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HomeMy WebLinkAbout22-0107 Hilton Consulting AGREEMENT -44, This Agreement is hereby made and entered into this day of January,2022, by and between the City of Elgin, Illinois,a municipal corporation(hereinafter referred to as"the City") and Hilton Consulting, LLC, an Illinois limited liability company (hereinafter referred to as "Hilton"). WHEREAS, the City has requested and Hilton has agreed to provide consulting services relating to the Elgin Police Department's transparency website. NOW, THEREFORE, for and 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. SERVICES PROVIDED. Hilton shall provide services to the City as may be requested by the City in writing, including but not limited to projects relating to the Elgin Police Department's transparency website,as may be requested from time to time. 2. PAYMENT. City shall pay Hilton on a monthly basis for such services as Hilton may provide in any given month at an hourly rate of$125 per hour. City shall pay Hilton within thirty(30)days of receipt of electronic invoice,which shall be submitted by Hilton to the City on the first business day of each month. Hilton shall not perform services with a value in excess of$5,000 during the term of this agreement and total payments to Hilton pursuant to this agreement shall not exceed $5,000. 3. TERM. This agreement is intended to be a month-to-month consulting agreement, subject to immediate cancellation by either party for convenience at any time upon written notice, delivered via email or U.S. mail. In the event of cancellation,Hilton shall cease providing media services immediately, and shall generate a final pro-rated invoice for services rendered. This agreement shall automaticall terminate December 31,2023. � Y 4. INTELLECTUAL PROPERTY. All intellectual property rights related to the work performed under the terms of this agreement are assigned to and shall be the sole property of the City. 5. CONFIDENTIALITY. Notwithstanding anything to the contrary herein, the City's good faith compliance with the provisions of the Illinois Freedom of Information Act (5 ILCS 140/1,et seq.)shall not be construed as,and shall not constitute a breach of this Agreement. 6. COMPETITION & SOLICITATION. Hilton agrees not to solicit or endeavor to hire City's employees at any time.City acknowledges Hilton's right to perform consulting work for other agencies, including other law enforcement agencies and city governments. 1 7. INDEMNITY. Hilton shall indemnify and hold City harmless for any damages or liabilities that may arise during the term of this agreement. The provisions of this paragraph shall survive the termination of this agreement. 8. NO OTHER AGREEMENTS. This Agreement is the only agreement between the parties hereto regarding the subject matter hereof.There are no other agreements,either oral, written or implied,between the parties hereto regarding the subject matter hereof.This Agreement may only be altered or modified by written instrument signed by both parties. Not as a limitation, the prior social media services agreement between the parties hereto dated August 4,2021 be and is hereby terminated and is of no further force and effect. 9. LAW/VENUE. This agreement is subject to and governed by the laws of the State of Illinois.Venue for the resolution of any disputes or the enforcement of any rights arising out of or in connection with this agreement shall be the Circuit Court of Kane County, Illinois. Hilton hereby irrevocably consents to the jurisdiction of the Circuit Court of Kane County,Illinois for the enforcement of any rights, the resolution of any disputes and/or for the purposes of any lawsuit brought pursuant to this agreement or the subject matter hereof;and Hilton agrees that service by first class U.S. mail to Kristie Hilton, 101 McKinley Avenue,Geneva, IL 60134 shall constitute effective service. Both parties hereto waive any rights to a jury. 10. INTEREST.Hilton hereby 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 to which it may otherwise be entitled pursuant to law,including,but not limited to, pursuant to the Local Government Prompt Payment Act (50 ILCS 505/1, et seq.), as amended, or the Illinois Interest Act(815 ILCS 205/1,et seq.),as amended. The provisions of this paragraph shall survive any expiration,completion and/or termination of this agreement. 11. SEVERABLLITY. The terms of this agreement shall be severable. In the event any of the terms or the 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. 12. EXECUTION. This agreement may be executed in counterparts, each of which shall be an original and all of which shall constitute one and the same agreement. For the purposes of executing this agreement,any signed copy of this agreement transmitted by fax machine or e- mail shall be treated in all manners and respects as an original document. The signature of any party on a copy of this agreement transmitted by fax machine or e-mail shall be considered for these purposes as an original signature and shall have the same legal effect as an original signature. Any such faxed or e-mailed copy of this agreement shall be considered to have the same binding legal effect as an original document. At the request of either party any fax or e-mail copy of this agreement shall be re-executed by the parties in an original form. No party to this agreement shall raise the use of fax machine or e-mail as a defense to this agreement and shall forever waive such defense. 13. LIMITATION OF DAMAGES. In no event shall City be liable for any monetary damages in excess of the payments provided for in paragraph 2 of this agreement. In no event shall City be liable for any consequential, special or punitive damages,or any damages resulting from loss of profit. 14. RELATIONSHIP $ETWEEN THE PARTIES. Hilton is intended to be and shall be construed as in independent contractor. Hilton shall not be entitled to any additional benefits of any kind and on any other basis beyond the payment amounts provided for herein. This Agreement shall not be construed so as to create a joint venture, partnership, or employment relationship between the parties hereto. 15. WAIVER. Any delay or failure to enforce any rights by either party arising out of or pursuant to this Agreement shall not constitute,and shall not be construed as, a waiver of any such rights. 16. LIMITATION OF ACTIONS. Hilton shall not be entitled to,and hereby waives, any and all rights that it might have to file suit or bring any cause of action or claim for damages against the City of Elgin and/or its affiliates, officers, employees, agents, attorneys, boards and commissions of any nature whatsoever and in whatsoever forum after two(2)years from the date of this Agreement. 17. NO WAIVER OF IMMUNITIES OR RIGHTS. This agreement is not intended and shall not be construed to alter, limit, or constitute a waiver of any of the civil immunities afforded the City and/or Hilton and/or their officials, officers, employees and/or agents pursuant to the Local Governmental and Governmental Employees Tort Immunity Act at 745 ILCS 10/1- 101, et seq.,as amended,the Emergency Telephone System Act at 50 ILCS 750/0.01 et seq., as amended,and/or as otherwise provided by law, it being agreed that all the civil immunities as set forth in such Acts,as amended,and/or as otherwise provided by law shall fully apply to any claims asserted or which might be asserted against the City and/or its officials,officers,employees and/or agents as a result of this agreement or any actions of the Parties pursuant to this agreement. The person signing this Agreement certifies that she has been authorized by Hilton to commit Hilton contractually and has been authorized to execute this Agreement on its behalf. IN WITNESS WHEREOF, the parties have hereto set their hands the day and year fast above written. HILTON CONSULTING,LLC CI LGIN s AP d/A'n nt Nam Richard . ozal,City and Signature L C' erk Title B'"M-egat DoptAg CnMihon-Social Media services Agr-12-15.21.docx