17-80 Resolution No. 17-80
RESOLUTION
AUTHORIZING EXECUTION OF PROFESSIONAL SERVICES AGREEMENT
WITH CURALINC, LLC d/b/a CURALINC HEALTHCARE FOR
2017 EMPLOYEE ASSISTANCE PROGRAM
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 a Professional Services Agreement on behalf of the City of
Elgin with Curalinc, LLC d/b/a Curalinc Healthcare for 2017 Employee Assistance Program, a
copy of which is attached hereto and made a part hereof by reference.
s/David J. Kaptain
David J. Kaptain, Mayor
Presented: June 14, 2017
Adopted: June 14, 2017
Omnibus Vote: Yeas: 8 Nays: 0
Attest:
s/Kimberly Dewis
Kimberly Dewis, City Clerk
PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT made and entered into this 14th day of June, 2017, by and between
the CITY OF ELGIN, an Illinois municipal corporation (hereinafter referred to as "CITY") and
Curalinc, LLC.d/b/a Curalinc Healthcare(hereinafter referred to as "CONSULTANT").
WHEREAS, the CITY desires to engage the CONSULTANT to furnish certain professional
services in connection with Employee Assistance Program (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: 17-013 for: 2017 Employee Assistance Program
(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 matters involved in 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 Human Resources
Director of the CITY,herein after referred to as the "PROJECT MANAGER";
b. Confer with the City to develop policies and procedures relative to the operation of the
EAP'
c. Provide specific assistance to City employees and members of their immediate families
who have been referred to EAP or who request such services;
d. Counsel and encourage the City employees to proceed with a course of assistance by
referring the individual to clinical or support organizations and medical professionals;
e. Remain cognizant of the City's insurance benefits program;
f. Provide follow-up procedures as are necessary to monitor referred employees;
g. Prepare quarterly on the caseload activities of the selected firm;
h. Supply City of Elgin with all brochures, posters and literature regarding the EAP
program;and
i. Upon request of the City,provide referrals to third parties for psychological fitness for
duty evaluations,organization development,and organizational consulting.
j. Provide all services detailed in the proposal response dated March 14, 2017, including
but not limited to"A-4, Scope of Required Services"attached hereto and incorporated
herein.
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2. PROGRESS REPORTS
a. The CONSULTANT will submit to the PROJECT MANAGER periodic status reports,
as requested.
3. WORK PRODUCTS
All work products prepared by the CONSULTANT pursuant hereto including, but not
limited to, drawings, designs, calculations, documents, photographs, and
recommendations, shall be the property of the CITY and shall be delivered to the CITY
upon request of the PROJECT MANAGER provided, however, that the 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
The CITY shall pay the CONSULTANT for the services to be provided pursuant to this
Agreement the annual amount of$11,758 for each year of this Agreement.The CITY shall
make periodic payments to the CONSULTANT based upon actual work performed within
thirty(30)days after receipt and approval of an invoice.
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 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 thirty(30)days prior written notice to
the CEO without penalty. In the event that this Agreement is so terminated,
CONSULTANT shall be paid for goods provided and/or services actually performed, and
reimbursable expenses actually incurred as may be specifically provided for herein prior
to such termination,except that such payment and/or reimbursement shall not in any event
exceed the total amount set forth for the total contemplated payment provided for herein.
Additionally, in the event this Agreement is so terminated CONSULTANT. shall
immediately cease the expenditure of any funds paid to CONSULTANT. by the City and
shall refund to the City any unearned or unexpended funds.
7. 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 Article 6, shall be deemed
concluded four (4) years from the start date. 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 MANAGER and
the CONSULTANT. Regardless of the decision of the PROJECT MANAGER relative to
a claim submitted by the CONSULTANT, all work required under this Agreement as
determined by the PROJECT MANAGER 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 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(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 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 andlor 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 Certificate of Insurance which shall include Contractual obligation assumed by the
CONSULTANT under Article 10 entitled "Indemnification" shall be provided. The
policy shall not be modified or terminated without thirty (30)days prior written notice
to the DIRECTOR
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. CONSTRUCTION MEANS METHODS,TECHNIQUES,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.
14. NONDISCRIMINATION
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, 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.
15.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.
16.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 CTTY's advanced written approval.
17. 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.
18. 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.
19. 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.
20. MODIFICATION OR AMENDMENT
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.
21. 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.
22.NEWS 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.
23. COOPERATION WITH OTHER CONSULTANTS
The CONSULTANT shall cooperate with any other consultants in the CITY's employ or
any work associated with the PROJECT.
24.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.
25. 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 ILCS 5/2-105.
26. WRITTEN COMMUNICATIONS
All recommendations and other communications by the CONSULTANT to the PROJECT
MANAGER and to other participants which may affect cost or time of completion of the
PROJECT shall be made or confirmed in writing. The PROJECT MANAGER 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:
As to CITY As to CONSULTANT
Gail Cohen Sean Fogarty
Human Resources Director CEO
150 Dexter Court Curalinc, LLC.
Elgin IL 60120-5555 8707 Skokie Blvd Suite 109
Skokie IL 60077
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,
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 of 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 CONSULTANT. to determine CONSULTANT 's compliance with the
provisions of this section. In the event the CITY proceeds with such an audit
CONSULTANT. shall make available to the CITY Curalinc Inc.'s relevant records at no
cost to the CITY. 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 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 parry 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.
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Richard G. Kozal
City Manager
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