05-253 Resolution No.05-253
RESOLUTION
AUTHORIZING EXECUTION OF AN AGREEMENT WITH
SEYFARTH SHAW FOR HARASSMENT TRAINING
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS,that
Olufemi Folarin,City Manager,and Dolonna Mecum,City Clerk,be and are hereby authorized and
directed to execute an Agreement with Seyfarth Shaw on behalf of the City of Elgin regarding
harassment training, a copy of which is attached hereto and made a part hereof by reference.
s/Ed Schock
Ed Schock, Mayor
Presented: August 24, 2005
Adopted: August 24, 2005
Omnibus Vote: Yeas: 7 Nays: 0
Attest:
s/Dolonna Mecum
Dolonna Mecum, City Clerk
Seyfarth
Shaw atWork
WORKRIGHT TRAINING LLC
TERMS&CONDITIONS FOR LEADER LED TRAINING
City of Elgin
These Terms and Conditions("Terms")shall be applicable for all training and other services provided by or to be provided
by WORKRIGHT TRAINING LLC("WorkRight")to the Client identified on the Order Form to which these Terms and Conditions
are attached(the"Client").
I. WORKRIGHT SERVICES AND FEES roms, guides, presentation materials, releases,
educational materials including participant guides and
1.1. Services. WorkRight shall provide the training services kits used in connection with the Training (the
("Training")for Client as described on the Order Form. "Materials").
1.2. Fees Client agrees that it will be billed for Training as 2.2. Limitation on Use. Client may use the Materials
set out on the Order Form, and that it shall pay all fees solely and exclusively for its internal use in connection
and costs due to WorkRight within 30 days of receipt of with the Training. Client shall not (i) reproduce the
an invoice from WorkRight. Materials or any portions thereof or otherwise use the
1.3. Training Hours. For purposes of all Training, Materials except as expressly permitted by WorkRight,
"Training Hours" are defined as the actual scheduled (ii)record or videotape on any medium the Materials or
the Training,or(iii)conduct training using the Materials
hours of training taught within the same continuing
without the express written permission of WorkRight.
eight (8) hour period as set forth on the Client's final
schedule prior to the start of the first class. The parties III. DISCLAIMER OF WARRANTIES
agree that Training Hours include actual scheduled
training time and "down time" between scheduled 3.1. Conditions of Agreement. Client acknowledges and
training times within an 8 hour period (whether or not agrees that:
the 8 hour period spans over two calendar days).
(a) WorkRight does not and cannot warrant that the
1.4. Cancellation and Order Chances. Client shall Materials or Training are representative of or
be responsible for payment of 100% of all training indicative of a legal standard, either generally, or as
rates/fees for any training session cancelled in writing may be determined by any judicial, professional or
by Client within seven (7) or less days notice to administrative body;and
WorkRight (not including the first day of training.
Client agrees that it shall be responsible for payment of (b) the Materials, or any interpretive standards or
50%of all Training rates/fees for any Training session advice with respect thereto given by WorkRight, are
cancelled in writing by Client within eight (8) and not professional legal judgment or advice with
fourteen (14) days notice to WorkRight(not including respect to any matters.
the first day of training). Client agrees that it shall be
responsible for payment of 25% of training/fees for all 3.2. Disclaimer — General. THE PARTIES AGREE
training sessions cancelled in writing by Client within THAT EXCEPT AS EXPRESSLY PROVIDED
fifteen (15) and twenty-one (21) days notice (not HEREIN, WORKRIGHT MAKES NO
including the first day of training). If Client cancels a WARRANTIES, EITHER EXPRESS OR IMPLIED,
Training session at any time, Client shall pay all WITH RESPECT TO THE MATERIALS, THE
expenses WorkRight has incurred including, but not TRAINING OR ANY OTHER SERVICES THAT
limited to, design charges, materials specifically MAY BE PROVIDED BY WORKRIGHT
prepared by WorkRight for Client, shipping expenses, HEREUNDER. FURTHERMORE, WORKRIGHT
or any other fees appearing on the attached rate sheet. EXPRESSLY EXCLUDES AND DISCLAIMS THE
1.5. Consent to Subcontract. Client agrees that IMPLIED WARRANTIES OF MERCHANTABILITY
WorkRight may subcontract services to persons or AND FITNESS FOR A PARTICULAR PURPOSE
companies qualified and certified by WorkRight to AND ANY OTHER WARRANTIES, EXPRESS OR
provide services on WorkRight's behalf. IMPLIED, WITH RESPECT TO THE MATERIALS,
TRAINING AND ANY OTHER SERVICES
II. OWNERSHIP AND USE OF MATERIALS PROVIDED HEREUNDER.
2.1. Ownership of Materials. WorkRight or its third party
licensors own the copyrights, trademarks and all other
intellectual property rights in the videocassettes, cd-
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Please sign and fax back to Seyfarth Shaw at Work,Contract Administrator,312-269-8869.
IV. CONFIDENTIAL INFORMATION is expressly in lieu of all other damages for non-delivery
of goods and/or services.
4.1. Confidential Information. Confidential Information is
defined as the Materials and any written or oral 5.3. Injunctive Relief. Client understands and
information that is disclosed by WorkRight as part of acknowledges that in the event of a breach or threatened
the Training. Confidential Information shall include, breach of the provisions of Articles II or V of these
without limitation, training methodologies; procedures; Terms, WorkRight will be entitled, in addition to any
know-how; marketing data; business strategies; client other rights or remedies at law and equity, to seek
lists;and any other confidential information of,about,or injunctive relief against Client without the necessity of
concerning the business, products, services, research or posting a bond,to prevent the irreparable harm that such
development of WorkRight. Confidential Information breach or prospective breach may cause.
shall not include any information which: (i)was in the
public domain at the time of its disclosure to Client by VI. INDEMNIFICATION
WorkRight; (ii) becomes part of the public domain 6.1. Indemnification by WorkRight. WorkRight agrees
through no fault of Client; (iii) becomes available to to defend and indemnify Client against a claim that the
Client on a non-confidential basis subsequent to its Material or Training infringes an intellectual property
disclosure to Client by WorkRight, but only if the right provided that:(a)Client notifies WorkRight within
source of such information is not in direct or indirect fifteen (15) days of the claim; (b) WorkRight has sole
violation of confidentiality,contractual,legal, fiduciary, control of the defense and all related settlement
or other obligations; or (iv) is explicitly approved for negotiations, and (c) Client provides WorkRight with
release by written authorization of WorkRight. the assistance, information and authority necessary to
4.2. No Disclosure. Unless otherwise previously authorized perform WorkRight's obligations under this Section.
in writing by WorkRight, Client agrees to retain the WorkRight shall have no liability for any claim of
Confidential Information in confidence, not to disclose infringement based in whole or in part upon (i) the
the Confidential Information to any third party and not modification of the Training or Materials by anyone
to use the Confidential Information for any purpose other than WorkRight or(ii)the use of the Materials or
other than in accordance with these Terms. Training,or any portion thereof:(a)outside the scope of
this Agreement,or(b) in a manner for which it was not
4.3. No License. Client acknowledges and agrees that all designed or specified by WorkRight. This Section 7.1
Confidential Information is, shall be and shall remain states WorkRight's entire liability and Client's exclusive
the exclusive property of WorkRight or its Licensors. remedy for infringement.
Client hereby agrees not to reproduce, modify or
attempt to recreate all or any portion of the Confidential VII. MISCELLANEOUS
Information in any form. 7.1. No Assignment. This agreement may not be assigned
V. REMEDIES/LIMITATION OF REMEDY or otherwise transferred by the Client to any other
person, firm or entity without the prior written consent
5.1. Limitation of Liability. Except as provided in this of WorkRight which may be granted or denied at
Section IX, WORKRIGHT'S ONLY LIABILITY WorkRight's sole discretion.
UNDER THESE TERMS SHALL BE FOR FAILURE
TO DELIVER THE MATERIALS OR TRAINING 7.2. Inconsistency. In case of any inconsistency between
SPECIFIED ON THE ORDER FORM. CLIENT'S any proposal(s) or logistics/pricing sheets, Rate Sheets,
DAMAGES FOR NON-DELIVERY OF MATERIALS or Order Forms, or other communications,these Terms
OR SERVICES ORDERED HEREUNDER ARE shall control unless otherwise expressly agreed in
HEREBY EXCLUSIVELY LIMITED TO THE FEES writing by the parties.
PAID OR TO BE PAID TO WORKRIGHT FOR SUCH 7.3. Entire Agreement. This writing incorporates by
SERVICES AND MATERIALS. IN NO EVENT reference the Order Form and Rate Sheets, and
SHALL WORKRIGHT BE LIABLE TO CLIENT OR supersedes any prior verbal or written agreements
ANY THIRD PARTIES FOR INDIRECT, relating to the Training or Materials. These Terms may
INCIDENTAL, SPECIAL OR CONSEQUENTIAL not be altered except by an instrument in writing signed
DAMAGES. by authorized representatives of both parties.
5.2. Purpose. The sole purpose of this stipulated exclusive 7.4. Severability. If any of these Terms is determined to be
remedy shall be to refund to Client any fees actually invalid or ineffective,such invalidity shall not affect the
paid or to be paid for Materials or services which are not
delivered within thirty(30)days after they are ordered, remaining provisions hereof. The titles to sections
unless a later delivery date is agreed to by the parties. hereof are for convenience only and have no substantive
This exclusive remedy shall not be deemed to have effect.
failed of its essential purpose so long as WorkRight is
willing and able to pay said fees. The foregoing remedy
2
Please sign and fax back to Seyfarth Shaw at Work,Contract Administrator,312-269-8869.
7.5. Successors and Assigns. These Terms shall be binding of mailing, (ii) if delivered by overnight courier, one
upon and shall inure to the benefit of the parties hereto (1)day following mailing,or(iii)if sent by confirmed
and their respective permitted successors and assigns. telecommunication, one (1) business day following
receipt by the addressee. All notices to WorkRight
7.6. No Waivers. In the event either of the parties shall at shall be addressed as follows:
any time waive any of its rights or obligations under
these Terms, such waiver shall not be construed as a WorkRight LLC
continuing waiver of the same rights or obligations or a 55 East Monroe Street,Suite 4200
waiver of any other rights or obligations. Chicago,Illinois 60603
Facsimile: 312-269-8869
7.7. Independent Contractors. These Terms do not Attention: Director of Operations
constitute Client as the agent or legal representative of
WorkRight or WorkRight as the agent or legal 7.12. No Legal Services. CLIENT AGREES THAT THE
representative of Client for any purpose whatsoever. No SERVICES TO BE RENDERED BY WORKRIGHT
joint venture or partnership between Client and PURSUANT TO THESE TERMS ARE NOT LEGAL
WorkRight is intended or shall be inferred. SERVICES, AND CLIENT DOES NOT LOOK TO
7.8. Survival. Articles II, V and VII shall survive after WORKRIGHT AS ITS ATTORNEY WITH
WorkRight completes the Training and shall remain in RESPECT TO THOSE SERVICES. NO
full force and effect. ATTORNEY-CLIENT RELATIONSHIP IS OR
SHALL BE CREATED BETWEEN CLIENT AND
7.9. Choice of Law. These Terms shall be deemed WORKRIGHT OR WORKRIGHT'S PARENT
executed in and shall be interpreted and construed in ENTITY, SEYFARTH SHAW LLP AS A RESULT
accordance with the laws of the State of Illinois. OF WORKRIGHT'S SERVICES. CLIENT
FURTHER ACKNOWLEDGES AND
7.10. Client List. Client understands that upon inception of UNDERSTANDS THAT IT WILL NOT BE
training and consulting services,WorkRight shall have NECESSARY TO ITS PARTICIPATION IN
the right to include Client's name on WorkRight's TRAINING FOR IT TO IMPART TO WORKRIGHT
promotional list of training clients. If Client wishes ANY INFORMATION OF A CONFIDENTIAL,
not to have its name appear on such promotional PROPRIETARY OR PRIVILEGED NATURE AND,
material, Client shall send such request in writing to THAT IF IT OR ANY OF ITS REPRESENTATIVES
WorkRight as specified in Section 7.11. below. IMPARTS ANY INFORMATION OF SUCH
NATURE, IT OR THEY DO SO AT THEIR OWN
7.11. Notices. All notices, demands and other RISK AND WORKRIGHT SHALL BE UNDER NO
communications hereunder shall be in writing or by OBLIGATION TO MAINTAIN THE
written telecommunications, and shall be deemed to CONFIDENTIALITY OF, OR PRIVILEGE IN,ANY
have been duly given: (i) if mailed by certified mail, SUCH INFORMATION, EXCEPT AS OTHERWISE
postage prepaid,on the date five(5)days from the date PROVIDED IN THESE TERMS.
IN WITNESS WHEREOF,the parties have caused this Agreement to be executed by their duly authorized representatives as of the
Order Form Effective Date:
CLIENT WORKRIGHT/JILLC/ /
By: ' 4 �---/
Client e: ��� �►- �Cz •�,�//
By: Name: 14.t/, Sa ...
Name: Vv Title: f rr
Title: \ite4 A--k Date: 7/Lr/,-s
Date:
3
Please sign and fax back to Seyfarth Shaw at Work,Contract Administrator,312-269-8869.
Seyfarth
Shaw atWork WORKRIGHT TRAINING LLC
ORDER FORM#1 for City of Elgin
This Order Form, effective as of the last signature date set forth below (the "Order Form Effective Date"),amends the Terms&
Conditions between WorkRight Training LLC and City of Elgin ("Client") dated April 12, 2005. By this Order Form, Client
purchases the following:
I. TRAINING,MATERIALS,CUSTOMIZATION,AND OTHER FEES AND COSTS
Course #of Days Needed Daily Rates* Customization Fees Material Costs*
Include Manager
workbooks at$15.00
each Yes No
The Road to a Include Employee
Harassment Free 1 Da Two Trainer Model: workbooks at$11.00
Workplace—Manager y $5,500.00 per day each Yes No
and Employee (WorkRight Training
will default to a"No"
if above is not filled
out by client)
Executive Session
Harassment Prevention
Managing Within the
Law
Management Skills
Training
Managing Within a
Union Environment
Valuing Diversity in
the Workplace
Workplace
Investigations
Positive Employee
Relations
*The above listed prices/costs do not include trainer travel-related expenses and training material shipping costs. These expenses
and costs will also be billed directly to the client. ]Please Note: Trainer travel expenses will include parking fees incurred by the
trainer(s).]
II. ADDITIONAL TERMS
2.1. Rates for Training. Clients current rates for Training and Materials not included on this Order Form will be billed at the rates provided in the
enclosed Rate Sheet,and on this Order Form.
2.2. Changes in Fees and Rates. The daily rate for the above project is good for the above project only and Client rates are subject to increase to the
current WorkRight price upon notification to Client.
2.3. Customization. Customization included in the Fees and Rates includes one pre-training phone call with trainer and adding client name and/or
logo to the cover of the workbooks. Additional customization will be quoted separately.
2.4. Recommended Class Size. WorkRight recommends between 25-30 in each session.
2.5. Client Personalization for Course Workbooks. WorkRight LLC will personalize the Materials with Client logo at no additional charge. The logo
will be reversed out on the color cover. Company must receive a black and white logo in an eps file measuring no larger than 2 x 1 inches to
ensure a quality product. If Client does not approve having a reversed out logo on the cover,please do not send logo. Please email logo to
Ichristoff(i)seyfarth.com. If logo is not received from Client within two weeks of signing the agreement, or 3 weeks prior to the training,
whichever is earlier,Company will type Client name on materials as it appears on this agreement.
4
Please sign and fax back to Seyfarth Shaw at Work,Contract Administrator,312-269-8869.
Seyfarth
Shaw atWork
III. PROJECT CONTACTS(PLEASE FILL IN COMPLETELY)
Send Invoice To:
Name: Mailing Address:
Facsimile:
City/State/Zip:
Client Logistics Contact:
Name: Mailing Address:
Telephone:
Facsimile:
E-Mail: City/State/Zip:
IN WITNESS WHEREOF, the parties have caused this Order Form to be executed by their duly authorized
representatives as of the Order Form Effective Date:
CLIENT WORKRIGHT TRAINING LLC
Client Na -: Q ci_
By: 411a16,_ By: 110A-- / •
Name: L� �i �3�Zlt� Name: L IIic-- t-
Title: C Title:
Date: •�S �1S Date:
5
Please sign and fax back to Seyfarth Shaw at Work,Contract Administrator,312-269-8869.
,c,of Etc
N." Item No.
City of ElginAgenda
L
G
August 5, 2005 �
N #1
SAFE COMMUNITY
TO: Mayor and Members of the City Council
FROM: Olufemi Folarin, City Manager
Gail Cohen, Human Resources d Purchasing Director
SUBJECT: Harassment Training
PURPOSE
The purpose of this memorandum is to provide the Mayor and members of the City Council with
information to enter into a contract for harassment training with Seyfarth Shaw.
RECOMMENDATION
It is recommended that the City Council approve a contract for harassment training with Seyfarth
Shaw in an amount not to exceed $17,220.
BACKGROUND
Recent Supreme Court decisions have mandated that employers have an anti-harassment and
discrimination policy and that the policy provide an explanation of what constitutes harassment,
and contain a provision which allows for the complaining party to go outside of their department
or chain of command. Additionally, it is incumbent upon employers to confirm that the policy is
not only distributed to all employees, but that effective training of the policy is provided on a
regular basis. All too often in dealing with employees, supervisors without proper employment
law training may create catastrophic situations that can turn into expensive lawsuits, tarnish our
reputation, and waste city resources.
Seyfarth Shaw LLP, the City's employment law firm, offers supervisory harassment training that
has been endorsed by the State of Illinois Equal Opportunity Commission. Their training
module, entitled Managing Within the Law at the City of Elgin addresses critical areas and
teaches managers and supervisors to quickly identify and successfully resolve workplace issues.
The course modules are "Nuts and Bolts of Discrimination," "Interviewing for Hiring and
Promotion," "Performance Documentation, "Harassment Prevention" and "Performance
Management," which includes ADA and FMLA issues. City managers are taught how to deal
Oft- with these issues without risking personal liability or creating large-scale municipal liability.
City of Elgin policies, procedures, forms, and documents can be woven directly into the course
�.. Harassment Training
August 5, 2005
Page 2
and training materials. The training is interactive and presented by dynamic instructors and has •
been certified by the Equal Opportunity Commission as providing effective training that covers
all pertinent legal issues. Seyfarth has committed its best trainers, who are named in the
agreement, to this contract. The director of the program will also provide training when his
schedule permits.
Seyfarth Shaw shall train all employees with supervisory responsibilities. Training shall be held
in one day sessions with two trainers. Each training session costs $5,500 and no more than 30
attendees are recommended. Materials cost $8.00 per participant. The City can train all high
level management staff (about 90 people) for approximately $16,500 (three training sessions)
plus $720 for class materials.
GROUPS/INTERESTED PERSONS CONTACTED
None
pgINANCIAL IMPACT
Sufficient funds are budgeted ($21,500) and available ($21,500) in the General Fund, Human
Resources Department, Training, account number 010-0601-714.36-03, to enter into this
agreement for Seyfarth Shaw for$17,220.
vv\bpvLEGAL IMPACT
None
ALTERNATIVES
1. Enter into the Agreement as recommended.
2. Provide training through an alternative source.
Respectfully submitted for Council consideration.
GAC
Attachment