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2001-17RESOLUTION NO. 2001- A RESOLUTION APPROVING THE ACCREDITATION AGREEMENT BETWEEN THE VILLAGE OF BUFFALO GROVE AND THE ACCREDITATION COUNCIL OF THE AMERICAN PUBLIC WORKS ASSOCIATION (APWA) WHEREAS, it is recognized that significant benefits are derived through participation in the Public Works accreditation process as established by the Accreditation Council of the American Public Works Association (APWA); and, WHEREAS, an accreditation agreement with the Accreditation Council of the American Public Works Association (APWA) is required in order to fully participate in the Public Works accreditation process. NOW, THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF BUFFALO GROVE, COOK AND LAKE COUNTIES, ILLINOIS, as follows: Section 1. The accreditation agreement between the Village of Buffalo Grove and the Accreditation Council of the American Public Works Association (APWA) dated April 16, 2001 is hereby approved. Section 2. A copy of said agreement is attached hereto and made a part hereof. AYES: 6 - Marienthal, Braiman, Glover, Berman, Johnson, Kahn NAYES: 0 - None ABSENT: 0 - None PASSED: April 16 , 2001 APPROVED: April 16 2001 Village President ATTEST: Vil e Clerk G:\PWD1RGRP\LHC\APWA\01res.doc ACCREDITATION AGREEMENT This agreement is entered into between the Village of Buffalo Grove (full name of agency) with principal offices located at 50 Raupp Boulevard herewith referred to as the "Agency "; the "Accreditation Council of the APWA ", herewith referred to as the "Council "; and the APWA, a non - profit 501(c)(3) corporation, herewith referred to as "APWA." WITNESSETH The Agency and the Council, for and in consideration of the mutual covenants set forth in this Agreement and the compensation to be paid to the APWA, acting as the fiduciary agent for the Council, as hereafter specified, covenant and agree to be bound by the provisions, terms, and covenants contained herein. WHEREFORE, each party covenants and agrees as follows: Section 1. PURPOSE OF THIS AGREEMENT: 1.1 The purpose of this Agreement is to establish the relationships between, and set the responsibilities of, the parties of the Agreement (a) by the Council assessing the Agency's compliance with recommended practices established by the APWA in order for the Council to determine if the Agency is eligible for designation as accredited, and (b) by the Agency's maintaining compliance with those standards by which they were accredited. Section 2. AGENCY'S RESPONSIBILITIES: The Agency agrees to: 2.1 Provide all information, using its best and honest judgment in good faith, requested by the Council. 2.2 Provide all documents, files, records, and other data as required by the Council and APWA so far as the same may be provided in accordance with laws, regulations, and ordinances of the state, county, locality, or municipality in which the agency is located. 2.3 Conduct a self assessment as to compliance with recommended practices, and provide full and accurate results thereof to the Council using software developed and approved by the Council. 2.4 Provide one or more persons to assist the Council representatives, hereafter referred to as the "Evaluators," in making the necessary inquiries and assessments of agency information relative to compliance with recommended practices; provide access to files and records; and provide necessary facilities that are requested by the Evaluators *. 2.5 Respond to all communications from the Council within ten (10) business days from the receipt thereof. Section 3. COUNCIL'S RESPONSIBILITIES: The Council agrees to: 3.1 Provide necessary documentation, forms, and instructions regarding the accreditation process. 3.2 Provide Evaluators for the purpose of conducting an on -site assessment of the Agency's compliance with recommended practices, 3.3 Promptly analyze compliance data and advise the Agency of the results of the on -site assessment and the need for additional information, if any. 3.4 Conduct a hearing and certify the Agency as accredited if the relevant standards are complied with. 3.5 If the Agency is accredited, (a) provide a certificate, and (b) make available indicia of accreditation. 3.6 If the Agency is not accredited following an examination of compliance with ecommended practices, provide the r Agency with reasons for the Council decision. :kThis provision applies only after payment of on -site assessment costs by the agency. C -1 4.1 This agreement shall take eft�when the Agency's Chief Executive Officer, thorized representative, and the Executive Director of the APWA, acting on its behalf, sign the Agreement. This Agreement shall be effective upon signing by the second party. 4.2 The terms and covenants of this Agreement shall terminate in the following circumstances: (a) Upon execution of a Re- accreditation Agreement between the Agency and Council: or (b) Upon expiration of the 36th month following the effective date of this Agreement unless a successful on -site assessment if completed within that period of time; or (c) Upon written notice by the Agency that it withdraws from the accreditation process; or (d) Upon termination pursuant to Section 5.2 or 6.3 hereof, or (e) Upon expiration or revocation of the Agency's accredited status. 4.3 Council may, at its discretion, upon request by the Agency, extend this Agreement in accordance with Section 6.3. Section 5. MODIFICATION: 5.1 There shall be no modifications of this Agreement except in writing, signed by both parties, and executed with the same formalities as this document. 5.2 The Agency recognizes and acknowledges that it will be necessary for the Council to make reasonable modifications and amendments to this Agreement and other related documents, including but NOT limited to the accreditation standards and procedures thereof and hereby agrees to endorse all modifications and amendments which the Agency deems reasonable. In the event the Agency deems such modifications or amendments unreasonable, the Council reserves the right to terminate this Agreement after due consideration thereof by giving notice by registered or certified mail, return receipt requested, that in the event the Agency refuses to accept and execute such modifications or amendments, then and in such event, this Agreement will be terminated. Section 6. TIME AND MANNER OF PAYMENTS: 6.1 The Agency may elect one of two options (lump sum or installment) for payment of the accreditation fee which is not refundable (except as noted in Section 6.3). Under either option, the Agency remits a non - refundable application fee of $500 and payments for processing the accreditation application that does not include on -site assessment costs. On -site assessment costs will be determined by the APWA and billed separately prior to the on -site assessment. Installments may be prepaid at the discretion of the Agency. The Agency agrees to one of the following options by checking the appropriate block (a) Lump Sum Option e Agency is responsible for directly or indirectly administering, managing or providing public works services in fun ctiona Wore fully described on the Agency's Application for Accreditation �' ereby incorporated into this agreement. The Agency will rem WA a single payment in the lum -s nt for processing of the accreditation of $ plus the $500 non - refundable applica ' gntng of this Agreement by the Agency's Chief Executive Officer. The total amougt_a� is herein remitted to the American Public Works Association; or Pui+ehVe Or ed r No. is herein remitted to the APWA in the amount of $ (b) Installment Option The Agency is responsible for directly or indirectly administering, managing or providing public works related services in 17 functional areas, more fully described on the Agency's Application for Accreditation, which is hereby incorporated into this agreement The Agency will remit to APWA a total payment of $ 3,600.00 for processing of the accreditation, plus the $500 non - refundable application fee. The first installment of $ 2,050.00 is due at the signing of this Agreement by the Agency's Chief Executive Officer. The second installment of $ 2,050.00 is payable by the end of the 18`x' month from the effective date of this Agreement or at the time of submission of the completed self assessment for evaluation, whichever occurs first The total amount of $ 21050.00 is herein remitted to the American Public Works Association. C -2 6.2 The Agency will be invoiceathe Council's and APWA's projected on -site essment costs plus a 10% contingency b Y (based on estimated costs,) and payment will be required at least thirty (30) days prior to the on -site assessments. If the projected costs exceed the actual on -site costs, the excess amount deposited will be returned promptly to the Agency by APWA. If the actual costs exceed the deposit, the Agency agrees to reimburse APWA within thirty (30) days of receipt of an invoice for the additional costs. 6.3 If the Agency is subsequently determined ineligible to apply for the participation in the accreditation program, a full refund of such sum will be paid to the Agency, less the non - refundable $500 application fee. 6.4 If the Agency requires more than 36 months to complete a successful on -site assessment, the Agency agrees to pay a non- refundable annual fee amounting to 25% of the fee in effect on the effective date of this Accreditation Agreement. This annual fee shall be due and payable 36 months after the effective date of this Agreement, and every 12 months thereafter, until a successful on -site assessment has been achieved or this Agreement has been terminated in accordance with Section 4 supra. Provided that no such additional fee will be levied where the Council or APWA delays the on -site assessment for their convenience or where the on -site assessment can not be reasonably scheduled within the original 36 month period. 6.5 If the Agency's initial on -site assessment is not successful (i.e., work after the initial on -site assessment is required to achieve compliance with recommended practices), the Agency shall prepay estimated costs, plus a 10`/o contingency. (Eased on estimated costs) for a subsequent on -site assessment and /or additional staff /evaluator assistance required on or off site. The additional work required (on and /or off site) must be completed within six (6) months. If the projected costs exceed the actual costs, the APWA will promptly return the excess amount to the Agency. Section 7. CONFIDENTIALITY: 7.1 The Council shall receive and hold confidential any and all reports, files, records and other data obtained from the Agency pursuant to this Agreement. The Council shall not disclose, distribute, or release to any person or organization, except authorized Agency officials, employees or agents, or upon order of any court, state or federal, any materials or contents thereof, either provided by the Agency or developed by the Council and APWA in the furtherance of its responsibilities under this Agreement. Notwithstanding anything in this Agreement to the contrary including the above, the Council is authorized, but not required, in the exercise of its sole discretion, to conduct an open meeting regarding the Agency's candidacy for accreditation or. its continued compliance with applicable stands, including but not limited to all factual matters relating to the assessment, appraisal, and determination of accreditation and all comments which form a basis for the opinion either in favor of or against accreditation, unless specifically notified by the Agency in writing to the contrary, in which case such meeting shall be closed to the public. Nothing herein shall be construed to require the Council to conduct all or part of its meeting in public, including but not limited to the right of the Council, in the exercise of its sole discretion, to terminate an open meeting at any time and conclude such meeting in a closed session. 7.2 In response to inquiries concerning the Agency, the Council's reply will be to identify the Agency's status. All other requests for information will be directed to the Agency's Chief Executive Officer. Section 8. NEWS RELEASES: 8.1 Notwithstanding any provision of this Agreement to the contrary, the Council and APWA shall have the right to identify the Agency in news releases and its publicity program after the Agency's on -site assessment has been scheduled; the purpose of said news release and publicity program will be to identify the Agency as seeking accreditation. Where specific mention of the Agency is used in this regard, a copy of the news release or publicity material will be provided to the Agency for its information. 8.2 The Agency shall provide Council with a copy of all its news releases or publicity material concerning its accreditation activities. 8.3 The Council and APWA may release the identity of the Agency to other agencies considering or involved in either a self assessment or accreditation. The express purpose of releasing the identity is to encourage, promote and facilitate networking among agencies. Section 9. THE COUNCIL AS AN INDEPENDENT CONTRACTOR: 9.1 In all matters pertaining to this Agreement, the Council shall be acting as an independent contractor, and neither the Council and APWA nor any officer, employee, or agent of the Council and APWA will be deemed an employee of the Agency. C-3 Agreement shall be made by 19ouncil and APWA. 9.2 In all matters pertaining to this Agreement and the relationship between the parties thereto, the Executive Director of the Council and APWA will act in the name of the Council and APWA. Section 10. INDEMNIFICATION: 10.1 The Agency shall indemnify and hold harmless the Council and APWA from all claims, demands, suits, and actions against the Council and APWA as a result of the distribution by the Agency to third persons of any reports, results of analyses, recommendations, or other communications furnished to it by the Council and APWA. 10.2 The Agency shall indemnify and hold harmless the Council and APWA, its officers, employees, and agents from any and all liability, loss or damage, which may be suffered or incurred as a result of claims, demands, suits, or actions arising out of the performance of either party to this Agreement. 10.3 The person signing on behalf of the Agency hereby represents and warrants that he or she has the power and authority to execute this Agreement and to bind said Agency to all terms and covenants contained herein including, but not limited to, the provisions of this Section 10. 10.4 Agency will indemnify and hold harmless APWA and the Council from liability, claims, suits, expenses, including court costs and attorneys' fees, and other obligations arising out of or attributable to. APWA's and the Council's negligence in such accreditation. Agency releases APWA and the Council, and will indemnify them against and hold them harmless from, any claim or liability of Agency or its employees and agents, for damages for defamation, libel or slander, arising out of, or attributable to, Agency's Application for Accreditation and /or the approval, denial, renewal or termination thereof. Section 11. INTEGRATION: 11.1 This instrument embodies the whole Agreement of the parties. The parties warrant that there are no promises, terms, conditions, or obligations other than those contained herein. This Agreement shall supersede all previous communications, representations, or agreements, either verbal or written, between the parties hereto. Section 12. SEVERABILITY: 12.1 If any provision of this Agreement of the application of such provision to any person or circumstance shall be held invalid, the remainder of this Agreement and the application of such provisions to persons or circumstances other than those to which it is held invalid shall not be affected thereby. Section 13. CHOICE OF LAW: 13.1 This Agreement and the rights of the parties hereunder shall be governed by and interpreted in accordance with the law of the State of Missouri. Section 14. MAINTAINING THE AGENCY'S ACCREDITATION STATUS: 14.1 When the Agency is awarded accreditation by the Council, the Agency agrees to maintain compliance with those applicable standard under which accreditation was awarded. After award of accreditation, the Agency agrees to (a) file annual reports on forms supplied by the Council that testify to its continuing compliance, and (b) promptly notify the Council when it cannot or does not maintain compliance with recommended practices. 14.2 As regards maintaining the agency's accreditation status, the Agency and the Council acknowledge and agree to be bound by the provisions of the Accreditation Process Book. Section 15. WARRANTY NOT INTENDED OR IMPLIED: 15.1 It is understood that the Council's award of accreditation does not constitute a warranty, express, or implied, of total or continued compliance by the Agency with all recommended practices of accreditation and, further, that it is not a substitute for the Agency's ongoing and in -depth monitoring and evaluation of its activities and the quality of its services. C -4 i 6.1 An waiver b the Council or'aTi breach of this Agreement b the Agenc sha relate onl to that articular breach and Y Y Y Y Agency Y p shall not amount to a general waiver. Section 17. NOTICE: 17.1 Any notice between the parties shall be in writing and set postage prepaid, to the addresses as specified in the preamble of this Agreement or to such other address as either party may specify in writing in accordance with this section. Section 18. HEADINGS: 18.1 The heading of this Agreement shall not be deemed part of it and shall not in any way effect its construction. Section 19. ESTABLISHMENT OF RECOMMENDED PRACTICES: 19.1 The Agency and Council agree that the Third Edition of the Public Works Management Practices Manual (referred to as the "Manual ",) published in August 1998, shall be the basis for the self assessment conducted by the Agency, unless otherwise agreed to in writing by the Council. 19.2 The Council's evaluation of the self assessment prepared by the Agency and determination of the Agency's compliance with recommended practices and thus eligibility for accreditation, shall be based on the edition of the Manual cited in Section 19.1. 19.3 The Agency agrees to submit results of the self assessment using software developed and approved by the Accreditation Council for use with the Third Edition of the Manual. 19.4 The Agency has read the following documents and agrees to and accepts them: (a) Public Works Management Practices Manual, Third Edition (b) Accreditation Process Guidelines IN WITNESS WHEREOF, the Agency has -c-�us d-t1iis Agreement to be executed in duplicate on this 16`x' day of April, 2001. Witness: By: rip ill `` ti -I William R. Balling (Typed name) `1 Village Manager 1 (Title)* Witness: By:a. Janet M. Sirabian (Typed name) Village Clerk (Title)* *Title of the Agency's Chief Executive Officer or Chief Elected Official and title and that of the appropriate civil authority in the event such signature is required to effect this Agreement. If not required, please so note in this signature block. IN WITNESS WHEREOF, the Council has caused this Agreement to be executed by the Executive Director of the American Public Works Association, acting on its behalf. Witness: By: me), �' (T'fj� itle, if ecuted y designee) C -5