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Home My WebLink About06-54 Resolution No. 06-54 RESOLUTION AUTHORIZING EXECUTION OF AN AGREEMENT WITH SEYFARTH SHAW LLP/WORKRIGHT TRAINING LLC FOR EMPLOYEE TRAINING BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,ILLINOIS,that Olufemi Folarin,City Manager,and Dolonna Mecum, City Clerk,be and are hereby authorized and directed to execute an agreement on behalf of the City of Elgin with Seyfarth Shaw LLP/WorkRight Training LLC for employee training, a copy of which is attached hereto and made a part hereof by reference. s/Ed Schock Ed Schock, Mayor Presented: March 8, 2006 Adopted: March 8, 2006 Omnibus Vote: Yeas: 7 Nays: 0 Attest: s/Dolonna Mecum Dolonna Mecum, City Clerk Seyfarth Shaw at Work WORKRIGHT TRAINING LLC ORDER FORM 1/25/06 for City of Elgin This Order Form,effective as of the last signature date set forth below(the"Order Form Effective Date"),amends the Terms&Conditions between WorkRight Training LLC and City of Elgin("Client")dated August 25,2005. By this Order Form,Client purchases the following: I. TRAINING,MATERIALS,CUSTOMIZATION,AND OTHER FEES AND COSTS #of Days Needed Daily Rates Customization Fees(See Material Costs Exhibit A) Course The Road to a Harassment Free Workplace- 6 days Single Trainer Employees 53600.00 per day Executive Session Harassment Prevention Managing Within the Law Management Skills Training Valuing Diversity in the Workplace • Workplace Investigations Customized Course Positive Employee Relations **The above listed prices/costs do not include trainer travel-related expenses and training material shipping costs. These expenses and costs will also be billed directly to the client.[Please Note: Trainer travel expenses will include parking fees incurred by the trainer(s).] II. ADDITIONAL TERMS 2.1. Client Personalization for Course Workbooks. WorkRight Training LLC will personalize the Materials with Client logo at no additional charge. The logo will be reversed out on the color cover. Company must receive a black and white logo in an eps file measuring no larger than 2 x 1 inches to ensure a quality product. If Client does not approve having a reversed out logo on the cover, please do not send logo. Please email logo to kgrandtCseyfarth.com. If logo is not received from Client within two weeks of signing the agreement, or 3 weeks prior to the training,whichever is earlier,Company will type Company name on materials as it appears on this agreement. Additional customization,if any,will be setforth in Exhibit A and priced separately. 2.2. Payment Terms for Training. 25%of the Total Training Fees for the above project will be invoiced to Client upon execution of this Order Form and Agreement. The remaining 75%of the Training Fees will be invoiced as training is delivered. 2.3. Changes in Fees and Rates. The daily rate for the above project is good for the above project only and Client rates are subject to increase to the current WorkRight Training price as set forth in the attached Rate Sheet for additional services. 2.4. Customization. Customization included in the Fees and Rates includes one pre-training phone call with trainer and adding client name and/or logo to the cover of the workbooks. Additional customization will be quoted separately as set forth in Exhibit A. 2.5. Recommended Class Size. WorkRight Training recommends between 25-30 in each session. Please sign and fax back to Seyfarth Shaw at Work,Director of Operations, 312-269-8869. Seyfarth Shaw atWork III. PROJECT CONTACTS(PLEASE FILL IN COMPLETELY) PLEASE CHECK HERE IF YOU WOULD LIKE INVOICES TO GO TO INDIVIDUAL TRAINING LOCATIONS OR Send All Invoices To: Name: Gail A. Cohen Mailing Address: City of Elgin Director of Human Resources 150 Dexter Court Telephone: Elgin IL 60120-5555 Facsimile: E-Mail: City/State/Zip: Client Logistics Contact: Name: Mailing Address: Telephone: Facsimile: E-Mail: City/State/Zip: Please attach a list of logistics contacts if there is more than one. IN WITNESS WHEREOF, the parties have caused this Order Form and Exhibits to be executed by their duly authorized representatives as of the Order Form Effective Date: CLIENT WORKRIGHT TRAINING LLC Company CITY OF ELGIN /6, Name: y B `` ' By: V`� ak Name: Wen L.Grandt Name: OLUFE I FOLARI N Title: Director of Operations Title: ' MANAGER Date: 2/z 3/D L Date: MARCH 8, 2006 2 Please sign and fax back to Seyfarth Shaw at Work,Director of Operations,312-269-8869. Seyfarth Shaw.atWork EXHIBIT A Course Customization Customization for WorkRight Training Courses. Customization included in the Daily Rate includes reviewing and training on Client policy for The Road to a Harassment-Free Workplace,adding client name and/or logo to the cover of the participant workbook,and up to a one(1)hour phone call with the trainer prior to the training session(s)to discuss specific Client issues. Additional customization agreed upon shall be setforth below and material changes must be approved by Client a minimum of 3 weeks prior to the first scheduled date or the date will be rescheduled. All customization required and requested is setforth below and additional customization will require a separate quote for cost and time. 3 Please sign and fax back to Seyfarth Shaw at Work,Director of Operations, 312-269-8869. ,Searth Shaw atWork WORKRIGHT TRAINING LLC TERMS&CONDITIONS FOR LEADER LED TRAINING City of Elgin These Terms and Conditions("Terms")shall be applicable for all training and other services provided by or to be provided by WORKRIGHT TRAINING LLC("WorkRight")to the Client identified on the Order Form to which these Terms and Conditions are attached(the"Client"). I. WORKRIGHT SERVICES AND FEES roms, guides, presentation materials, releases, educational materials including participant guides and 1.1. Services. WorkRight shall provide the training services kits used in connection with the Training (the ("Training")for Client as described on the Order Form. "Materials"). 1.2. Fees Client agrees that it will be billed for Training as 2.2. Limitation on Use. Client may use the Materials set out on the Order Form, and that it shall pay all fees solely and exclusively for its internal use in connection and costs due to WorkRight within 30 days of receipt of with the Training. Client shall not (i) reproduce the an invoice from WorkRight. Materials or any portions thereof or otherwise use the Materials except as expressly permitted by WorkRight, 1.3. Training Hours. For purposes of all Training, (ii)record or videotape on any medium the Materials or "Training Hours" are defined as the actual scheduled the Training,or(iii)conduct training using the Materials hours of training taught within the same continuing without the express written permission of WorkRight. eight (8) hour period as set forth on the Client's final schedule prior to the start of the first class. The parties III. DISCLAIMER OF WARRANTIES agree that Training Hours include actual scheduled training time and "down time" between scheduled 3.1. Conditions of Agreement. Client acknowledges and training times within an 8 hour period (whether or not agrees that: the 8 hour period spans over two calendar days). (a) WorkRight does not and cannot warrant that the 1.4. Cancellation and Order Changes. Client shall Materials or Training are representative of or be responsible for payment of 100% of all training indicative of a legal standard, either generally, or as rates/fees for any training session cancelled in writing may be determined by any judicial, professional or by Client within seven (7) or less days notice to administrative body;and WorkRight (not including the first day of training. Client agrees that it shall be responsible for payment of (b) the Materials, or any interpretive standards or 50% of all Training rates/fees for any Training session advice with respect thereto given by WorkRight, are cancelled in writing by Client within eight (8) and not professional legal judgment or advice with fourteen (14) days notice to WorkRight(not including respect to any matters. the first day of training). Client agrees that it shall be responsible for payment of 25% of training/fees for all 3.2. Disclaimer — General. THE PARTIES AGREE training sessions cancelled in writing by Client within THAT EXCEPT AS EXPRESSLY PROVIDED fifteen (15) and twenty-one (21) days notice (not HEREIN, WORKRIGHT MAKES NO including the first day of training). If Client cancels a WARRANTIES, EITHER EXPRESS OR IMPLIED, Training session at any time, Client shall pay all WITH RESPECT TO THE MATERIALS, THE expenses WorkRight has incurred including, but not TRAINING OR ANY OTHER SERVICES THAT limited to, design charges, materials specifically MAY BE PROVIDED BY WORKRIGHT prepared by WorkRight for Client, shipping expenses, HEREUNDER. FURTHERMORE, WORKRIGHT or any other fees appearing on the attached rate sheet. EXPRESSLY EXCLUDES AND DISCLAIMS THE 1.5. Consent to Subcontract. Client agrees that IMPLIED WARRANTIES OF MERCHANTABILITY WorkRight may subcontract services to persons or AND FITNESS FOR A PARTICULAR PURPOSE and companies qualifiedcertified by WorkRight to AND ANY OTHER WARRANTIES, EXPRESS OR provide services on WorkRight's behalf. IMPLIED, WITH RESPECT TO THE MATERIALS, TRAINING AND ANY OTHER SERVICES II. OWNERSHIP AND USE OF MATERIALS PROVIDED HEREUNDER. 2.1. Ownership of Materials. WorkRight or its third party licensors own the copyrights, trademarks and all other intellectual property rights in the videocassettes, cd- 1 Please sign and fax back to Seyfarth Shaw at Work,Contract Administrator,312-269-8869. IV. CONFIDENTIAL INFORMATION is expressly in lieu of all other damages for non-delivery of goods and/or services. 4.1. Confidential Information. Confidential Information is defined as the Materials and any written or oral 5.3. Injunctive Relief. Client understands and information that is disclosed by WorkRight as part of acknowledges that in the event of a breach or threatened the Training. Confidential Information shall include, breach of the provisions of Articles II or V of these without limitation, training methodologies; procedures; Terms, WorkRight will be entitled, in addition to any know-how; marketing data; business strategies; client other rights or remedies at law and equity, to seek lists;and any other confidential information of,about,or injunctive relief against Client without the necessity of concerning the business, products, services, research or posting a bond,to prevent the irreparable harm that such development of WorkRight. Confidential Information breach or prospective breach may cause. shall not include any information which: (i)was in the public domain at the time of its disclosure to Client by VI. INDEMNIFICATION WorkRight; (ii) becomes part of the public domain 6.1. Indemnification by WorkRight. WorkRight agrees through no fault of Client; (iii) becomes available to to defend and indemnify Client against a claim that the Client on a non-confidential basis subsequent to its Material or Training infringes an intellectual property disclosure to Client by WorkRight, but only if the right provided that: (a)Client notifies WorkRight within source of such information is not in direct or indirect fifteen (15) days of the claim; (b) WorkRight has sole violation of confidentiality,contractual, legal, fiduciary, control of the defense and all related settlement or other obligations; or (iv) is explicitly approved for negotiations, and (c) Client provides WorkRight with release by written authorization of WorkRight. the assistance, information and authority necessary to 4.2. No Disclosure. Unless otherwise previously authorized perform WorkRight's obligations under this Section. in writing by WorkRight, Client agrees to retain the WorkRight shall have no liability for any claim of Confidential Information in confidence, not to disclose infringement based in whole or in part upon (i) the the Confidential Information to any third party and not modification of the Training or Materials by anyone to use the Confidential Information for any purpose other than WorkRight or(ii)the use of the Materials or other than in accordance with these Terms. Training,or any portion thereof: (a)outside the scope of this Agreement,or(b)in a manner for which it was not 4.3. No License. Client acknowledges and agrees that all designed or specified by WorkRight. This Section 7.1 Confidential Information is, shall be and shall remain states WorkRight's entire liability and Client's exclusive the exclusive property of WorkRight or its Licensors. remedy for infringement. Client hereby agrees not to reproduce, modify or attempt to recreate all or any portion of the Confidential VII. MISCELLANEOUS Information in any form. 7.1. No Assignment. This agreement may not be assigned V. REMEDIES/LIMITATION OF REMEDY or otherwise transferred by the Client to any other person, firm or entity without the prior written consent 5.1. Limitation of Liability. Except as provided in this of WorkRight which may be granted or denied at Section IX, WORKRIGHT'S ONLY LIABILITY WorkRight's sole discretion. UNDER THESE TERMS SHALL BE FOR FAILURE TO DELIVER THE MATERIALS OR TRAINING 7.2. Inconsistency. In case of any inconsistency between SPECIFIED ON THE ORDER FORM. CLIENT'S any proposal(s) or logistics/pricing sheets, Rate Sheets, DAMAGES FOR NON-DELIVERY OF MATERIALS or Order Forms, or other communications, these Terms OR SERVICES ORDERED HEREUNDER ARE shall control unless otherwise expressly agreed in HEREBY EXCLUSIVELY LIMITED TO THE FEES writing by the parties. PAID OR TO BE PAID TO WORKRIGHT FOR SUCH 7.3. Entire Agreement. This writing incorporates by SERVICES AND MATERIALS. IN NO EVENT reference the Order Form and Rate Sheets, and SHALL WORKRIGHT BE LIABLE TO CLIENT OR supersedes any prior verbal or written agreements ANY THIRD PARTIES FOR INDIRECT, relating to the Training or Materials. These Terms may INCIDENTAL, SPECIAL OR CONSEQUENTIAL not be altered except by an instrument in writing signed DAMAGES. by authorized representatives of both parties. 5.2. Purpose. The sole purpose of this stipulated exclusive 7.4. Severability. If any of these Terms is determined to be remedy shall be to refund to Client any fees actually paid or to be paid for Materials or services which are not invalid or ineffective,such invalidity shall not affect the delivered within thirty (30) days after they are ordered, remaining provisions hereof. The titles to sections unless a later delivery date is agreed to by the parties. hereof are for convenience only and have no substantive This exclusive remedy shall not be deemed to have effect. failed of its essential purpose so long as WorkRight is willing and able to pay said fees. The foregoing remedy 2 Please sign and fax back to Seyfarth Shaw at Work,Contract Administrator,312-269-8869. 7.5. Successors and Assigns. These Terms shall be binding of mailing, (ii) if delivered by overnight courier, one upon and shall inure to the benefit of the parties hereto (1)day following mailing,or(iii) if sent by confirmed and their respective permitted successors and assigns. telecommunication, one (1) business day following receipt by the addressee. All notices to WorkRight 7.6. No Waivers. In the event either of the parties shall at shall be addressed as follows: any time waive any of its rights or obligations under these Terms, such waiver shall not be construed as a WorkRight LLC continuing waiver of the same rights or obligations or a 55 East Monroe Street,Suite 4200 waiver of any other rights or obligations. Chicago,Illinois 60603 Facsimile: 312-269-8869 7.7. Independent Contractors. These Terms do not Attention: Director of Operations constitute Client as the agent or legal representative of WorkRight or WorkRight as the agent or legal 7.12. No Legal Services. CLIENT AGREES THAT THE representative of Client for any purpose whatsoever. No SERVICES TO BE RENDERED BY WORKRIGHT joint venture or partnership between Client and PURSUANT TO THESE TERMS ARE NOT LEGAL WorkRight is intended or shall be inferred. SERVICES, AND CLIENT DOES NOT LOOK TO 7.8. Survival. Articles II, V and VII shall survive after WORKRIGHT AS ITS ATTORNEY WITH WorkRight completes the Training and shall remain in RESPECT TO THOSE SERVICES. NO full force and effect. ATTORNEY-CLIENT RELATIONSHIP IS OR SHALL BE CREATED BETWEEN CLIENT AND 7.9. Choice of Law. These Terms shall be deemed WORKRIGHT OR WORKRIGHT'S PARENT executed in and shall be interpreted and construed in ENTITY, SEYFARTH SHAW LLP AS A RESULT accordance with the laws of the State of Illinois. OF WORKRIGHT'S SERVICES. CLIENT FURTHER ACKNOWLEDGES AND 7.10. Client List. Client understands that upon inception of UNDERSTANDS THAT IT WILL NOT BE training and consulting services,WorkRight shall have NECESSARY TO ITS PARTICIPATION IN the right to include Client's name on WorkRight's TRAINING FOR IT TO IMPART TO WORKRIGHT promotional list of training clients. If Client wishes ANY INFORMATION OF A CONFIDENTIAL, not to have its name appear on such promotional PROPRIETARY OR PRIVILEGED NATURE AND, material, Client shall send such request in writing to THAT IF IT OR ANY OF ITS REPRESENTATIVES WorkRight as specified in Section 7.11. below. IMPARTS ANY INFORMATION OF SUCH NATURE, IT OR THEY DO SO AT THEIR OWN 7.11. Notices. All notices, demands and other RISK AND WORKRIGHT SHALL BE UNDER NO communications hereunder shall be in writing or by OBLIGATION TO MAINTAIN THE written telecommunications, and shall be deemed to CONFIDENTIALITY OF, OR PRIVILEGE IN,ANY have been duly given: (i) if mailed by certified mail, SUCH INFORMATION, EXCEPT AS OTHERWISE postage prepaid,on the date five(5)days from the date PROVIDED IN THESE TERMS. IN WITNESS WHEREOF,the parties have caused this Agreement to be executed by their duly authorized representatives as of the Order Form Effective Date: CLIENT WORKRIGHT LLC Client . e: � ej ��Cse By: �-�*-�---/• "1 . By: lv L �y`Qw.a�vim Name: L).t l t a,- Name: .-Name: b. c� �t.1i-R�d�{ Title: 'Cr r"'`-t.- Title: Q_NA-rt&( E . Date: 7/Zr Date: c2 O S 3 Please sign and fax back to Seyfarth Shaw at Work,Contract Administrator,312-269-8869. Seyfarth Shaw atWork WORKRIGHT TRAINING LLC ORDER FORM th for City of Elgin This Order Form, effective as of the last signature date set forth below (the "Order Form Effective Date"), amends the Terms & Conditions between WorkRight Training LLC and City of Elgin ("Client") dated April 12, 2005. By this Order Form, Client purchases the following: I. TRAINING,MATERIALS,CUSTOMIZATION,AND OTHER FEES AND COSTS Course #of Days Needed Daily Rates* Customization Fees Material Costs* Include Manager workbooks at$15.00 each Yes No, The Road to a Include Employee Harassment Free Two Trainer Model: workbooks at$11.00 Workplace—Manager 1 Day $5,500.00 per day each Yes No and Employee (WorkRight Training will default to a"No" if above is not filled out by client) Executive Session Harassment Prevention Managing Within the Law Management Skills Training Managing Within a Union Environment Valuing Diversity in the Workplace Workplace Investigations Positive Employee Relations *The above listed prices/costs do not include trainer travel-related expenses and training material shipping costs. These expenses and costs will also be billed directly to the client. [Please Note: Trainer travel expenses will include parking fees incurred by the trainer(s).] II. ADDITIONAL TERMS 2.1. Rates for Training. Clients current rates for Training and Materials not included on this Order Form will be billed at the rates provided in the enclosed Rate Sheet,and on this Order Form. 2.2. Changes in Fees and Rates. The daily rate for the above project is good for the above project only and Client rates are subject to increase to the current WorkRight price upon notification to Client. 2.3. Customization. Customization included in the Fees and Rates includes one pre-training phone call with trainer and adding client name and/or logo to the cover of the workbooks. Additional customization will be quoted separately. 2.4. Recommended Class Size. WorkRight recommends between 25-30 in each session. 2.5. Client Personalization for Course Workbooks. WorkRight LLC will personalize the Materials with Client logo at no additional charge. The logo will be reversed out on the color cover. Company must receive a black and white logo in an eps file measuring no larger than 2 x 1 inches to ensure a quality product. If Client does not approve having a reversed out logo on the cover,please do not send logo. Please email logo to lchristoffigseyfarth.com. If logo is not received from Client within two weeks of signing the agreement, or 3 weeks prior to the training, whichever is earlier,Company will type Client name on materials as it appears on this agreement. 4 Please sign and fax back to Seyfarth Shaw at Work,Contract Administrator,312-269-8869. Seyfarth �.il Shaw atWork III. PROJECT CONTACTS(PLEASE FILL IN COMPLETELY) Send Invoice To: Name: Mailing Address: Facsimile: City/State/Zip: Client Logistics Contact: Name: Mailing Address: Telephone: Facsimile: E-Mail: City/State/Zip: IN WITNESS WHEREOF, the parties have caused this Order Form to be executed by their duly authorized representatives as of the Order Form Effective Date: CLIENT WORKRIGHT TRAINING LLC Client Na : ®E By: By: 111).4-5-7 Name: Vu �c � Zl t�f_ Name: 1..14 I ie _ r • Sc v!a – VTitle: dl1.r.El��E Title: r c� ' Date: .L� bS Date: .7 fLf 1'f 5 Please sign and fax back to Seyfarth Shaw at Work,Contract Administrator,312-269-8869. C� < OFfC ,<C.4 ,y City of Elgin Agenda Item No. 0, � E L ' ! d1 0 rnr mu February 17, 2006 G lii 111 . (rillLLLa N1111' 11 1 FINANCIALLY STABLE CITY GOVERNMENT TO: Mayor and Members of the City Council EFFICIENT SERVICES, AND OUALITV INFRASTRUCTURE FROM: Olufemi Folarin, City Manager Gail Cohen, Human Resources nd Purchasing Director SUBJECT: Employee Training PURPOSE The purpose of this memorandum is to provide the Mayor and members of the City Council with information to approve a contract with Seyfarth Shaw LLP for workplace issue training for staff. RECOMMENDATION /"` It is recommended that the City Council approve award of a contract for $25,000 with Workright Training LLP for workplace issue training for staff. BACKGROUND In August of 2005, Council approved award of a contract to Seyfarth Shaw's training division, Workright Training LLP, to provide their course Managing Within the Law to all managers and supervisors. The training took place November through January and was very well received. Now we would like to provide a shorter program to all remaining full time, non-supervisory staff. The course will instruct staff about the City's anti-harassment/anti-discrimination policy, the workplace behavior notification process and provide information about discrimination and harassment issues in an interactive and engaging manner. The courses are two hours long and three can be scheduled per day. It is estimated that all non-supervisory full time employees can be trained in six days. COMMUNITY GROUPS/INTERESTED PERSONS CONTACTED None 2i/fir FINANCIAL IMPACT Each day of training will cost $3,600 plus per diems if the training is from out of state. The estimated maximum obligation of the agreement is $25,000. There are sufficient funds budgeted ($25,000) and available ($25,000) in the General Fund, account number 010-6902-719.89-02 "Special Projects" to pay for the training. _ r� Seyfarth Workright Training February 17, 2006 Page 2 LEGAL IMPACT \/\4)\)None ALTERNATIVES 1. Approve entering into a contract with Workright Training. 2. Do not approve the contract with Workright Training. Respectfully submitted for Council consideration. GAC Attachments