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HomeMy WebLinkAbout23-0501 ITS - RJ Gartner ConsultingAGREEMENT THIS AGREEMENT ("Agreement") is made and entered into this 1st day of May, 2023, by and between the CITY OF ELGIN, an Illinois municipal corporation (hereinafter referred to as "CITY") and RJ GARTNER CONSULTING, an Illinois Corporation (hereinafter referred to as "CONSULTANT"). WHEREAS, the CITY desires to engage the CONSULTANT to furnish certain professional services relating to an audit of the City's bills from AT&T (hereinafter referred to as the "PROJECT"); and WHEREAS, the CONSULTANT represents that it is in compliance with State and local laws relating to professional registration of individuals and has the necessary expertise and experience to furnish such services upon the terms and conditions set forth in this Agreement. 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: 1. SCOPE OF SERVICES A. All work hereunder shall be performed under the direction of Aaron Cosentino, Chief Technology Officer of the CITY (hereinafter referred to as the "DIRECTOR"). B. The CONSULTANT shall perform the Phase 1 services for the PROJECT specified in the Scope of Services, which is attached hereto as Attachment A, including, but not limited to: 1. Review all billing received by the CITY from AT&T. 2. Compile all billing account numbers and describe each service billed by AT&T. 3. Work with the DIRECTOR to review bills received by the CITY from AT&T. 4. Prepare list of monthly and annual billing from AT&T to the CITY. 5. Describe what each AT&T account is for. 6. At the end of the project, compile a list detailing all the AT&T accounts, the monthly billing for each account, and the total billing from AT&T for each account. 7. Determine what next steps should be taken. C. In the event the City elects to retain the CONSULTANT for Phase 2 and/or Phase 3 services identified in Attachment A hereto, such additional services will require a written amendment to this Agreement executed by the parties. 2. SCHEDULE CONSULTANT shall perform the Phase 1 services for the PROJECT within two (2) months of the entry and execution into this AGREEMENT. 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 A. The CITY will pay the CONSULTANT a monthly sum of One Thousand Five Hundred Dollars ($1,500.00) for two months for a total of Three Thousand Dollars ($3,000.00) for services satisfactorily rendered to and accepted by the CITY within thirty (30) days after receipt and approval of an invoice by the CITY. B. Any payments made by the CITY to the CONSULTANT for services performed pursuant to this Agreement expressly disclaim any other costs incurred by the CONSULTANT, which shall be exclusively borne by the CONSULTANT, unless the parties otherwise agree in writing. 5. INVOICES A. The CONSULTANT shall submit invoices in a format approved by the CITY. 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. -2- 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 this Agreement is terminated, the CONSULTANT shall be paid for services actually performed and reimbursable expenses actually incurred prior to termination. 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 parry 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 3 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. 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 -3- 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 8 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. 12. 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. 13. DELEGATIONS AND SUBCONTRACTORS -4- 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. 14. NO CO -PARTNERSHIP OR AGENCY This Agreement does not and shall not be construed so as to create a partnership, joint venture, employment or other agency relationship between the parties hereto. 15. 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. 16. 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. 17. MODIFICATION OR AMENDMENT 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. 18. APPLICABLE LAW This Agreement is 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. 19. WRITTEN COMMUNICATIONS All recommendations and other communications by the CONSULTANT to the DIRECTOR or other CITY officials or employees shall be made or confirmed in writing. 20. 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: -5- A. As to the CITY: Aaron Cosentino Chief Technology Officer City o.fElgin 150 Dexter Court Elgin, Illinois 60120-5555 With a copy to: Corporation Counsel City of Elgin 150 Dexter Court Elgin, Illinois 60120-5555 B. As to the CONSULTANT: T i At 60.,, e T-t_ &O t 77 21. 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 he 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. 22. 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 -6- of any party on a copy of this A&qeement 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 0 T By: Richard G. Kozal, City Manager CONSULTANT: 7a!mi, rint-: Titt 4— Lepl DcptVkgMrDM1W Gartner COMWD9 Agr-AT&T BiH Review-acan-4-13-23.docx -7- ATTACHMENT A SCOPE OF SERVICES ATTACHMENT B PROJECT SCHEDULE