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12-96
Resolution No. 12-96 RESOLUTION APPROVING RIVERBOAT FUND GRANT RECIPIENTS WHEREAS, the Riverboat Fund Grant Program has been established to provide financial assistance and support regarding operating costs for local not-for-profit organizations; and WHEREAS, in 2012 applications have been made for twenty-one projects under the Riverboat Fund Grant Program; and WHEREAS, said applications have been reviewed and recipients selected by the City Council; and WHEREAS, funds from the Riverboat Fund Grant Program have also been reserved for the Ride-in-Kane program. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS, grant assistance and funds be provided under the Riverboat Fund Grant Program to the following organizations: Boys& Girls Club of Elgin $115,000 Centro de Informacion 3,815 Easter Seals DFVR 3,815 Ecker Center for Mental Health 3,815 Elgin Soup Kettle-Church of the Redeemer 3,155 Feeding Greater Elgin 3,815 Literacy Connection 3,815 NHS of the Fox Valley 35,000 Open Door Clinic 3,815 Salvation Amy 3,815 Ays _'% � navQ.r r^2cvc` Society of St. Vincent De Paul 3,815 VNA Health Center 3,815 Youth Leadership Academy 3,810 Ride- in-Kane 58,700 TOTAL $250,000 BE IT FURTHER RESOLVED that the projects shall be in conformance with all applicable codes and ordinances. BE IT FURTHER RESOLVED that prior to receiving any grant funds organizations shall be required to enter into an agreement with the City of Elgin in a form as approved by the Corporation Counsel. s/David J. Kaptain David J. Kaptain, Mayor Presented: May 23, 2012 Adopted: May 23, 2012 Vote: Yeas: 6 Nays: 1 Attest: s/Kimberly Dewis Kimberly Dewis, City Clerk - 2 - PURCHASE OF SERVICE AGREEMENT THIS AGREEMENT is made and entered into this 23 day of May , 201 2 , by and between the CITY OF ELGIN, Illinois, a municipal corporation (hereinafter referred to as the "City"), and The Boys and Girls Club of Elgin, a not-for-profit corporation organized and existing under the laws of the State of Illinois (hereinafter referred to as the "Service Provider"). WHEREAS, the City has determined that it would serve a beneficial public purpose to enter into an agreement with the Service Provider for the Service Provider to provide certain contract services as described in this Agreement; and WHEREAS, the Service Provider represents that it has the necessary expertise and experience to furnish the Subject Services upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual promises and covenants 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 document entitled"Boys and Girls Club of Elgin" - Scope of Services for 2012 Grant Agreement," attached hereto and made a part hereof as Exhibit A (such services, including the terms, conditions, dates and times, are hereinafter referred to as the "Subject Services"). In the event of any conflict between the provisions of this Agreement and the provisions in Exhibit A, the provisions of this Agreement shall control. The Service Provider represents and warrants that the Service Provider has the skills and knowledge necessary to conduct the Subject Services provided for in Exhibit A and that the Subject Services set forth in Exhibit A are integral parts of this Agreement and may not be modified, amended or altered, except by a signed, written amendment to this Agreement, agreed to and executed by both parties hereto. 2. The Service Provider shall address all inquiries and requests made pursuant to this Agreement to the Assistant City Manager of the City or his designee. 3. In connection with any Subject Services to be performed on other than City-owned or controlled properties, the Service Provider warrants and agrees to maintain all facilities and equipment used in the performing of the Subject Services in a clean, 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 equipment 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 on 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 cause 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 One Hundred and Fifteen Thousand Dollars ($115,000). The payment shall be made within 30 days of the date 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, 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 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 Agreement. The reports shall be provided to the City quarterly on June 30, 2012; September 30, 2012; December 31, 2012; and March 31, 2013. C. The City has the right to review all accounting records of the Service Provider related to the use of the monies to be paid by the City to the Service Provider pursuant to this Agreement upon 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 December 31, 2012. 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 March 31, 2013. These statements shall be submitted to the Assistant City Manager at City Hall, 150 Dexter Court, Elgin, Illinois 60120-5555. -2- 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, 2012, 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 of this acknowledgement shall be provided to the City. A logo provided by the City to the Service Provider shall be used for this purpose. 9. In all printed materials in which a City seal or logo is deemed appropriate, approval by the Public Information Officer of the City is required prior to printing. 10. The term of this Agreement shall commence from the date of the execution hereof and continue through December 31, 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 not 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 any 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 or breach shall be deemed to constitute a default, and in the event 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 City is the prevailing party in such action, the City shall also be entitled to recover from the Service Provider interest at the rate of nine percent (9%) per annum -3- and reasonable attorney's fees. The provisions 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 Service 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, except that reimbursement shall not in any event exceed the total amount set forth under Section 4 above. Additionally, in the event this Agreement 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 funds. 14. To the fullest extent permitted by law, Service Provider 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 herewith, including negligence or omissions or agents of the Service Provider arising out of the performance of this Agreement and/or the Subject Services. In the event of any action against the City, its officers, employees, agents, boards or commissions covered by the foregoing duty to indemnify, defend and hold harmless, such action shall be defended by legal counsel of the City's choosing. The provisions of this section shall survive any expiration, completion and/or termination of this Agreement. 15. The Service Provider shall provide, pay for and maintain 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 Services with limits of not less than $500,000 per occurrence for damages to persons or property. The Service Provider shall also provide, pay for and maintain in effect, during the term of this Agreement, worker's compensation insurance in amounts required under the laws of the State of Illinois. At the request of the City the Service Provider shall provide to the City certificates of insurance regarding the insurance required in this paragraph. 16. 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 Agreement or because of their execution, approval or attempted execution of this Agreement. 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 presence of any sensory, mental or physical -4- handicap, unless based upon a bona fide occupational qualification, and this requirement shall apply to, but not be limited to, the following: employment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training, including 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 retirement provisions, marital status or the presence of any sensory, mental or physical handicap. Any violation of this provision shall be considered a violation of a material provision of this Agreement and shall be grounds for cancellation, termination or suspension, in whole or in part, or 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 severable. In the event any of the terms or provisions of this Agreement are deemed to be void or otherwise unenforceable for any reason, the remainder of this Agreement shall remain 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, discharged or extended except by written amendment duly executed by the parties. Each party agrees that no representations or warranties shall be binding upon the other party unless expressed in writing 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 in the Circuit Court of Kane County, Illinois. 22. The Service Provider certifies hereby that it is not barred from bidding on a public contact as a result of a violation of 720 ILCS 5/33E et seq. or any similar 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 following information: a. the illegality of sexual harassment; b. the definition of sexual harassment under state law; C. a description of sexual harassment, utilizing examples; d. the vendor's internal complaint process including penalties; e. the legal recourse, investigative and complaint process available through the Illinois Department of Human Rights, and the Illinois Human Rights Commission; -5- handicap, unless based upon a bona fide occupational qualification, and this requirement shall apply to, but not be limited to, the following: employment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training, including 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 retirement provisions, marital status or the presence of any sensory, mental or physical handicap. Any violation of this provision shall be considered a violation of a material provision of this Agreement and shall be grounds for cancellation, termination or suspension, in whole or in part, or 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 severable. In the event any of the terms or provisions of this Agreement are deemed to be void or otherwise unenforceable for any reason, the remainder of this Agreement shall remain 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, discharged or extended except by written amendment duly executed by the parties. Each party agrees that no representations or warranties shall be binding upon the other party unless expressed in writing 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 in the Circuit Court of Kane County, Illinois. 22. The Service Provider certifies hereby that it is not barred from bidding on a public contact as a result of a violation of 720 ILCS 5/33E et seq. or any similar 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 following information: a. the illegality of sexual harassment; b. the definition of sexual harassment under state law; C. a description of sexual harassment, utilizing examples; d. the vendor's internal complaint process including penalties; e. the legal recourse, investigative and complaint process available through the Illinois Department of Human Rights, and the Illinois Human Rights Commission; -5- 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 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: IA. to Servic Provider- City of Elgin 6 S &IrVs UkAb (► 150 Dexter Court u G Elgin, IL 60120-5555 1. Attention: Sean Stegall City Manager 11 -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: r City Manager Attest• ity Clerk blegal dept\agreement\purchase of service agreement form clean.doc -7- EX)EIIBIT A Scope of Service DESCRIPTION OF DELIVERABLES TO BE PROVIDED BY SERVICE PROVIDER: Programming: The Boys & Girls Club of Elgin shall inspire all young people, especially those that need them most,to reach their full potential as productive, caring, responsible citizens through outreach efforts and programs targeted to provide a safe place for children to learn and grow,to provide ongoing relationships with caring, adult professionals,to offer life-enhancing programs and character development experiences, and to create hope and opportunity in our members' lives. Youth development services provided under this agreement focus on Gang Prevention, Educational and Life Skills Programs, and include the following: 1. After-school programming for children between 5- and 18-years-old community outreach for membership purposes; and family nights focused on educational opportunities in areas identified in the community needs assessment. 2. The Boys and Girls Club of Elgin shall offer programs under the following core program areas: Education & Career Development; Health and Life Skills; Character Leadership Development; The Arts; and Sports, Fitness and Recreation. Other: The Boys and Girls Club of Elgin shall provide one table to their annual dinner/event for City officials to attend. -8- PURCHASE OF SERVICE AGREEMENT THIS AGREEMENT is made and entered into this_23r day of Aoft, 201-11,,by and between the CITY OF ELGIN, Illinois, a municipal corporation (herein fter referred to as the "City"), and Centro de Informacion, a not-for-profit corporation organized and existing under the laws of the State of Illinois (hereinafter referred to as the"Service Provider"). WHEREAS,the City has determined that it would serve a beneficial public purpose to enter into an agreement with the Service Provider for the Service Provider to provide certain contract services as described in this Agreement; and WHEREAS, the Service Provider represents that it has the necessary expertise and experience to furnish the Subject Services upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual promises and covenants 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 document entitled"Centro de Informacion" -Scope of Services for 2012 Grant Agreement,"attached hereto and made a part hereof as Exhibit A (such services, including the terms, conditions, dates and times, are hereinafter referred to as the "Subject Services"). In the event of any conflict between the provisions of this Agreement and the provisions in Exhibit A, the provisions of this Agreement shall control. The Service Provider represents and warrants that the Service Provider has the skills and knowledge necessary to conduct the Subject Services provided for in Exhibit A and that the Subject Services set forth in Exhibit A are integral parts of this Agreement and may not be modified, amended or altered, except by a signed, written amendment to this Agreement, agreed to and executed by both parties hereto. 2. The Service Provider shall address all inquiries and requests made pursuant to this Agreement to the Assistant City Manager of the City or his designee. 3. In connection with any Subject Services to be performed on other than City-owned or controlled properties, the Service Provider warrants and agrees to maintain all facilities and equipment used in the performing of the Subject Services in a clean,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 equipment 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 on 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 cause 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 Three Thousand Eight Hundred and Fifteen Dollars($3,815). Such payment by the City to the Service Provider shall be made within 30 days of the date 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, 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 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 Agreement. The reports shall be provided to the City no later than March 31, 2013. C. The City has the right to review all accounting records of the Service Provider related to the use of the monies to be paid by the City to the Service Provider pursuant to this Agreement upon 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 December 31,2012. 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 March 31, 2013. These statements shall be submitted to the Assistant City Manager at City Hall, 150 Dexter Court, Elgin, 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 31,2012, the Service Provider shall refund to the City on a -2- 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 of this acknowledgement shall be provided to the City. A logo provided by the City to the Service Provider shall be used for this purpose. 9. In all printed materials in which a City seal or logo is deemed appropriate, approval by the Public Information Officer of the City is required prior to printing. 10. The term of this Agreement shall commence from the date of the execution hereof and continue through December 31, 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 not 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 any 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 or breach shall be deemed to constitute a default,and in the event 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 City is the prevailing party in such action,the City shall also be 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, completion and/or termination of this Agreement. -3- 13. Notwithstanding any other provision hereof,the City may terminate this Agreement at any time upon thirty (30) days prior written notice to the Service Provider. In the event this Agreement is so terminated,the Service Provider shall be paid for services actually performed,and reimbursable expenses actually incurred prior to termination,except that reimbursement shall not in any event exceed the total amount set forth under Section 4 above. Additionally, in the event this Agreement 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 funds. 14. To the fullest extent permitted by law, Service Provider 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 herewith, including negligence or omissions or agents of the Service Provider arising out of the performance of this Agreement and/or the Subject Services. In the event of any action against the City, its officers, employees, agents, boards or commissions covered by the foregoing duty to indemnify,defend and hold harmless,such action shall be defended by legal counsel of the City's choosing. The provisions of this section shall survive any expiration, completion and/or termination of this Agreement. 15. The Service Provider shall provide,pay for and maintain 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 Services with limits of not less than $500,000 per occurrence for damages to persons or property. The Service Provider shall also provide,pay for and maintain in effect, during the term of this Agreement, worker's compensation insurance in amounts required under the laws of the State of Illinois. At the request of the City the Service Provider shall provide to the City certificates of insurance regarding the insurance required in this paragraph. 16. 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 Agreement or because of their execution, approval or attempted execution of this Agreement. 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 presence of any sensory,mental or physical -4- handicap,unless based upon a bona fide occupational qualification,and this requirement shall apply to,but not be limited to,the following: employment advertising,layoff or termination,rates of pay or other forms of compensation and selection for training, including 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 retirement provisions,marital status or the presence of any sensory,mental or physical handicap. Any violation of this provision shall be considered a violation of a material provision of this Agreement and shall be grounds for cancellation, termination or suspension, in whole or in part, or 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 severable. In the event any of the terms or provisions of this Agreement are deemed to be void or otherwise unenforceable for any reason,the remainder of this Agreement shall remain 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, discharged or extended except by written amendment duly executed by the parties. Each party agrees that no representations or warranties shall be binding upon the other party unless expressed in writing 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 in the Circuit Court of Kane County, Illinois. 22. The Service Provider certifies hereby that it is not barred from bidding on a public contact as a result of a violation of 720 ILCS 5/33E et seq. or any similar 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 following information: a. the illegality of sexual harassment; b. the definition of sexual harassment under state law; C. a description of sexual harassment, utilizing examples; d. the vendor's internal complaint process including penalties; e. the legal recourse, investigative and complaint process available through the Illinois Department of Human Rights, and the Illinois Human Rights Commission; -5- 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 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 G2441, M AA- "WL& rov► 150 Dexter Court Elgin, IL 60120-5555 c L o lZ) Attention: Sean Stegall City Manager 6�c�a ise c,t tie ')trtctrr -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- EXHIBIT A DESCRIPTION OF SERVICES TO BE PROVIDED BY CENTRO DE INFORMACION 1. Empower Hispanics to integrate into the larger community through: a. Facilitation of information b. Education c. Citizenship d. Well-being 2. Provide bi-lingual, bicultural services including: a. Information and referral b. Counseling c. Public benefit outreach and advocacy d. Parenting skills training e. Immigration and naturalization services f. Programs for at-risk families 3. Provide emergency services including: a. Provide 3-5 days worth of groceries, food stamps, diapers and clothing when available b. Provide public assistance information c. Counseling to help families sign up for Link cards,Temporary Assistance to Needy Families, All Kids and utility assistance. d. Assist with writing resumes and online employment applications -8- PURCHASE OF SERVICE AGREEMENT THIS AGREEMENT is made and entered into this 23 day of May ,201 2 ,by and between the CITY OF ELGIN, Illinois, a municipal corporation (hereinafter referred to as the "City"),and Easter Seals DuPage and the Fox Valley Region,a not-for-profit corporation organized and existing under the laws of the State of Illinois(hereinafter referred to as the"Service Provider"). WHEREAS,the City has determined that it would serve a beneficial public purpose to enter into an agreement with the Service Provider for the Service Provider to provide certain contract services as described in this Agreement; and WHEREAS, the Service Provider represents that it has the necessary expertise and experience to furnish the Subject Services upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual promises and covenants 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 document entitled "Easter Seals DuPage and the Fox Valley Region" - Scope of Services for 2012 Grant Agreement," attached hereto and made a part hereof as Exhibit A(such services,including the terms,conditions,dates and times,are hereinafter referred to as the"Subject Services"). In the event of any conflict between the provisions of this Agreement and the provisions in Exhibit A, the provisions of this Agreement shall control. The Service Provider represents and warrants that the Service Provider has the skills and knowledge necessary to conduct the Subject Services provided for in Exhibit A and that the Subject Services set forth in Exhibit A are integral parts of this Agreement and may not be modified,amended or altered, except by a signed, written amendment to this Agreement, agreed to and executed by both parties hereto. 2. The Service Provider shall address all inquiries and requests made pursuant to this Agreement to the Assistant City Manager of the City or his designee. 3. In connection with any Subject Services to be performed on other than City-owned or controlled properties, the Service Provider warrants and agrees to maintain all facilities and equipment used in the performing of the Subject Services in a clean,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 equipment 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 on 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 cause 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 Three Thousand Eight Hundred and Fifteen Dollars($3,815).The payment shall be made within 30 days of the date 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, 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 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 Agreement. The reports shall be provided to the City no later than March 31, 2013. C. The City has the right to review all accounting records of the Service Provider related to the use of the monies to be paid by the City to the Service Provider pursuant to this Agreement upon 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 December 31,2012. 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 March 31, 2013. These statements shall be submitted to the Assistant City Manager at City Hall, 150 Dexter Court, Elgin, Illinois 60120-5555. -2- 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, 2012,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 of this acknowledgement shall be provided to the City. A logo provided by the City to the Service Provider shall be used for this purpose. 9. In all printed materials in which a City seal or logo is deemed appropriate,approval by the Public Information Officer of the City is required prior to printing. 10. The term of this Agreement shall commence from the date of the execution hereof and continue through December 31, 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 not 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 any 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 or breach shall be deemed to constitute a default,and in the event 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 City is the prevailing party in such action,the City shall also be entitled to recover from the Service Provider interest at the rate of nine percent (9%) per annum and reasonable attorney's fees. The -3- provisions 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 Service 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,except that reimbursement shall not in any event exceed the total amount set forth under Section 4 above. Additionally, in the event this Agreement 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 funds. 14. To the fullest extent permitted by law, Service Provider 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 herewith, including negligence or omissions or agents of the Service Provider arising out of the performance of this Agreement and/or the Subject Services. In the event of any action against the City, its officers, employees, agents, boards or commissions covered by the foregoing duty to indemnify,defend and hold harmless,such action shall be defended by legal counsel of the City's choosing. The provisions of this section shall survive any expiration, completion and/or termination of this Agreement. 15. The Service Provider shall provide,pay for and maintain 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 Services with limits of not less than $500,000 per occurrence for damages to persons or property. The Service Provider shall also provide, pay for and maintain in effect, during the term of this Agreement, worker's compensation insurance in amounts required under the laws of the State of Illinois. At the request of the City the Service Provider shall provide to the City certificates of insurance regarding the insurance required in this paragraph. 16. 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 Agreement or because of their execution, approval or attempted execution of this Agreement. 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 presence of any sensory,mental or physical -4- handicap,unless based upon a bona fide occupational qualification,and this requirement shall apply to,but not be limited to,the following: employment advertising,layoff or termination,rates of pay or other forms of compensation and selection for training, including 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 retirement provisions,marital status or the presence of any sensory,mental or physical handicap. Any violation of this provision shall be considered a violation of a material provision of this Agreement and shall be grounds for cancellation,termination or suspension, in whole or in part, or 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 severable. In the event any of the terms or provisions of this Agreement are deemed to be void or otherwise unenforceable for any reason,the remainder of this Agreement shall remain 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, discharged or extended except by written amendment duly executed by the parties. Each party agrees that no representations or warranties shall be binding upon the other party unless expressed in writing 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 in the Circuit Court of Kane County, Illinois. 22. The Service Provider certifies hereby that it is not barred from bidding on a public contact as a result of a violation of 720 ILCS 5/33E et seq. or any similar 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 following information: a. the illegality of sexual harassment; b. the definition of sexual harassment under state law; C. a description of sexual harassment, utilizing examples; d. the vendor's internal complaint process including penalties; e. the legal recourse, investigative and complaint process available through the Illinois Department of Human Rights, and the Illinois Human Rights Commission; -5- 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 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 .5ferJ�c s X Volle'l ) 150 Dexter Court 83c?S .Ads s,w &, u e Elgin, IL 60120-5555 Vlla PO'k !L &Olkl Attention: Sean Stegall /klten �5cw�? �hes� 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 By: By: �4 of City Manager Attest: City Clerk fAlegal dept\agreement\purchase of service agreement form clean.doc -7- EXHIBIT A Scope of Service DESCRIPTION OF SERVICES TO BE PROVIDED BY EASTER SEALS DUPAGE AND THE FOX VALLEY: 1. Provide the Outpatient Medical Rehabilitation Fee Assistance to children in financial need to receive the therapy services that give them the best chance of functioning at maximum independence. These services will consist of: a. Physical Therapy ( focus on large motor skills) b. Occupational Therapy ( focus on smaller motor skills) c. Speech and Language Therapy d. Nutrition Therapy e. Audiology Services and Assistive Technology f. Secondary Outreach services 2. Additional services to include specialty clinics including: a. Vision Clinic b. Dental Clinic c. Orthopedics Clinic d. Respiratory Clinic e. Positioning and mobility clinic f. Splinting Clinic -8- PURCHASE OF SERVICE AGREEMENT THIS AGREEMENT is made and entered into this 23 day of May _,2012 'by and between the CITY OF ELGIN, Illinois, a municipal corporation(hereinafter referred to as the "City"), and Ecker Center for Mental Health, a not-for-profit corporation organized and existing under the laws of the State of Illinois (hereinafter referred to as the "Service Provider"). WHEREAS,the City has determined that it would serve a beneficial public purpose to enter into an agreement with the Service Provider for the Service Provider to provide certain contract services as described in this Agreement; and WHEREAS, the Service Provider represents that it has the necessary expertise and experience to furnish the Subject Services upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual promises and covenants 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 document entitled"Ecker Center for Mental Health"- Scope of Services for 2012 Grant Agreement,"attached hereto and made a part hereof as Exhibit A(such services,including the terms,conditions,dates and times,are hereinafter referred to as the"Subject Services"). In the event of any conflict between the provisions of this Agreement and the provisions in Exhibit A, the provisions of this Agreement shall control. The Service Provider represents and warrants that the Service Provider has the skills and knowledge necessary to conduct the Subject Services provided for in Exhibit A and that the Subject Services set forth in Exhibit A are integral parts of this Agreement and may not be modified, amended or altered, except by a signed,written amendment to this Agreement, agreed to and executed by both parties hereto. 2. The Service Provider shall address all inquiries and requests made pursuant to this Agreement to the Assistant City Manager of the City or his designee. 3. In connection with any Subject Services to be performed on other than City-owned or controlled properties, the Service Provider warrants and agrees to maintain all facilities and equipment used in the performing of the Subject Services in a clean,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 equipment 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 on 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 cause 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 Three Thousand Eight Hundred and Fifteen Dollars($3,815). The payment shall be made within 30 days of the date 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, 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 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 Agreement. The reports shall be provided to the City no later than March 31, 2013. C. The City has the right to review all accounting records of the Service Provider related to the use of the monies to be paid by the City to the Service Provider pursuant to this Agreement upon 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 December 31,2012. 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 March 31, 2013. These statements shall be submitted to the Assistant City Manager at City Hall, 150 Dexter Court, Elgin, 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, 2012,the Service Provider shall refund to the City on a -2- 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 of this acknowledgement shall be provided to the City. A logo provided by the City to the Service Provider shall be used for this purpose. 9. In all printed materials in which a City seal or logo is deemed appropriate,approval by the Public Information Officer of the City is required prior to printing. 10. The term of this Agreement shall commence from the date of the execution hereof and continue through December 31, 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 not 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 any 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 or breach shall be deemed to constitute a default,and in the event 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 City is the prevailing party in such action,the City shall also be 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, completion and/or termination of this Agreement. -3- 13. Notwithstanding any other provision hereof,the City may terminate this Agreement at any time upon thirty (30) days prior written notice to the Service Provider. In the event this Agreement is so terminated,the Service Provider shall be paid for services actually performed,and reimbursable expenses actually incurred prior to termination,except that reimbursement shall not in any event exceed the total amount set forth under Section 4 above. Additionally, in the event this Agreement 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 funds. 14. To the fullest extent permitted by law,Service Provider 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 herewith, including negligence or omissions or agents of the Service Provider arising out of the performance of this Agreement and/or the Subject Services. In the event of any action against the City, its officers, employees, agents, boards or commissions covered by the foregoing duty to indemnify,defend and hold harmless,such action shall be defended by legal counsel of the City's choosing. The provisions of this section shall survive any expiration, completion and/or termination of this Agreement. 15. The Service Provider shall provide,pay for and maintain 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 Services with limits of not less than $500,000 per occurrence for damages to persons or property. The Service Provider shall also provide, pay for and maintain in effect, during the term of this Agreement, worker's compensation insurance in amounts required under the laws of the State of Illinois. At the request of the City the Service Provider shall provide to the City certificates of insurance regarding the insurance required in this paragraph. 16. 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 Agreement or because of their execution, approval or attempted execution of this Agreement. 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 presence of any sensory,mental or physical -4- handicap,unless based upon a bona fide occupational qualification,and this requirement shall apply to,but not be limited to,the following:employment advertising,layoff or termination,rates of pay or other forms of compensation and selection for training, including 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 retirement provisions,marital status or the presence of any sensory,mental or physical handicap. Any violation of this provision shall be considered a violation of a material provision of this Agreement and shall be grounds for cancellation,termination or suspension, in whole or in part, or 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 severable. In the event any of the terms or provisions of this Agreement are deemed to be void or otherwise unenforceable for any reason,the remainder of this Agreement shall remain 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, discharged or extended except by written amendment duly executed by the parties. Each party agrees that no representations or warranties shall be binding upon the other party unless expressed in writing 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 in the Circuit Court of Kane County, Illinois. 22. The Service Provider certifies hereby that it is not barred from bidding on a public contact as a result of a violation of 720 ILCS 5/33E et seq. or any similar 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 following information: a. the illegality of sexual harassment; b. the definition of sexual harassment under state law; C. a description of sexual harassment, utilizing examples; d. the vendor's internal complaint process including penalties; e. the legal recourse, investigative and complaint process available through the Illinois Department of Human Rights, and the Illinois Human Rights Commission; -5- 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 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 1C.,'?�, �-�-,4-r 41, 150 Dexter Court ( ` S ✓�^ �.� ..sr cr. r Icy t� f� Elgin, IL 60120-5555 Z �c�.�'� -L, �o0 Attention: Sean Stegall City Manager b e�- -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: ail. By: Ci Manager Attest: ,a& City Clerk f legal depflagreemenflpurchase of service agreement form clean.doc -7- EXHIBIT A Scope of Service DESCRIPTION OF SERVICES TO BE PROVIDED BY ECKER CENTER: 1. Provide Residential Program for homeless people with mental illness including: a. Residential facility or apartment b. Case management c. Additional Ecker Center services 2. The Residential Program will: a. Support and teach residents the skills they need to assume more self-care b. Help patients move to a more independent living situation -8- PURCHASE OF SERVICE AGREEMENT THIS AGREEMENT is made and entered into this 23 day of May ,2012,by and between the CITY OF ELGIN, Illinois, a municipal corporation (hereinafter referred to as the "City"), and Soup Kettle, Church of the Redeemer , a not-for-profit corporation organized and existing under the laws of the State of Illinois (hereinafter referred to as the "Service Provider"). WHEREAS,the City has determined that it would serve a beneficial public purpose to enter into an agreement with the Service Provider for the Service Provider to provide certain contract services as described in this Agreement; and WHEREAS, the Service Provider represents that it has the necessary expertise and experience to furnish the Subject Services upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual promises and covenants 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 document entitled"Soup Kettle,Church of the Redeemer" - Scope of Services for 2012 Grant Agreement," attached hereto and made a part hereof as Exhibit A(such services, including the terms,conditions,dates and times,are hereinafter referred to as the "Subject Services"). In the event of any conflict between the provisions of this Agreement and the provisions in Exhibit A, the provisions of this Agreement shall control. The Service Provider represents and warrants that the Service Provider has the skills and knowledge necessary to conduct the Subject Services provided for in Exhibit A and that the Subject Services set forth in Exhibit A are integral parts of this Agreement and may not be modified,amended or altered, except by a signed, written amendment to this Agreement, agreed to and executed by both parties hereto. 2. The Service Provider shall address all inquiries and requests made pursuant to this Agreement to the Assistant City Manager of the City or his designee. 3. In connection with any Subject Services to be performed on other than City-owned or controlled properties, the Service Provider warrants and agrees to maintain all facilities and equipment used in the performing of the Subject Services in a clean,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 equipment 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 on 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 cause 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 Three Thousand One Hundred and Fifty Five Dollars($3,155).Such payment by the City to the Service Provider shall be made within 30 days of the date 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, 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 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 Agreement. The reports shall be provided to the City no later than March 31, 2013. C. The City has the right to review all accounting records of the Service Provider related to the use of the monies to be paid by the City to the Service Provider pursuant to this Agreement upon 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 December 31, 2012. 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 March 31, 2013. These statements shall be submitted to the Assistant City Manager at City Hall, 150 Dexter Court, Elgin, Illinois 60120-5555. -2- 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 31,2012,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 of this acknowledgement shall be provided to the City. A logo provided by the City to the Service Provider shall be used for this purpose. 9. In all printed materials in which a City seal or logo is deemed appropriate, approval by the Public Information Officer of the City is required prior to printing. 10. The term of this Agreement shall commence from the date of the execution hereof and continue through December 31, 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 not 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 any 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 or breach shall be deemed to constitute a default,and in the event 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 City is the prevailing party in such action,the City shall also be entitled to recover from the Service Provider interest at the rate of nine percent (9%) per annum and reasonable attorney's fees. The -3- provisions 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 Service 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,except that reimbursement shall not in any event exceed the total amount set forth under Section 4 above. Additionally, in the event this Agreement 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 funds. 14. To the fullest extent permitted by law,Service Provider 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 herewith, including negligence or omissions or agents of the Service Provider arising out of the performance of this Agreement and/or the Subject Services. In the event of any action against the City, its officers, employees, agents, boards or commissions covered by the foregoing duty to indemnify,defend and hold harmless,such action shall be defended by legal counsel of the City's choosing. The provisions of this section shall survive any expiration, completion and/or termination of this Agreement. 15. The Service Provider shall provide,pay for and maintain 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 Services with limits of not less than $500,000 per occurrence for damages to persons or property. The Service Provider shall also provide, pay for and maintain in effect, during the term of this Agreement, worker's compensation insurance in amounts required under the laws of the State of Illinois. At the request of the City the Service Provider shall provide to the City certificates of insurance regarding the insurance required in this paragraph. 16. 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 Agreement or because of their execution, approval or attempted execution of this Agreement. 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 presence of any sensory,mental or physical -4- handicap,unless based upon a bona fide occupational qualification,and this requirement shall apply to,but not be limited to,the following:employment advertising,layoff or termination,rates of pay or other forms of compensation and selection for training, including 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 retirement provisions,marital status or the presence of any sensory,mental or physical handicap. Any violation of this provision shall be considered a violation of a material provision of this Agreement and shall be grounds for cancellation, termination or suspension, in whole or in part, or 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 severable. In the event any of the terms or provisions of this Agreement are deemed to be void or otherwise unenforceable for any reason,the remainder of this Agreement shall remain 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,discharged or extended except by written amendment duly executed by the parties. Each party agrees that no representations or warranties shall be binding upon the other party unless expressed in writing 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 in the Circuit Court of Dane County, Illinois. 22. The Service Provider certifies hereby that it is not barred from bidding on a public contact as a result of a violation of 720 ILCS 5/33E et seq. or any similar 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 following information: a. the illegality of sexual harassment; b. the definition of sexual harassment under state law; C. a description of sexual harassment, utilizing examples; d. the vendor's internal complaint process including penalties; e. the legal recourse, investigative and complaint process available through the Illinois Department of Human Rights, and the Illinois Human Rights Commission; -5- 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 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 Se *c Provi&r: City of Elgin � e, �p�„ 150 Dexter Court D e.� e✓ �` 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 By: By; e^ u r,'O J l o�'� ty Manager Attest: City Clerk f\legal dept\agreement\purchase of service agreement form clean.doc -7- EXHIBIT A DESCRIPTION OF DELIVERABLES TO BE PROVIDED BY ELGIN SOUP KETTLE: 1. The Church of the Redeemer will: a. Continue to host the Soup Kettle on Thursday evenings, hosting an average of 100 people b. Purchase an American Dish Service ET-AF-3 commercial dishwasher to clean trays and other utensils used for the Soup Kettle c. Use the dishwasher exclusively for the Soup Kettle to ensure proper cleanliness and sanitation for Soup Kettle utensils and trays -8- PURCHASE OF SERVICE AGREEMENT THIS AGREEMENT is made and entered into this 23 day of /`N&j' ,201,:)- by and between the CITY OF ELGIN, Illinois, a municipal corporation(hereinafter referred to as the "City"), and Feeding Greater Elgin , a not-for-profit corporation organized and existing under the laws of the State of Illinois (hereinafter referred to as the "Service Provider"). WHEREAS,the City has determined that it would serve a beneficial public purpose to enter into an agreement with the Service Provider for the Service Provider to provide certain contract services as described in this Agreement; and WHEREAS, the Service Provider represents that it has the necessary expertise and experience to furnish the Subject Services upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual promises and covenants 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 document entitled"Feeding Greater Elgin" -Scope of Services for 2012 Grant Agreement,"attached hereto and made a part hereof as Exhibit A (such services, including the terms, conditions, dates and times, are hereinafter referred to as the "Subject Services"). In the event of any conflict between the provisions of this Agreement and the provisions in Exhibit A, the provisions of this Agreement shall control. The Service Provider represents and warrants that the Service Provider has the skills and knowledge necessary to conduct the Subject Services provided for in Exhibit A and that the Subject Services set forth in Exhibit A are integral parts of this Agreement and may not be modified, amended or altered, except by a signed, written amendment to this Agreement, agreed to and executed by both parties hereto. 2. The Service Provider shall address all inquiries and requests made pursuant to this Agreement to the Assistant City Manager of the City or his designee. 3. In connection with any Subject Services to be performed on other than City-owned or controlled properties, the Service Provider warrants and agrees to maintain all facilities and equipment used in the performing of the Subject Services in a clean,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 equipment 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 on 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 cause 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 Three Thousand Eight Hundred Fifteen Dollars($3,815). Such payment by the City to the Service Provider shall be made within 30 days of the date 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, 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 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 Agreement. The reports shall be provided to the City no later than March 31, 2013. C. The City has the right to review all accounting records of the Service Provider related to the use of the monies to be paid by the City to the Service Provider pursuant to this Agreement upon 72 hours advance notice from the City to the Service Provider. The Service Provider shall have an audit performed on its financial W{ have n o fi statements for the year ending December 31,2012. The audit must be Comb/G'fe a(a f performed by an independent certified public accountant recognized in SiN'e od,- X e,�enve, good standing by the American Institute of Certified Public s �rss -t ' 306,oco, Accountants and licensed in the State of Illinois.The Service Provider �rvt a u/h i� Q.✓ shall provide the City with two copies of the said audited financial �s a v��c�q/ 67 lie, statement along with the management letter and any other f.�ll�;ra�l a/4, correspondence related to internal control matters on or before March Sfafe ° �At4bN 31, 2013. These statements shall be submitted to the Assistant City �t av e 4 C�s/n/d Manager at City Hall, 150 Dexter Court, Elgin, 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, 2012, the Service Provider shall refund to the City on a -2- 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 of this acknowledgement shall be provided to the City. A logo provided by the City to the Service Provider shall be used for this purpose. 9. In all printed materials in which a City seal or logo is deemed appropriate,approval by the Public Information Officer of the City is required prior to printing. 10. The term of this Agreement shall commence from the date of the execution hereof and continue through December 31, 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 not 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 any 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 or breach shall be deemed to constitute a default,and in the event 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 City is the prevailing party in such action,the City shall also be 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, completion and/or termination of this Agreement. -3- 13. Notwithstanding any other provision hereof,the City may terminate this Agreement at any time upon thirty (30) days prior written notice to the Service Provider. In the event this Agreement is so terminated,the Service Provider shall be paid for services actually performed,and reimbursable expenses actually incurred prior to termination,except that reimbursement shall not in any event exceed the total amount set forth under Section 4 above. Additionally, in the event this Agreement 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 funds. 14. To the fullest extent permitted by law,Service Provider 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 herewith, including negligence or omissions or agents of the Service Provider arising out of the performance of this Agreement and/or the Subject Services. In the event of any action against the City, its officers, employees, agents, boards or commissions covered by the foregoing duty to indemnify,defend and hold harmless,such action shall be defended by legal counsel of the City's choosing. The provisions of this section shall survive any expiration, completion and/or termination of this Agreement. 15. The Service Provider shall provide,pay for and maintain 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 Services with limits of not less than $500,000 per occurrence for damages to persons or property. The Service Provider shall also provide, pay for and maintain in effect, during the term of this Agreement,worker's compensation insurance in amounts required under the laws of the State of Illinois. At the request of the City the Service Provider shall provide to the City certificates of insurance regarding the insurance required in this paragraph. 16. 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 Agreement or because of their execution, approval or attempted execution of this Agreement. 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 presence of any sensory,mental or physical -4- handicap,unless based upon a bona fide occupational qualification,and this requirement shall apply to,but not be limited to,the following: employment advertising,layoff or termination,rates of pay or other forms of compensation and selection for training, including 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 retirement provisions,marital status or the presence of any sensory,mental or physical handicap. Any violation of this provision shall be considered a violation of a material provision of this Agreement and shall be grounds for cancellation,termination or suspension, in whole or in part, or 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 severable. In the event any of the terms or provisions of this Agreement are deemed to be void or otherwise unenforceable for any reason,the remainder of this Agreement shall remain 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, discharged or extended except by written amendment duly executed by the parties. Each party agrees that no representations or warranties shall be binding upon the other party unless expressed in writing 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 in the Circuit Court of Kane County, Illinois. 22. The Service Provider certifies hereby that it is not barred from bidding on a public contact as a result of a violation of 720 ILCS 5/33E et seq. or any similar state or federal statute regarding bid rigging. 23. As a condition precedent of this contract, the Service Provider shall have written sexual arassment policies that include, at a minimum, the following information: W004,ky 0 wPC7 aiej' a. the illegality of sexual harassment; b. the definition of sexual harassment under state law; C. a description of sexual harassment, utilizing examples; d. the vendor's internal complaint process including penalties; e. the legal recourse, investigative and complaint process available through the Illinois Department of Human Rights, and the Illinois Human Rights Commission; -5- 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. LVe) tK1,vt, 0-J 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 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 1:eea("n &W-PAraw- 8*)-1- 150 Dexter Court I S'S'3 c►"M e tie e. D�Li++v— Elgin, IL 60120-5555 q;A T L Coot a3 Attention: Sean Stegall �y(���a.� : Svsa.� ��{�So•v 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 parry, 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: A-101� ity Manager Attest: City Clerk f:\legal dept\agreement\purchase of service agreement form clean.doc -7- EXHIBIT A DESCRIPTION OF DELIVERABLES TO BE PROVIDED BY FEEDING GREATER ELGIN 1. Provide a client choice, cost effective food acquisition and distribution program, offering shelf stable and perishable items to low income residents of Elgin 2. Make food accessible through open hours of operation throughout the week and weekends 3. Allow clients to access up to five days of food, on a once a month cycle. -8- PURCHASE OF SERVICE AGREEMENT THIS AGREEMENT is made and entered into this 23 day of MaY , 2012, by and between the CITY OF ELGIN, Illinois, a municipal corporation (hereinafter referred to as the "City"), and The Literacy Connection , a not-for-profit corporation organized and existing under the laws of the State of Illinois (hereinafter referred to as the"Service Provider"). WHEREAS, the City has determined that it would serve a beneficial public purpose to enter into an agreement with the Service Provider for the Service Provider to provide certain contract services as described in this Agreement; and WHEREAS, the Service Provider represents that it has the necessary expertise and experience to furnish the Subject Services upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual promises and covenants 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 document entitled "The Literacy Connection" - Scope of Services for 2012 Grant Agreement," attached hereto and made a part hereof as Exhibit A (such services, including the terms, conditions, dates and times, are hereinafter referred to as the "Subject Services"). In the event of any conflict between the provisions of this Agreement and the provisions in Exhibit A, the provisions of this Agreement shall control. The Service Provider represents and warrants that the Service Provider has the skills and knowledge necessary to conduct the Subject Services provided for in Exhibit A and that the Subject Services set forth in Exhibit A are integral parts of this Agreement and may not be modified, amended or altered, except by a signed, written amendment to this Agreement, agreed to and executed by both parties hereto. 2. The Service Provider shall address all inquiries and requests made pursuant to this Agreement to the Assistant City Manager of the City or his designee. 3. In connection with any Subject Services to be performed on other than City- owned or controlled properties, the Service Provider warrants and agrees to maintain all facilities and equipment used in the performing of the Subject Services in a clean, 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 equipment 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 on 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 cause 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 Three Thousand Eight Hundred Fifteen Dollars ($3,815). Such payment by the City to the Service Provider shall be made within 30 days of the date 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, 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 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 Agreement. The reports shall be provided to the City no later than March 31, 2013. C. The City has the right to review all accounting records of the Service Provider related to the use of the monies to be paid by the City to the Service Provider pursuant to this Agreement upon 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 Deeer ber- 4 June 30, 2012. The 4v 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 March 31, 2013. These statements shall be submitted to the Assistant City Manager at City Hall, 150 Dexter Court, Elgin, Illinois 60120-5555. -2- 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, 2012, 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 of this acknowledgement shall be provided to the City. A logo provided by the City to the Service Provider shall be used for this purpose. 9. In all printed materials in which a City seal or logo is deemed appropriate, approval by the Public Information Officer of the City is required prior to printing. 10. The term of this Agreement shall commence from the date of the execution hereof and continue through December 31, 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 not 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 any 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 or breach shall be deemed to constitute a default, and in the event 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 City is the prevailing party in such action, the City shall also be entitled to recover from the Service Provider interest at the rate of nine percent(9%) -3- per annum and reasonable attorney's fees. The provisions 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 Service 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, except that reimbursement shall not in any event exceed the total amount set forth under Section 4 above. Additionally, in the event this Agreement 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 funds. 14. To the fullest extent permitted by law, Service Provider 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 herewith, including negligence or omissions or agents of the Service Provider arising out of the performance of this Agreement and/or the Subject Services. In the event of any action against the City, its officers, employees, agents, boards or commissions covered by the foregoing duty to indemnify, defend and hold harmless, such action shall be defended by legal counsel of the City's choosing. The provisions of this section shall survive any expiration; completion and/or termination of this Agreement. 15. The Service Provider shall provide,pay for and maintain 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 Services with limits of not less than $500,000 per occurrence for damages to persons or property. The Service Provider shall also provide, pay for and maintain in effect, during the term of this Agreement, worker's compensation insurance in amounts required under the laws of the State of Illinois. At the request of the City the Service Provider shall provide to the City certificates of insurance regarding the insurance required in this paragraph. 16. 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 Agreement or because of their execution, approval or attempted execution of this Agreement. 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 presence of any sensory, mental or physical -4- handicap, unless based upon a bona fide occupational qualification, and this requirement shall apply to, but not be limited to, the following: employment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training, including 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 retirement provisions, marital status or the presence of any sensory, mental or physical handicap. Any violation of this provision shall be considered a violation of a material provision of this Agreement and shall be grounds for cancellation, termination or suspension, in whole or in part, or 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 severable. In the event any of the terms or provisions of this Agreement are deemed to be void or otherwise unenforceable for any reason, the remainder of this Agreement shall remain 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, discharged or extended except by written amendment duly executed by the parties. Each party agrees that no representations or warranties shall be binding upon the other party unless expressed in writing 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 in the Circuit Court of Kane County, Illinois. 22. The Service Provider certifies hereby that it is not barred from bidding on a public contact as a result of a violation of 720 ILCS 5133E et seq. or 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 following information: a. the illegality of sexual harassment; b. the definition of sexual harassment under state law; C. a description of sexual harassment, utilizing examples; d. the vendor's internal complaint process including penalties; e. the legal recourse, investigative and complaint process available through the Illinois Department of Human Rights, and the Illinois Human Rights Commission; -5- 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. , the Sen4ee Pr-evider- shall have in plaee a AT44en substanee abuse prevention program W-hieh meets or- emeeeds the program.. r-equir-ements in the Substanee Abuse Prevention P41ie Wer-ks Aet at 820 1LGS 265/1, et seq. A City Manager-prior-to the enlr-), and 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 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 The Literacy Connection 150 Dexter Court 270 N. Grove Avenue Elgin, IL 60120-5555 Elgin, IL 60120 Attention: Sean Stegall Attention: Karen L Oswald City Manager Executive Director -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 The Literacy Connection corporation By: /d t By: City Manager Q 1 re r Attest: &�^ , 4 C. &/ City Clerk fAlegal dept\agreemenApurchase of service agreement form clean.doc -7- EXHIBIT A DESCRIPTION OF DELIVERABLES TO BE PROVIDED BY THE LITERACY CONNECTION The Literacy Connection will serve Elgin and the surrounding area by training volunteers to help neighbors learn to read,write, speak and understand English better. Literacy Connection volunteers will help adults improve their basic reading or ESL skills through customized lessons. Through this program, the Literacy Connection will: 1. Provide workforce-readiness for higher level students 2. Provide work-readiness assessments for adult learners 3. Provide additional tutor training and support to volunteers 4. Provide referrals and or support to job training programs -8- f Literacy Connection City of Elgin Riverboat Funding Adult Workforce Education Budget Revenue: Local Government - City of Elgin Riverboat Funds 3,315 Total Revenue $3,315 Expenses: Salaries 2,344 Instructors/Coordinators Board Education Staff Development 150 Dues & Subscription Employment Expenses Fundraising Exp Allocation Insurance Insurance: Board of Directors Audit Fees Contract Svcs Office Supplies Software purchases Equipment purchases Postage Printing Program Devel. (Student Event) Public Relations Repairs & Maintenance Payroll & Unemployment (10.68%) 250 Teaching & Testing Materials 500 Telephone/Internet Volunteer/Student Recognition 71 Volunteer Training & Support Refreshments Travel Travel Non-local Tutors - Inkind Hours Miscellaneous In Kind Contrib Rent - building In Kind - Postage & Copies Total Expenses $3,315 Revenue Less Expense (p) 5/23/2012 PURCHASE OF SERVICE AGREEMENT THIS AGREEMENT is made and entered into this 23 day of may ,2012 ,by and between the CITY OF ELGIN, Illinois, a municipal corporation(hereinafter referred to as the "City"), and NHS of the Fox Valley , a not-for-profit corporation organized and existing under the laws of the State of Illinois (hereinafter referred to as the"Service Provider"). WHEREAS,the City has determined that it would serve a beneficial public purpose to enter into an agreement with the Service Provider for the Service Provider to provide certain contract services as described in this Agreement; and WHEREAS, the Service Provider represents that it has the necessary expertise and experience to furnish the Subject Services upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual promises and covenants 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 document entitled"NHS of the Fox Valley" -Scope of Services for 2012 Grant Agreement,"attached hereto and made a part hereof as Exhibit A (such services, including the terms, conditions, dates and times, are hereinafter referred to as the "Subject Services"). In the event of any conflict between the provisions of this Agreement and the provisions in Exhibit A, the provisions of this Agreement shall control. The Service Provider represents and warrants that the Service Provider has the skills and knowledge necessary to conduct the Subject Services provided for in Exhibit A and that the Subject Services set forth in Exhibit A are integral parts of this Agreement and may not be modified, amended or altered, except by a signed, written amendment to this Agreement, agreed to and executed by both parties hereto. 2. The Service Provider shall address all inquiries and requests made pursuant to this Agreement to the Assistant City Manager of the City or his designee. 3. In connection with any Subject Services to be performed on other than City-owned or controlled properties, the Service Provider warrants and agrees to maintain all facilities and equipment used in the performing of the Subject Services in a clean,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 equipment 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 on 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 cause 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 Thirty Five Thousand Dollars($3 5,000). Such payment by the City to the Service Provider shall be made in two installments of Seventeen Thousand Five Hundred Dollars($17,500). The first aforementioned installment payment shall be made within thirty (30) days of the date of this Agreement. The second aforementioned installment payment shall be made on or before August 30, 2011. However, the second installment payment shall not be made prior to 8 days after the Service Provider's submission of the budget document and audited financial statement documents referred to in paragraph 6 of this Agreement. 5. The Service Provider shall apply the 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,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 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 Agreement. The reports shall be provided to the City quarterly on June 30, 2012; September 30,2012; December 31, 2012; and March 31, 2013. C. The City has the right to review all accounting records of the Service Provider related to the use of the monies to be paid by the City to the Service Provider pursuant to this Agreement upon 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 December 31,2012. 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 March -2- 31, 2013. These statements shall be submitted to the Assistant City Manager at City Hall, 150 Dexter Court, Elgin, 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 31,2012,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 of this acknowledgement shall be provided to the City. A logo provided by the City to the Service Provider shall be used for this purpose. 9. In all printed materials in which a City seal or logo is deemed appropriate, approval by the Public Information Officer of the City is required prior to printing. 10. The term of this Agreement shall commence from the date of the execution hereof and continue through December 31, 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 not 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 any 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 or breach shall be deemed to constitute a default,and in the event 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 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, 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 Service 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,except that reimbursement shall not in any event exceed the total amount set forth under Section 4 above. Additionally, in the event this Agreement 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 funds. 14. To the fullest extent permitted by law, Service Provider 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 herewith, including negligence or omissions or agents of the Service Provider arising out of the performance of this Agreement and/or the Subject Services. In the event of any action against the City, its officers, employees, agents, boards or commissions covered by the foregoing duty to indemnify,defend and hold harmless,such action shall be defended by legal counsel of the City's choosing. The provisions of this section shall survive any expiration, completion and/or termination of this Agreement. 15. The Service Provider shall provide,pay for and maintain 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 Services with limits of not less than $500,000 per occurrence for damages to persons or property. The Service Provider shall also provide, pay for and maintain in effect, during the term of this Agreement, worker's compensation insurance in amounts required under the laws of the State of Illinois. At the request of the City the Service Provider shall provide to the City certificates of insurance regarding the insurance required in this paragraph. 16. 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 Agreement or because of their execution, approval or attempted execution of this Agreement. 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 presence of any sensory,mental or physical -4- handicap,unless based upon a bona fide occupational qualification,and this requirement shall apply to,but not be limited to,the following: employment advertising,layoff or termination,rates of pay or other forms of compensation and selection for training, including 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 retirement provisions,marital status or the presence of any sensory,mental or physical handicap. Any violation of this provision shall be considered a violation of a material provision of this Agreement and shall be grounds for cancellation,termination or suspension, in whole or in part, or 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 severable. In the event any of the terms or provisions of this Agreement are deemed to be void or otherwise unenforceable for any reason,the remainder of this Agreement shall remain 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, discharged or extended except by written amendment duly executed by the parties. Each party agrees that no representations or warranties shall be binding upon the other party unless expressed in writing 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 in the Circuit Court of Kane County, Illinois. 22. The Service Provider certifies hereby that it is not barred from bidding on a public contact as a result of a violation of 720 ILCS 5/33E et seq. or any similar 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 following information: a. the illegality of sexual harassment; b. the definition of sexual harassment under state law; C. a description of sexual harassment, utilizing examples; d. the vendor's internal complaint process including penalties; e. the legal recourse, investigative and complaint process available through the Illinois Department of Human Rights, and the Illinois Human Rights Commission; -5- 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 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 14t S a f t-ke FDA( VA(IC-r/ 150 Dexter Court E. CA IC.A40 IA Elgin, IL 60120-5555 1 L (poj.10 Attention: Sean Stegall n: 1011nly nacete5 City Manager p «ec-fD r -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: My Manager Attest: Au:�" City Clerk fAlegal dept\agreement\purchase of service agreement form clean.doc -7- EXHIBIT A DESCRIPTION OF DELIVERABLES TO BE PROVIDED BY NEIGHBORHOOD HOUSING SERVICES OF THE FOX VALLEY, INC 1. NHS shall coordinate with the Elgin Community Network,a citizen-based non-profit group of neighborhood organizations (hereinafter referred to as "ECN"),to conduct neighborhood organizing and outreach activities for NHS. NHS shall assist ECN by sharing expertise,knowledge and resources in community organizing available through NeighborWorks America (hereinafter referred to as "NWA"). 2. NHS of Chicago Inc.is a chartered member ofNWA,a congressionally chartered not- for-profit organization that provides training, technical support and grants to local neighborhood housing services. NHS of the Fox Valley, Inc. will be affiliated with NWA through that charter. 3. NHS shall encourage home ownership, sound property maintenance and housing rehabilitation for the betterment of Elgin's neighborhoods through outreach efforts and programs such as the Neighborhood Lending Program. 4. NHS shall provide a pre-purchase,four class eight hour home buyer education. Each consecutive class will be offered once a week in both English and Spanish. 5. NHS shall partner with ECN and the City of Elgin to conduct two NeighborWorks Week events, one in June and a second event in September. 6. NHS shall provide a post-purchase seminar quarterly to continue education of new home owners. 7. NHS shall maintain provide table and chair rentals to members. 8. NHS shall actively seek to develop minority involvement in NHS activities and in the community through outreach,including targeted communications to organizations representing the minority population. 9. The NHS of the Fox Valley Board shall meet at least quarterly,with at least one of the representatives on the board serving as a board member for the NHS of Chicago, Inc. 10. The NHS of the Fox Valley Neighborhood Advisory Council shall meet at least nine times annually. 11. All property,whether real or otherwise,under NHS ownership or control shall be in compliance with all applicable City codes and ordinances, and all other applicable law. -8- 12. No real property shall be conveyed by NHS to a third party unless it has been inspected by the Department of Code Administration and Development Services of the city within the past thirty (30) days and has been found by the city to be in compliance with all applicable ordinances and grant program regulations. In the event that the real property is found not to be in compliance with the applicable provisions of the Property maintenance Code(Chapter 16.12 of the Elgin Municipal Code, 1976, as amended) and such property meets the minimum standards of habitability, such property may be conveyed and occupied if a written time schedule setting forth completion dates for all necessary repairs or modifications is filed with and approved by the Department of Code Administration and Development Services after being approved in writing by the authorized representatives of NHS and purchasers of such property. 13. Purchase of Service Agreement funds received from the City shall be deposited in a general purpose account but not commingled with funds restricted for special purposes. 14. City shall not be required to make any payment to NHS unless City has been provided with reasonable evidence of compliance with the terms of this agreement by NHS. Such evidence shall include, but not be limited to,receipts and other evidence of expenses incurred. 15. In addition to the requirements for an audited financial statement provided for in paragraph 6D of the agreement,an independent auditor shall attest that written policies and practices are in place and have been followed to assure internal controls exist for the proper accounting and disbursement of operating expenditures and grant funds of the Service Provider,to include but not be limited to two signatures on each disbursement check and board approval of monthly financial statements (balance sheet, revenue and expense reports, etc.). -9- PURCHASE OF SERVICE AGREEMENT THIS AGREEMENT is made and entered into this 23 day of may ,2012 ,by and between the CITY OF ELGIN, Illinois, a municipal corporation (hereinafter referred to as the "City"),and Open Door Clinic of Greater Elgin,a not-for-profit corporation organized and existing under the laws of the State of Illinois (hereinafter referred to as the "Service Provider"). WHEREAS,the City has determined that it would serve a beneficial public purpose to enter into an agreement with the Service Provider for the Service Provider to provide certain contract services as described in this Agreement; and WHEREAS, the Service Provider represents that it has the necessary expertise and experience to furnish the Subject Services upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual promises and covenants 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 document entitled"Open Door Clinic of Greater Elgin" - Scope of Services for 2012 Grant Agreement," attached hereto and made a part hereof as Exhibit A(such services, including the terms,conditions, dates and times,are hereinafter referred to as the "Subject Services"). In the event of any conflict between the provisions of this Agreement and the provisions in Exhibit A, the provisions of this Agreement shall control. The Service Provider represents and warrants that the Service Provider has the skills and knowledge necessary to conduct the Subject Services provided for in Exhibit A and that the Subject Services set forth in Exhibit A are integral parts of this Agreement and may not be modified,amended or altered, except by a signed, written amendment to this Agreement, agreed to and executed by both parties hereto. 2. The Service Provider shall address all inquiries and requests made pursuant to this Agreement to the Assistant City Manager of the City or his designee. 3. In connection with any Subject Services to be performed on other than City-owned or controlled properties, the Service Provider warrants and agrees to maintain all facilities and equipment used in the performing of the Subject Services in a clean,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 equipment 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 on 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 cause 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 Three Thousand Eight Hundred and Fifteen Dollars($3,815). Such payment by the City to the Service Provider shall be made within 30 days of the date 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, 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 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 Agreement. The reports shall be provided to the City no later than March 31, 2013. C. The City has the right to review all accounting records of the Service Provider related to the use of the monies to be paid by the City to the Service Provider pursuant to this Agreement upon 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 December 31,2012. 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 March 31, 2013. These statements shall be submitted to the Assistant City Manager at City Hall, 150 Dexter Court, Elgin, Illinois 60120-5555. -2- 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 31,2012,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 of this acknowledgement shall be provided to the City. A logo provided by the City to the Service Provider shall be used for this purpose. 9. In all printed materials in which a City seal or logo is deemed appropriate, approval by the Public Information Officer of the City is required prior to printing. 10. The term of this Agreement shall commence from the date of the execution hereof and continue through December 31, 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 not 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 any 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 or breach shall be deemed to constitute a default,and in the event 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 City is the prevailing party in such action,the City shall also be entitled to recover from the Service Provider interest at the rate of nine percent (9%) per annum and reasonable attorney's fees. The -3- provisions 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 Service 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,except that reimbursement shall not in any event exceed the total amount set forth under Section 4 above. Additionally, in the event this Agreement 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 funds. 14. To the fullest extent permitted by law,Service Provider 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 herewith, including negligence or omissions or agents of the Service Provider arising out of the performance of this Agreement and/or the Subject Services. In the event of any action against the City, its officers, employees, agents, boards or commissions covered by the foregoing duty to indemnify,defend and hold harmless,such action shall be defended by legal counsel of the City's choosing. The provisions of this section shall survive any expiration, completion and/or termination of this Agreement. 15. The Service Provider shall provide,pay for and maintain 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 Services with limits of not less than $500,000 per occurrence for damages to persons or property. The Service Provider shall also provide, pay for and maintain in effect, during the term of this Agreement, worker's compensation insurance in amounts required under the laws of the State of Illinois. At the request of the City the Service Provider shall provide to the City certificates of insurance regarding the insurance required in this paragraph. 16. 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 Agreement or because of their execution, approval or attempted execution of this Agreement. 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 presence of any sensory, mental or physical -4- handicap,unless based upon a bona fide occupational qualification,and this requirement shall apply to,but not be limited to,the following: employment advertising,layoff or termination,rates of pay or other forms of compensation and selection for training, including 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 retirement provisions,marital status or the presence of any sensory,mental or physical handicap. Any violation of this provision shall be considered a violation of a material provision of this Agreement and shall be grounds for cancellation,termination or suspension, in whole or in part, or 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 severable. In the event any of the terms or provisions of this Agreement are deemed to be void or otherwise unenforceable for any reason,the remainder of this Agreement shall remain 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,discharged or extended except by written amendment duly executed by the parties. Each party agrees that no representations or warranties shall be binding upon the other party unless expressed in writing 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 in the Circuit Court of Kane County, Illinois. 22. The Service Provider certifies hereby that it is not barred from bidding on a public contact as a result of a violation of 720 ILCS 5/33E et seq. or any similar 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 following information: a. the illegality of sexual harassment; b. the definition of sexual harassment under state law; C. a description of sexual harassment, utilizing examples; d. the vendor's internal complaint process including penalties; e. the legal recourse, investigative and complaint process available through the Illinois Department of Human Rights, and the Illinois Human Rights Commission; -5- 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 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 Open Door Clinic of Greater Elgin 150 Dexter Court 164 Division Street-#607 Elgin, IL 60120-5555 Elgin, IL 60120 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 By: ' City Manager ,`4 v1� L o ES E 2 Attest: �� City Clerk fAlegal dept\agreement\purchase of service agreement form clean.doc -7- EXHIBIT A DESCRIPTION OF SERVICES TO BE PROVIDED BY OPEN DOOR CLINIC OF GREATER ELGIN Open Door Clinic will provide: 1. Up to 10 genotype tests to Elgin clients 2. Up to $2000 for a food pantry stocked with high protein food items -8- PURCHASE OF SERVICE AGREEMENT THIS AGREEMENT is made and entered into this 23 "day of AMI 2011_,by and between the CITY OF ELGIN, Illinois, a municipal corporation(hereinAfter referred to as the "City"),and Society of St. Vincent dePaul,a not-for-profit corporation organized and existing under the laws of the State of Illinois (hereinafter referred to as the "Service Provider"). WHEREAS,the City has determined that it would serve a beneficial public purpose to enter into an agreement with the Service Provider for the Service Provider to provide certain contract services as described in this Agreement; and WHEREAS, the Service Provider represents that it has the necessary expertise and experience to furnish the Subject Services upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual promises and covenants 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 document entitled"Society of St.Vincent dePaul" - Scope of Services for 2012 Grant Agreement,"attached hereto and made a part hereof as Exhibit A(such services,including the terms,conditions,dates and times,are hereinafter referred to as the"Subject Services"). In the event of any conflict between the provisions of this Agreement and the provisions in Exhibit A, the provisions of this Agreement shall control. The Service Provider represents and warrants that the Service Provider has the skills and knowledge necessary to conduct the Subject Services provided for in Exhibit A and that the Subject Services set forth in Exhibit A are integral parts of this Agreement and may not be modified, amended or altered, except by a signed, written amendment to this Agreement, agreed to and executed by both parties hereto. 2. The Service Provider shall address all inquiries and requests made pursuant to this Agreement to the Assistant City Manager of the City or his designee. 3. In connection with any Subject Services to be performed on other than City-owned or controlled properties, the Service Provider warrants and agrees to maintain all facilities and equipment used in the performing of the Subject Services in a clean,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 equipment 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 on 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 cause 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 Three Thousand Eight Hundred and Fifteen Dollars($3,815). Such payment by the City to the Service Provider shall be made within 30 days of the date 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,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 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 Agreement. The reports shall be provided to the City no later than March 31, 2013. C. The City has the right to review all accounting records of the Service Provider related to the use of the monies to be paid by the City to the Service Provider pursuant to this Agreement upon 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 December 31,2012. The audit must be perfonned 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 March 31, 2013. These statements shall be submitted to the Assistant City Manager at City Hall, 150 Dexter Court, Elgin, 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, 2012,the Service Provider shall refund to the City on a -2- 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 of this acknowledgement shall be provided to the City. A logo provided by t City to the Service Provider shall be used for this purpose. XW- hint � - YCY 9. In all printed materials in which a City seal or logo is deemed appr�)�na e, approval by the Public Information Officer of the City is required prior to printing. N�4 0 G- 10. The term of this Agreement shall commence from the date of the execution hereof and continue through December 31, 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 not 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 any 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 or breach shall be deemed to constitute a default,and in the event 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 City is the prevailing party in such action,the City shall also be 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, completion and/or termination of this Agreement. -3- 13. Notwithstanding any other provision hereof,the City may terminate this Agreement at any time upon thirty (30) days prior written notice to the Service Provider. In the event this Agreement is so terminated,the Service Provider shall be paid for services actually performed,and reimbursable expenses actually incurred prior to termination,except that reimbursement shall not in any event exceed the total amount set forth under Section 4 above. Additionally, in the event this Agreement 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 funds. 14. To the fullest extent permitted by law, Service Provider 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 herewith, including negligence or omissions or agents of the Service Provider arising out of the performance of this Agreement and/or the Subject Services. In the event of any action against the City, its officers, employees, agents, boards or commissions covered by the foregoing duty to indemnify,defend and hold harmless,such action shall be defended by legal counsel of the City's choosing. The provisions of this section shall survive any expiration, completion and/or termination of this Agreement. 15. The Service Provider shall provide,pay for and maintain 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 Services with limits of not less than $500,000 per occurrence for damages to persons or property. The Service Provider shall also provide, pay for and maintain in effect, during the term of this Agreement, worker's compensation insurance in amounts required under the laws of the State of Illinois. At the request of the City the Service Provider shall provi t the City certificates of insurance regarding the insurance required in this paragraph. Ni V 16. 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 Agreement or because of their execution, approval or attempted execution of this Agreement. 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 presence of any sensory,mental or physical -4- handicap,unless based upon a bona fide occupational qualification,and this requirement shall apply to,but not be limited to,the following: employment advertising,layoff or termination,rates of pay or other forms of compensation and selection for training, including 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 retirement provisions,marital status or the presence of any sensory,mental or physical handicap. Any violation of this provision shall be considered a violation of a material provision of this Agreement and shall be grounds for cancellation, termination or suspension, in whole or in part, or 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 severable. In the event any of the terms or provisions of this Agreement are deemed to be void or otherwise unenforceable for any reason,the remainder of this Agreement shall remain 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, discharged or extended except by written amendment duly executed by the parties. Each party agrees that no representations or warranties shall be binding upon the other party unless expressed in writing 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 in the Circuit Court of Kane County, Illinois. 22. The Service Provider certifies hereby that it is not barred from bidding on a public contact as a result of a violation of 720 ILCS 5/33E et seq. or any similar 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 following information: a. the illegality of sexual harassment; b. the definition of sexual harassment under state law; C. a description of sexual harassment, utilizing examples; d. the vendor's internal complaint process including penalties; e. the legal recourse, investigative and complaint process available through the Illinois Department of Human Rights, and the Illinois Human Rights Commission; -5- 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 e City's Assistant City Manager prior to the entry and execution of this Agreement. Ok �ti 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 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 oA sT• V1A'4 A-;7- L 150 Dexter Court 5; ;�, As rte: CCWjWANCe Elgin, IL 60120-5555 alb T/!o✓`I/t5 /Yc)C-14— pe-#94- Attention: Sean Stegall 6 ,(..:I 3 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 By: lam. By: ity Manager n P�1vi7�hF_y� A- Yr�� PAQxQc"q- Attest: City Clerk fAlegal dept\agreement\purchase of service agreement form clean.doc -7- EXHIBIT A DESCRIPTION OF SERVICES TO BE PROVIDED BY SOCIETY OF ST. VINCENT DEPAUL The Society of St. Vincent DePaul will assist those in need on the west side of the Fox River, through direct assistance, assessment and referral. This assistance will include direct funding for: 1. Rent assistance 2. Utility assistance 3. Medical assistance 4. Transportation assistance -8- Estimated Budget for 2012 Society of St.Vincent dePaul St.Thomas More conference Assistance Rent 48% Utilities 40% Medical 10% Transportation 2% Total 100% PURCHASE OF SERVICE AGREEMENT THIS AGREEMENT is made and entered into this 23 day of May ,2012 ,by and between the CITY OF ELGIN, Illinois, a municipal corporation (hereinafter referred to as the "City"),and VNA Health Care,a not-for-profit corporation organized and existing under the laws of the State of Illinois (hereinafter referred to as the "Service Provider"). WHEREAS,the City has determined that it would serve a beneficial public purpose to enter into an agreement with the Service Provider for the Service Provider to provide certain contract services as described in this Agreement; and WHEREAS, the Service Provider represents that it has the necessary expertise and experience to furnish the Subject Services upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual promises and covenants 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 document entitled"VNA Health Care" - Scope of Services for 2012 Grant Agreement,"attached hereto and made a part hereof as Exhibit A (such services, including the terms, conditions, dates and times, are hereinafter referred to as the "Subject Services"). In the event of any conflict between the provisions of this Agreement and the provisions in Exhibit A, the provisions of this Agreement shall control. The Service Provider represents and warrants that the Service Provider has the skills and knowledge necessary to conduct the Subject Services provided for in Exhibit A and that the Subject Services set forth in Exhibit A are integral parts of this Agreement and may not be modified, amended or altered, except by a signed, written amendment to this Agreement, agreed to and executed by both parties hereto. 2. The Service Provider shall address all inquiries and requests made pursuant to this Agreement to the Assistant City Manager of the City or his designee. 3. In connection with any Subject Services to be performed on other than City-owned or controlled properties, the Service Provider warrants and agrees to maintain all facilities and equipment used in the performing of the Subject Services in a clean,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 equipment 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 on 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 cause 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 Three Thousand Eight Hundred and Fifteen Dollars($3,815). Such payment by the City to the Service Provider shall be made within 30 days of the date 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,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 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 Agreement. The reports shall be provided to the City no later than March 31, 2013. C. The City has the right to review all accounting records of the Service Provider related to the use of the monies to be paid by the City to the Service Provider pursuant to this Agreement upon 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 December 31,2012. 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 March 31, 2013. These statements shall be submitted to the Assistant City Manager at City Hall, 150 Dexter Court, Elgin, 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, 2012, the Service Provider shall refund to the City on a -2- 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 of this acknowledgement shall be provided to the City. A logo provided by the City to the Service Provider shall be used for this purpose. 9. In all printed materials in which a City seal or logo is deemed appropriate, approval by the Public Information Officer of the City is required prior to printing. 10. The term of this Agreement shall commence from the date of the execution hereof and continue through December 31, 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 not 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 any 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 or breach shall be deemed to constitute a default,and in the event 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 City is the prevailing party in such action,the City shall also be 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, completion and/or termination of this Agreement. -3- 13. Notwithstanding any other provision hereof,the City may terminate this Agreement at any time upon thirty (30) days prior written notice to the Service Provider. In the event this Agreement is so terminated,the Service Provider shall be paid for services actually performed,and reimbursable expenses actually incurred prior to termination,except that reimbursement shall not in any event exceed the total amount set forth under Section 4 above. Additionally, in the event this Agreement 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 funds. 14. To the fullest extent permitted by law,Service Provider 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 herewith, including negligence or omissions or agents of the Service Provider arising out of the performance of this Agreement and/or the Subject Services. In the event of any action against the City, its officers, employees, agents, boards or commissions covered by the foregoing duty to indemnify,defend and hold harmless,such action shall be defended by legal counsel of the City's choosing. The provisions of this section shall survive any expiration, completion and/or termination of this Agreement. 15. The Service Provider shall provide,pay for and maintain 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 Services with limits of not less than $500,000 per occurrence for damages to persons or property. The Service Provider shall also provide, pay for and maintain in effect, during the term of this Agreement, worker's compensation insurance in amounts required under the laws of the State of Illinois. At the request of the City the Service Provider shall provide to the City certificates of insurance regarding the insurance required in this paragraph. 16. 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 Agreement or because of their execution, approval or attempted execution of this Agreement. 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 presence of any sensory,mental or physical -4- handicap,unless based upon a bona fide occupational qualification,and this requirement shall apply to,but not be limited to,the following: employment advertising,layoff or termination,rates of pay or other forms of compensation and selection for training, including 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 retirement provisions,marital status or the presence of any sensory,mental or physical handicap. Any violation of this provision shall be considered a violation of a material provision of this Agreement and shall be grounds for cancellation,termination or suspension, in whole or in part, or 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 severable. In the event any of the terms or provisions of this Agreement are deemed to be void or otherwise unenforceable for any reason,the remainder of this Agreement shall remain 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, discharged or extended except by written amendment duly executed by the parties. Each party agrees that no representations or warranties shall be binding upon the other party unless expressed in writing 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 in the Circuit Court of Kane County, Illinois. 22. The Service Provider certifies hereby that it is not barred from bidding on a public contact as a result of a violation of 720 ILCS 5/33E et seq. or any similar 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 following information: a. the illegality of sexual harassment; b. the definition of sexual harassment under state law; C. a description of sexual harassment, utilizing examples; d. the vendor's internal complaint process including penalties; e. the legal recourse, investigative and complaint process available through the Illinois Department of Human Rights, and the Illinois Human Rights Commission; -5- 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 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 VNA Health Care 150 Dexter Court 620 wing Street Elgin, IL 60120-5555 Elgin, IL 60123 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 maybe 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: ity Manager Attest: City Clerk f:\legal dep6agreemen6purchase of service agreement form clean.doc -7- EXHIBIT A DESCRIPTION OF SERVICES TO BE PROVIDED BY VNA HEALTH CARE The VNA will provide affordable primary and preventive health care to uninsured and underinsured individuals. These grant monies will be used exclusively to offset unreimbursed expenses for direct patient care not covered by insurance, Medicare or Medicaid. -8- PURCHASE OF SERVICE AGREEMENT THIS AGREEMENT is made and entered into this 23 day of May _,2012 ,by and between the CITY OF ELGIN, Illinois, a municipal corporation(hereinafter referred to as the "City"),and Youth Leadership Academy,a not-for-profit corporation organized and existing under the laws of the State of Illinois (hereinafter referred to as the "Service Provider"). WHEREAS,the City has determined that it would serve a beneficial public purpose to enter into an agreement with the Service Provider for the Service Provider to provide certain contract services as described in this Agreement; and WHEREAS, the Service Provider represents that it has the necessary expertise and experience to furnish the Subject Services upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual promises and covenants 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 document entitled "Youth Leadership Academy"-Scope of Services for 2012 Grant Agreement,"attached hereto and made a part hereof as Exhibit A(such services,including the terms,conditions,dates and times,are hereinafter referred to as the"Subject Services"). In the event of any conflict between the provisions of this Agreement and the provisions in Exhibit A,the provisions of this Agreement shall control. The Service Provider represents and warrants that the Service Provider has the skills and knowledge necessary to conduct the Subject Services provided for in Exhibit A and that the Subject Services set forth in Exhibit A are integral parts of this Agreement and may not be modified, amended or altered, except by a signed, written amendment to this Agreement, agreed to and executed by both parties hereto. 2. The Service Provider shall address all inquiries and requests made pursuant to this Agreement to the Assistant City Manager of the City or his designee. 3. In connection with any Subject Services to be performed on other than City-owned or controlled properties, the Service Provider warrants and agrees to maintain all facilities and equipment used in the performing of the Subject Services in a clean,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 equipment 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 on 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 cause 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 Three Thousand Eight Hundred and Ten Dollars($3,810). Such payment by the City to the Service Provider shall be made within 30 days of the date 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, 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 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 Agreement. The reports shall be provided to the City no later than March 31, 2013. C. The City has the right to review all accounting records of the Service Provider related to the use of the monies to be paid by the City to the Service Provider pursuant to this Agreement upon 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 December 31,2012. 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 March 31, 2013. These statements shall be submitted to the Assistant City Manager at City Hall, 150 Dexter Court, Elgin, 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 31,2012,the Service Provider shall refund to the City on a -2- 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 of this acknowledgement shall be provided to the City. A logo provided by the City to the Service Provider shall be used for this purpose. 9. In all printed materials in which a City seal or logo is deemed appropriate,approval by the Public Information Officer of the City is required prior to printing. 10. The term of this Agreement shall commence from the date of the execution hereof and continue through December 31, 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 not 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 any 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 or breach shall be deemed to constitute a default,and in the event 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 City is the prevailing party in such action,the City shall also be 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, completion and/or termination of this Agreement. -3- 13. Notwithstanding any other provision hereof,the City may terminate this Agreement at any time upon thirty (30) days prior written notice to the Service Provider. In the event this Agreement is so terminated,the Service Provider shall be paid for services actually performed,and reimbursable expenses actually incurred prior to termination,except that reimbursement shall not in any event exceed the total amount set forth under Section 4 above. Additionally, in the event this Agreement 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 funds. 14. To the fullest extent permitted by law,Service Provider 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 herewith, including negligence or omissions or agents of the Service Provider arising out of the performance of this Agreement and/or the Subject Services. In the event of any action against the City, its officers, employees, agents, boards or commissions covered by the foregoing duty to indemnify,defend and hold harmless,such action shall be defended by legal counsel of the City's choosing. The provisions of this section shall survive any expiration, completion and/or termination of this Agreement. 15. The Service Provider shall provide,pay for and maintain 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 Services with limits of not less than $500,000 per occurrence for damages to persons or property. The Service Provider shall also provide,pay for and maintain in effect, during the term of this Agreement, worker's compensation insurance in amounts required under the laws of the State of Illinois. At the request of the City the Service Provider shall provide to the City certificates of insurance regarding the insurance required in this paragraph. 16. 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 Agreement or because of their execution, approval or attempted execution of this Agreement. 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 presence of any sensory,mental or physical -4- handicap,unless based upon a bona fide occupational qualification,and this requirement shall apply to,but not be limited to,the following:employment advertising,layoff or termination,rates of pay or other forms of compensation and selection for training, including 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 retirement provisions,marital status or the presence of any sensory,mental or physical handicap. Any violation of this provision shall be considered a violation of a material provision of this Agreement and shall be grounds for cancellation,termination or suspension, in whole or in part, or 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 severable. In the event any of the terms or provisions of this Agreement are deemed to be void or otherwise unenforceable for any reason,the remainder of this Agreement shall remain 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,discharged or extended except by written amendment duly executed by the parties. Each party agrees that no representations or warranties shall be binding upon the other party unless expressed in writing 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 in the Circuit Court of Kane County, Illinois. 22. The Service Provider certifies hereby that it is not barred from bidding on a public contact as a result of a violation of 720 ILCS 5/33E et seq. or any similar 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 following information: a. the illegality of sexual harassment; b. the definition of sexual harassment under state law; C. a description of sexual harassment, utilizing examples; d. the vendor's internal complaint process including penalties; e. the legal recourse, investigative and complaint process available through the Illinois Department of Human Rights, and the Illinois Human Rights Commission; -5- 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 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 Provide City of Elgin 150 Dexter Court Elgin, IL 60120-5555 Q 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 By: By. CiVf Manager Attest: City Clerk f:\legal dept\agreement\purchase of service agreement form clean.doc -7- EXHIBIT A DESCRIPTION OF SERVICES TO BE PROVIDED BY YOUTH LEADERSHIP ACADEMY (YLA) The Youth Leadership Academy will engage and inspire youth to maximize their potential to become successful community leaders through leadership development programming.This grant money will specifically be used to enhance the current curriculum's emphasis on developing good work habits by: 1. Provide a stipend to cadets to work a"summer job" 2. Provide a stipend for a college student intern to administer the summer jobs program -8- IAA ► r�_.EPOP,T TO AAAYOP & MEP�ABERS OF CITY CC L)NCI4._ ELGIN THE CITY IN THE SUBURBS AGENDA ITEM: B MEETING DATE: May 9, 2012 ITEM: 2012 Riverboat Grant Award Recommendations ($250,000) OBJECTIVE: Assist and support the operating costs for local not-for-profit organizations to provide arts pro- gramming in the community. RECOMMENDATION: Approve the recommended list of grant awardees in the total of$250,000. BACKGROUND For several years, the city has been entering into purchase of service agreements with various Elgin-based social service agencies to assist with their operating costs. Those agencies received funding under city budget line items, precluding formal opportunities for other agencies to ap- ply for similar city support. Funding for these social service agencies has been significantly de- creased over recent years and during the 2012 Budget, this funding method was discontinued. The city council's desire to improve the funding process, while continuing to be supportive of our social service agencies, spurred the creation of a new competitive grant program. This pro- gram is funded in the amount of$250,000 with Riverboat Fund revenue and has been identified for supporting social service agencies. The grant guidelines (Attachment A) created for the 2012 program reflect the city council's de- sire to provide consideration to the agencies that have received funding over the previous years and have created their 2012 budgets in reliance on the continuation of a purchase of service agreement with the city. Consequently, this year's grant guidelines gave previous funding recip- ients the option of requesting up to the same amount funding they received from the city in 2011. These agencies were given first consideration during the review process, while all other agencies were limited to a maximum request of$5,000. Any agency slated to receive Communi- ty Development Block grant (CDBG) money would not be eligible to also receive a Riverboat Fund grant. 1 Moving forward, no special consideration will be given to previous grant recipients and the grant award process will be open equally to all agencies not receiving CDBG money. Local social service agencies will be consulted in the development of new guidelines, which will include measurement tools and reporting criteria. OPERATIONAL ANALYSIS The applications (Attachment B) included the several criteria. Requests must fit one of the following criteria: • Basic Needs ( Food, Shelter, Clothing) • Public Safety (gang intervention or prevention, personal safety, substance abuse in- tervention/prevention) • Workforce Development • Other Applicants must be: • An Illinois-based, not-for-profit 501(c)(3) organization • An Elgin-based organization or an organization serving Elgin residents • An organization not receiving any other city funding, including CDBG funds Twenty-one applications (Attachment C, Worksheet) were submitted by the March 30 deadline. Of those 21 applications, eight applications did not qualify under the grant criteria. The remain- ing applications were reviewed by Mayor David Kaptain and Councilman John Steffen, with as- sistance and input from not-for-profit representative Danise Habun, Phillip Reed from SNAP Consulting Group, Inc. and Cherie Murphy and Rick Kozal from the city staff. After review and discussion, the following agencies are being recommended for funding under the 2012 Riverboat Grant at the levels indicated on the chart. It is also being recommended that $58,700 be set aside to fund the Ride-in-Kane program, as is indicated in the chart summary. (Agencies that received 2011 funding are indicated by an asterisk): W r 2012 RECOMMENDED FUNDING Boys & Girls Club of Elgin* $115,000 Centro de Informacion $3,815 Easter Seals DFVR $3,815 Ecker Center for Mental Health $3,815 2 2012 RECOMMENDED FUNDING Elgin Soup Kettle-Church of the Redeemer $3,155 Feeding Greater Elgin $3,815 Literacy Connection $3,815 NHS of the Fox Valley* $35,000 Open Door Clinic $3,815 Salvation Army $3,815 Society of St. Vincent De Paul $3,815 VNA Health Center $3,815 Youth Leadership Academy $3,810 Ride in Kane $58,700 TOTALS $250,000 INTERESTED PERSONS CONTACTED None. FINANCIAL ANALYSIS It is beneficial for the city to fund local not-for-profit organizations that provide residents with services and resources the city is unable to provide. Such prevention and intervention services are believed to lower calls for service by city departments. BUDGET IMPACT FUND(S) ACCOUNT(S) PROJECT#(S) AMOUNT AMOUNT BUDGETED AVAILABLE Riverboat 275-0000-791.80-08 N/A $250,000 $250,000 Fund LEGAL IMPACT None. 3 ALTERNATIVES The city council may choose not to approve or modify the recommended list of grant recipients. NEXT STEPS 1. Process grant agreements. 2. Distribute grant award checks. Originators: Cherie Murphy, Assistant to the City Manager for Community Engage- ment Final Review: Colleen Lavery, Chief Financial Officer William A. Cogley, Corporation Counsel/Chief Development Officer Richard G. Kozal, Assistant City Manager/Chief Operating Officer Sean R. Stegall, City Manager ATTACHMENTS A. Riverboat Grant Guidelines B. Application Requirements and Form C. Application Worksheet J�Ir► 4 City of Elgin Riverboat Grant Application 2012 Instructions Riverboat Grants are available to assist and support the operating costs of social service organizations that offer programs and projects that benefit the Elgin Community. Grants are available on a one-time per year basis. In 2012, organizations that received an allocation in 2011 will receive first consideration during the review process. Organizations that received an allocation in 2011 may be eligible for an amount equal to the 2011 allocation. Organizations that did not receive Riverboat funding in 2011 and are submitting an application for the first time may be eligible for an award amount no greater than $5.000.00. Awards are subject to the availability of funds. Who may apply? Any 501 0(3) Not for Profit with an established board of directors that demonstrates service provision to the residents of Elgin and that has operated for one fiscal year and has audited financial statements. Service provision must fall into one or more of the following categories: • Basic needs (food, clothing, shelter) • Public Safety (gang intervention or prevention, personal safety, substance abuse intervention/prevention) • Workforce Development Organizations that have been recommended for 2012 CDBG Funds will not be considered for 2012 Riverboat Funds. Application Time Line Applications for 2012 Riverboat Funds will be available March 1, 2012. Application dead line is March 30, 2012. Completed applications may be sent to: Cherie Murphy City of Elgin 150 Dexter Court Elgin, IL 60121 Murphy c@cityofelgin.org (847) 931-5667 How to apply Application forms may be obtained online: www.citVofel.gin.org. For more information on obtaining an application form, please contact Cherie Murphy at (847) 931-5667 or via email at murphy C(aD-cityofelgin.org. City of Elgin Riverboat Grant Application 2012 Instructions Instructions I. Page 1-AGENCY INFORMATION A. Agency Contact Information i. List name of Organization along with: a. Complete Address b. Telephone ii. Contact Information for the person completing the grant application including: a. Name b. Title c. Email Address B. Request for Funds i. Indicate whether or not the organization has been recommended to receive 2012 CDBG Funding ii. Indicate whether or not the organization received 2011 Riverboat funding, the amount and the purpose for which funding was received iii. Indicate whether or not this is a first time request for Riverboat funding, the requested amount, and the purpose for which the funds are requested. iv. Indicate which criteria are met through the organization's service v. Indicate which of the City's current criteria are met through the organization's services II. Page 2-SERVICE DELIVERY A. NARRATIVE-provide a brief description of the overall services of the organization. Please include history and length of service to residents of Elgin. Please include a description of the program/project for which funds are requested. B. METRICS-Indicate how organization/program effectiveness is measured. Be specific C. SERVICE STATISTICS: L Indicate the total unduplicated number of clients served in the organization's fiscal year 2011, the total unduplicated number of Elgin clients served in the organization's fiscal year 2011 and the total unduplicated number of non-Elgin clients served in the organization's fiscal year 2011. ii. Indicate the total amount of service units delivered in the organization's fiscal year 2011, the total amount of service units delivered to Elgin clients in the organization's fiscal 2011 and the total number of service units delivered to non-Elgin clients in the organization's fiscal year 2011. City of Elgin Riverboat Grant Application 2012 Instructions iii. Define service unit. III. Page 3-BUDGET A. Indicate 2012 Anticipated Sources of Revenue B. Indicate 2012 Anticipated Expenses C. Attachments i. 2011 Annual Report ii. 2011 Audited Financial Statements Iv. Final Notes A. Application Deadline- March 30, 2012 B. Submit completed application form and attachments to Cherie Murphy, City of Elgin, 150 Dexter Court, Elgin, IL 60123. Application and attachments may be emailed to murphy_c @cityofelgin.org. For further information contact: Cherie Murphy at (847) 931-5667 or via email at murphy C(&-cityofelgin.org. City of Elgin 2 p 12 Riverboat Fund Grant Application Form Aeency Contact Information Agency/Organization Name : Agency Address: (city, state & zip code) Agency Telephone Number: Email Address: Contact Person: Name: Title: Email Address: Is the organization recommended to Has the organization received receive 2012 CDBG Funds? Riverboat funds in 2011? ❑ Yes ❑ Yes ❑ No ❑ No Amount Purpose: Riverboat Grant Amount Requested Purpose of 2012 Request: 2012: Is this a first time request? ❑ Yes ❑ No Organization fits the following criteria ❑ Assists with Basis Needs (food, (please check all that apply): clothing, shelter) ❑ Supports Public Safety ❑ Work Force Development ❑ Other 11 Page City of Elgin 2012 Riverboat Fund Grant Application Form NARRATIVE Please provide a brief description of the overall services of the organization. Please include history and length of service to residents of Elgin. Please include the purpose for which funds are requested. METRICS Please indicate how organizational and/or program effectiveness is measured. Service Statistics-FY2011 Total..#of-Clients Served Total.#df.,,Agin Residents , Total#:oMon=Elgin. (Unduplicateaj Seared k"dents (Unduplicated)' (Unduplicated Total#of Service Units ;Total#a#Service Units l# Totaof ServiceMnits- !Elgm Non Elgin Define Service Units: 2 Page City of Elgin 2012 Riverboat Fund Grant Application Form 2012 Budget Information 20 32 Atuctpated ReeftePleaser�dicata ll�nartcilpp�rt4r organtaatian Source Amount Local Government Federal State Village/City City of Elgin United Way Foundation/Grants Special Events Other In-Kind Total ` 12 tp�ted�x se _. �. u, Personnel Amount Direct Service Administrative/Support Staff Tot�il Personnel*pepse Non personnel Expense � 1�pepse Attachment Check List ❑ 2011 Annual Report ❑ 2011 Audited Financial Statement Completed applications are due March 30, 2012. Submit completed application form and supporting attachments to City of Elgin, attn: Cherie Murphy, 150 Dexter Court, Elgin, IL 60123. Murphy c(cacityofelgin.org. 1 1 4 , i ;, i ` M i,:l r3'x a •8 v 3 .,. . € b.• ax u�� :8 = CC�� 1 � „I' r b.:a z r � ,u.:3�a .P 3 s�n a b a h� rT 1�'G'a � N?r�s ;a,t 3t '•3 'fisg � x�, �5;,:: „„,�,�% sd' a 3 '� .c'.M s�'a `}� 5�1 �v:�3� k3i�a � r..:,:�• a`". �` ::,#& *�����5 i � �:� ..� •:� n>.fir � ��.; °* -� a 33!a� i-a� €, 3>m �� , Boys&Girls Club of Elgin NO 119,000 $ 125,000.00 YES $115,000 Centro de Informacion NO 0 $ 5,000.00 YES $3,815 Easter Seals DFVR NO 0 $ 5,000.00 YES $3,815 Ecker Center for Mental Health NO 0 $ 5,000.00 YES $3,815 Elgin Alano NO 0 $ 5,000.00 NO (request is for building) $0 Elgin Housing Authority NO 0 $ 5,000.00 NO (not a 501©(3) $0 Elgin Sharks NO 0 $ 5,000.00 NO (request is for travel costs) $0 Elgin Soup Kettle-Church of the Redeemer No 0 $ 3,155.00 YES $3,155 Feeding Greater Elgin NO 0 $ 5,000.00 YES $3,815 Literacy Connection NO 0 $ 5,000.00 YES $3,815 NHS of the Fox Valley NO $38, 100 $ 38,100.00 YES $35,000 Oak Crest NO 0 $ 5,000.00 NO (request is for socialization) $0 Open Door Clinic NO 0 $ 5,000.00 YES $3,815 P" 1,of Elgi;h Yes $2 ;900, ', $2 1;190 NO (2012 CDBG Recipient) $0 Salvation Army NO 0 $ 5,000.00 YES $3,815 Seriiorerrices;Ass6ctatlon . Yes NO (2012 CDBG Recipient) $0 Society of St.Vincent De Paul NO 0 $ 5,000.00 YES $3,815 Summit Early Learning Center NO 0 $ 5,000.00 NO (request is for transportation) $0 VNA Health Center NO 0 $ 5,000.00 YES $3,815 Well Child,w? Yes 0 $ 00:0,0 NO(2012 CDBG Recipient) $0 Youth Leadership Academy NO 0 $ 5,000.00 YES $3,810 $ 280,405.00 "Set Aside" Ride in Kane $58,700 $58,700 TOTALS $ 339,105.00 $250,000