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HomeMy WebLinkAboutProfessional Service Agreement with AspireOn 2 for Employee Development AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT, made this ~ / day of J~*,~ ,2005, by and between the City of Meridian, a municipal corporation organized under the laws of the State of Idaho, hereinafter referred to as "CITyn, 33 East Idaho Avenue, Meridian, Idaho 83642, and ASPIREON doing business as AspireOn, 547 W Welch Street, Meridian, Idaho 83642, a corporation organized under the laws of the State of Washington. 1. Scope of Services: ASPIREON shall perform all services, and comply in all respects, as specified in the document titled "Scope of Services" a copy of which is attached hereto as Exhibit "An and incorporated herein by this reference, together with any amendments that may be agreed to in writing by the parties. 2. Time of Performance: This agreement shall become effective upon execution by both parties, and shall expire on September 30,2006 unless earlier terminated or extended. 3. Indemnification and Insurance: ASPIREON shall indemnify and save and hold harmless CITY from and for any and all losses, claims, actions, judgments for damages, or injury to persons or property and losses and expenses caused or incurred by ASPIREON, its servants, agents, employees, guests, and business invitees, and not caused by or arising out of the tortious conduct of CITY or its employees. ASPIREON will provide services to the CITY and shall be liable for all acts of their employees while upon the premises of the CITY. Additionally, ASPIREON shall maintain Workers Compensation Insurance, in the statutory limits as required by law. ASPIREON shall provide CITY with a Certificate of Insurance, or other proof of insurance evidencing ASPIREON'S compliance with the requirements of this paragraph and file such proof of insurance with the CITY. In the event the insurance minimums are changed, ASPIREON shall immediately submit proof of compliance with the changed limits. Evidence of all insurance shall be submitted to the City Clerk with a copy to Meridian City Accounting, 33 East Idaho Avenue, Meridian, Idaho 83642. The CITY will further indemnify ASPIREON for any losses, claims, actions, or acts by the CITY, its agents or employees, taken in furtherance or related to the training received from ASPIREON. 4. Independent Contractor: In all matters pertaining to this agreement, ASPIREON shall be acting as an independent contractor, and neither ASPIREON nor any officer, employee or agent of ASPIREON will be deemed an employee of CITY. The selection and designation of the personnel of the CITY in the performance of this agreement shall be made by the CITY. AspireOn Personal Services Agreement - page 1 of 5 5, Compensation: ASPIREON shall be compensated for Human Resources consulting services pursuant to and specified in attached Exhibit "A." For the purposes of contact for compliance with this Agreement ASPlREON may deal exclusively with: Human Resources Director City of Meridian 33 E. Idaho Meridian, ill 83642 6. Method of Payment: ASPIREON will receive a flat retainer of $5500 per month for all services within the Scope of Services attached as Exhibit ~<A" and incorporated herein by reference. ASPIREON shall be responsible to provide an accounting of services provided on a monthly basis. ASPIREON will be paid monthly at the beginning of each month. 7. Notices: Any and all notices required to be given by either of the parties hereto, unless otherwise stated in this agreement, shall be in writing and be deemed communicated when mailed in the United States mail, certified, return receipt requested, addressed as follows: City of Meridian 33 E. Idaho Avenue Meridian, Idaho 83642 ASPIREON 547 W. Welch Street Meridian, Idaho 83642 Either party may change their address for the purpose of this paragraph by giving written notice of such change to the other in the manner herein provided. 8. Attorney Fees: Should any litigation be commenced between the parties hereto concerning this Agreement, the prevailing party shall be entitled, in addition to any other relief as may be granted, to court costs and reasonable attorneys' fees as determined by a Court of competent jurisdiction. This provision shall be deemed to be a separate contract between the parties and shall survive any default, termination or forfeiture of this Agreement. 9. Time is of the Essence: The parties hereto acknowledge and agree that time is strictly of the essence with respect to each and every term, condition and provision hereof, and that the failure to timely perform any of the obligations hereunder shall constitute a breach of, and a default under, this Agreement by the party so failing to perform. AspireOn Personal Services Agreement - page 2 of 5 10. Assignment: It is expressly agreed and understood by the parties hereto, that ASPIREON shall not have the right to assign, transfer, hypothecate or sell any of its rights under this Agreement except upon the prior express written consent of CITY. 11. Discrimination Prohibited: In performing the Services required herein, ASPIREON shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age or disability. 12. Reports and Information: At such times and in such forms as the CITY may require, there shall be furnished to the CITY such statements, records, reports, data and information as the CITY may request pertaining to matters covered by this Agreement. 13. Audits and Inspections: At any time during normal business hours and as often as the CITY may deem necessary, there shall be made available to the CITY for examination all of ASPIREON'S records with respect to all matters covered by this Agreement. ASPIREON shall permit the CITY to audit, examine, and make excerpts or transcripts from such records and to make audits of all contracts, invoices, materials, payrolls, records of personnel, conditions of employment and other data relating to all matters covered by this Agreement. 14. Publication, Reproduction and Use of Material: The CITY shall have unrestricted authority to publish, disclose and otherwise use, in whole or in part, any reports, data or other materials prepared under this Agreement that are property of the CITY. ASPIREON does use material prepared and copyrighted for their use in furtherance of this Agreement and contain proprietary information that derives separate individual economic value to ASPIREON. Those documents may not be reproduced without the express written consent of ASPlREON. Documents that are restricted by this condition must be clearly marked and identified by ASPIREON to claim this exclusion. Said proprietary materials shall remain the property of ASPlREON and utilization of such proprietary materials by the CITY outside of this Agreement or ongoing beyond the term of this Agreement would require a separate licensing agreement to be entered into by the parties. 15. Compliance with Laws: In performing the scope of services required hereunder, ASPIREON shall comply with all applicable laws, ordinances, and codes of Federal, State, and local governments. 16. Changes: The CITY may, from time to time, request changes in the Scope of Services to be performed hereunder. Such changes, including any increase or decrease in the amount of ASPlREON'S compensation, which are mutually AspireOn Personal Services Agreement - page 3 of 5 agreed upon by and between the CITY and ASPIREON, shall be incorporated in written amendments to this Agreement. 17. Termination: For Cause: If, through any cause, ASPIREON, its officers, employees, or agents fails to fulfill in a timely and proper manner its obligations under this Agreement, violates any of the covenants, agreements, or stipulations of this Agreement, falsifies any record or document required to be prepared under this agreement, engages in fraud, dishonesty, or any other act of misconduct in the performance of this contract, the CITY may immediately terminate this agreement with notice to ASPIREON. An accounting pursuant to this agreement can then occur to assure that proper payments or credits are accomplished. Without Cause: If the City Council determines that termination of this Agreement is in the best interest of CITY, the CITY shall thereupon have the right to terminate this Agreement by giving written notice to ASPIREON of such termination and specifying the effective date thereof at least sixty (60) days before the effective date of such termination. ASPIREON may also terminate this agreement at any time by giving at least sixty (60) days notice to CITY. In the event of any termination of this Agreement, all finished or unfinished documents, data, and reports prepared by ASPIREON under this Agreement shall, at the option of the CITY, become its property, and ASPIREON shall be entitled to receive just and equitable compensation for any work satisfactorily complete hereunder. Notwithstanding the above, ASPIREON shall not be relieved of liability to the CITY for damages sustained by the CITY by virtue of any breach of this Agreement by ASPIREON, and the CITY may withhold any payments to ASPIREON for the purposes of set-off until such time as the exact amount of damages due the CITY from ASPIREON is determined. This provision shall survive the termination of this agreement and shall not relieve ASPIREON of its liability to the CITY for damages. 18. Construction and Severability: If any part of this Agreement is held to be invalid or unenforceable, such holding will not affect the validity or enforceability of any other part of this Agreement so long as the remainder of the Agreement is reasonably capable of completion. 19. Entire Agreement: This Agreement contains the entire agreement of the parties and supersedes any and all other agreements or understandings, oral of written, whether previous to the execution hereof or contemporaneous herewith. The parties also understand that ASPIREON has existing Agreements with the CITY that are not incorporated under this Agreement. The CITY may contract with AspireOn Personal Services Agreement - page 4 of 5 ASPIREON to perform other functions not included in the Scope of Services of this Agreement. Any such contemporaneous agreements shall also be in writing and substantially similar to this Agreement. 20. Applicable Law: This Agreement shall be governed by and construed and enforced in accordance with the laws ofthe State ofIdaho, and the ordinances of the City of Meridian. 21. Approval Required: This Agreement shall not become effective or binding until approved by the City of Meridian. ASPIREON; ~<? , /. ~ CITY OF MERIDIAN Attest: , MAYOR :,. t! PtvYt~ /tJ-/i3-tJ$ dfdL-:-A WILLIAM G. BERG, J AspireOn Personal Services Agreement - page 5 of 5 SCOPE OF SERVICES Exhibit "A" The following document identifies consulting services to be performed and objectives to be completed reference targeted efforts to assist Client in ongoing efforts towards achieving City Excellence. This effort is inclusive of defined efforts relative to: 1) Talent Development, 2) Talent Acquisition Evaluation, 3) Performance Coaching, and 4) Performance/Accountability System and Strategic Planning Process Implementation and Execution. I. Project Outcome Focus Areas: 1. Talent Development a. Coordinate City-wide employee training - Assist in the evaluation and identification of third party training programs to meet City needs and coordinate said program delivery. In regard to third party delivered training programs, ensure consistently and integration with City values, current training efforts, and strategic focus as well as effective targeting of efforts to identified needs. Establish appropriate follow-up and mentorship reinforcement, reference third party delivered workshops, to ensure successful execution/utilization of training program competencies. b. Provide assistance on integrating performance catalyst foundation development series into an orientation program for new directors, managers, and supervisors. c. Coordinate competency "Refresher" and "Execution" efforts to maintain development workshop momentum and facilitate positive application of workshop competencies in daily efforts. Delivery of refresher or execution of mini (approximately 2 hours) workshops as required. d, As needed, serve as a performance catalyst, providing direct coaching to managers needing assistance in applying workshop competencies. 2. Talent Acquisition Evaluation a. Provide consulting on the identification of position requirements for new or vacant positions. b. Provide candidate evaluation assistance and interview consulting 3. Performance Coaching a. Executive Leadership Coaching as required b. Directed one-on-one performance coaching to assist in performance troubleshooting and serve as an execution catalyst c. Management Development d. AspireOn Leadership Analysis Tool Feedback coaching 4. Performance/Accountability System and Strategic Planning Process Implementation and Execution. a. Overall Execution Consulting regarding Integrated Performance Management System-Compensation, Job Grading, and design of overall program. b. Oversee and drive implementation of Performance Accountabilities Definitions 1. Provide support and review in development of definitions ~ -~ 0SPir~n" 1 iL Provide assistance/reinforcement of follow-up/reviews on success expectations and key milestones. c. Provide assistance on development, implementation, and support of performance evaluation process d. Implementation and assistance in overall Strategic Positioning Process e. Strategic Planning Process Execution Consulting i. Assistance with strategic mapping of initiatives for consistency in development and execution ii. Facilitation, review, and feedback of strategic focus areas and initiatives. iii. Review, feedback, and input on organizational alignment (Le. re- alignmenVre-shaping) iv. Review/input of position descriptions II. Engagement Understandings ~ The City Attorney/HR Manager of City of Meridian, shall be the primary pOint of contact for Client reference the consulting relationship for these services. In addition, the City Attorney/HR Director & Mayor will provide the appropriate empowerment, ongoing support, and mandate to the organization to allow AspireDn to perform these services. }:;> Bi-Monthly engagements to review project status and coordinate project efforts will be held between the City Attorney/HR Director, Mayor (if available), and applicable AspireDn Consultants. ;;.. AspireDn will be given appropriate representation and participation in overall strategic planning meetings as well as access to relevant information to ensure alignment of efforts with overall strategic objectives and initiatives. ;;.. AspireDn commits to having consultant resources on site at Client, as required to perform referenced services. It is understood that services under this Agreement will also be performed offsite. III. Retainer Understanding: A. General Retainer Assumptions: 1. AspireDn's Regular Fee Structure is as Follows: a. Level A) Executive Coaching Engagements, Team Engagements, Strategic Positioning and Execution Mapping, Results Project Management/Overall Training Coordination, Execution Engagements, Performance Coaching, Execution Catalyst Engagements - $150/hr b. Level B) Information Analysis, Process Review, Program Customization/ Development, Candidate Evaluations - $100/hr c. Level C) Administrative support, documentation, travel- $45/hr 2. Retainer is based on estimated time commitments within each of the above three fee areas factored on a 52- week year. The estimate does not represent a fixed service delivery distribution commitment. AspireOn shall notify Client upon reaching the retainer threshold in a monthly period and ..~ 2 t> /) 0SPirron~ receive authorization before providing any additional services for that month. Rough time estimates factored into retainer rate are as follows: a. 5.5 hours per week of Level A effort, b. 5.25 hours per week of Level B effort, c. 1.75 hours per week of Level C effort. (Actual services may vary by levels but will not exceed retainer without approval of the client) 3. Retainer will be prepaid on a monthly basis and deemed due upon the 1st of every month. 4. The following AspireOn tools/services are not deemed part of the retainer agreement and as such would be billed on an actual per utilization basis. The utilization of these tools remains at the discretion of the client as directed to the consultant: a. Profiles & Leadership Analysis/Packet - $350 per b. Leadership Execution Challenges - $75 per c. Leadership Scans/360's - $400 per d. Environmental Scan - To Be Negotiated e, Additional AspireOn Development Workshops or training (above the retainer) as directed by the City. B. Retainer Terms: 1. This represents the recommended level of services necessary (Estimated time commitments described above) for successful catalyst and execution efforts to address the project outcome (integrated) focus areas as mutually identified. This retainer rate represents a 10% discount by the consultant from normal rates given Client's commitment to the retainer. 2. Discounted retainer rates: (10% discount) a. Level A Services - $135/hr b. Level B Services - $100/hr c. Level C Services - $41.50/hr 3. Monthly Retainer - $5,500/month IV. Expenses Out of pocket expenses directly incurred in association with performing the services as outlined above will be submitted to Client for reimbursement. Every effort will be made to minimize such expenses in performing these services. Expenses are anticipated to include, but are not limited to: supplies and additional business travel expenses that may be incurred. t~ f~Pirtbn- 3