HomeMy WebLinkAboutProfessional Service Agreement with AspireOn, Inc. for Talent and Team Development 2c
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HUMAN RESOURCES PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF MERIDIAN AND ASPIREON INC.
THIS AGREEMENT, effective the 1St day of October, 2008, by and between the City of
Meridian, a municipal corporation organized under the laws of the State of Idaho, hereinafter
referred to as "CITY", 33 East Broadway 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 "A" and incorporated herein by this reference,
together with any amendments that maybe agreed to in writing by the parties.
2. Time of Performance: This agreement shall be effective from October 1, 2008
and shall expire on September 30, 2009 unless earlier terminated or extended.
3. Indemnification and Insurance: ASPIIZEON 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. 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.
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 ASPIREON may deal
exclusively with:
Human Resources Director
City of Meridian
33 E. Idaho
Meridian, ID 83642
AspireOn Personal Services Agreement -page 1 of 5
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6. Method of Payment: ASPIREON will receive a flat retainer of $3500 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. Broadway 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 maybe 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.
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.
AspireOn Personal Services Agreement -page 2 of 5
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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 ASPIIZEON.
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 ASPIREON 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 ASPIREON'S compensation, which are mutually
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
AspireOn Personal Services Agreement -page 3 of 5
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 ASPIlZEON 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 CITI' 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 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 of the State of Idaho, and the ordinances of
the City of Meridian.
AspireOn Personal Services Agreement -page 4 of 5
21. Approval Required: This Agreement shall not become effective or binding until
approved by the City of Meridian.
ASPIREON
S ON J ~ ,
CITY OF MERIDIAN
Attest:
JA
BY: ~~~~
TAMMY de ERD, MAYOR
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AspireOn Personal Services Agreement -page 5 of 5
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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/Team 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/Team Development
a. Assist with the development of city-wide employee training program -Assist
in the evaluation and identification of third party training programs to meet
City needs and coordinate said program delivery with the HR Analyst. 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. As needed, serve as a performance catalyst, providing direct coaching to
managers needing assistance in applying workshop competencies.
c. Provide & support team development/alignment efforts
d. Development and implementation of a succession/leadership program
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
i. Provide support and review in development of definitions
ii. 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. Work with department on continuous process improvement
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e. Implementation and assistance in overall Strategic Positioning Process
f. 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 (i.e. re-
alignment/re-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
AspireOn 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 AspireOn Consultants.
- AspireOn 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.
- AspireOn 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. AspireOn'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 - $160/hr
b. Level B) Information Analysis, Process Review, Program
Customization/ Development, Candidate Evaluations - $110/hr
c. Level C) Administrative support, documentation, travel - $50/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
receive authorization before providing any additional services for that month.
Rough time estimates factored into retainer rate are as follows:
a. 3_5 hours per week of Level A effort,
b. 2_5 hours per week of Level B effort,
c. 1.25 hours per week of Level C effort.
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(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 - $375 per
b. Leadership Execution Challenges - $75 per
c. Leadership Scans - $400 per
d. Cusp Leader Development Plan - $250
e. Environmental Scan - To Be Negotiated
f. Process Analysis - i.e. benchmarking, process analysis (building
department), etc.
g. Additional AspireOn Development Workshops or training (above the
retainer) as directed by the City (i.e. project management training,
non-supervisor development programs, and conflict
management/resolution workshops).
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 AServices - $144/hr
b. Level BServices - $99/hr
c. Level CServices - $45/hr
3. Monthly Retainer - $3,500/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.
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