COMMUNITY BENEFIT GRANT AGREEMENT

Transcription

1 COMMUNITY BENEFIT GRANT AGREEMENT THIS COMMUNITY BENEFIT GRANT AGREEMENT (the Agreement ) is effective DATE, (the Effective Date ) by and between NAME, an Illinois not for profit corporation ( ABBREVIATION ), and the University of Chicago Medical Center, an Illinois not for profit corporation ( UCMC ). RECITALS WHEREAS, ABBREVIATION, NAME, INFO, is dedicated to WORK INFO. WHEREAS, ABBREVIATION established a NAME OF PROGRAM on the South Side of Chicago on ADDRESS in a community with great need and limited resources - on DATE, which prepares individuals to MISSION, WORK GOALS; WHEREAS, UCMC is a not-for-profit hospital whose mission to expand access to, and ensure the availability of, quality health care services on the South Side of Chicago, includes an enduring commitment to work to reduce violence on the South Side of Chicago; WHEREAS, as of the Effective Date of this Agreement, UCMC has agreed to provide certain financial support to ABBREVIATION for operational expenses relating to the Skilled Trades Intervention Project; WHEREAS, UCMC believes that provision of certain financial support to ABBREVIATION to PURPOSE OF FINANCIAL SUPPORT of the PROGRAM NAME would further the common mission of the parties to engage in coordinated public health initiatives to improve the overall health and safety of the communities that they both serve. NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained and intending to be legally bound hereby, the parties agree as follows: 1. Grant a) Scope. UCMC agrees to award a community benefit grant to ABBREVIATION on the terms provided in this Agreement, to be used by ABBREVIATION specifically to offset the costs for operational expenses relating to the PROGRAM NAME; b) Payment Schedule. UCMC agrees to award to ABBREVIATION XX dollars ($XX,XXX.XX) (the Community Benefit Grant ) in one lump sum payment within ten (10) business days of the Effective Date of this Agreement. The Community Benefit Grant awarded hereunder shall be spent for the purposes described above.

2 c) Application of Excess Community Benefit Grant. Upon termination or expiration of this Agreement, any unexpended Community Benefit Grant funds that remain shall be promptly returned by ABBREVIATION to UCMC. This paragraph shall survive the termination of this Agreement. 3. Term. The initial term of this Agreement (the Initial Term ) shall commence on the Effective Date and shall terminate on DATE, unless earlier terminated in accordance with Section 4 of this Agreement. 4. Termination. a) This Agreement may be terminated at any time by mutual written consent of the parties. b) UCMC may, upon written notice provided to ABBREVIATION, terminate this Agreement if ABBREVIATION commits a material breach of its obligations under this Agreement. However, if the breach is capable of being cured within ninety (90) days, then this right shall not be exercised unless ABBREVIATION has been given written notice of the breach and has failed to cure such breach within ninety (90) days of receiving notice. This cure period shall be shortened if a shorter period is required by any governmental authority. The term material breach includes, but is not limited to, a failure to use the Community Benefit Grant to promote the objectives set forth in Section 1 of this Agreement. c) Upon termination of this Agreement, UCMC shall not be authorized to recoup funds that have been awarded to ABBREVIATION and that, as of the time notice of termination is given, were expended or committed by ABBREVIATION for authorized purposes. 5. Stipulations as to Liability. Neither party to this Agreement shall be legally liable for the consequences, whether bodily injury or property damage, occasioned by an act, omission, or neglect chargeable to the other party. Where Worker s Compensation or other obligation for payment of benefits may arise, this Agreement shall neither enlarge nor diminish such obligation. 6. Use of Name. Except as otherwise provided pursuant to Section 2 of this Agreement, neither party shall use the other party s name, logo, trademarks or other identities in any press release, advertisement or other marketing material without the prior written consent of the other party. 7. Compliance with Applicable Law. a) This Agreement shall be governed and construed in accordance with the laws of the State of Illinois and local laws, ordinances, and codes, as well as all applicable Federal laws, regulations, and policies. 2

3 b) UCMC and ABBREVIATION hereby each certify that it has not been debarred or suspended from participation in the Medicaid and/or Medicare programs or any other Federally-funded contracts. 8. Notices. All notices required to be given under this Agreement shall be in writing, and delivered in person or sent by telecopy, overnight courier or certified mail, return receipt requested, postage prepaid, to the following addresses: For UCMC: University of Chicago Medical Center Office of Legal Affairs 5841 S. Maryland Avenue MC1132, G-104 Chicago, IL (phone) (fax) Attn: Vice President & General Counsel UCM VP NAME TITLE University of Chicago Medicine 5841 S. Maryland Avenue ROOM LOCATION, MCXXXX Chicago, IL XXX-XXX (phone) 773-XXX-XXX (fax) IF TO ABBREVIATION: NAME TITLE ORGANIZATION ADDRESS Chicago, IL 60XXX XXX-XXX-XXXX (phone) XXX XXX-XXXX (fax) The foregoing addresses may be changed and/or additional persons may be added thereto by notifying the other party hereto in writing and in the manner hereinafter set forth. 10. Entire Agreement. This Agreement contains the entire agreement between the parties, and no representation or agreements, oral or otherwise, between the parties that are embodied in this Agreement shall be of any force or effect. 11. The Parties Relationship. ABBREVIATION and UCMC shall remain separate and independent entities. None of the provisions of this Agreement are intended to create, nor shall be deemed or construed to create, any relationship between 3

4 or among the parties other than that of independent contractors. Except as otherwise provided, neither of the parties shall be construed to be the agent, partner, co-venturer, employee or representative of the other party or make a party liable for another party s expenses or obligations except as herein described. Each party in performing its respective duties and obligations hereunder at all times is acting and performing as an independent contractor with respect to each other and at no time shall one party s trustees, members, employees, directors, managers, partners, representatives or agents hold themselves out as or be considered another party s members, employees, partners, managers, trustees, directors, representatives or agents. 12. Third Party Beneficiaries. Nothing expressed or implied in this Agreement is intended or will be construed to confer upon or to give to any third party any rights or remedies by reason of this Agreement. There are no intended third party beneficiaries under or by reason of this Agreement. 13. Waivers. The waiver by any party of any breach of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein. The subsequent acceptance of performance or payment of compensation hereunder by a party shall not be deemed to be a waiver of any preceding breach by the other party of any term, covenant or condition of this Agreement regardless of such party s knowledge of such preceding breach at the time of acceptance of such performance. 14. Severability. The provisions of this Agreement shall be deemed severable. If any provision of this Agreement shall be deemed invalid, illegal or unenforceable in any respect, such determination shall affect only the specific provision and shall not affect the remaining terms of this Agreement which shall remain in full force and effect and binding upon the parties hereto. 15. Assignment. Neither party shall have the right to assign, delegate or transfer this Agreement, or its rights and obligations hereunder, without the express prior written consent of the other party. 16. Amendments. Any amendment to this Agreement shall be in writing and signed by both parties. Except for the specific provision of this Agreement which thereby may be amended, this Agreement shall remain in full force and effect after such amendment. 17. Severability. If any term or provision of this Agreement or the application thereof to any person or circumstance will, to any extent, be held illegal, invalid or unenforceable under applicable laws or becomes unenforceable because of judicial construction, the remaining terms and provisions of this Agreement and the application thereof to other persons or circumstances shall not be affected by such illegality, invalidity or unenforceability. 4

5 18. Multiple Counterparts; Facsimiles and Copies. This Agreement may be executed in multiple counterparts, all of which shall constitute a single instrument. Facsimiles and copies of original signature pages will be treated as originals. [Signature Page to Follow] 5

6 EXECUTED to be effective as of the Effective Date. ORGANIZATION NAME By: Name: Title: University of Chicago Medical Center By: Name: Title: This is the last page of the agreement