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HomeMy WebLinkAbout12-0827 SNAP Consulting la_o$a- - CITY OF ELGIN AGREEMENT WITH SNAP CONSULTING GROUP,INC. FOR DIVERSITY STRATEGY CONSULTING SERVICES THIS AGREEMENT is made and entered into this 014- day of PNA New)t,2012 by and between the City of Elgin("the CITY"),a municipal corporation organized and existing under the laws of the State of Illinois,and SNAP CONSULTING GROUP,ME.a Soli.Pr P fie""asig ationr,("the CONSULTANT'). ARTICLE I. PURCHASE. The CONSULTANT agrees to provide,and the City agrees to purchase,the services provided for herein under the terms and conditions provided for herein and pursuant to Exhibit "A", attached hereto and made a part hereof. ARTICLE It. DEFINITION. "THIS CONTRACT" as used herein shall mean this Agreement, and the CONSULTANTs Scope of Work attached hereto(Exhibit"A")and made a part hereof. ARTICLE III. DURATION AND SCHEDULE. The CONSULTANT shall provide the services at the price,schedule and other terms provided for in Exhibit"A"attached hereto and incorporated herein,on or before December 31,2012. The CONSULTANT shall commence the performance of THIS CONTRACT upon receipt of a fully executed Contract from the City. CONSULTANTS performance shall be complete when the CONSULTANT has delivered all goods and performed all services provided for herein,and CITY has accepted all such goods and services. CONSULTANT shall complete the project provided for herein on or before December 31,2012.Compensation to the CONSULTANT shall be in the amount not to exceed Five Thousand Dollars($5,000). ARTICLE IV. TERMINATION. The following shall constitute events of default under this agreement: a)any material misrepresentation made by the CONSULTANT to the CITY, b)any failure by the CONSULTANT to perform any of its obligations under this agreement including,but not limited to,the following: (i)failure to commence performance of this agreement at the time specified in this agreement due to a reason or circumstance within the CONSULTANTS reasonable control, (ii) failure to perform this agreement with sufficient personnel and equipment or with sufficient material to ensure the completion of this agreement within the specified time due to a reason or circumstance within the CONSULTANT'S reasonable control, (III)failure to perform this agreement in a manner reasonably satisfactory to the CITY,(iv)failure to promptly re-perform within reasonable time the services that were rejected by the CITY as erroneous or unsatisfactory,(v)failure to comply with a material term of this agreement,including,but not limited to the Affirmative Action requirements,and(vi) any other acts specifically and expressly stated in this agreement as constituting a basis for termination for cause. The CITY may terminate this agreement for its convenience upon fourteen(1.4)days prior written notice. ARTICLE V. DAMAGES. From any sums due to the CONSULTANT for goods or services,the CITY may keep for its own the whole or any part of the amount for expenses, losses and damages as directed by the Purchasing Director,incurred by the CITY as a consequence of procuring goods or services as a result of any failure, omission or mistake of the CONSULTANT in providing goods or services as provided in this agreement. In the event of any breach of any of the terms of this agreement by CITY,CONSULTANTS damages shall be limited to a maximum of the purchase price provided for herein,which shall be calculated on the basis of CONSULTANT'S actual compensatory damages only. CONSULTANT shall not be entitled to consequential, incidental or nominal damages for any reason. ARTICLE VI. GOVERNING LAWNENUE AND ORDINANCES. This agreement shall be subject to and governed by the laws of the United States,the State of Illinois and the City of Elgin,Illinois. Venue forthe resolution of any disputes or the enforcement of any rights arising out of or in connection with this agreement shall be in the Circuit Court of Kane County, Illinois. ARTICLE VII. SEVERAI}II„ITY. The terms of this agreement shall be severable. In the event any of the terms or provisions of this agreement are deemed to be void or otherwise unenforceable for any reason, including but not limited to any violation of any law as provided for in Article XIV herein,the remainder of this agreement shall remain in full force and effect_ ARTICLE VIII. AEFIRMATIVg ACTION. The CONSULTANT will not discriminate against any employee or applicant for employment because of race,color,religion,sex,ancestry,national origin,place of birth,age or physical handicap which would not interfere with the efficient performance of the job in question. ARTICLE. IX. ASSIGNABILITY. The CONSULTANT shall not assign, sell or transfer any interest in this agreement without prior written consent of the CITY. ARTICLE 4. AMENDMENTS. There shall be no modification of this agreement, except in writing and executed with the same formalities of the original. ARTICLE XI. NOTICES.Any notice given under this agreement shall be in writing and shall be deemed to have been given when hand delivered or deposited in the U.S. mail, certified or registered, return receipt requested,addressed,if to CONSULTANT,at PO Box 957260, Hoffman Estates IL 60195 to the attention of Phillip Reed,and if to the City,to the attention of the City Manager, 150 Dexter Court,Elgin,IL 60120 or to such other address and/or authorized representatives as either party shall designate in writing to the other in the manner herein provided. ARTICLE XII. INDEMNIFICATION, To the fullest extent permitted by law,CONSULTANT agrees to and shall indemnify, defend and hold harmless the City,its officers,employees,boards and commissions from and against any and all claims, sults,judgments,costs,attorney's fees,damages or any and all other relief or liability arising out of or resulting from or through or alleged to arise out of any acts or negligent acts or omissions of CONSULTANT or CONSULTANT'S officers, employees, agents or subcontractors in the performance of this agreement, including but not limited to, all goods delivered or services or work performed hereunder.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 termination and/or expiration of this agreement. ARTICLE XIII. PUBUCITY. The CONSULTANT may not use, in any form or medium,the name of the City of Elgin for public advertising unless prior written permission is granted by the CITY. ARTICLE XIV. APPROPRIATIONS.The fiscal year of the CITY is the 12 month period ending December 31. The obligations of the CITY under any contract for any fiscal year are subject to and contingent upon the appropriation of funds sufficient to discharge the obligations which accrue in that fiscal year and authorization to spend such funds for the purposes of the contract. 2 If, for any fiscal year during the term of the CONTRACT, sufficient funds for the discharge of the CITY'S obligations under the contract are not appropriated and authorized,then the CONTRACT shall terminate as of the last day of the preceding fiscal year,or when such appropriated and authorized funds are exhausted, whichever is later,without liability to the CITY for damages,penalties or other charges on account of such termination. ARTICLE XV. 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 U. S. Federal, State, City and other requirements oflaw, 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 CONTRACT shall be legal residents of 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 section. 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. The CONSULTANT shall pay any and all costs associated with any such audit. ARTICLE XVI. ENTIRE 4GREEMENT. This agreement embodies the whole agreement between the parties hereto. There are no other agreements, either oral or implied between the parties hereto; and this agreement shall supersede any and all previous communications, representations, or agreements,either verbal or written,between the parties. ARTICLE XVII_ INDEPENDENT CONTRACTOR. This agreement shall not be construed so as to create a joint venture,partnership,employment or other agency relationship between the parties hereto. The person signing this agreement certifies that s/he has been authorized by the CONSULTANT to execute this agreement on its behalf. IN WITNESS WHEREOF the parties have hereto set their hands the day and year first above written. CONSULTANT CITY OF ELGIN Philli• ' _ - • • ner By � By [Name and 'tie] City Manager FEIN NO.46-0849794 3 EXHIBIT A Phase One—Diversity Council Creation and Development • Work with Human Resources Director to identify city staff and members of the Human Relations Commission to serve on the Diversity Council • Provide talking points for inclusion in an introductory letter to the Diversity Council • Develop assessment questions, provided in writing to the Human Resources Director, for Diversity Council members • Distribute, collect and analyze assessment questionnaires for each Diversity Council member and provide written analysis to Human Resources Director Phase One shall be completed by September 30, 2012. The Consultant shall submit an invoice for$2,500 at the beginning of Phase One. Phase Two—Program Design • Schedule and run a kick off meeting and program design meetings with the Diversity Council at which: o The role of the Diversity Council will be defined o A mission and vision statement for the Diversity Council will be developed o A business case for the diversity program will be developed It is anticipated that Phase Two shall be completed in two(2) meetings of four(4) hours each, however, if more time is required, additional meeting(s) shall be scheduled as necessary at no additional cost to the city. Phase Two shall be completed by September 30, 2012. The Consultant shall submit an invoice for $1,250 at the beginning of Phase Two. Phase Three—Development of the Strategic Plan • Assist the Diversity Council in the development of the strategic plan addressing, at a minimum,the following factors: o Recruitment o Retention o Succession Planning o Creation of measures and benchmarks for 2013 o Other necessary components It is anticipated that Phase Three shall be completed in two (2) meetings of four(4) hours each, however, if more time is required, additional meeting(s) shall be scheduled as necessary at no additional cost to the city. Phase Three shall be completed by October 15, 2012. The strategic plan shall be ready to be implemented by December 31, 2012. 4 Phase Four—Reporting • Completion of a written report that analyzes and summarizes the Diversity Council's work on the strategic plan. Phase Four shall be completed by October 31, 2012. The Consultant shall submit an invoice for$1,250 at the beginning of Phase Four. The above detailed services will be provided at a cost not to exceed Five Thousand Dollars($5,000). 5