HomeMy WebLinkAbout23-0324 Larger Than LifeAGREEMENT
THIS AGREEMENT ("Agreement") is made and entered into this 24th day of March,
2023, by and between the CITY OF ELGIN, an Illinois municipal corporation (hereinafter
referred to as "CITY") and Larger Than Life (hereinafter referred to as "CONSULTANT").
WHEREAS, the CITY desires to engage the CONSULTANT to furnish certain
professional services in connection with "90s Throwback" (hereinafter referred to as the
"PROJECT"); and
WHEREAS, the CONSULTANT represents that it is in compliance with Illinois Statutes
relating to professional registration of individuals and 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 Amanda Harris
of the CITY, herein after referred to as the "DIRECTOR".
B. Musical performance for 90's Throwback on July 4th, 2023 at Festival Park.
C. A detailed Scope of Services is attached hereto as Attachment A.
2. PROGRESS REPORTS
A. An outline project milestone schedule is provided herein.
B. A detailed project schedule for the PROJECT is included as Attachment B,
attached hereto. Progress will be recorded on the project schedule and submitted
monthly as a component of the Status Report described in C below.
C. The CONSULTANT will submit to the DIRECTOR monthly a status report keyed
to the project schedule. A brief narrative will be provided identifying progress,
findings and outstanding issues.
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. 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 (Lump Sum Method)
A. The CITY shall reimburse the CONSULTANT for services under this Agreement
a lump sum of 6,000 Dollars, regardless of actual Costs incurred by the
CONSULTANT unless substantial modifications to the PROJECT are authorized
in writing by the DIRECTOR.
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
the following schedule, and full payments for each task shall not be made until the
task is completed and accepted by the DIRECTOR.
PAYMENT SCHEDULE
A. CONSULTANT shall receive a deposit of 50% of the total lump sum upon
completion of the contract.
B. Final payment of the remaining 50% of the total lump sum shall be paid
out no less than 30 days after the completion of the PROJECT.
5. 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.
6. 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.
7. 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.
8. 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
50111, 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.
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9. 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.
10. 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.
11. INSURANCE
CONSULTANT shall provide, maintain and pay for during the term of this Agreement
the following types and amounts of insurance:
A. Comprehensive Liability. 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.
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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.
D. Professional Liability. The CONSULTANT shall carry CONSULTANT's
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
claim. A Certificate of Insurance shall be submitted to the DIRECTOR as
evidence of insurance protection. The policy shall not be modified or terminated
without thirty (30) days prior written notice to the DIRECTOR.
12. CONSTRUCTION MEANS, METHODS, TECHNI_V_UE& SEQUENCES,
PROCEDURES AND SAFETY
The CONSULTANT shall not have control over or charge of and shall not be responsible
for construction means, methods, techniques, sequences or procedures, or for safety
precautions and programs in connection with the construction, unless specifically
identified in the Scope of Services.
13. NONDISCRIMINATION/AFFIRMATIVE ACTION
The Consultant will not discriminate against any employee or applicant for employment
because of race, color, religion, sex, national origin, age, ancestry, order of protection
status, familial status, marital status, physical or mental disability, military status, sexual
orientation, or unfavorable discharge from military service which would not interfere
with the efficient performance of the job in question. Consultant shall take affirmative
action to comply with the provisions of Elgin Municipal Code Section 5.02.040 and will
require any subcontractor to submit to the City a written commitment to comply with
those provisions. Consultant shall distribute copies of this commitment to all persons
who participate in recruitment, screening, referral and selection of job applicants and
perspective subcontractors. Consultant agrees that the provisions of Section 5.02.040 of
the Elgin Municipal Code, 1976, as amended, is hereby incorporated by reference, as if
set out verbatim.
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
race, color, religion, sex, national origin, age, ancestry, order of protection status, familial
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status, marital status, physical or mental disability, military status, sexual orientation, or
unfavorable discharge from military service.
Any violation of this paragraph 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 agree 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
A
This Agreement and its attachments constitute 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. 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.
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 720 ILCS 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;
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D. the vendor's internal complaint process including penalties;
E. the legal recourse, investigative
Illinois Department of Human
Commission;
and complaint process available through the
Rights, and the Illinois Human Rights
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).
25. SUBSTANCE ABUSE PROGRAM.
As a condition of this agreement, CONSULTANT shall have in place a written substance
abuse prevention program which meets or exceeds the program requirements in the
Substance Abuse Prevention Public Works Project Act at 820 ILCS 265/1 et seq. A copy
of such policy shall be provided to the City's Assistant City Manager prior to the entry
into and execution of this agreement.
26. 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.
27. 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
City of Elgin
150 Dexter Court
Elgin, Illinois 60120-5555
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B. As to the CONSULTANT:
28. 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.
29. COUNTERPARTS AND 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. This Agreement may be
executed electronically, and any signed copy of this Agreement transmitted by facsimile
machine or email 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 facsimile machine
or email shall be considered for these purposes an original signature and shall have the
same legal effect as an original signature.
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 ELGI.
By: G
Ul
Richar i. Kozal, City Manager
Attest:
City Clerk
CONSULTANT:
go
Name/Print: Edvin Ortega
President
Title:
FALegal Dept\Agreement\CONSULTANTAGREEMENT-FORM-CURRENT 5-3-22.docx
In
ATTACHMENT A
SCOPE OF SERVICES
CONSULTANT RIDER/REQUIREMENTS OF THE CITY:
1. Provide a 4ft table
2. Atleast 16 x 12ft of clear stage space.4x Stool sat least 2.5 feet tall.
3. 4 x on stage towels.
4. 4 x on stage water bottles.
5. Electronic fans on stage (when available)
6. Please provide a quick costume change area
SOUND
1. 4xWireless Microphones
2. 1 xHand-held wireless back up mic and stand (placed off stage).
3. 4xMonitors (one for reach performer) sufficient to allow performers to hear
audio playback and their vocals.
4. The show works best with a combination of wedges and In -Ear Monitors.
Ideally this is provided by venue, if this is not the case please advise.
5. 4xStraight mic stands with round bottoms.
6. Sophisticated sound system with MP3 (iPhone, laptop, or iPad) input and all
other necessary cables, speakers, and performance requirements.
VIDEO
1. When available, the show can implement video content to accompany the
performance
2. Video Option 1: LED screen, Video Wall, or Projector is built in/ provided by the
venue.
3. Video Option 2: Provide 4 (or as many as available) flat screen TV Monitors on
stands or attached to the wall for video content (55" screens preferable) Please
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Make sure you have all the correct Splitters, adapters, HDMI cables, Cat 5 Long
enough to connect to Laptop at control table.
LIGHTING
1. Standard Theatrical Stage Lighting.
2. Think 90s Boy Band Concert. Lots of bright colors.
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4. When available, please provide Specials, Cans, Haze, Gobos, Mirror Ball,
Strobe, etc. mind the need for differentiation between up tempos, and ballads.
DRESSING AREA
1. Standard dressing room(s) or private area with lighting and mirrors.
2. Clothing racks to accommodate costuming.
3. Bottled water in the dressing room(s) at rehearsal and for each performance.
4. Towels to accommodate the cast.
SOUND CHECK
1. Minimum1-hour rehearsal with full tech, tech operator(s) and stage manager(s).
Rehearsal should be completed in time to allow for at least 2 hours free time
prior to performance of the show).
OPERATORS
1. 1 x Qualified sound tech operator.
2. 1 x Additional operator to play music cues.
(The presenter provides at least one person in charge of technical support and
in some cases (at the discretion of the group) another qualified person to act as
a show runner, to interpret cues from the stage to the technician.)
CONSULTANT WILL PROVIDE THE FOLLOWING SERVICES TO THE CITY:
Travel:
o CONSULTANT will book all travel and accommodations necessary and
provide details to the CITY no less than 4 weeks in advance.
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■ General expectations:
o Arrival time of no less than 1 hour before the load -in time.
o Arrive prepared and ready to perform, as necessary.
o Communicate in a timely manner regarding any issues, unexpected
occurrences, etc. Elect one person within the group to serve as the point
of contact.
o Point person on the day of the event- Val Jenig, Special Event
Coordinator.
■ Performance expectations:
o Total performance time to be decided in conjunction with the
CONSULTANT based upon PROJECT timeline. This will be confirmed no
less than 4 weeks before the PROJECT is set to occur.
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ATTACHMENT B
PROJECT SCHEDULE
July 4th 2023
Event timeline: 5:00pm-9:00pm
Event Location: Festival Park, 132 South Grove Ave, Elgin, IL, 60120
Day Of Schedule:
1. 20 min of setup
2. 10 min sound check
3. Performance
4. Strike 10-20 min
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