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Home My WebLink About10-0405 Quest Consultants International '0405 AGREEMENT i THIS AGREEMENT is hereby made and entered into this day of 4p 2 t<- , 2010, by and between the City of Elgin, Illinois, a municipal corporation, (hereinafter referred to as "City") and Quest Consultants International, Ltd., an Illinois corporation (hereinafter referred to as "Quest") 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. Fees. Quest shall provide the following services to City as may be ordered by City during the term of this Agreement pursuant to the following payment schedule: Investigator .$175.00 per hour Executive Manager/Senior Investigator . $225.00 per hour Undercover Operatives/Surveillance (per investigator) . $150.00 per hour Forensic Accounting Services .$250.00 per hour Fire and Arson Investigator $250.00 per hour Forensic Computer & Info Security Services ..$225.00 per hour Electronic Counter-Surveillance Sweeps $350.00 per phone $350.00 per room (Adjustments made for volume) Executive Protection $175.00 per hour Forensic Psychological Profiling $250.00 per hour Background Investigations $175.00 per hour +Data Costs Preparation and Testimony .$350.00 per hour Fees are calculated portal-to-portal starting and ending at Quest's Schaumburg office. With prior City approval, fees may be adjusted based on the geographic area of the investigation, including for international investigations, or if other services are required. If travel outside of the Chicago metro area is required, a travel rate may apply. City shall compensate Quest for preparation, testimony and other required services at Quest's standard rates, if services provided pursuant to this Agreement result in subpoenaed requests by another party, including one of the City's parties, an opposing counsel, or government entity. 2. Expenses. In addition to the above professional fees, City shall provide Quest with reimbursement for all reasonable and necessary expenses which Quest incurs relative to this Agreement, including but not limited to public transportation costs, lodging and subsistence, if travel (pre-approved by City in writing) becomes reasonably necessary. These fees relate to such charges as parking, mileage (at $0.50 per mile), photography expenses, electronic evidence storage services, expenses for use of software licenses, etc. Expenses may also be adjusted with City's approval to conform to the geographic area. If travel becomes necessary and authorized, unless advised to the contrary by City, travel arrangements will be made through Quest's contracted travel services. 3. Billing and Payment. All billing statements will be sent to City or a designated liaison representative and will be accompanied by expense receipts where appropriate. Payments should be made payable to "Quest Consultants International, Ltd." and sent to Quest's office at 1450 East American Lane, Suite 1400, Schaumburg, IL 60173, Attention: Leone J. Flosi. Payment will be due within 30 days after receipt of Quest's invoice(s). Past due accounts are subject to late fees of 1% of each outstanding invoice per month. Alternatively, the payments can be wire transferred to Quest's account at the following bank: Harris Bank of Barrington, 201 S. Grove Avenue, Barrington, IL 60010. Routing #071919463; Account#035 70835. 4. Scope of Work. Quest will perform requested investigation and consulting services as needed with respect to this Agreement. All services will be provided by trained, qualified professionals. The assignment of projects will be at City's discretion, and Quest will - 2 - undertake the investigations only after City's approval. All activity will be executed with a concern for City's welfare and reports, as directed, will be provided in a format suitable for use by City if litigation becomes necessary. 5. Retainer/Advance. Once the scope of work pursuant to this Agreement is further defined pursuant to City's requests for specific services, Quest may request advance partial payment from City as may be reasonably necessary, but in no event shall such advance request for payment exceed $1,000. If any such retainer is required, payment of the retainer may be made either by check or electronic transfer, as outlined in the above. If any requested services requirement by City exceeds any such retainer amount, Quest will notify City and additional retainer(s) may be required to continue performance of such rquested services. 6. Termination. This agreement shall terminate August 30, 2010; provided, however, that this Agreement may be terminated at any time by either party in writing, with or without cause. City agrees to pay all professional fees and expense incurred up to and including the date of termination of this Agreement. If a retainer has been provided, any remaining amount, after deducting all professional fees and expenses incurred up to and including the date of termination of this Agreement, shall be returned. 7. City Property. All information provided by the City is the City's proprietary and confidential information. Quest, its employees, agents and subcontractors may not disclose such information to any other person or entity without the City's express written permission. If any person or entity requests, subpoenas or otherwise seeks to obtain any City materials within the custody or control of, or the custody of any of its employees, agents or representatives, that relate or refer in any way to its work pursuant to this Agreement, Quest shall immediately notify City. - 3 - 8. Indemnification. City and Quest each agree to indemnify and hold harmless each other, their officers, directors, shareholders, agents, associates, employees, representatives, accountants and attorneys (collectively, their "representatives") from and against and in respect of, any and all claims, losses, expenses, costs, obligations, and liabilities, excluding attorney's fees, that Quest or City or either of their representatives may incur by reason of the negligent performance of each of their own obligations pursuant to this Agreement. 9. Assignment. This Agreement is not assignable to any party without prior written consent of the other party. 10. Severability. The terms of this Agreement shall be severable. In the event that 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. 11. 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 Quest 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, Quest hereby certifies, represents and warrants to City that all Quest'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. Quest 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 for in this Agreement. The City shall have the right to audit any records in the possession or control of the Quest to determine - 4 - Quest's compliance with the provisions of this section. In the event the City proceeds with such an audit the Quest shall make available to the City the Quest's relevant records at no cost to the City. Quest shall pay any and all costs associated with any such audit. 12. Venue. This Agreement shall be subject to and governed by the laws of the State of Illinois. Venue for the enforcement of any rights and the resolution of any disputes arising out of or in connection with this Agreement shall be in the Circuit Court of Kane County, Illinois. 13. Merger. This Agreement is the only agreement between the parties hereto. There arc no other agreements, either oral or implied between the parties hereto regarding the subject matter of this Agreement. 14. No Agency. This Agreement shall not be construed so as to create a joint venture, employment, partnership or other agency relationship between the parties hereto, except as may be specifically provided for herein. 15. Monetary Liability. Notwithstanding anything to the contrary herein, City's monetary liability to Quest for any reason shall be limited to the ad valorem expenses and fees specifically provided for by this Agreement. QUEST CONSULTANTS CTTY OF ELGIN INTER PION AL, TD. By fa(7210 By �(.�J'7g -- — Its m •_ , / can R. Stegall Attest: • City Clerk F:\Legal Dept\Agreement\Quest Consultants Intemational.docx - 5 -