HomeMy WebLinkAbout15-103 Resolution No. 15-103
RESOLUTION
AUTHORIZING EXECUTION OF AN AGREEMENT
WITH ETC INSTITUTE, INC. FOR DESIGN AND ADMINISTRATION
SERVICES IN CONNECTION WITH A CITIZEN SURVEY PROJECT
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS,
that Sean R. Stegall, City Manager, and Kimberly A. Dewis, City Clerk, be and are hereby
authorized and directed to execute an Agreement on behalf of the City of Elgin with ETC
Institute, Inc. for design and administration services in connection with a citizen survey project
to be conducted from July 2015 through September 2015, a copy of which is attached hereto and
made a part hereof by reference.
s/David J. Kaptain
David J. Kaptain, Mayor
Presented: July 8, 2015
Adopted: July 8, 2015
Vote: Yeas: 8 Nays: 1
Attest:
s/Kimberly Dewis
Kimberly Dewis, City Clerk
AGREEMENT
THIS AGREEMENT is made and entered into this 8th day of July , 2015, by and
between the CITY OF ELGIN, an Illinois municipal corporation (hereinafter referred to as
"CITY") and ETC INSTITUTE, INC., a Kansas corporation, authorized to do business within
the State of Illinois (hereinafter referred to as "CONSULTANT").
WHEREAS, the CITY desires to engage the CONSULTANT to furnish certain
professional services in connection with the design and administration of a citizen survey for the
CITY (hereinafter referred to as the "PROJECT"); and
WHEREAS, the CONSULTANT represents that it has the necessary expertise and
experience to furnish such services upon the terms and conditions set forth herein below.
NOW, THEREFORE, it is hereby agreed by and between the CITY and the
CONSULTANT that the CITY does hereby retain the CONSULTANT for and in consideration
of the mutual promises and covenants contained herein, the sufficiency of which is hereby
acknowledged to perform the services relating to the PROJECT as described herein, subject to
the following terms and conditions and stipulations,to-wit:
1. SCOPE OF SERVICES
A. All work hereunder shall be performed under the direction of the Director of
Communications for the CITY, herein after referred to as the "DIRECTOR".
B. The CONSULTANT shall design and administer a citizen survey for the CITY.
The scope of services to be performed by the CONSULTANT for the PROJECT
is set forth in Attachment A hereto entitled "Scope of Work for Agreement
Between ETC Institute and the City of Elgin, Illinois".
2. SCHEDULE
The CONSULTANT shall commence the services to be performed upon entry into this
Agreement. The citizen survey will be designed and administered from July 2015
through September 2015. The CONSULTANT shall provide the CITY a final report by
September 23, 2015.
3. WORK PRODUCT
All work product prepared by the CONSULTANT pursuant hereto including, but not
limited to, reports, plans, designs, calculations, work drawings, studies, photographs,
models and recommendations shall be the property of the CITY and shall be delivered to
the CITY upon request of the DIRECTOR; provided, however, that the CONSULTANT
may retain copies of such work product for its records and to use the data as a component
of the CONSULTANT's DirectionFinder®benchmarks. CONSULTANT will not release
specific results for the CITY without written approval from the CITY. CONSULTANT's
execution of this Agreement shall constitute CONSULTANT's conveyance and
assignment of all right, title and interest, including but not limited to any copyright
interest, by the CONSULTANT to the CITY of all such work product prepared by the
CONSULTANT pursuant to this Agreement. The CITY shall have the right either on its
own or through such other consultants as determined by the CITY to utilize and/or amend
such work product. Any such amendment to such work product shall be at the sole risk
of the CITY. Such work product is not intended or represented to be suitable for reuse by
the CITY on any extension to the PROJECT or on any other project, and such reuse shall
be at the sole risk of the CITY without liability or legal exposure to the CONSULTANT.
4. PAYMENTS TO THE CONSULTANT
A. The CITY shall reimburse the CONSULTANT for services under this Agreement
a total fee of$25,750, regardless of actual Costs incurred by the CONSULTANT
unless substantial modifications to the PROJECT are authorized in writing by the
DIRECTOR and approved by a way of written amendment entered into and
executed by the parties hereto.
B. The CITY shall make periodic payments to the CONSULTANT based upon
actual progress within thirty (30) days after receipt and approval of invoice. Said
periodic payments to the CONSULTANT shall not exceed the amounts shown in
Attachment A hereto, and full payments for each task shall not be made until the
task is completed and accepted by the DIRECTOR.
5. INVOICES
A. The CONSULTANT shall submit invoices in a format approved by the CITY.
Progress reports will be included with all payment requests.
B. The CONSULTANT shall maintain records showing actual time devoted and cost
incurred. The CONSULTANT shall permit the authorized representative of the
CITY to inspect and audit all data and records of the CONSULTANT for work
done under this Agreement. The CONSULTANT shall make these records
available at reasonable times during the Agreement period and for one (1) year
after termination of this Agreement.
6. TERMINATION OF AGREEMENT
Notwithstanding any other provision hereof, the CITY may terminate this Agreement at
any time upon fifteen (15) days prior written notice to the CONSULTANT. In the event
that this Agreement is so terminated, the CONSULTANT shall be paid for services
actually performed and reimbursable expenses actually incurred prior to termination,
except that reimbursement shall not exceed the task amounts set forth under Paragraph 4
above.
7. TERM
This Agreement shall become effective as of the date the CONSULTANT is given a
notice to proceed and, unless terminated for cause or pursuant to Paragraph 6, shall be
deemed concluded on the date the CITY determines that all of the CONSULTANT's
work under this Agreement is completed. A determination of completion shall not
constitute a waiver of any rights or claims which the CITY may have or thereafter
acquire with respect to any term or provision of this Agreement.
8. NOTICE OF CLAIM
If the CONSULTANT wishes to make a claim for additional compensation as a result of
action taken by the CITY, the CONSULTANT shall give written notice of his claim
within fifteen (15) days after occurrence of such action. No claim for additional
compensation shall be valid unless so made. Any changes in the CONSULTANT's fee
shall be valid only to the extent that such changes are included in writing signed by the
CITY and the CONSULTANT. Regardless of the decision of the DIRECTOR relative to
a claim submitted by the CONSULTANT, all work required under this Agreement as
determined by the DIRECTOR shall proceed without interruption.
9. BREACH OF CONTRACT
If either party violates or breaches any term of this Agreement, such violation or breach
shall be deemed to constitute a default, and the other party has the right to seek such
administrative, contractual or legal remedies as may be suitable to the violation or breach;
and, in addition, if either party, by reason of any default, fails within fifteen (15) days
after notice thereof by the other party to comply with the conditions of the Agreement,
the other party may terminate this Agreement. Notwithstanding the foregoing, or
anything else to the contrary in this Agreement, with the sole exception of an action to
recover the monies the CITY has agreed to pay to the CONSULTANT pursuant to
Paragraph 4 hereof, no action shall be commenced by the CONSULTANT against the
CITY for monetary damages. CONSULTANT hereby further waives any and all claims
or rights to interest on money claimed to be due pursuant to this Agreement, and waives
any and all such rights to interest which it claims it may otherwise be entitled pursuant to
law, including, but not limited to, the Local Government Prompt Payment Act (50 ILCS
501/1, et seq.), as amended, or the Illinois Interest Act (815 ILCS 205/1, et seq.), as
amended. The parties hereto further agree that any action by the CONSULTANT arising
out of this Agreement must be filed within one year of the date the alleged cause of
action arose or the same will be time-barred. The provisions of this paragraph shall
survive any expiration, completion and/or termination of this Agreement.
10. INDEMNIFICATION
To the fullest extent permitted by law, CONSULTANT 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, attorneys fees,
damages or other relief, including, but not limited to, workers' compensation claims, in
any way resulting from or arising out of negligent actions or omissions of the
CONSULTANT in connection herewith, including negligence or omissions of employees
or agents of the CONSULTANT arising out of the performance of this Agreement. 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 of the CITY's choosing. The provisions of this
paragraph shall survive any expiration, completion and/or termination of this Agreement.
11. NO PERSONAL LIABILITY
No official, director, officer, agent or employee of the CITY shall be charged personally
or held contractually liable under any term or provision of this Agreement or because of
their execution, approval or attempted execution of this Agreement.
12. INSURANCE
A. Comprehensive Liability. The CONSULTANT shall provide, pay for and
maintain in effect, during the term of this Agreement, a policy of comprehensive
general liability insurance with limits of at least $1,000,000 aggregate for bodily
injury and $1,000,000 aggregate for property damage.
The CONSULTANT shall deliver to the DIRECTOR a Certificate of Insurance
naming the CITY as additional insured. The policy shall not be modified or
terminated without thirty (30) days prior written notice to the DIRECTOR.
The Certificate of Insurance shall include the contractual obligation assumed by
the CONSULTANT under Paragraph 10 entitled "Indemnification".
This insurance shall be primary and non-contributory to any other insurance or
self-insurance programs afforded to the CITY. There shall be no endorsement or
modification of this insurance to make it excess over other available insurance.
B. Comprehensive Automobile Liability. Comprehensive Automobile Liability
Insurance covering all owned, non-owned and hired motor vehicles with limits of
not less than $500,000 per occurrence for bodily injury and/or property damage.
C. Combined Single Limit Policy. The requirements for insurance coverage for the
general liability and auto exposures may be met with a combined single limit of
$1,000,000 per occurrence subject to a $1,000,000 aggregate.
13. INTENTIONALLY OMITTED
14. 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, of 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.
15. 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 shall be
made without the prior written consent of the CITY.
16. DELEGATIONS AND SUBCONTRACTORS
Any assignment, delegation or subcontracting shall be subject to all the terms, conditions
and other provisions of this Agreement and the CONSULTANT shall remain liable to the
CITY with respect to each and every item, condition and other provision hereof to the
same extent that the CONSULTANT would have been obligated if it had done the work
itself and no assignment, delegation or subcontract had been made. Any proposed
subcontractor shall require the CITY's advanced written approval.
17. 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.
18. 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.
19. 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.
20. 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 party unless expressed in
writing herein or in a duly executed amendment hereof, or change order as herein
provided.
21. 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.
22. NEWS RELEASES
The CONSULTANT may not issue any news releases without prior approval from the
DIRECTOR, nor will the CONSULTANT make public proposals developed under this
Agreement without prior written approval from the DIRECTOR prior to said
documentation becoming matters of public record.
23. COOPERATION WITH OTHER CONSULTANTS
The CONSULTANT shall cooperate with any other consultants in the CITY's employ or
any work associated with the PROJECT.
24. INTERFERENCE WITH PUBLIC CONTRACTING
The CONSULTANT certifies hereby that it is not barred from bidding on this contract as
a result of a violation of 720 ILCS 5/33E et seq. or any similar state or federal statute
regarding bid rigging.
25. SEXUAL HARASSMENT
As a condition of this contract, the CONSULTANT 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;
G. protection against retaliation as provided by Section 6-101 of the Human Rights
Act.
A copy of the policies shall be provided by CONSULTANT to the Department of Human
Rights upon request 775 ILCS 5/2-105.
26. INTENTIONALLY OMITTED
27. WRITTEN COMMUNICATIONS
All recommendations and other communications by the CONSULTANT to the
DIRECTOR and to other participants which may affect cost or time of completion, shall
be made or confirmed in writing. The DIRECTOR may also require other
recommendations and communications by the CONSULTANT be made or confirmed in
writing.
28. NOTICES
All notices, reports and documents required under this Agreement shall be in writing and
shall be mailed by First Class Mail, postage prepaid, addressed as follows:
A. As to the CITY:
Kristine Rogowski
Director of Communications
City of Elgin
150 Dexter Court
Elgin, Illinois 60120-5555
B. As to the CONSULTANT:
Ron Vine
Senior Vice President
ETC Institute
725 W. Frontier Circle
Olathe, Kansas 66061
29. 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
CONSULTANT 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, CONSULTANT hereby certifies, represents and warrants
to the CITY that all CONSULTANT's employees and/or agents who will be providing
products and/or services with respect to this AGREEMENT shall be legally authorized to
work in the United States. CONSULTANT 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 CONSULTANT to determine CONSULTANT's
compliance with the provisions of this paragraph. In the event the CITY proceeds with
such an audit the CONSULTANT shall make available to the CITY the
CONSULTANT's relevant records at no cost to the CITY. CONSULTANT shall pay
any and all costs associated with any such audit.
IN WITNESS WHEREOF, the parties hereto have entered into and executed this
agreement effective as of the date and year first written above.
CITY OF CONS A T:
By: /�� �� i� / B .
y 1 y. � 14' (AV■
'ran Stegall, City ' anag Name/Print: 8011(LI 0
Title: c`Or- V LCP - r-.CC?rQ
A -s
City Clerk
F:\Legal Dept\Agreement\ETC Institute Inc Citizen Survey Agr-clean 5-6-15.docx
ATTACHMENT A
Scope of Work For Agreement
Between ETC Institute and the City of Elgin,Illinois
SCOPE OF SERVICES
1. Overview of Services to Be Performed. ETC Institute will design and administer a
Citizen survey for the City of Elgin, Illinois. The survey will be administered from July
—September of 2015.
2. Maximum fixed fee. The total fee for the project is $25,750, which includes completion
of 500 surveys, benchmarking, GIS mapping, importance/satisfaction matrix and 2 site
visits(expenses included in the fee).
3. ETC Institute's responsibilities. The tasks that will be performed by ETC Institute as
part of this agreement include the following:
a. hosting an on-site meeting with representatives of the city to identify specific survey
initiatives/targets.
b. finalizing the methodology for administering the survey based on input from the City.
c. designing a survey instrument that is up to 15 minutes in length (6 pages).
d. selecting a random sample of households to be surveyed
e. setting up the database
f. conducting a pretest of the survey instrument
g. completing 500 surveys by a combination of mail/phone/and web (ETC Institute's
costs include all labor, postage and printing associated with the administration of the
survey). The results of a random sample of 500 completed surveys will have a
precision of at least+/4.4%at the 95% level of confidence.
h. conducting data entry and quality control review for all completed surveys
i. providing complete printouts of the data
j. conducting benchmarking analysis that shows how the results for the City of Elgin
compare to other comparable cities.
k. conducting importance-satisfaction analysis to identify the types of improvements
that will have the most impact on satisfaction with city services.
1. completing a final report that will include an executive summary, charts and graphs,
benchmarking analysis, importance-satisfaction analysis, tables showing the results to
all questions on the survey, GIS locations of households completing the survey, and a
copy of the survey instrument. An adobe copy of the final report will be prepared for
reproductions as well as an electronic data base of survey responses.
m. making on-site presentations of the survey results to the city management and city
council.
4. Responsibilities for the City of Elgin will include the following:
a. approving the survey instrument
b. setting up on-site meetings
b. providing a cover letter for the mail version of the survey
c. identifying requests for subanalysis of the data as appropriate.
PAYMENT FOR SERVICES
The total project fees are $25,750. Percentage invoices would be as follows:
Invoices will be submitted upon completion of the following:
Invoice#1: Based on development of initial survey draft 15%of fee
Invoice #2: Based on complete development of survey and 35%of fee
approval to print and mail survey
Invoice #3: Based on development of draft report of no less 30%of fee
than 500 completed surveys
Invoice #4: Based on delivery of final report and site visit for 20%of fee
presentation of the survey findings