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17-1013 Kane County Continuum of Care o Continuum of Care Administration Intergovernmental Agreement THIS AGREEMENT, made and entered into this i3day of 2017, by and between the CITY OF ELGIN, an Illinois municipal corporation (the "CITY"), and KANE COUNTY, a body corporate and politic(the "COUNTY"), which are collectively known as "the parties." WITNESSETH: WHEREAS,the CITY and COUNTY(working in collaboration with the City of Aurora)established the Continuum of Care ("Continuum") in 1999 to ensure services to the homeless population are delivered in a coordinated manner, and to facilitate the award of state and federal homeless funding to area agencies;and WHEREAS,the COUNTY is the lead agency of the Continuum and, as such, coordinates the Continuum's meetings, procures goods and services on the Continuum's behalf, submits applications for federal and state funding, and oversees the Continuum's client database known as the Homeless Management Information System ("HMIS"); and WHEREAS,the CITY,the COUNTY, and the City of Aurora have routinely shared the Continuum's administrative expenses;and WHEREAS,the CITY wishes to provide funding to the COUNTY for said expenses; and WHEREAS, units of local government have had conferred upon them the following powers by Article VII,Section 10(a)of the 1970 Constitution of the State of Illinois: "Units of local government and school districts may contract or otherwise associate among themselves,with the State, with other states and their units of local government and school districts, and with the United States to obtain or share services and to exercise, combine or transfer any power or function, in any manner not prohibited by law or by ordinance. Units of local government and school districts may contract and otherwise associate with individuals, associations, and corporations in any manner not prohibited by law or by ordinance. Participating units of government may use their credit, revenues,and other resources to pay costs and to service debt related to intergovernmental activities;" and WHEREAS,the Intergovernmental Cooperation Act (5 ILCS 220/1 et sea.), enacted by the State of Illinois provides in part as follows: "Section 3. Intergovernmental cooperation. Any power or powers, privileges, functions, or authority exercised or which may be exercised by a public agency of this State may be exercised, combined,transferred, and enjoyed jointly with any other public agency of this State and jointly with any public agency of any other state or of the United States to the extent that laws of such other state or of the United States do not prohibit joint exercise or enjoyment and except where specifically and expressly prohibited by law." "Section 5. Intergovernmental contracts. Any one or more public agencies may contract with any one or more other public agencies to perform any governmental service, activity or 1 undertaking or to combine, transfer, or exercise any powers,functions, privileges,or authority which any of the public agencies entering into the contract is authorized by law to perform, provided that such contract shall be approved by the governing bodies of each party to the contract and except where specifically and expressly prohibited by law. Such contract shall set forth fully the purposes, powers, rights,objectives and responsibilities of the contracting parties;" and WHEREAS,the parties to this Agreement have had conferred upon them the exercise of powers authorized in Chapter 65 of the Illinois Compiled Statutes (known as the "Illinois Municipal Code"), and Chapter 55 of the Illinois Compiled Statues(known as the "Illinois Counties Code"). NOW,THEREFORE, upon the consideration of the mutual promises contained herein and upon the further consideration of the recitals hereinabove set forth, it is hereby agreed between the CITY and COUNTY as follows: 1. INCORPORATION OF RECITALS The recitals set forth above are hereby incorporated into this Agreement in their entirety as though fully set forth herein. 2. SCOPE OF SERVICES The COUNTY shall provide administrative and management services for the local the Continuum of Care (the "COC") and it's Homeless Management Information System (the "HMIS"). In providing these services, COUNTY shall perform the tasks outlined in Attachment A, "Scope of Services" (hereinafter referred to as the "SERVICES"). 3. WORK PRODUCTS All work products prepared by the COUNTY pursuant hereto including, but not limited to, reports, studies, plans, and recommendations shall be the property of the CITY and shall be delivered to the CITY, in both hard and electronic formats, upon request of the CITY.The COUNTY may retain copies of such work products for its records. 4. PAYMENTS TO THE COUNTY A. The CITY shall make periodic payments to the COUNTY for administrative and management services provided under this Agreement according to the budget established in Attachment B, "Project Timeline and Budget." B. The total of all payments made by the CITY to the COUNTY for administrative and management services provided under this Agreement shall not exceed$12,150.00 unless modifications to the SERVICES are authorized in writing by the CITY and COUNTY by way of written amendment to this Agreement. C. Additional services provided by the COUNTY which are not described herein require prior written approval of the CITY and COUNTY and shall be compensated according to terms agreed upon in such written approval. 2 5. INVOICES A. The COUNTY shall submit invoices not more often than monthly in a format approved by the CITY.The COUNTY shall provide the CITY with progress reports as requested by the CITY with submission of invoices. B. The COUNTY shall maintain records showing actual time devoted to and expenses incurred for completion of the SERVICES.The COUNTY shall permit representatives of the CITY to inspect and audit all data and records of the COUNTY for work performed under this Agreement.The COUNTY shall retain and make these records available to the CITY at reasonable times during the term of this Agreement, and for a period of five (5) years following the closeout of any CDBG grant funds allocated to the CITY. 6. TERM OF AGREEMENT The term of this Agreement shall commence and be effective from January 1, 2017 to December 31, 2017, unless terminated for cause or pursuant to Article 7 herein. 7. TERMINATION OF AGREEMENT Notwithstanding any other provision hereof,the CITY or the COUNTY may terminate this Agreement at any time upon ninety (90) days' written notice. In the event this Agreement is so terminated, the COUNTY shall be paid for services provided prior to termination,consistent with the terms set forth under Article 4. 8. NOTICE OF CLAIM If the COUNTY wishes to make a claim for additional compensation as a result of action taken by the CITY, the COUNTY shall give written notice of his claim to the CITY within fifteen (15) days after occurrence of such action. No claim for additional compensation shall be valid unless so made.Any changes in the COUNTY's fee shall be valid only to the extent that the CITY the COUNTY agree to such changes in writing. Regardless of the decision of the CITY relative to a claim submitted by the COUNTY, all work required under this Agreement, as determined by the CITY, shall proceed without interruption. 9. BREACH OF CONTRACT If any party violates or breaches any term of this Agreement,such violation or breach shall be deemed to constitute a default, and the other parties have the right to seek such administrative, contractual or legal remedies as may be suitable to the violation or breach; and, in addition, if any party, by reason of any default,fails within fifteen (15) days after notice thereof by another party to comply with the conditions of the Agreement, the party having provided such notice may terminate this Agreement. 10. NO PERSONAL LIABILITY No official, director,officer, agent or employee of the COUNTY or CITY shall be charged personally or held contractually liable under any term or provision of this Agreement or because 3 of their execution, approval or attempted execution of this Agreement. 11. INDEMNIFICATION To the fullest extent permitted by law, COUNTY agrees to and 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, losses, attorneys' fees, damages or other relief, including, but not limited to, any loss of, required repayment of, or reduction in any federal funds that were or otherwise would have been allocated to the CITY, during the term of this agreement and any subsequent renewals, in any way resulting from or arising out of negligent actions or omissions of the COUNTY in connection herewith, including negligence or omissions of employees or agents of the COUNTY arising out of the performance of this Agreement, and further including any violation of applicable statutes, regulations, rules, and other requirements of law under Title I of the Housing and Community Development Act of 1974(Pub. L 93-383), or any other laws, regulations, rules,or other requirements of law pertaining to the federal CDBG program.The COUNTY will not indemnify,defend and hold harmless the CITY, for any claim, suit, judgment, costs or expenses resulting from any negligent act or omission on the part of the CITY, its officers or agents. 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 proposed by the COUNTY and approved by the CITY.The provisions of this paragraph shall survive any expiration, completion and/or termination of this Agreement. 12. NONDISCRIMINATION 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, or the presence of any sensory, mental or physical 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. 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, of the Agreement by the CITY. 13. ASSIGNMENT AND SUCCESSORS This Agreement and each and every portion thereof shall be binding upon the successors and the assigns of the parties hereto; provided, however,that no assignment should be made without the prior written consent of the CITY. 4 14. DELEGATIONS AND SUBCONTRACTORS Any assignment, delegation or subcontracting shall be subject to all the terms, conditions and other provisions of this Agreement and the COUNTY shall remain liable to the CITY with respect to each and every item, condition and other provision hereof to the same extent that the COUNTY would have been obligated if it had done the work itself and no assignment, delegation or subcontract had been made.The use of any proposed subcontractor shall require the CITY's advanced written approval. 15. NO CO-PARTNERSHIP OR AGENCY This Agreement shall not be construed so as to create a partnership,joint venture, employment or other agency relationship between the parties hereto. 16. SEVERABILITY The parties intend and agreed that, if any paragraph, sub-paragraph, phrase, clause or other provision of this Agreement,or any portion thereof, shall be held to be void or otherwise unenforceable, all other portions of this Agreement shall remain in full force and effect. 17. HEADINGS The headings of the several paragraphs of this Agreement are inserted only as a matter of convenience and for reference and in no way are they intended to define, limit or describe the scope of intent of any provision of this Agreement, nor shall they be construed to affect in any manner the terms and provisions hereof or the interpretation or construction thereof. 18. MODIFICATION OR AMENDMENT This Agreement and its attachments 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 parties unless expressed in writing herein or in a duly executed amendment hereof, or change order as herein provided. 19. APPLICABLE LAW 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. 20. COOPERATION WITH OTHERS The COUNTY shall cooperate with any other parties in the CITY's employ or any work associated with the SERVICES. 5 21. SEXUAL HARASSMENT As a condition of this contract, the COUNTY 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; F. directions on how to contact the department and commission; and 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 per 775 ILCS 5/2-105. 22. NOTICES All notices, reports and documents required under this Agreement shall be in writing and shall be emailed and/or mailed by First Class Mail, postage prepaid, addressed as follows: A. As to CITY: Marc Mylott, Director Community Development Department City of Elgin 150 Dexter Court Elgin IL 60120 Email: mylott_m @cityofelgin.org B. As to COUNTY: Scott Berger, Director Kane County Office of Community Reinvestment 719 South Batavia Avenue Geneva IL 60134 Email: bergerscott @countyofkane.org 23. COMPLIANCE WITH LAWS Notwithstanding any other provision of this Agreement, it is expressly agreed and understood that in connection with the performance of this Agreement that the COUNTY shall comply with all applicable Federal,State, Municipal, and other requirements of law, including, but not 6 limited to, any applicable requirements regarding prevailing wages, minimum wage,workplace safety and legal status of employees. It is further agreed and understood that the COUNTY shall comply with all applicable statutes, regulations, rules, and other requirements of law under Title I of the Housing and Community Development Act of 1974 (Pub L 93-383),or any other laws, regulations, rules,or other requirements of law pertaining to the federal CDBG program. Without limiting the foregoing, COUNTY hereby certifies, represents and warrants to the CITY that its 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. COUNTY 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 this work, and/or the products and/or services provided by this Agreement.The CITY shall have the right to audit any records in the possession or control of the COUNTY to determine the COUNTY's compliance with the provisions of this paragraph. In the event that the CITY proceeds with such an audit, the COUNTY shall make available to the CITY the COUNTY's relevant records at no cost to the CITY. IN WITNESS WHEREOF,the undersigned parties have caused this Agreement to be executed by their duly designated officials. CITY OF ELGIN, a municipal corporation By: Date: Richard Kozal, City Manager COUNTY OF KANE,a body politic in the State of Illinois By: Date: OCT 10 2017 S ott Berger, Dire for Office of Community Rein ment 7 ATTACHMENT A SCOPE OF SERVICES The Kane County Office of Community Reinvestment will provide the following administrative and management services: General Continuum of Care Administration The COUNTY shall administer the local Continuum of Care, which covers Kane County, including all of the Cities of Aurora and Elgin, including those portions not located in Kane County. It shall convene and provide support to the Continuum and its various committees and coordinate the activities of the Continuum, both directly and through subcontractors. It shall prepare and maintain meeting calendars, agendas, and minutes and shall disseminate same to members of the Continuum as necessary and in a timely fashion.Together with its consultant(s), it shall coordinate the preparation of the Continuum's application(s)for federal and state funding to support the activities of the Continuum and its member agencies. It shall collect and provide financial and other reports as needed by the Continuum to properly review and monitor activities funded under the funding awards facilitated by the Continuum. Administration/Management of the Homeless Management Information System The COUNTY shall also oversee and manage the local Homeless Management Information System on behalf of the local Continuum. It shall contract for the proper software licenses and secure the services of.a qualified HMIS technical assistance consultant to assist the Continuum and its member agencies as necessary to ensure the local HMIS system functions properly and efficiently,and satisfies the basic needs of area homeless service providers.As funding is available, the Contractor shall upgrade or replace HMIS hardware needed by member agencies to utilize the local HMIS system. 8 ATTACHMENT B PROJECT TIMELINE AND BUDGET Proiect Timeline The Contractor shall provide the services described in Attachment A from January 1, 2017 to December 31, 2017. Budget Funding Sources Amount HUD COC Awards $157,334 Kane County $21,800 City of Aurora $12,150 City of Elgin $12,150 COC Agency ESG Performance Reporting Fees $1,500 Total 0, Amount SuperNOFA Application Preparation $27,000 COC Administration $42,689 HMIS Implementation $135,245 Total 0, 9