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HomeMy WebLinkAboutService Agreement-Performance Evaluation Project~[~ 'Bate s SERVICE AGREEMENT -PERFORMANCE EVALUTA[ON PROJECT THIS CLIENT SERVICE AGREEMENT ("Agreement") is made by and between HR Affiliates Outsourcing and Consulting Services, LLC, ("HR Affiliates"), a Kentucky corporation with its principal place of business at 1930 Bishop Lane, Suite 11 I, Louisville Kentucky 40218; and The City of Jeffersonville, Indiana, ("Client") located at 500 Quartermaster Court, Jeffersonville, Indiana 47130. SERVICES PROVIDED AND FEES: HR Affiliates will provide consultative services as outlined on Attachment A. RELATIONSHIP OF PARTIES: HR Affiliates is an independent consultant to Client. Client acknowledges that it is the contractor for the independent consultants involved in this project and that HR Affiliates has no direct relationship with contractor. HR Affiliates will not exercise any control or authority over the employees of Client involved in this project. Client waives any right it may have to claim that HR Affiliates is an employer or contractor for any purpose. DEFAULT: An event of default shall include, but is not limited to: a) Failure of Client to pay a fee when due; b) Violation by Client of any provision of this Agreement, which violation is not cured within 30 days of written notice from HR Affiliates to Client specifying the violation; c) Violation by HR Affiliates of any provision of this agreement which violation is not cured within 30 days of written notice from Client to HR Affiliates specifying the violation. Upon an event of default and expiration of the applicable cure period without the violation being cured, the non-defaulting party shall have the option, in its sole and absolute discretion, of immediately terminating this agreement. [n the event such option is exercised, this Agreement shall terminate on the date written notice of same is delivered to the defaulting party. TERMINATION: Upon termination of this agreement, Client shall be entitled to retain all documents and reports prepared for and previously delivered to the Client by HR Affiliates. Client agrees to use such documents and reports only in connection with the operation of its business. CONFIDENTIALITY: The parties agree that they may disclose/share/ex-change information in connection with this Agreement that may include information about each other's operations, methods, plans, strategies, products, pricing, customers, employees, independent contractors, assets, and other confidential and proprietary information (hereinafter collectively called "Confidential Information"). Obligation of Confidentiality. The parties agree that (a) Confidential Information of the disclosing party will be held strictly confidential by the receiving party and the receiving party will not disclose Confidential Information, in whole or in part, to any other party except as provided herein; (b) each parry will take reasonable measures to protect the disclosing party's Confidential Information and those measures shall not be less than the measures the receiving party takes to protect its own Confidential Information: (c) Confidential Information will not be used, in any way, to gain or allow others to gain a competitive advantage; (d) all material exchanged under this agreement and any copies made of any such materials will be returned or destroyed upon request of the other party; and (e) disclosed information continues to be subject to this Agreement for two years following the date of disclosure. Non-Disclosure. The party receiving Confidential Information agrees not to disclose, publish or disseminate Confidential Information of the disclosing party except to: (a) the receiving party's employees, stockholders, or legal counsel who have a need to know and only if those employees, stockholders, or legal counsel have a written agreement with the receiving party or with the disclosing party sufficient to require those employees, stockholders, or legal counsel to treat Confidential Information in accordance bvith this Agreement: or (b) a third party with the disclosing party's prior written consent and only if the third party has a written agreement with the. receiving party or with the disclosing part; sufficient to require the third part~~~ to treat Confidential Information in accordance with this Agreement. Excluded Information. No obligation of confidentiality applies to Confidential Information which is: (a) already known by the receiving party without any obligation of confidentiality, (b) publicly known or becomes publicly kno~.'~n through no unauthorized act of the receiving party, (c) rightfully received from a third party without obligation of confidentiality, (d) disclosed without similar restrictions by the disclosing party to a third party, (e) approved by the disclosing parry for disclosure, or (f) required to be disclosed pursuant to a requirement of a governmental agency or law so long as the receiving party provides the disclosing party `with timely prior written notice of such requirement. NON-SOLICITATION: Both parties agree not to solicit, offer or promise employment or employ any of the other party's personnel or independent contractors or to contract for the services of any of those individuals during the term of this Agreement and for a period of one (1) year following termination of this Agreement for any reason, unless written consent is received from the other party. LIMITATION OF LIABILITY: Client agrees that HR Affiliates shall not be responsible for any consequential or incidental damages of any kind or nature. ARBITRATION: HR Affiliates and Client agree that all claims, disputes and other matters in question between HR Affiliates and Client arising out of, or relating to this Agreement, shall be subject to arbitration under the then existing Commercial Arbitration Rules of the American Arbitration Association. Judgment upon the award rendered may be entered in any court of competent jurisdiction. The cost of such arbitration shall be borne proportionally in relation to fault, as determined by the arbitrator. The parties agree to be bound by the decision of the arbitrator. The parties agree to choose a single arbitrator from the American Arbitration Association for dispute resolution. OTIIER PROVISIONS: This agreement, including exhibits, supersedes all prior written or oral agreements or understanding between the parties concerning the subject matter contained herein. The provisions set forth in Administrative Fee, Termination, Client Information, HR Affiliates Information, Indemnity and Arbitration shall survive the termination of this Agreement. In the event of an actual or threatened breach of any of the restrictive covenants of this Agreement, the parties agree that money damages may not be an adequate remedy and that the non-breaching party shall be entitled to injunctive relief to prevent the continuation of an actual breach or to avert a threatened breach. T1EII5 AGREEMENT is duly executed this ~~~' day of f~~ori ~ , 20~ FOR CLI BY. 4 TITLE: Q,(~ ADDRESS: 50p~~`A.1C~.~~~ R AQFFILIA BY: .3~ • _ ADDRESS: 1930 Bishop Lane, Suite 11 l ~~ s~l,~t ~ l-P,~ LI-`~ 1 ~t'a Louisville, KY 40218 1930 Bishop Lane, Suite 111 Louisville, KY 40218 Telephone: j02-485-96?5!Fax: X02-459-25I I ~~~~~~ti,y.',~~atti~ia«;.c~:r. ATTAC}EIMEIl1T A Performance Eva-uation Proiect Our quote is based on the follo~~ring assumptions. 1. Approximately ~0 unique job titles/descriptions. 2. City of Jeffersonville providing electronic copies of existing job descriptions. 3. Elizabeth Gross and Ste~:en Kraus as the consultants assigned to this project. Scope of Work The work will proceed using the following steps: ® Revieov Existing Materials During this step, the consultants will examine existing City of Jeffersonville materials including current job descriptions (if available); job opening postings and performance evaluation system. The purpose of this step is to become familiar with the duties and tasks associated with each job title., as well as to become familiar with the City of Jeffersonville's culture and expectations. Develop Performance Evaluation Tool Performance Evaluations would directly correspond to the appropriate job description and its essential job functions. Fee Basic Template: $150 per unique job title .lob Specific Form to include key performance indictors: $250 per unique job title Administrative: $50 per unique job title if electronic versions of job description are not provided. The City of Jeffersonville, in consultation with HR Affiliates, will determine which job titles are assigned the Basic Template or Job Specific Form prior to start of the project. Retainer 25% of estimated Project fee to be billed by HR Affiliates, LLC when work commences, and the balance upon completion of the deliverables. Implementation Cycle This work can begin one week from the date the proposal is accepted. Based on our discussions, the performance evaluation project can be completed in 90-120 days. Miscellaneous Consulting Any consulting/work performed that is beyond the scope of the outline above will be billed at $i25 per hour. Miscellaneous Expenses Any expenses or services not included in this proposal, which may be required by the City of Jeffersonville, will be reimbursed at a rate to be agreed upon, in advance. Billings Bills are sent from HR Affiliates, LLC. Payment is due upon receipt of the itemized statement. This balance of the project will be invoiced at the completion of the deliverables.