to the violation or breach; and, in addition, if the Service Provider by reason of any del ault, fails to within fifteen (15) days after notice thereof by the City to comply with the condit ons of the agreement, the City may terminate this agreement. If the City violates or breaches any erm of this agreement, such violation or breach shall be deemed to constitute a default,and in the e ent the City fails to within fifteen(15) days after notice thereof by the Service Provider to comply w' h the conditions of this agreement,the Service Provider as its sole and exclusive remedy may termi I ate this agreement. Notwithstanding anything to the contrary in this agreement,with the sole exce•tion of the monies the City has agreed to pay the Service Provider pursuant to Section 4 hereof, o action shall be commenced by the Service Provider, any related persons or entities, and/or a y of their successors and/or assigns, against the City for monetary damages. In the event any leg Al action is brought by the City for the -3- 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 o recover from the Service Provider reasonable interest and reasonable attorney's fees. The provis ons of this section shall survive any expiration, completion and/or termination of this agreement. 13. Notwithstanding any other provision hereof,the City may terminate this agreement at any time upon thirty (30) days prior written notice to the ervice 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, :xcept that reimbursement shall not in any event exceed the total amount set forth under Section 4 a s ove. Additionally, in the event this agreement is so terminated, the Service Provider shall imme.iately cease the expenditure of any funds paid to the Service Provider by the City and shall iefund to the City any unearned or unexpended funds. 14. To the fullest extent permitted by law, Service I'rovider agrees to indemnify, defend and hold harmless the City,its officers,employees,agents,bo, ds and commissions from and against any and all claims,suits,judgments,costs,attorney's fees,da ages or other relief,including 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 connectio I herewith, including negligence or omissions or agents of the Service Provider arising out of the ,erformance of this agreement and/or the Subject Services. In the event of any action against the ity, its officers, employees, agents, boards or commissions covered by the foregoing duty to inde inify,defend and hold harmless,such action shall be defended by legal counsel of the City's choosin t. The provisions of this section shall survive any expiration, completion and/or termination of this agreement. 15. The Service Provider shall provide,pay for anmaintain in effect,during the term of this agreement, comprehensive automobile liability insuranc: covering all owned, non-owned and hired motor vehicles used in connection with the Subject '.ervices with limits of not less than $500,000 per occurrence for damages to persons or prope y. The Service Provider shall also provide, pay for and maintain in effect, during the term of th s 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 certificates of insur:nce regarding the insurance required in this paragraph. 16. No official, director, officer, agent or em.loyee of the City shall be charged personally or held contractually liable under any term or provision of this Agreement or because of their execution, approval or attempted execution of this Agr:ement. 17. In all hiring or employment made possible or resulting from this Agreement, there shall be no discrimination against any employee or applicant for employment because of sex, age, race, color, creed,national origin,marital status,of the prese ce of any sensory,mental or physical handicap,unless based upon a bona fide occupational qualifi ation, and this requirement shall apply to,but not be limited to,the following: employment advertisi g,layoff or termination,rates of pay or other forms of compensation and selection for training, incl ding apprenticeship. -4- 18. No person shall be denied or subjected to disci mination in receipt of the benefit of any services or activities made possible by or resulting from t is Agreement on the grounds of sex, race,color,creed,national origin,age except minimum age an o retirement provisions,marital status or the presence of any sensory,mental or physical handicap. • y violation of this provision shall be considered a violation of a material provision of this Al eement and shall be grounds for cancellation, termination or suspension, in whole or in part, o: the Agreement by the City. 19. The parties intend and agreed that,if any para: aph,sub-paragraph,phrase,clause or other provision of this Agreement, or any portion thereof, s all be held to be void or otherwise unenforceable, all other portions of this Agreement shall rem;in in full force and effect. 20. This Agreement and its exhibits constitutes the entire Agreement of the parties on the subject matter hereof and may not be changed,modified,disc arged or extended except by written amendment duly executed by the parties. Each party agrees hat no representations or warranties shall be binding upon the other party unless expressed in riting herein or in a duly executed amendment hereof. 21. This Agreement shall be deemed to have bee made in, and shall be construed in accordance with the laws of the State of Illinois. Venue for he resolution of any disputes or the enforcement of any rights pursuant to this agreement shall be in the Circuit Court of Kane County, Illinois. 22. The Service Provider certifies hereby that it i• not barred from bidding on a public contact as a result of a violation of 720 ILCS 5/33E et seq. 1r any similar state or federal statute regarding bid rigging. 23. 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 under state I aw; C. a description of sexual harassment, utilizing ex.mples; D. the vendor's internal complaint process includi i g penalties; E. the legal recourse, investigative and complaint Is rocess available through the Illinois Department of Human Rights, and the Illino's Human Rights Commission; F. directions on how to contact the department an. commission; G. protection against retaliation as provided by Se, tion 6-101 of the Human Rights Act. A copy of the policies must be provided to th- Department of Human Rights upon request(775 ILCS 5/2-105). 24. As a condition of this agreement, the Service Provider shall have in place a written substance abuse prevention program which meets or exce,ds the program requirements in the Substance Abuse Prevention Public Works Act at 820 ILCS 265/1 et seq. A copy of such policy shall be provided to the City's Assistant City Manager prier to the entry and execution of this -5- agreement. 25. Notwithstanding any other provision in this a eement, it is expressly agreed and understood that in connection with the performance of this .greement the Service Provider shall comply with all applicable federal, state, city and other req irements of law including, but not limited to, any applicable requirements regarding prevailin wages, minimum wage, workplace safety and legal status of employees. Without limiting the fo egoing, the Service Provider hereby certifies,represents and warrants to the City that all of Servic: Provider's employees and/or agents who will be providing products, and/or services with resp-ct to this agreement shall be legal residents of the United States. Service Provider shall also t its expense secure all permits and licenses,pay all charges and fees and give all notices necess.1 and incident to the due and lawful prosecution of the work, and/or the products and/or servi,es to be provided pursuant to this agreement. City shall have the right to audit any records in th- possession or control of the Service Provider to determine the Service Provider's compliance wit the provisions of this section. In the event the City proceeds with such an audit,the Service Provid-r shall make available to the City the City's relevant records at no cost to the City. Consultant shal pay any and all costs associated with any such audit. The provisions of this section shall surviv- any expiration, completion and/or termination of this agreement. 26. All notices,reports and documents required u der this Agreement shall be in writing and shall be mailed by First Class Mail, postage prepaid, ads 1 essed as follows: As to the City: ^ s to Service Provider: City of Elgin enior Services Associates, Inc 150 Dexter Court 01 South Grove Ave Elgin, IL 60120-5555 1 lgin, IL 60120 Attention: Rick Kozal ttn: Bette Schoenholtz Assistant City Manager I xecutive Director With a copy to: William A. Cogley, Corporation Counsel City of Elgin 150 Dexter Court Elgin, IL 60120-5555 27. This agreement is and shall be deemed and onstrued to be a joint and collective work product of the City and the Service Provider and,as suc ,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, ambiguit , vagueness or conflict, if any, of the terms and provisions contained herein. 28. This agreement shall be binding on the partie. hereto and their respective successors and permitted assigns. This agreement and the obligations he i ein may not be assigned by the Service Provider without the express written consent of the City whish consent may be withheld at the sole discretion of the City. -6- IN WITNESS WHEREOF,the undersigned have enter d into executed this agreement on the date and year first written above. CITY OF ELGIN, a municipal (SERVII E PROVIDER) corporation By: ,G By: �� cc, _ City Manager Attest: City Clerk -7- EXHIBIT A Senior Services Associates, Inc. - Scope of Services 2010 Purchase of Service agreement Senior Services shall continue to admini-ter the Neighbor to Neighbor program. This program arranges volunteers 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 Ci .y' s Police Department, shall offer the Triad program designed t• reduce the criminal victimization of senior citizens and enh.nce the delivery of law enforcement services to senior citizens . Senior Services shall provide information and assistance to Elgin residents requiring access to City servi.es . Senior Services shall work with the City to provide senior volunteers to assist with City and community events . Senior Services shall provide one table . t their annual dinner/event for City officials to atteni . -8- ,0 OF E40 =` % k City of Elgin Agenda Item No. February 18, 2010 TO: Mayor and Members of the City Council FROM: Sean R. Stegall, City Manager Q 7" � �w:i:fl,,i,Z i5.lr! C:utum (jpp,,(47,rt;'s h+ ?11(iaa at Randy Reopelle, Parks and Rec ation Dire,/or SUBJECT: 2010 Purchase of Service Agreement with Seni o r Services Associates, Inc. PURPOSE The purpose of this memorandum is to provide the Mayor and members of the City Council with information to consider the 2010 Purchase of Service greement with Senior Services Associates, Inc. RECOMMENDATION It is recommended that the City Council approve the 2010 P chase of Service Agreement with Senior Services Associates, Inc. in the amount of$10,710. BACKGROUND Senior Services Associates, Inc. was founded in 1973 for the •urpose of meeting the needs of the community's older adult population. Senior Services provi o 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 c. e, and in-home services. Senior Services also helps to assess the health, financial, and housing needs of seniors 60 and older. Financial support for Senior Services in the amount $10,711 is included in the 2010 budget. Senior Services has proposed that these funds be utilized to su•port the following programs: • Neighbor to Neighbor - a program matching comm 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 All requirements of the 2009 Purchase of Service Agreement lave been met. 2010 Purchase of Service Agreement with Senior Services Associates, Inc. February 18, 2010 Page 2 COMMUNITY GROUPS/INTERESTED PERSONS CONTACTED None. (761/4___ FINANCIAL IMPACT The cost for the 2010 Purchase of Service Agreement with Senior Services Associates, Inc, is $10,710. There are sufficient funds budgeted ($10,710) and available ($10,710) in the Riverboat Fund, account number 275-0000-791.80-04 to enter into this agreement. vvvrr GAL IMPACT ne. ALTERNATIVES 1. The City Council may choose to approve the 2010 Purchase of Service Agreement with Senior Services Associates, Inc. in the amount of$10,710. 2. The City Council may choose not to approve the 2010 Purchase of Service Agreement with Senior Services Associates, Inc. in the amount of$10,710. Respectfully submitted for Council consideration. mc attachment 1 "13F 6.4 `` City of Elgin Memorandum OQgrroFE Date: March 17, 2010 To: Maria Cumpata, Recreation and Facilities Supe intendent From: Jennifer Quinton, Deputy City Clerk Subject: Resolution No. 10-53, Adopted at the March 11, 2010 Council Meeting Enclosed you will find the agreement listed below. Please ret.in a copy for your records. If you have any questions please feel free to contact our office 847-9:1-5660 and we will do our best to assist you. Thank you. • Purchase of Service Agreement with Senior Services • ssociates, Inc.