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HomeMy WebLinkAbout22-14 Resolution No. 22-14 RESOLUTION AUTHORIZING EXECUTION OF AN AGREEMENT WITH INDUSTRIAL/ORGANIZATIONAL SOLUTIONS, INC. FOR PROFESSIONAL SERVICES IN CONNECTION WITH THE DESIGN OF THE POLICE SERGEANT PROMOTIONAL TESTING PROCESS BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,ILLINOIS,that Richard G. Kozal,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 Industrial/Organizational Solutions, Inc., for professional services in connection with the design of the police sergeant promotional testing process,a copy of which is attached hereto and made a part hereof by reference. s/David J. Kaptain David J. Kaptain, Mayor Presented: February 9, 2022 Adopted: February 9, 2022 Omnibus Vote: Yeas: 9 Nays: 0 Attest: s/Kimberly Dewis Kimberly Dewis, City Clerk AGREEMENT THIS AGREEMENT made and entered into this 9th day of February , 2022, by and between the CITY OF ELGIN, an Illinois municipal corporation (hereinafter referred to as "CITY")and Industrial/Organizational Solutions, Inc.,a C or_a_tign Company Name Liiniited Liability Ovinpany or Corporation Authorized to do business in 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 REP Number 21-064 for:Design o the Police Sc�t�ira�tt Assess�rrent Center 2019(hereinafter referred to as the PROJECT). AND WHEREAS, the CITY desires to engage the CONSULTANT to furnish certain goods and professional services for RFP Number: 21-064 for: Design of Police Promotional Assessment Center(hereinafter referred to as the PROJECT);and WHERAS,the CONSULTANT represents that he has the necessary expertise and experience to furnish such goods and 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 act.for and represent it in consulting matters involved in the PROJECT as described herein, subject to the following terns and conditions and stipulations,to-wit: 1. SCOPE OF SERVICES a. All work hereunder shall be performed under the direction of the Police Chief and the Human Resources Director of the CITY, herein after referred to as the "PROJECT MANAGERS". b. Conducting and implementing the tasks for Design of Police Promotional Assessment Center as required by RFP number 21-064. c. A detailed Scope of Services is attached hereto as Attachment A. 2. PROGRESS REPORTS a. An outline project milestone schedule is provided herein under. b. The CONSULTANT will submit to the PROJECT MANAGERS a status report keyed to the project schedule.A briefnarrative will be provided identifying progress, findings and outstanding issues. 3. WORK PRODUCTS All work products prepared by the CONSULTANT pursuant hereto including,but not limited to, reports, 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 PROJECT MANAGERS provided, however, that the 13 CONSULTANT may retain copies of such work products for its records. 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 other vendors 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(Not To Exceed Method) A. The City shall reimburse the CONSULTANT for goods and professional services described in Attachment A.For goods and services provided the CONSULTANT shall be paid a total fee not to exceed$ regardless of the actual costs incurred by the CONSULTANT unless substantial modifications to the scope of the work are authorized in writing by PROJECT MANAGERS. B. The CITY shall make periodic payments to the CONSULTANT based upon actual progress within 30 days after receipt and approval of invoice. Said periodic payments to the CONSULTANT shall not exceed the amounts shown above. 5. INVOICES A. A The CONSULTANT shall submit invoices in a format approved by the CITY. Progress reports(213 above)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 a year after termination of this Agreement. 6. TERMINATION OF AGREEMENT Notwithstanding any other provision hereof, the CITY may terminate this Agreement at any time for convenience or any other reason upon fifteen (15) days prior written notice to the CONSULTANT without penalty.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 such payment and/or 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 by the CITY and, unless terminated by the CITY pursuant to Article 6, shall be deemed concluded on the date the CITY determines that all of the CONSULTANT's 14 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 the 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 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 PROJECT MANAGERS and the CONSULTANT. Regardless of the decision of the PROJECT MANAGERS relative to a claim submitted by the CONSULTANT, all work required under this Agreement as determined by the PROJECT MANAGERS 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 the monies the CITY has agreed to pay to the CONSULTANT pursuant to Section 4 hereof, no action shall be commenced by the CONSULTANT or any other related entity 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(1)year of the date the alleged cause of action arose or the same will be time barred. The provisions of this paragraph will 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,attorney's 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 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 15 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 Purchasing Director a Certification 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 CITY. The Certificate of Insurance which shall include Contractual obligation assumed by the CONSULTANT under Article 10 entitled"Indemnification"shall be provided. This insurance shall apply as primary insurance with respect 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, alternatively, if the insurance states that it is excess or prorated, it shall be endorsed to be primary with respect to the CITY. 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 damage to property. 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. D. Professional Liability. The CONSULTANT shall carry Professional Liability Insurance covering claims resulting from error, omissions, or negligent acts with a combined single limit of not less than $1,000,000 per occurrence. A Certificate of Insurance shall be submitted to the Purchasing Director as evidence of insurance protection. The policy shall not be modified or terminated without thirty (30) days prior written notice to the Purchasing Director. 13. NONDISCRIMINATION IMINATION 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, 16 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. 14.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. 15. 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. 16.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. 17. 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. 18.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. 19. MODIFICATION OR AMENDMENT 17 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. 20.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. 21.MEWS RELEASES The CONSULTANT may not issue any news releases without prior approval from the City Manager,nor will the CONSULTANT make public proposals developed under this Agreement without prior written approval from the City Manager, prior to said documentation becoming matters of public record. 22.COOPERATION WITH OTHER CONSULTANTS The CONSULTANT shall cooperate with any other consultants in the CITY's employ or any work associated with the PROJECT. 23. 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 7201LCS 5/33E et seq.or any similar state or federal statute regarding bid rigging. 24. 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 must be provided to the Department of Human Rights upon request 775 ILLS 5/2-105. 25.WRITTEN COMMUNICATIONS 18 i All recommendations and other communications by the CONSULTANT to the PROJECT MANAGERS and to other participants which may affect cost or time of completion of the PROJECT shall be made or confirmed in writing. The PROJECT MANAGERS may also require other recommendations and communications by the CONSULTANT be made or confirmed in writing. 26.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 CITY: Rick Kozal City Manager City of Elgin 150 Dexter Court Elgin,Illinois 60120-5555 B.As to CONSULTANT: Chad C. Legel 1520 Kensinqton Road Suite 110 Oak Brook. !L 60523 27. 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 l wages, minimum wage, workplace safety and legal status of employees. 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 section. In the event the CITY proceeds with such an audit the CONSTULANT shall make available to the CITY the CONSULTANT's relevant records at no cost to the CITY.The CONSULTANT shall pay any and all costs associated with any such audit up to the amount of$900. 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 19 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. IN WITNESS WHEREOF, the parties hereto have entered into and executed this agreement effective as of the date and year first written above. FOR THE CITY: E Rick Kozal City Manager City Clerk FOR THE CONSULTANT: 64 C 20