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11-127 Resolution No. 11-127 RESOLUTION AUTHORIZING EXECUTION OF A PURCHASE OF SFR AGREEMENT WITH PUBLIC ACTION TO DELIVER SHEL ER (PADS) BE IT RESOLVED BY THE CITY COUNCIL OF THt CITY OF ELGIN, ILLINOIS,that Sean R. Stegall, City Manager,and Kimberly A.Dewis,City Clerk,be and are hereby authorized and directed to execute a Purchase of Service Agreement on behalf of the City of Elgin with Public Action to Deliver Shelter(PADS)for financial assistance in pro 'iding overnight shelter and meals to the homeless, a copy of which is attached hereto and made a part hereof by reference. s/David J. Kaptain David J. Kaptain, Mayor Presented: July 27, 2011 Adopted: July 27, 2011 Omnibus Vote: Yeas: 6 Nays: 0 Attest: s/Kimberly Dewis Kimberly Dewis, City Clerk PURCHASE OF SERVICE AG ' EMENT THIS AGREEMENT is made and entered into this 27 tday of July ,201_,by and between the CITY OF ELGIN, Illinois, a municipal corporation (hereinafter referred to as the "City"),and Public Action to Deliver Shelter(PADS)of Elgin, ; not-for-profit corporation organized and existing under the laws of the State of Illinois(hereinafter eferred to as the"Service Provider"). WHEREAS,the City has determined that it would sery• a beneficial public purpose to enter into an agreement with the Service Provider for the Service 'rovider to provide certain contract services as described in this Agreement; and WHEREAS, the Service Provider represents that 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 mutua promises and covenants contained herein,the sufficiency of which is hereby mutually 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 d o cument entitled "PADS - Scope of Services for 2011-2012 Purchase of Service Agreement,"atta•hed hereto and made a part hereof as Exhibit A(such services,including the terms,conditions,date• and times,are hereinafter referred to as the"Subject Services"). In the event of any conflict betwee 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 . d knowledge necessary to conduct the Subject Services provided for in Exhibit A and that the S bject Services set forth in Exhibit A are integral parts of this Agreement and may not be modifi:d, amended or altered, except by a signed,written amendment to this Agreement, agreed to and xecuted 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 d;signee. 3. In connection with any Subject Services to be p rformed on other than City-owned or controlled properties, the Service Provider warrants and a;.rees 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 kind whatsoever. Service Provider agrees and warrants that the Service Provider will periodically inspect all of such facilities and eq ipment for such purposes. Service Provider also warrants that the Service Provider and the Servic- Provider's facilities and equipment used in the performing of the Subject Services are not now, nor shall be during the term of this Agreement in violation of any health,building, fire or zoning •ode or regulation or other applicable requirements of law. In connection with the Subject Services o n properties owned or controlled by the City, Service Provider agrees and 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 ca se thereof,if known,immediately to the Assistant City Manager of the City. 4. The City shall pay the Service Provider for the ubject Services under this Agreement the total amount of Twenty One Thousand One Hundred Nine Dollars($21,190). Such payment by the City to the Service Provider shall be made in two install -nts of Ten Thousand Five Hundred Ninety Five Dollars($10,595). The first aforementioned insta lment payment shall be made within 30 days of the date of this Agreement. The second aforeme tioned installment payment shall be made on or before November 1,2011. However,the second i stallment payment shall not be made prior to 8days after the Service Provider's submission of the b dget document and audited financial statement documents referred to in paragraph 6 of this Agree ent. 5. The Service Provider shall apply the money to 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, mainta 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 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 itten performance reports detailing the disbursements of the monis to be paid by the City to the Service Provider pursuant to this Agrer ment. The reports shall be provided to the City quarterly on Septe ber 30, 2011; December 31, 2011.March 31, 2012; and June 30, 201 P; c. The City has the right to review all acco ting records of the Service Provider related to the use of the movie. to be paid by the City to the Service Provider pursuant to this Agree ent upon 72 hours advance notice from the City to the Service Prov der. d. The Service Provider shall have an au.it performed on its financial statements for the year ending June 31, 2011. The audit must be performed by an independent certified p blic accountant recognized in good standing by the American In.titute of Certified Public Accountants and licensed in the State of llinois.The Service Provider shall provide the City with two copies of the said audited financial statement along with the manage ent letter and any other correspondence related to internal contr•1 matters on or before October -2- 15, 2011. These statements shall be su.mitted to the Assistant City Manager at City Hall, 150 Dexter Court Elgin, Illinois 60120-5555. 7. In the event this Agreement is terminated, or n the event the Subject Services for which the City funds provided herein are to be applied are di scontinued, or the Service Provider ceases its operations prior to December 31, 2011,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 Services were not conducted. 8. The City shall be recognized as a sponsor of the Service Provider and shall receive the benefits of sponsorship consistent with the level of suppo provided in this Agreement. At a minimum, the City's support shall be acknowledged on all p int materials promoting the Service Provider's organization,press releases,radio advertising,web pi ge information and event program(s) through the following mandatory funding identification state 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 Se ice 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 as of July 1,2011,and continue through June 30, 2012, unless otherwise terminated, as provided for erein. 11. This Agreement shall not be construed so as t. 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 I 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 of employees of the City and are not entitled to any benefits or insurance provided to employees o the City. 12. If the Service Provider violates or breaches any term of this Agreement, such violation or breach shall be deemed to constitute a default, an. the 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 de .ult, fails to within fifteen (15) days after notice thereof by the City to comply with the conditins of the Agreement, the City may terminate this Agreement. If the City violates or breaches any u-rm of this Agreement,such violation or breach shall be deemed to constitute a default,and in the ev:nt the City fails to within fifteen(15) days after notice thereof by the Service Provider to comply w th the conditions of this Agreement, the Service Provider as its sole and exclusive remed may terminate this Agreement. Notwithstanding anything to the contrary in this Agreement, ith the sole exception of the monies the City has agreed to pay the Service Provider pursuant to Section 4 hereof, no action shall be commenced by the Service Provider, any related persons or a tities, and/or any of their successors and/or assigns,against the City for monetary damages. In the :vent any legal action is brought by the City for the enforcement of any of the obligations of the Serviee Provider in this Agreement and the -3- City is the prevailing party in such action,the City shall also b- entitled to recover from the Service Provider interest at the rate of nine percent (9%) per annum and reasonable attorney's fees. The provisions of this section shall survive any expiration, co i pletion and/or termination of this Agreement. Service Provider hereby further waives any and al claims to interest on money claimed to be due pursuant to this Agreement and waives any and all s ch rights to interest which it claims it may otherwise be entitled pursuant to law, including, but no' limited to, the Local Governmental Prompt Payment Act, as amended(50 ILCS 501/1, et seq.) or the Illinois Interest Act, as amended (815 ILCS 205/1, et.seq.). The parties hereto further agree that any action by the Service Provider rising out of this Agreement must be filed within one(1)year s f the date the alleged cause of action arose, or the same will be time barred. 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 pais 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.ove. Additionally, in the event this Agreement is so terminated, the Service Provider shall imm:diately cease the expenditure of any funds paid to the Service Provider by the City and shall efund to the City any unearned or unexpended funds. 14. To the fullest extent permitted by law, Service 'rovider shall indemnify,defend and hold harmless the City,its officers,employees,agents,boards . d commissions from and against any and all claims, suits,judgments, costs, attorney's fees, damates or other relief, including but not limited to worker's compensation claims, in any way result ng 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 ify,defend and hold harmless,such action shall be defended by legal counsel of the City's choosint. The provisions of this section shall survive any expiration, completion and/or termination of this Agreement. 15. The Service Provider shall provide,pay for an. maintain 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 thi•. Agreement, worker's compensation insurance in amounts required under the laws of the State of I linois. At the request of the City the Service Provider shall provide to the City certificates of insur. ce regarding the insurance required in this paragraph. 16. No official, director, officer, agent or empl oyee of the City shall be charged personally or held contractually liable under any term or prov'sion of this Agreement or because of their execution, approval or attempted execution of this Agre-ment. 17. In all hiring or employment made possible or esulting from this Agreement, there -4- shall be no discrimination against any employee or applicant or employment because of sex,age, race,color,creed,national origin,marital status,of the presen e of any sensory,mental or physical handicap,unless based upon a bona fide occupational qualific.tion,and this requirement shall apply to,but not be limited to,the following:employment advertisin ,layoff or termination,rates of pay or other forms of compensation and selection for training, incluse ing apprenticeship. 18. No person shall be denied or subjected to disc i'mination in receipt of the benefit of any services or activities made possible by or resulting from t i is Agreement on the grounds of sex, race,color,creed,national origin,age except minimum age an I retirement provisions,marital status or the presence of any sensory,mental or physical handicap. ' ny violation of this provision shall be considered a violation of a material provision of this A:,reement and shall be grounds for cancellation,termination or suspension, in whole or in part, a rescission of this Agreement by the City at the City's sole discretion, without liability against the City. 19. The terms of this Agreement shall be severa.le. In the event any of the terms or provisions of this Agreement are deemed to be void or othe ise unenforceable for any reason,the remainder of this Agreement shall remain in full force and of ect. 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 'ting 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. it any similar state or federal statute regarding bid rigging. 23. As a condition precedent of this contract, the Service Provider shall have written sexual harassment policies that include, at a minimum, the fallowing information: a. the illegality of sexual harassment; b. the definition of sexual harassment und-r state law; c. a description of sexual harassment, util'zing examples; d. the vendor's internal complaint process including penalties; -5- e. the legal recourse, investigative and 4omplaint process available through the Illinois Department of Human Rights, and the Illinois Human Rights Commission; f. directions on how to contact the departrrient and commission; g. protection against retaliation as providbd by Section 6-101 of the Human Rights Act. A copy of the policies must be provided to thel Department of Human Rights upon request (775 ILCS 5/2-105). 24. As a condition precedent of this Agreement,the Service Provider shall have in place a written substance abuse prevention program which meets or ex eeds the program requirements in the Substance Abuse Prevention Public Works Act at 820 ILCS 65/1, et seq. A copy of such policy shall be provided to the City's Assistant City Manager prior to the entry and execution of this Agreement. 25. Notwithstanding any other provision in this Agreement, it is expressly agreed and understood that in connection with the performance of this Agreement the Service Provider shall comply with all applicable federal, state, city and other requirements of law including, but not limited to, any applicable requirements regarding prevailing wages, minimum wage, workplace safety and legal status of employees. Without limiting the foregoing, the Service Provider hereby certifies,represents and warrants to the City that all of Service Provider's employees and/or agents who will be providing products, and/or services with respect to this Agreement shall be legal residents of the United States. Service Provider shall also, at its expense, secure all permits and licenses,pay all charges and fees and give all notices necessary and incident to the due and lawful prosecution of the work, and/or the products and/or services to be provided pursuant to this Agreement. City shall have the right to audit any records in the possession or control of the Service Provider to determine the Service Provider's compliance with the provisions of this section. In the event the City proceeds with such an audit,the Service Provider shall make available to the City the City's relevant records at no cost to the City. Service Provide$shall pay any and all costs associated with any such audit. The provisions of this section shall survive any expiration, completion and/or termination of this Agreement. 26. 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 150 Dexter Court Elgin, IL 60120-5555 Attention: Sean Stegall City Manager -6- 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 construed 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. 28. This Agreement-shall be binding 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 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 Agreement on the date and year first written above. CITY OF ELGIN, a municipal (SERVICE PROVIDER) corporation // /� 1 By: /SLI / ✓l y B �► �� •�� 9 ity Manager / Attest: I City Clerk 0 f:\legal dept\agreement\purchase of service agreement form clean.doc -7- EXHIBIT A PADS of Elgin, Inc. - SCOPE OF SERVICES FOR 2010 PURCHASE OF SERVICE AGREEMENT 1. PADS shall apply and utilize the $21,190 payment from the City as provided for in this agreement solely for operating expenses directly related to PADS providing temporary overnight shelter and meals to the homeless,including but not limited to,site coordinator salary expenses. 2. PADS shall conduct all activities funded pursuant to this agreement, including but not limited to, the providing of temporary overnight shelter and meals to the homeless in accordance with all applicable legal requirements and in compliance with the following additional rules and regulations: a. PADS of Elgin, Inc. Program Rules attached hereto to as Exhibit B. b. No loitering shall be permitted on any exterior premises of any property utilized as an overnight shelter or any adjacent premises. No smoking shall be permitted on any exterior premises of any property utilized for an overnight homeless shelter or any adjacent premises which are visible from any public right-of-way. c. To stay for more than three nights at the PADS emergency homeless shelter any person covered by this grant must have a connection to the City of Elgin. A person shall be deemed to have a connection to the City of Elgin if any one of the following conditions are met: 1. The person has legal identification showing residence within the city of Elgin for at least the past 6 months; 2. The person currently has established employment in the City of Elgin lasting for over 3 months; 3. The person can establish by means of dated mailings or rent receipts, a residence within the City of Elgin existing at least 6 months prior to becoming homeless. d. Such other and further rules and regulations as the City may from time to time determine are required to protect the public health, safety and welfare. 3. PADS of Elgin will provide the City of Elgin one table of eight at no charge for the annual dinner. -8- EXHIBIT B P.A.D.S. of Elgin,Inc-Progra Rules 1. Prior to admittance, all adult guests will be given a Breathalyzer test. The legal limit is .08 and PADS employees will strictly enforce this. If the test is failed,you are to leave the premises immediately without causing problem.. No loitering will be allowed. Each guest will be allowed only one chance per evening No Exceptions. 2. Those who work and have a pre-arranged agreem-nt in writing with the staff will be allowed in after 9:30 pm. Guests who leave after c ecking in must present a signed late Entry/Re-entry Form in order to be readmitted. 3. Lights are out at 10:00 pm. All guests must be on t eir pads so that others may get their sleep. NO EXCEPTIONS! NO NOISE! 4. Only registered guests are allowed in the facility. NI visitors will be allowed at any time. 5. NO CAMERAS of any kind, including CI LL PHONES with CAMERA CAPABILITIES. 6. If a person leaves the premises after checking in f.r the night, they may not return that evening. (The ONLY exception to this rule would se by written agreement with the staff. A previously signed Entry/Re-entry Form is requi ed) 7. Each guest is given one bin,one set linens,one bl. et,one pad and one pillow. Towels upon request for shower. 8. Men and women will sleep separately. Men are not allowed to sleep in the women's area and women are not allowed to sleep in the men's ar:a. We discourage any outward signs of physical affection (kissing, hugging, etc.) at the shelter even if you are married. 9. Keep your clothing on at all times. No walking aro d without shirts or other articles of clothing. 10. DO NOT bring food in from the outside. Food mu.t be consumed or disposed of before entry. 11. Do not take food or drinks outside of the table .rea (including outside) 12. NO FOOD OR DRINKS ON OR IN BINS OR N SLEEPING AREA. 13. Do not loiter around the building or the driveway .t any time. 14. "Searches" of bins and personal belongings will be conducted at the site coordinators/case manager's discretion. Those that choose not to comply must leave the shelter immediately and will be suspended the foil.wing evening. 15. Guests will be allowed 1 bin to store personal belo gings and bedding. All other items must be removed daily. Bins will be emptied after ' days absence and all items disposed of. VIOLATION OF THE FOLLOWING RULES ILL RESULT IN IMMEDIATE DISMISSAL FROM THE PROGRAM. 1. NO SMOKING anywhere in the building. S oking will be allowed at assigned intervals in the designated smoking area only. Smo ing anywhere in the building will be cause for removal from the PADS Program. -9- 2. NO WEAPONS OF ANY KIND ARE ALLOWED. 3. NO ALCOHOL,DRUGS OR OTHER ILLEGAL SUSBSTANCES are allowed in or around the building. 4. NO FIGHTING, YELLING, FOUL LANGUAGE, RACIAL OR SEXUAL HARASSMENT 5. THREATENING OR HARASSING STAFF OR VOLUNTEERS WILL RESULT IN PERMANENT DISMISSAL FORM THE P.A.D.S. PROGRAM -10- I" w O MAYOR £ MEMBERS OF CITY c.OUNC:ii_ E LG I N THE CRY IN THE SUBURBS AGENDA ITEM: D MEETING DATE: July 13, 2011 ITEM: Purchase of Service Agreement with Public Action to Deliver Shelter (PADS) of Elgin ($21,190) OBJECTIVE: To provide financial support to PADS of Elgin for overnight shelter and meals to the homeless in the city. RECOMMENDATION: To approve funding to PADS of Elgin in the amount of$21,190. BACKGROUND Public Action to Deliver Shelter (PADS) of Elgin was founded in 1989 to provide shelter for homeless men, women and children within the community. PADS' mission is to break the cycle of homelessness by comprehensively addressing the needs of the local homeless population. After several years of searching for a suitable location for a permanent facility, in July of 2007, PADS was able, with support from the city, to secure a site at 1730 Berkley Street on Elgin's west side. Since that time, PADS has not only been able to provide emergency shelter, but also operate a full service case management program. Each day, PADS operates a safe overnight shelter to 40 to 50 men, women and children, providing an evening snack, breakfast and con- nection with much needed support services, including mental health, housing, healthcare, re- covery and education. PADS clientele do not fit the stereotypical perception of "street" or "homeless" persons. Fami- lies with children are among the fastest growing segment of the homeless population. Fifty per- cent of adults who use the shelter as their temporary home regularly work. When in the shel- ter,they rise before dawn, help with cleanup operations and leave for work. They are the work- ing poor. A large number of those served by PADS of Elgin suffer from mental illness or developmental disabilities. This group has a tendency to remain homeless for longer periods of time, have less contact with family and encounter more barriers to employment. . ' . . ' Case workers are available seven nights a week at the shelter site and also five days a week at their offices. PADS also currently partners with over 60 othr social service and government agencies on a monthly basis to supply an integrated system Of care to their clients. The shelter is staffed with trained site coordinators, case managers and uo|umteers. Mental health profes- sionals and volunteer advocates are available to assist guestS with basic needs and to connect � them with additional services. Prirnarypartners indude Ecke. Center for Mental Health; Com- munity Family Care Center. OPERATIONAL ANALYSIS During the fiscal year of July 2010 to June 2011, PADS p ided approximately 13,250 safe nights of shelter to about 420 unique individuals. K�ea|sserxedhaveincreasedtenpercentto � about 24,700. Case managers continue to deal with an increased demand for basic services due to funding cuts to partner agencies. Seasonal shelter programs in surrounding counties have shown dra- matic increases over the period. However, PADS of Elgin's service numbers have remained simi- lar to last year. This is attributed to the success of the development of action plans which re- sulted in a 74 percent successful housing placement rate ofih|ients during the 2009-2010 fiscal year. While PADS receives grants from various sources for specific irograms, PADS has also historical- ly partnered with the city through a Purchase of Service Agreement to provide financial assis- tance for operating expenses not covered by grants, includin site coordinator salary expenses. This year, funding from federal, state and county programs has been decreased by nine per- cent. Overall state funding to the program has been cut by 5 percent, adding even more stress to an already limited budget. It should be noted that PADS of Elgin has complied with all the requirements of the purchase of service agreement for the previous year. INTERESTED PERSONS CONTACTED None. FINANCIAL ANALYSIS The city has entered into a purchase of service agreement with PADS of Elgin each year since 2006. Funding for 2006-2008 was $30,400 annually. Due to reductions in Riverboat proceeds, funding was decreased by 18 percent in 2009 to $24,930 and an additional 15 percent in 2010 to $2I,l9O. The budgeted support for 2O11remains at $21,lqO. Ai - BUDGET IMPACT FUND(S) ACCOUNT(S) PROJECT#(S) AM•UNT AMOUNT BUD ETED AVAILABLE Riverboat 275-0000-791.80-29 N/A $21, 90 $21,190 LEGAL IMPACT None. ALTERNATIVES The city council could choose not to fund PADS of Elgin for 20 1. NEXT STEPS 1. Get two copies of signed agreement from PADS of Elgi . 2. Process first installment payment to PADS of Elgin. Originators: Cherie Murphy, Assistant to the City anager for Community Engage- ment Final Review: Colleen Lavery, Chief Financial Officer William A. Cogley, Corporation Counsel Chief Development Officer Richard G. Kozal, Assistant City Manage /Chief Operating Officer Sean R. Stegall, City Manager ATTACHMENTS A. Purchase of Service Agreement 3 PURCHASE OF SERVICE AGREEMENT THIS AGREEMENT is made and entered into this d y of ,201,,by and between the CITY OF ELGIN, Illinois, a municipal corpor ion (hereinafter referred to as the "City"),and Public Action to Deliver Shelter(PADS)of Elgin,a ot-for-profit corporation organized and existing under the laws of the State of Illinois(hereinafter re rred 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 romises and covenants contained herein,the sufficiency of which is hereby mutually acknowledge ,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 doc ment entitled "PADS - Scope of Services for 2011-2012 Purchase of Service Agreement,"attach d hereto and made a part hereof as Exhibit A(such services,including the terms,conditions,dates nd times, are hereinafter referred to as the"Subject Services"). In the event of any conflict between e provisions of this Agreement and the provisions in Exhibit A, the provisions of this Agreement s all control. The Service Provider represents and warrants that the Service Provider has the skills a d knowledge necessary to conduct the Subject Services provided for in Exhibit A and that the Sub'ect Services set forth in Exhibit A are integral parts of this Agreement and may not be modifie , amended or altered, except by a signed, written amendment to this Agreement, agreed to and a ecuted 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 deignee. 3. In connection with any Subject Services to be pe formed on other than City-owned or controlled properties, the Service Provider warrants and ag ees to maintain all facilities and equipment used in the performing of the Subject Services in a cl an,sanitary and safe condition and free from defects of every kind whatsoever. Service Provider grees and warrants that the Service Provider will periodically inspect all of such facilities and eq ipment for such purposes. Service Provider also warrants that the Service Provider and the Service Provider's facilities and equipment used in the performing of the Subject Services are not 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 dn properties owned or controlled by the City, Service Provider agrees and warrants to use, and tccause persons participating in the Subject Services to use, through proper supervision and contr 1, all facilities with due care, and to report all defects in or damage to any such facilities,and the case thereof, if known, immediately to the Assistant City Manager of the City. 4. The City shall pay the Service Provider for the Subject Services under this Agreement the total amount of Twenty One Thousand One Hundred Ninety tiollars($21,190).Such payment by the City to the Service Provider shall be made in two installments of Ten Thousand Five Hundred Ninety Five Dollars($10,595). The first aforementioned installrrient payment shall be made within 30 days of the date of this Agreement. The second aforementidned installment payment shall be made on or before November 1,2011. However,the second instillment payment shall not be made prior to 8days 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 money to be paid by the City to the Service Provider pursuant to the preceding paragraph hereof solely to operating expenses such as staff salary and benefits,meeting expenses,and expenses associated with the Subject Services to be provided by the Service 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, report S 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 reflect the projected distribution of funds received 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. b. The Service Provider shall provide written performance reports detailing the disbursements of the monies to be paid by the City to the Service Provider pursuant to this Agreernent. The reports shall be provided to the City quarterly on September 30, 2011; December 31, 2011.March 31, 2012; and June 30, 2012; c. The City has the right to review all accounting records of the Service Provider related to the use of the monies rio be paid by the City to the Service Provider pursuant to this Agreenjent upon 72 hours advance notice from the City to the Service Provider. d. The Service Provider shall have an audit performed on its financial statements for the year ending June 30, 2011. The audit must be performed by an independent certified public accountant recognized in good 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 with the management letter and any other correspondence related to internal control matters on or before October -2- 15, 2011. These statements shall be submitted to the Assistant City Manager at City Hall, 150 Dexter Court, E1gin, Illinois 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 the Service Provider ceases its operations prior to December 31, 2011,the Service Provider shall refund to the City on a prorated per 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. The City 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 materials promoting the Service Provider's organization,press releases,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 cf this acknowledgement shall be provided to the City. A logo provided by the City to the Serv!ce Provider shall be used for this purpose. 9. In all printed materials in which a City seal or lop is deemed appropriate, approval by the Public Information Officer of the City is required prior t? printing. 10. The term of this Agreement shall commence as ofJuly 1,2011,and continue through June 30,2012, unless otherwise terminated, as provided for herein. 11. 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 Provider to the City arising out of this Agreement shall be that of an independent contractor. It is expressly agreed and understood that the Service Provider and the Service Provider's officers,employees and agents are net employees of the City and are not entitled to any benefits or insurance provided to employees of the City. 12. If the Service Provider violates or breaches Iny term of this Agreement, such violation or breach shall be deemed to constitute a default,and the City shall have the right to seek administrative,contractual,legal or equitable remedies as may be suitable to the violation or breach; and, in addition, if the Service Provider by reason of any default, fails to within fifteen (15) days after notice thereof by the City to comply with the conditions of the Agreement, the City may terminate this Agreement. If the City violates or breaches any term of this Agreement,such violation l or breach shall be deemed to constitute a default,and in the evert the City fails to within fifteen(15) days after notice thereof by the Service Provider to comply with the conditions of this Agreement, the Service Provider as its sole and exclusive remedy may terminate this Agreement. Notwithstanding anything to the contrary in this Agreement,with the sole exception of the monies the City has agreed to pay the Service Provider pursuant to Section 4 hereof, no action shall be commenced by the Service Provider, any related persons or entities, and/or any of their successors and/or assigns,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 Agreement and the -3- City is the prevailing party in such action,the City shall also be e titled to recover from the Service Provider interest at the rate of nine percent (9%) per annum an• reasonable attorney's fees. The provisions of this section shall survive any expiration, comp etion and/or termination of this Agreement. Service Provider hereby further waives any and all cl:ims to interest on money claimed to be due pursuant to this Agreement and waives any and all such rights to interest which it claims it may otherwise be entitled pursuant to law, including, but not li ited to, the Local Governmental Prompt Payment Act,as amended(50 ILCS 501/1,et seq.).The pi rties hereto further agree that any action by the Service Provider rising out of this Agreement must be files within one(1)year of the date the alleged cause of action arose, or the same will be time .arred. 13. Notwithstanding any other provision hereof,the Ci may terminate this Agreement at any time upon thirty (30) days prior written notice to the Se ice Provider. In the event this Agreement is so terminated,the Service Provider shall be paid fo services actually performed,and reimbursable expenses actually incurred prior to termination,exc-pt that reimbursement shall not in any event exceed the total amount set forth under Section 4 abo e. Additionally, in the event this Agreement is so terminated, the Service Provider shall immedi.tely cease the expenditure of any funds paid to the Service Provider by the City and shall ref end to the City any unearned or unexpended funds. 14. To the fullest extent permitted by law, Service Pro ider shall indemnify,defend 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 resulting from or arising out of negligent actions or omissions of the Service Provider in connection h-rewith, including negligence or omissions or agents of the Service Provider arising out of the per •rmance of this Agreement and/or the Subject Services. In the event of any action against the Cit,, its officers, employees, agents, boards or commissions covered by the foregoing duty to indemni iy,defend and hold harmless,such action shall be defended by legal counsel of the City's choosing. he provisions of this section shall survive any expiration, completion and/or termination of this Al eement. 15. The Service Provider shall provide,pay for and m.intain in effect,during the term of this Agreement, comprehensive automobile liability insurance covering all owned,non-owned and hired motor vehicles used in connection with the Subject Se ices 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 term of this A: eement, worker's compensation insurance in amounts required under the laws of the State of Illin•is. At the request of the City the Service Provider shall provide to the City certificates of insuranc regarding the insurance required in this paragraph. 16. No official, director, officer, agent or emplo ee of the City shall be charged personally or held contractually liable under any term or provisioi of this Agreement or because of their execution, approval or attempted execution of this Agreem-nt. 17. In all hiring or employment made possible or res lting from this Agreement, there shall be no discrimination against any employee or applicant for employment because of sex, age, -4- race,color,creed,national origin, marital status,of the presence of any sensory,mental or physical handicap,unless based upon a bona fide occupational qualificati n,and this requirement shall apply to,but not be limited to,the following:employment advertising,l yoff or termination,rates of pay or other forms of compensation and selection for training, includin apprenticeship. 18. 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 r tirement provisions,marital status or the presence of any sensory,mental or physical handicap. An violation of this provision shall be considered a violation of a material provision of this Agre ment and shall be grounds for cancellation,termination or suspension, in whole or in part, or r scission of this Agreement by the City at the City's sole discretion, without liability against the C.ty. 19. The terms of this Agreement shall be severable In the event any of the terms or provisions of this Agreement are deemed to be void or otherwis unenforceable for any reason,the remainder of this Agreement shall remain in full force and effe t. 20. This Agreement and its exhibits constitutes the entire Agreement of the parties on the subject matter hereof and may not be changed, modified, disch rged or extended except by written amendment duly executed by the parties. Each party agrees th t no representations or warranties shall be binding upon the other party unless expressed in wr ting herein or in a duly executed amendment hereof. 21. 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 ir. the Circuit Court of Kane County, Illinois. 22. The Service Provider certifies hereby that it is of barred from bidding on a public contact as a result of a violation of 720 ILCS 5/33E et seq. o any similar state or federal statute regarding bid rigging. 23. As a condition precedent of this contract, the ervice Provider shall have written sexual harassment policies that include, at a minimum, the following 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 including penalties; -5- 1 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 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). 24. As a condition precedent of this Agreement,the Service Provider shall have in place a written substance abuse prevention program which meets or exceeds 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 prior to the entry and execution of this Agreement. 25. Notwithstanding any other provision in this Agreement, it is expressly agreed and understood that in connection with the performance of this Agreement the Service Provider shall comply with all applicable federal, state, city and other requirements of law including, but not limited to, any applicable requirements regarding prevailing wages, minimum wage, workplace ellik safety and legal status of employees. Without limiting the foregoing, the Service Provider hereby certifies,represents and warrants to the City that all of Service Provider's employees and/or agents who will be providing products, and/or services with respect to this Agreement shall be legal residents of the United States. Service Provider shall also, at its expense, secure all permits and licenses, pay all charges and fees and give all notices necessary and incident to the due and lawful prosecution of the work, and/or the products and/or services to be provided pursuant to this Agreement. City shall have the right to audit any records in the possession or control of the Service Provider to determine the Service Provider's compliance with the provisions of this section. In the event the City proceeds with such an audit,the Service Provider shall make available to the City the City's relevant records at no cost to the City. Service Provider shall pay any and all costs associated with any such audit. The provisions of this section shall survive any expiration,completion and/or termination of this Agreement. 26. 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 150 Dexter Court Elgin, IL 60120-5555 Attention: Sean Stegall City Manager ell.‘ -6- 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 construed 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. 28. This Agreement shall be binding 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 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 Agreement on the date and year first written above. CITY OF ELGIN, a municipal (SERVICE PROVIDER) corporation By: By: City Manager Attest: City Clerk f\legal dept\agreement\purchase of service agreement form clean.doc -7- 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 construed 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,ambguity,vagueness or conflict,if any, of the terms and provisions contained herein. 28. This Agreement shall be binding 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 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 Agreement on the date and year first written above. CITY OF ELGIN, a municipal (SERVICE PROVIDER) corporation By: By: City Manager Attest: City Clerk f:\Iegal dept\agreement\purchase of service agreement form clean.doc -7- . rEXHIBIT A PADS of Elgin, Inc. - SCOPE OF SE VICES FOR 2010 PURCHASE OF SERVICE S7 REEMENT 1. PADS shall apply and utilize the $21,190 payment from the City as provided for in this agreement solely for operating expenses directly rllated to PADS providing temporary overnight shelter and meals to the homeless,including but not limited to,site coordinator salary expenses. I 2. PADS shall conduct all activities funded pursuant t this agreement, including but not limited to, the providing of temporary overnight selter and meals to the homeless in accordance with all applicable legal requirements and in compliance with the following additional rules and regulations: a. PADS of Elgin, Inc. Program Rules attached h reto to as Exhibit B. b. No loitering shall be permitted on any exterior p�emises of any property utilized as an overnight shelter or any adjacent premises. Nol smoking shall be permitted on any exterior premises of any property utilized for a overnight homeless shelter or any adjacent premises which are visible from any p blic right-of-way. c. To stay for more than three nights at the PA S emergency homeless shelter any person covered by this grant must have a connection to the City of Elgin. A person shall be deemed to have a connection to the City of Elgin if any one of the following conditions are met: 1. The person has legal identification sowing residence within the city of Elgin for at least the past 6 months; 2. The person currently has established employment in the City of Elgin lasting for over 3 months; 3. The person can establish by means f dated mailings or rent receipts, a residence within the City of Elgin xisting at least 6 months prior to becoming homeless. d. Such other and further rules and regulations a the City may from time to time determine are required to protect the public heal h, safety and welfare. 3. PADS of Elgin will provide the City of Elgin one table )f eight at no charge for the annual dinner. rk -8- EXHIBIT B P.A.D.S. of Elgin,Inc-Program Rules 1. Prior to admittance,all adult guests will be given a Breathalyzer test. The legal limit is .08 and PADS employees will strictly enforce this. If the test is failed,you are to leave the premises immediately without causing problems. No loitering will be allowed. Each guest will be allowed only one chance per evening. No Exceptions. 2. Those who work and have a pre-arranged agreement in writing with the staff will be allowed in after 9:30 pm. Guests who leave after checking in must present a signed late Entry/Re-entry Form in order to be readmitted. 3. Lights are out at 10:00 pm. All guests must be on their pads so that others may get their sleep. NO EXCEPTIONS! NO NOISE! 4. Only registered guests are allowed in the facility. No visitors will be allowed at any time. 5. NO CAMERAS of any kind, including CELL PHONES with CAMERA CAPABILITIES. 6. If a person leaves the premises after checking in for the night, they may not return that evening. (The ONLY exception to this rule would be by written agreement with the staff. A previously signed Entry/Re-entry Form is required) 7. Each guest is given one bin,one set linens,one blanket,one pad and one pillow. Towels upon request for shower. 8. Men and women will sleep separately. Men are not allowed to sleep in the women's area 1") and women are not allowed to sleep in the men's area. We discourage any outward signs of physical affection (kissing, hugging, etc.) at the shelter even if you are married. 9. Keep your clothing on at all times. No walking around without shirts or other articles of clothing. 10. DO NOT bring food in from the outside. Food must be consumed or disposed of before entry. 11. Do not take food or drinks outside of the table area (including outside) 12. NO FOOD OR DRINKS ON OR IN BINS OR IN SLEEPING AREA. 13. Do not loiter around the building or the driveway at any time. 14. "Searches" of bins and personal belongings will be conducted at the site coordinators/case manager's discretion. Those that choose not to comply must leave the shelter immediately and will be suspended the following evening. 15. Guests will be allowed 1 bin to store personal belongings and bedding. All other items must be removed daily. Bins will be emptied after 5 days absence and all items disposed of. VIOLATION OF THE FOLLOWING RULES WILL RESULT IN IMMEDIATE DISMISSAL FROM THE PROGRAM. 1. NO SMOKING anywhere in the building. Smoking will be allowed at assigned intervals in the designated smoking area only. Smoking anywhere in the building will be cause for removal from the PADS Program. -9- EXHIBIT B P.A.D.S. of Elgin, Inc- Program Rules 1. Prior to admittance,all adult guests will be given a Breathalyzer test. The legal limit is .08 and PADS employees will strictly enforce this. I,f the test is failed,you are to leave the premises immediately without causing problems. No loitering will be allowed. Each guest will be allowed only one chance per evening. No Exceptions. 2. Those who work and have a pre-arranged agreement in writing with the staff will be allowed in after 9:30 pm. Guests who leave after checking in must present a signed late Entry/Re-entry Form in order to be readmitted. 3. Lights are out at 10:00 pm. All guests must be on their pads so that others may get their sleep. NO EXCEPTIONS! NO NOISE! 4. Only registered guests are allowed in the facility. No visitors will be allowed at anytime. 5. NO CAMERAS of any kind, including CELL PHONES with CAMERA CAPABILITIES. 6. If a person leaves the premises after checking in for the night, they may not return that evening. (The ONLY exception to this rule would b by written agreement with the staff. A previously signed Entry/Re-entry Foini is requir d) 7. Each guest is given one bin,one set linens,one blank t,one pad and one pillow. Towels upon request for shower. 8. Men and women will sleep separately. Men are not flowed to sleep in the women's area and women are not allowed to sleep in the men's are . We discourage any outward signs of physical affection (kissing, hugging, etc.) at the shelter even if you are married. 9. Keep your clothing on at all times. No walking arou d without shirts or other articles of clothing. 10. DO NOT bring food in from the outside. Food must be consumed or disposed of before entry. 11. Do not take food or drinks outside of the table area (including outside) 12. NO FOOD OR DRINKS ON OR IN BINS OR IN SLEEPING AREA. 13. Do not loiter around the building or the driveway et any time. 14. "Searches" of bins and personal belongings will be conducted at the site coordinators/case manager's discretion. Those that Choose not to comply must leave the shelter immediately and will be suspended the follgwing evening. 15. Guests will be allowed 1 bin to store personal belongings and bedding. All other items must be removed daily. Bins will be emptied after 5 days absence and all items disposed of. VIOLATION OF THE FOLLOWING RULES WIILL RESULT IN IMMEDIATE DISMISSAL FROM THE PROGRAM. 1. NO SMOKING anywhere in the building. Srroking will be allowed at assigned intervals in the designated smoking area only. Smo'King anywhere in the building will be cause for removal from the PADS Program. -9- 2. NO WEAPONS OF ANY KIND ARE ALLOWED. 3. NO ALCOHOL,DRUGS OR OTHER ILLEGAL SUSBSTANCES are allowed in or around the building. 4. NO FIGHTING, YELLING, FOUL LANGUAGE, RACIAL OR SEXUAL HARASSMENT 5. THREATENING OR HARASSING STAFF OR VOLUNTEERS WILL RESULT IN PERMANENT DISMISSAL FORM THE P.A.D.S. PROGRAM r r -10-