14-167 Resolution No. 14-167
RESOLUTION
AUTHORIZING EXECUTION OF A GRANT AGREEMENT
WITH UNITED WAY OF ELGIN FOR FUNDING REGARDING THE
ESTABLISHMENT OF A LOCAL ALIGNMENT ORGANIZATION IN CONNECTION
WITH THE ALIGNMENT USA EDUCATION INITIATIVE
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS,
that Sean R. Stegall, City Manager, and Kimberly A. Dewis, City Clerk, be and are hereby
authorized and directed to execute a grant agreement with United Way of Elgin for funding
regarding the establishment of a local Alignment organization in connection with the Alignment
USA Education Initiative, a copy of which is attached hereto and made a part hereof by
reference.
s/David J. Kaptain
David J. Kaptain, Mayor
Presented: November 19, 2014
Adopted: November 19, 2014
Vote: Yeas: 9 Nays: 0
Attest:
s/Kimberly Dewis
Kimberly Dewis, City Clerk
GRANT AGREEMENT 2014
THIS AGREEMENT is made and entered into this 19thday of November , 2014 ,
by and between the CITY OF ELGIN, Illinois, a municipal corporation(hereinafter referred to as
the "City"), and United Way of Elgin, a not-for-profit corporation organized and existing under
the laws of the State of Illinois (hereinafter referred to as the "Grantee").
WHEREAS, the City has determined that it would serve a beneficial public purpose to
provide funding to United Way of Elgin to support the establishment of a local Alignment
organization to support local education.
WHEREAS, the Grantee represents that it has the necessary expertise and experience to
comply with 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 Grantee shall maintain status as a 501c(3) in the state of Illinois, and shall
have an established board of directors that demonstrates service provisions
to the residents of Elgin.
2. The Grantee shall maintain good standing with the City of Elgin.
Grantee shall provide all of the services pursuant to the terms and
conditions and the dates and times as described in the document entitled
"(United Way of Elgin)" - 204 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 "Grant Agreement"). 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 Grantee represents and warrants that the Grantee has the skills and
knowledge necessary to conduct the terms outlined in Exhibit A and that
the terms 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 Grantee shall address all inquiries and requests made pursuant to this
Agreement to the Assistant City Manager of the City or his designee.
3. The grantee warrants and agrees to maintain all facilities and equipment used in
the performing of the agreement in a clean, sanitary and safe condition and free from defects of
every kind whatsoever. Grantee agrees and warrants periodic inspections of all of such facilities
and equipment for such purposes. Grantee also warrants that facilities and equipment 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.
4. The City shall pay the Grantee for the Subject Services under this Agreement the
total amount of_$45,000_($). The first payment of$15,000 shall be made within 30 days of the
date of this Agreement. The second installment of$15,000 shall be made on April 1, 2015, and
the third installment shall be made on April 1, 2016.
5. The Grantee shall apply the money to be paid by the City to the Grantee pursuant
to the preceding paragraph hereof solely to support the establishment of a local Alignment
organization, including consulting fees with Alignment USA, and associated costs for meetings
and miscellaneous expenses.
6. The Grantee 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 Grantee 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 Grantee shall provide a written performance report detailing the
disbursements of the monies to be paid by the City to the Grantee
pursuant to this Agreement. The report shall be provided annually
to the City on March 1, 2015, March 1, 2016 and December 31,
2016.
C. The City has the right to review all accounting records of the
Grantee related to the use of the monies to be paid by the City to the
Grantee pursuant to this Agreement upon 72 hours advance notice
from the City to the Grantee.
d. The Grantee shall have an annual audit performed on its financial
statements. 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 Grantee 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, 2015. 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 Grantee ceases its
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operations prior to December 31, 2016, the Grantee 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 Grantee and shall receive the
benefits of sponsorship consistent with the level of support provided in this Agreement.
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, 2016, 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. Grantee understands and
agrees that the relationship of the Grantee to the City arising out of this Agreement shall be that
of an independent contractor. It is expressly agreed and understood that the Grantee and the
Grantee'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 Grantee 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 Grantee 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 Grantee to comply with the conditions of this
Agreement, the Grantee 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 Grantee pursuant to Section 4 hereof, no action shall be
commenced by the Grantee, 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 Grantee in this Agreement and the City
is the prevailing party in such action, the City shall also be entitled to recover from the Grantee
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 Grantee. In the event this
Agreement is so terminated, the Grantee 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 Grantee shall immediately cease the expenditure of any
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funds paid to the Grantee by the City and shall refund to the City any unearned or unexpended
funds.
14. To the fullest extent permitted by law, Grantee 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 Grantee in connection herewith, including negligence or omissions or
agents of the Grantee 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 Grantee 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 Grantee 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 Grantee 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
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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 Grantee 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 Grantee 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;
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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 Grantee 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 Grantee 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 Grantee hereby certifies,
represents and warrants to the City that all of Grantee'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. Grantee 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 Grantee to determine the
Grantee's compliance with the provisions of this section. In the event the City proceeds with
such an audit, the Grantee shall make available to the City the City's relevant records at no cost
to the City. Grantee 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 Grantee:
City of Elgin United Way of Elgin
150 Dexter Court 1797 N La Fox Street
Elgin, IL 60120-5555 South Elgin, IL 60177
Attention: Sean Stegall Attn: Lynne Bosley
City Manager President
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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 Grantee 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
Grantee 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 United Way of Elgin
corporation
B
By: �"•��/� y. lirt.t�
ty Manager
Attest:
City Clerk
f:Vegal dept\agreement\purchase of service agreement form clean.doc
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EXHIBIT A
Scope of Service
DESCRIPTION OF DELIVERABLES TO BE PROVIDED BY GRANTEE:
1. United Way of Elgin shall serve as the fiscal agent for the establishment of a local
Alignment organization.
2. United Way of Elgin has provided matching funds from their own board and other
funding partners, including Elgin Community College, U-46, Judson University, and
Grand Victoria Foundation,
3. United Way has entered into a consulting agreement with Alignment USA to assist in
the establishment of this organization with the following deliverables from Alignment
USA:
(a) YEAR ONE $40,000:
4. -3.5 days per quarter(28 hours per quarter)of direct, in person, on-site staff support, during
the first four(4)quarters following execution of this Agreement;
5. - 5 days of direct, in person, on-site staff support for establishment of primary site(software)
or"instance";
6. -up to 2.5 hours per week of technical assistance/support for site administrator on primary
site/instance; and
7. -up to twelve(12)hours per quarter of staff support by telephone.
8.
(b)YEAR TWO, $30,000:
9. -2.5 days per quarter(20 hours per quarter)of direct, in person, on-site staff support,during
the second four(4)quarters following execution of this Agreement;
10. -up to 2.5 hours per week of technical assistance/support for site administrator on primary
site/instance; and
11. -up to twelve(12)hours per quarter of staff support by telephone.
(c)YEAR THREE, $30,000:
12. -2.5 days per quarter(20 hours per quarter)of direct, in person, on-site staff support, during
the second four(4)quarters following execution of this Agreement;
13. -up to 2.5 hours per week of technical assistance/support for site administrator on primary
site/instance; and
14. -up to twelve(12)hours per quarter of staff support by telephone.
15.
16. Any of the above described staff support time available to Support Recipient that is not used
in a given quarter shall accumulate and shall be added to the following quarter as support
available for use by Support Recipient.
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