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HomeMy WebLinkAboutService Agreement - Training slia~~e~ SERVICE AGREEMENT -TRAINING 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 111, 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: 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 party 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 with 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 party sufficient to require the third party 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 known 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 party 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 parry 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. OTHER 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 rzmedy and filar the non-breaching party shall be entitled to injunctive relief to prevent the continuation of an actual breach or to avert a threatened breach. THIS AGREEMENT is duly executed this ~ day of ~ P~ ~ , 20 ~ ~ FOR CLI BY 4 TITLE: ~ (Lt..l El~- ADDRESS: SOS QU~Q.t-EfJ(f(Yl~TJ C~ /~~ ILIAT BY: TITLE: ~/"r~'~,f~ ~ //~~'~' ADDRESS: 1930 Bishop Lane, Suite 111 ~~-~~~~,fZ~f 1((~~1~A.1 y,--~ 13 4 Louisville, KY 40218 1930 Bishop Lane, Suite t 1 l Louisville, KY 40218 Telephone:502-485-9675lFax:502-459-2511 ATTACHMENT A Supervisory Training Our quote is based on the following assumptions. 1. Senior level Managers and Directors Training Session 2. Supervisors Training Session 3. Elizabeth Gross and Steven Kraus as the consultants assigned to this project. Performance Management - A Two-i'Vay Street (4 hour session) • Define Performance Management & Performance Appraisals • Understand & Avoid Common ``Road Hazards" in the Review Process • Review Business Purpose of Reviews • Discuss Effective Performance Management Strategies & Techniques • Learn How to Motivate for Top Performance • Hands-on training in use of City of Jeffersonville's performance management tools. Corrective Action - A Performance Management Tool (2 hour session) • Define Corrective Action & Understand Purpose • Discuss Progressive Action Steps & Effective Documentation • Learn to Effectively Manage Behavior & Performance Problems • Review Hazards & Legal Concerns of Conducting Termination Meetings • Hands on training in use of City of Jeffersonville's corrective action form. Fee Performance Management Training for senior level managers and directors: $1500 per session Performance Management Training for supervisors: $1500 per session Corrective Action Training for all levels of supervisors & managers: $750 per session Implementation Cycle The Corrective Action training can begin two weeks from the date the proposal is accepted. The Performance Management training can begin two weeks following the completion of the Performance Management project. Miscellaneous Consulting Any consulting/work performed that is beyond the scope of the outline above will be billed at $125 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. The City of Jeffersonville will be invoiced following the completion of each training session.