18-43Resolution No. 18 -43
RESOLUTION
AUTHORIZING EXECUTION OF AN AGREEMENT WITH RELATIONSHIPS MATTER
NOW, LLC FOR DIVERSITY AND INCLUSION CONSULTING SERVICES
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS,
that pursuant to Elgin Municipal Code Section 5.02.020B(9) the City Council hereby finds that
an exception to the requirements of the procurement ordinance is necessary and in the best
interest of the city; and
BE IT FURTHER 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 an agreement on behalf of the City of Elgin with
Relationships Matter Now, LLC for diversity and inclusion consulting services, a copy of which
is attached hereto and made a part hereof by reference.
s/ David J. Kaptain
David J. Kaptain, Mayor
Presented: April 11, 2018
Adopted: April 11, 2018
Omnibus Vote: Yeas: 9 Nays: 0
Attest:
s/ Kimberly Dewis
Kimberly Dewis, City Clerk
AGREEMENT
THIS AGREEMENT is made and entered into this _ 11 day of April, 2018, by and between
the CITY OF ELGIN, an Illinois municipal corporation (hereinafter referred to as "CITY ") and
RELATIONSHIPS MATTER NOW, LLC, an Illinois limited liability company (hereinafter referred
to as "CONSULTANT ").
WHEREAS, the CITY desires to engage the CONSULTANT to furnish certain professional
services in connection with the CITY'S Diversity and Inclusion Plan (hereinafter referred to as the
"PROJECT "); and
WHEREAS, the CONSULTANT represents that it has the necessary expertise and
experience to furnish such 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
perform the services relating to 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 City Manager of the
CITY, or his designee, herein after referred to as the "DIRECTOR ".
B. The CONSULTANT shall provide services to the CITY relating to the CITY'S
Diversity and Inclusion Plan as outlined in Appendix A, attached hereto and made
apart.
2. SCHEDULE AND STATUS REPORTS
A. The CONSULTANT shall perform the services to be provided pursuant to this
Agreement during 2018 according to a schedule as approved by the DIRECTOR.
B. The CONSULTANT will submit to the DIRECTOR status reports as requested by
the DIRECTOR. Such status reports shall provide a brief narrative identifying
progress on the services to be provided.
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. For services provided the CONSULTANT shall be paid at the rate of $135.00 per
hour with the total fees and expenses to be paid to the CONSULTANT pursuant to
this Agreement not to exceed $46,245 regardless of the actual costs incurred by the
CONSULTANT unless substantial modifications to the scope of the work are
authorized in writing by the DIRECTOR and approved pursuant to a written
amendment to this Agreement executed by the parties.
B. Outside services provided by other firms or subconsultants and any reimbursable
expenses are included in the not to exceed total amount provided for in subparagraph
A above
C. The CITY shall make periodic payments to the CONSULTANT based upon actual
progress within thirty (30) days after receipt and approval of invoice. Full payments
for each task shall not be made until the task is completed and accepted by the
DIRECTOR.
5. INVOICES
A. The CONSULTANT shall submit invoices in a format approved by the CITY.
Progress reports (213 above) will be included with all payment requests.
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.
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 that this
Agreement is so terminated, the CONSULTANT shall be paid for services actually
performed and reimbursable expenses actually incurred prior to termination, except that
reimbursement shall not exceed the amounts set forth under Paragraph 4 above.
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7. TERM
The term of this Agreement shall be from January 1, 2018 through December 31, 2018.
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
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.
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 an action to recover the monies the
CITY has agreed to pay to the CONSULTANT pursuant to Paragraph 4 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 501/1, etseq.), 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.
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, 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 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
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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.
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 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 10 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.
D. Professional Liability. The CONSULTANT shall carry CONSULTANT's
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 claim. A
Certificate of Insurance shall be submitted to the DIRECTOR as evidence of
insurance protection. The policy shall not be modified or terminated without thirty
(30) days prior written notice to the DIRECTOR.
13. INTENTIONALLY OMITTED
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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 CITY'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.
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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
DIRECTOR, nor will the CONSULTANT make public proposals developed under this
Agreement without prior written approval from the DIRECTOR 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;
M
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 shall be provided by CONSULTANT to the Department of Human
Rights upon request 775 ILCS 5/2 -105.
26. INTENTIONALLY OMITTED
27. WRITTEN COMMUNICATIONS
All recommendations and other communications by the CONSULTANT to the DIRECTOR
and to other participants which may affect cost or time of completion, shall be made or
confirmed in writing. The DIRECTOR may also require other recommendations and
communications by the CONSULTANT be made or confirmed in writing.
28. NOTICES
All notices, reports and documents required under this Agreement shall be in writing and
shall be mailed by First Class Mail, postage prepaid, or via email, addressed as follows:
A. As to the CITY:
Richard G. Kozal
City Manager
City of Elgin
150 Dexter Court
Elgin, Illinois 60120 -5555
Email: kozal_r@cityofelgin.org
With a Copy to:
Gail Cohen
Human Resources Director
City of Elgin
150 Dexter Court
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Elgin, Illinois 60120 -5555
Email: cohen_g@cityofelgin.org
B. As to the CONSULTANT:
Denise W. Barreto
Relationships Matter Now, LLC
1732 Ashland Avenue, 41
Evanston, Illinois 60201
Email: denise(6-yrelaitonshipsmattemow.com
29. 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 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 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.
30. 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. For the purposes 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 party 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.
CONSULTANT:
By: '�/ 60V_
Name /Print: Denise Barreto
Title: Managing Partner
CITY .
By:
chard G. Kozal City Manager
Attes
City Clerk
F:\Legal Dept\Agreement \Relationships Matter Now LLC Agr-2 27- 18.docx
APPENDIX A
SCOPE OF SERVICES
Objective:
Partner with City of Elgin to build our collective vision of creating an innovative organization that
works smart, a City workforce that attracts and leverages diversity in its staff to create programs and
services that meet the diverse needs of the communities we serve to build an inclusive leadership
culture of service excellence.
Current Environment:
Senior staff and City Council have aligned to the following strategic priorities:
• Continue Building a Diverse Workforce and Drive Workplace Inclusion
• Deliver Superior Programs and Services to All Segments of Our Community
• Monitor and Manage Supplier Diversity
The actions taken in 2017 for each strategic priority are outlined below:
• Climate and Culture Assessment - Diverse Workforce and Workplace Inclusion
• Analysis of Procurement Data - Monitor and Manage Supplier Diversity
• Analysis of Boards and Commissions - Superior Program and Service Delivery
Key Project Elements - Phase 2
January through December 2018
Assemble a cross functional task force working with RMN to jointly assess programs and
services for the "Deliver superior programs and services to all segments of the community"
strategic priority.
2. Assemble a cross functional task force working with RMN to contribute input to the next
action steps for the "Continue building a diverse workforce and drive workplace inclusion"
strategic priority. Project elements 1 and 2: 25 hours estimated
Conduct two half day (3 hour minimum) trainings for senior staff, topics to be decided.
4. Conduct citywide training (75 minutes) at various times and locations, topic to be decided.
Communication content (written, verbal, social media) as needed. 15 hours per quarter
estimated.
6. Attendance at council meetings, Human Relations Commission meetings, department
meetings, other groups as requested. 20 hours per quarter estimated.
7. Individual inclusive leadership coaching for senior staff (1 session per month for 3 months).
Hourly rate = $135
Hours are approximate and meetings are billed as two hours to inch +de travel allowance.
Estimated Project Hours
287 project manager hours
5 PhD resource hours
10 content support hours
Event Costs
# 3 Leader workshops: $2,250
# 4 Staff training event: $2,200
Estimated Total Project Cost: $46,245
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