INCompliance > aly 14, 2022 YIAE-MAIL: Director Shelly Dusek Human Resources/Labor Relations Director Benefits Administration dduscks@kalamazoocity.ong Re: Investigator Services Engagement Letter Dear Director Dusek: ‘As you requested, this leer isan engagement letter forthe City of Kalamazoo (“the City") to engage BEyond Consulting Group, LLC da INCompliance Consulting ‘TNCompliance”) to provide Investigator services, as described further below. This leter will describe the bass on ‘which we wil provide these services othe City. For the purposes ofthis engagement, we willbe ‘your primary contacts, and we understand that you willbe our primary contact withthe City. ‘Services to Be Provided. INCompliance will provide investigator services in a case involving wo Department of Public Safety employees We will provide tained investigators to review the complaint, conduct party and witness imerviews, gather other relevant evidence, and prepare an investigative report according to your polities and procedures. Our report will including findings of fact and a determination a5 to ‘whether your policies and procedures were violated, The primary investigators for this matter will be Melissa Carleton and Rob Kent, and they will each their determinations by agreement. ‘You may limit or expand te seope of our services at any time, provided that itis by mutual consent and agreed upon in writing, Should a matter lead to any internal, administrative, or court proceedings our services will inlude time spent in relation to those proceedings. ‘The City agrees to consult with us as necessary regarding the policy and procedures that the Cty has established to help INCompliance comply withthe procedures used by the City for such cases, Based on your request and our recent conflict check, we will open a mater at this time ‘entitled “Public Safety Personnel Investigation,” the services for which will be performed according to the terms ofthis engagement leter. Billing Practices and Manner of Payment, With respect to ou fees, ou billing statements include a description of work performed, the amount of time expended, and disbursements incurred on City's behalf Gany),City of Kalamazoo July 14,2022 Page 2 ofS Rates, INCompliance charges for these services using hourly rates in effet at the time the services are rendered. Currently ur investigator services range from $225 to $340 per hour, with Melissa Careton’s rate being $340 per hour and Rob Kents rate being $335 per hour. The rates depend onthe individuals level of experience. The houely rates of our consultants are periodically reviewed and adjusted to reflect the cutent cost and expertise of delivering comparable services. In writing reports and other related documents, we often use a less expensive colleague t help draft things t0 keep the cost down and where itis efficient to da 80, Those cous range from $225, to $310 per hour, depending on experience. In such eases, the colleagues are fully supervised by the investigators ‘Taavel Expenses. Any, We expect that much of this investigation may be performed through remote communications technology. To the extent that i the ease, we do not expect to incur any travel expenses with regard to out services. If you would lke us to tavel to complete the services, we bill our usual hourly rate for travel time for in-person conferences and hearings, if necessary, but note that our consultants are instructed to use travel time for substantive work ‘when possible (such as conference calls or dictation), and when that substantive work relates to other clients, the City would not be billed for the concurrent travel time at all. The City would be billed for travel expenses, including mileage. Melisa is based in Columbus, Ohio and Rob is ‘based in Lansing, Michigan, We would consult with you prior to aeranging any travel Disbursements. We generally include disbursements and charges, including travel (Gooluding mileage at the current LR.S, rvimburscment rac), scertarial overtime charges, messenger fees, postage and shipping charges and similar items on our invoices. Invoiees for services and disbursements willbe rendered monthly, and will be payable within 30 days. If our invoices are not paid in a timely manner, we reserve the right to withdraw from the engagement Aso, any objection tothe invoice must be brought to our attention within 60 days of the invoice date [No Retainer. As the City is a public entity, no retainer is required inthis matter. Contractor Status. 1NCompliance does not have any authority to bind or commit the City to any contractual or other obligation in any respect. As required by federal civil rights law, the City will supervise INCompliance’s work to ensure compliance withthe City's policies and procedure However, the findings made by the investigators willbe entirely based onthe evidence collected ‘during the investigation. The City and the investigators agree that there is no presupposed ‘outcome, and that the investigators are to make no factual determinations until the fat-gathering portion of the investigation has concluded. If You Become Dissatisfied. (fat anytime during ths eationship you become dissatisfied with four work, we urge you to contact the undersigned or the co-leader of the Higher Education consulting team, Josh Nolan, to seek a mutually satisfactory resolution of your concer. You agree that in expressing your dissatisfaction, you will not attempt to pressure a consultant to reach ‘any particular conclusion ina particular case.City of Kalamazoo Sly 14,2022 Page 3 ofS Termination ofthe Relationship. You may terminate his engagemeat for any reason upon writen notice to INCompliance. Immediately after receiving such natice, INCompliance will cease to render addtional services and will cooperate with the Cty in facilitating the orderly transfer of files and records tothe City, subject t, if appropriate, resolution of any outstanding financial INCompliance may withdraw ftom this agreement for good cause or with the Ciy's consent. Ifthe City fails to meet is obligations with respect to this engagement and continues to fal to do so after eceiving written notice of tha failure from INCompliance then INCompliance will have the right to end the relationship and ths eter agreement. ‘Termination of our engagement does not relieve the City ofthe obligation to pay all fes due for services rendered and disbursements incurred before termination and during an orderly transition ofthese service. Inthe event the City owes INCompliance fes o costs, INCompliance will have the right to retain all files and documents related tothe services until all, ora satisfactory agreement for, payment i teccived or approved Retention and Disposition of Documents; Confidentiality. NCompliance will sbiée by the requirements st forth within Atachment A t this engagement letter. When our services to you in this or any particular matter terminates, we will consult with you regarding having the City’s papers and property returned to you. If you do nat respond, you agree we may’ upon reasonable otis dispose of auch papers end propery. Subject to Attachment A, cur own fle pertaining ‘the matter willbe retained by INCompliance. These INCompliance files include, for exampl administrative records, time and expense reports, personnel and staing materials, and ereit and accounting records; and work product such as drafts, notes, interal memoranda, and research prepared by or for the internal use of the consultants. All such documents retained by INCompliance may be transfered tothe person responsible for administering our record retention program. For various reason, including the minimization of unnecessary storage expenses, we reserve the righ o destroy or otherwise dispose of any such documents or other materials retained by us within a reasonable time after the termination of the engagement. INCompliance understands that the City andior its counsel may provide INCompliance With ertain information and materials developed in anticipation of litigation that may be protected by the attorney-client privilege andlor the work product doctrine. INCompliance agrees to teat such materials as confidential and subject to privilege. TNCompliance recognizes that documents related to this investigation may be public records. INCompliance will assist the City in complying with any public records request. Insurance Coverage. The Cty may have commercial general lability or othe insurance coverage Which may provide Some reimbursement forthe services associated with our engagement. We urge you to contact your insurer or broker to determine the nature of the epplicable coverage, if any. It isthe City’s responsibility to pay INCompliance for services rendered, and to obtain reimbursement fom the insurer, unless other arangements are made in writing. with INCompliance.City of Kalamazoo July 14,2022 Page 40f5 ‘Representations. By signing this agreement, you represent that you have the authority to enter into such agreement on behalf of the Cty and that entering into this agreement complies with any legal requirements that apply tothe City to enter inta such agreement. Conclusion. Should you ever have any questions concerning tis engagement lter, including the attachments hereto, or in respect ofthe manner in which we are continuing ou relationship with you, please do not hesitate to contact us. We appreciate this opportunity and look forward to assisting your institution. Very Ty Yous, YP, a Ly WMybiaw Nf Clin Rott Kest Melia Caton Senor Corsten Senior Const Agreed by C Dut AN L calrtpoon Name:_Thelly Duseke ia tie HO DerfaeCity of Kalamazoo July 14,2022 Page Sof S Attachment A ADDITIONAL TERMS & CONDITIONS In accordance with the engagement leter INCompliance and the City of Kalamazoo, Michigan (the Client”) dated July 14, 2022 (the “Engagement Letter”), the Parties expressly agree 1. Defined Terms 8 “Clint Data” means all non-public, confidential and proprietary information that is not made publicly available by the Clint, including but not imited to Client’ business, administrative ‘and Financial data, patient, and personne data 2. Data Privacy 4 __ INCompliance wil use Client Data only for the purpose of fulfilling its duties outlined in the Engagement Letier and will nt share such Client Data with or disclose it to any third party ‘without the prior writen consent ofthe Client, except as provide for inthe Engagement Letter or as otherwise required by law or legal process. b, __ Client Data will not be stored outs the Client. the United States without prior written consent fom €. __ INComplianze will ute the Client Dats only for the purpose of performing services under the Engagement Letter forthe Clients benefit, and will not share such data with or disclose ito ny third party except as provided for inthe Engagement Letter, required by law or legal process, ‘or authorized in writing by the Client. 3. Data Security. INCompliance will store and process Client Data using appropriate ‘administrative, physical, and technical safeguards, designed to protect such Client Data from ‘unauthorized acces, disclosure, alteration, and use. ‘Such measures willbe no less protective than those used to protect INCompliance's own data of a similar type, and in no event less than reasonable in view ofthe type and nature ofthe data involved. INCompliance will use reasonable and appropriate security fools and technologies such as anti-virus protections and intrusion detection methods in providing services outlined in the Engagement Leter, 4. Clignt Data Return oF Destruction Upon Termination or Expiration, Upon termination of ‘expiration of the Engagement Lette, as directed by the Client in writing, INCompliance will ‘securely return or destroy the Client Data received from Clint, excep tothe extent INCompliance is required to maintain such Client Data as a matter f law or legal process. In the event tha the Client requests destruction ofits Client Data, as permitted hereunder, INCompliance agrees to securely destroy the Client Data (unless and to the extent that Client Data is required to be ‘maintained under law olga process) in INCompliance’s possession and inthe possession of any subeontractors or agents to which INComplianee has transfered Client Data, INCompliance agrees to provide reasonable documentation of such Client Data destruction tothe Client.