HomeMy WebLinkAboutC-5120 - PSA for Performance Evaluation Services and SupportPROFESSIONAL SERVICES AGREEMENT WITH
CU SOLUTIONS GROUP, INC. DBA HRN MANAGEMENT GROUP, INC.
FOR PERFORMANCE EVALUATION SERVICES AND SUPPORT
THIS AGREEMENT FOR PROFESSI AL SERVICES ( "Agreement') is made
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and entered into as of this 1" day of 2012 by and between the CITY OF
NEWPORT BEACH, a California Municipal Corporation ( "City "), and, CU SOLUTIONS
GROUP, INC. DBA HRN MANAGEMENT GROUP, INC., a Utah corporation
1 ( "Consultant'), whose address is 802 East Winchester Street, Suite 200, Salt Lake City,
V Utah 84107 and is made with reference to the following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws
of the State of California with the power to carry on its business as it is now being
conducted under the statutes of the State of California and the Charter of City.
B. City is need of a comprehensive performance management system that provides
web based access, support and development.
C. City desires to engage Consultant to provide performance management software
and support via the web based 'Performance Pro" evaluation system ('Project').
D. Consultant possesses the skill, experience, ability, background, certification and
knowledge to provide the services described in this Agreement.
E. The principal members of Consultant for purposes of Project shall be Michele
Lindsay, Executive Vice President and Russell Gerrard, Sales Supervisor.
F. City has solicited and received a proposal from Consultant, has reviewed the
previous experience and evaluated the expertise of Consultant, and desires to
retain Consultant to render professional services under the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, it is mutually agreed by and between the undersigned
parties as follows:
1. TERM
The term of this Agreement shall commence on the above written date, and shall
terminate on May 1, 2014 unless terminated earlier as set forth herein. Agreement may
be extended by written amendment by the City and upon approval by all parties.
2. SERVICES TO BE PERFORMED
City and Consultant acknowledge that the above Recitals are true and correct and are
hereby incorporated by reference. Consultant shall diligently perform all the services
described in the Scope of Services attached hereto as Exhibit A and incorporated
herein by reference ( "Work" or "Services "). The City may elect to delete certain tasks of
the Scope of Services at its sole discretion.
3. TIME OF PERFORMANCE
3.1 Time is of the essence in the performance of Services under this
Agreement and the Services shall be performed to completion in a diligent and timely
manner. The failure by Consultant to perform the Services in a diligent and timely
manner may result in termination of this Agreement by City.
3.1.1 Notwithstanding the foregoing, Consultant shall not be responsible
for delays due to causes beyond Consultant's reasonable control. However, in the case
of any such delay in the Services to be provided for the Project, each party hereby
agrees to provide notice to the other party so that all delays can be addressed.
3.2 Consultant shall submit all requests for extensions of time for performance
in writing to the Project Administrator (as defined in Section 6 below) not later than ten
(10) calendar days after the start of the condition that purportedly causes a delay. The
Project Administrator shall review all such requests and may grant reasonable time
extensions for unforeseeable delays that are beyond Consultant's control.
3.3 For all time periods not specifically set forth herein, Consultant shall
respond in the most expedient and appropriate manner under the circumstances, by
either telephone, fax, hand - delivery or mail.
4. COMPENSATION TO CONSULTANT
4.1 City shall pay Consultant for the Services on a time and expense not -to-
exceed basis in accordance with the provisions of this Section and the Schedule of
Billing Rates attached hereto as Exhibit B and incorporated herein by reference.
Consultant's compensation for all Work performed in accordance with this Agreement,
including all reimbursable items and subconsultant fees, shall not exceed Forty
Thousand Dollars and no /100 ($40,000.00) without prior written authorization from
City. No billing rate changes shall be made during the term of this Agreement without
the prior written approval of City.
4.2 Consultant shall submit monthly invoices to City describing the Work
performed the preceding month. Consultant's bills shall include the name of the person
who performed the Work, a brief description of the Services performed and /or the
specific task in the Scope of Services to which it relates, the date the Services were
performed, the number of hours spent on all Work billed on an hourly basis, and a
description of any reimbursable expenditures. City shall pay Consultant no later than
thirty (30) days after approval of the monthly invoice by City staff.
4.3 City shall reimburse Consultant only for those costs or expenses
specifically approved in this Agreement, or specifically approved in writing in advance
by City. Unless otherwise approved, such costs shall be limited and include nothing
more than the following costs incurred by Consultant:
4.3.1 The actual costs of subconsultants for performance of any of the
Services that Consultant agrees to render pursuant to this Agreement, which have been
approved in advance by City and awarded in accordance with this Agreement.
CU SOLUTIONS GROUP, INC. DBA HRN MANAGEMENT GROUP, INC. Page 2
4.3.2 Approved reproduction charges
4.3.3 Actual costs and /or other costs and /or payments specifically
authorized in advance in writing and incurred by Consultant in the performance of this
Agreement.
4.4 Consultant shall not receive any compensation for Extra Work performed
without the prior written authorization of City. As used herein, "Extra Work" means any
Work that is determined by City to be necessary for the proper completion of the
Project, but which is not included within the Scope of Services and which the parties did
not reasonably anticipate would be necessary at the execution of this Agreement.
Compensation for any authorized Extra Work shall be paid in accordance with the
Schedule of Billing Rates as set forth in Exhibit B.
4.5 Notwithstanding any other provision of this Agreement, when payments
made by City equal ninety (90 %) of the maximum fee provided for in this Agreement, no
further payments shall be made until City has accepted the final Work under this
Agreement.
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5.1 Consultant shall designate a Project Manager, who shall coordinate all
phases of the Project. This Project Manager shall be available to City at all reasonable
times during the Agreement term. Consultant has designated Russell Gerrard to be its
Project Manager. Consultant shall not remove or reassign the Project Manager or any
personnel listed in Exhibit A or assign any new or replacement personnel to the Project
without the prior written consent of City. City's approval shall not be unreasonably
withheld with respect to the removal or assignment of non -key personnel.
5.2 Consultant, at the sole discretion of City, shall remove from the Project
any of its personnel assigned to the performance of Services upon written request of
City. Consultant warrants that it will continuously furnish the necessary personnel to
complete the Project on a timely basis as contemplated by this Agreement.
6. ADMINISTRATION
This Agreement will be administered by the Human Resources Department. Lauren
Farley, Acting Human Resources Director, or her designee, shall be the Project
Administrator and shall have the authority to act for City under this Agreement. The
Project Administrator or her authorized representative shall represent City in all matters
pertaining to the Services to be rendered pursuant to this Agreement.
7. CITY'S RESPONSIBILITIES
7.1 In order to assist Consultant in the execution of its responsibilities under
this Agreement, City agrees to, where applicable:
7.1.1 Provide access to, and upon request of Consultant, one copy of all
existing relevant information on file at City. City will provide all such materials in a
timely manner so as not to cause delays in Consultant's Work schedule.
CU SOLUTIONS GROUP, INC. DBA HRN MANAGEMENT GROUP, INC. Page 3
7.1.2 Provide blueprinting and other Services through City's reproduction
company for bid documents. Consultant will be required to coordinate the required bid
documents with City's reproduction company. All other reproduction will be the
responsibility of Consultant and as defined above.
7.1.3 Provide usable life of facilities criteria and information with regards
to new facilities or facilities to be rehabilitated.
8. STANDARD OF CARE
8.1 All of the Services shall be performed by Consultant or under Consultant's
supervision. Consultant represents that it possesses the professional and technical
personnel required to perform the Services required by this Agreement, and that it will
perform all Services in a manner commensurate with community professional
standards. All Services shall be performed by qualified and experienced personnel who
are not employed by City, nor have any contractual relationship with City. By delivery of
completed Work, Consultant certifies that the Work conforms to the requirements of this
Agreement and all applicable federal, state and local laws and the professional standard
of care.
8.2 Consultant represents and warrants to City that it has, shall obtain, and
shall keep in full force in effect during the term hereof, at its sole cost and expense, all
licenses, permits, qualifications, insurance and approvals of whatsoever nature that is
legally required of Consultant to practice its profession. Consultant shall maintain a City
of Newport Beach business license during the term of this Agreement.
8.3 Consultant shall not be responsible for delay, nor shall Consultant be
responsible for damages or be in default or deemed to be in default by reason of strikes,
lockouts, accidents, or acts of God, or the failure of City to furnish timely information or
to approve or disapprove Consultant's Work promptly, or delay or faulty performance by
City, contractors, or governmental agencies.
9. HOLD HARMLESS
9.1 To the fullest extent permitted by law, Consultant shall indemnify, defend
and hold harmless City, its City Council, boards and commissions, officers, agents,
volunteers, and employees (collectively, the "Indemnified Parties') from and against any
and all claims (including, without limitation, claims for bodily injury, death or damage to
property), demands, obligations, damages, actions, causes of action, suits, losses,
judgments, fines, penalties, liabilities, costs and expenses (including, without limitation,
attorney's fees, disbursements and court costs) of every kind and nature whatsoever
(individually, a Claim; collectively, "Claims "), which may arise from or in any manner
relate (directly or indirectly) to any breach of the terms and conditions of this
Agreement, any Work performed or Services provided under this Agreement including,
without limitation, defects in workmanship or materials or Consultant's presence or
activities conducted on the Project (including the negligent and /or willful acts, errors
and /or omissions of Consultant, its principals, officers, agents, employees, vendors,
suppliers, subconsultants, subcontractors, anyone employed directly or indirectly by any
of them or for whose acts they may be liable or any or all of them).
CU SOLUTIONS GROUP, INC. DBA HRN MANAGEMENT GROUP, INC. Page 4
9.2 Notwithstanding the foregoing, nothing herein shall be construed to
require Consultant to indemnify the Indemnified Parties from any Claim arising from the
sole negligence or willful misconduct of the Indemnified Parties. Nothing in this
indemnity shall be construed as authorizing any award of attorney's fees in any action
on or to enforce the terms of this Agreement. This indemnity shall apply to all claims
and liability regardless of whether any insurance policies are applicable. The policy
limits do not act as a limitation upon the amount of indemnification to be provided by the
Consultant.
10. INDEPENDENT CONTRACTOR
It is understood that City retains Consultant on an independent contractor basis and
Consultant is not an agent or employee of City. The manner and means of conducting
the Work are under the control of Consultant, except to the extent they are limited by
statute, rule or regulation and the expressed terms of this Agreement. Nothing in this
Agreement shall be deemed to constitute approval for Consultant or any of Consultant's
employees or agents, to be the agents or employees of City. Consultant shall have the
responsibility for and control over the means of performing the Work, provided that
Consultant is in compliance with the terms of this Agreement. Anything in this
Agreement that may appear to give City the right to direct Consultant as to the details of
the performance or to exercise a measure of control over Consultant shall mean only
that Consultant shall follow the desires of City with respect to the results of the Services.
11. COOPERATION
Consultant agrees to work closely and cooperate fully with City's designated Project
Administrator and any other agencies that may have jurisdiction or interest in the Work
to be performed. City agrees to cooperate with the Consultant on the Project.
12. CITY POLICY
Consultant shall discuss and review all matters relating to policy and Project direction
with City's Project Administrator in advance of all critical decision points in order to
ensure the Project proceeds in a manner consistent with City goals and policies.
13. PROGRESS
Consultant is responsible for keeping the Project Administrator and /or his /her duly
authorized designee informed on a regular basis regarding the status and progress of
the Project, activities performed and planned, and any meetings that have been
scheduled or are desired.
14. INSURANCE
14.1 Without limiting Consultant's indemnification of City, and prior to
commencement of Work, Consultant shall obtain, provide and maintain at its own
expense during the term of this Agreement, policies of insurance of the type and
amounts described below and in a form satisfactory to City.
CU SOLUTIONS GROUP, INC. DBA HRN MANAGEMENT GROUP, INC. Page 5
14.2 Proof of Insurance. Consultant shall provide certificates of insurance to
City as evidence of the insurance coverage required herein, along with a waiver of
subrogation endorsement for workers' compensation. Insurance certificates and
endorsement must be approved by City's Risk Manager prior to commencement of
performance. Current certification of insurance shall be kept on file with City at all times
during the term of this Agreement. City reserves the right to require complete, certified
copies of all required insurance policies, at any time.
14.2.1 Consultant shall procure and maintain for the duration of the
Agreement insurance against claims for injuries to persons or damages to property,
which may arise from or in connection with the performance of the Work hereunder by
Consultant, his agents, representatives, employees or subcontractors. The cost of such
insurance shall be included in Consultant's bid.
14.3 Acceptable Insurers. All insurance policies shall be issued by an
insurance company currently authorized by the Insurance Commissioner to transact
business of insurance in the State of California, with an assigned policyholders' Rating
of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the
latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk
Manager.
14.4 Coverage Requirements.
14.4.1 Workers' Compensation Coverage. Consultant shall maintain
Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance
(with limits of at least one million dollars ($1,000,000)) for Consultant's employees in
accordance with the laws of the State of California, Section 3700 of the Labor Code In
addition, Consultant shall require each subconsultant to similarly maintain Workers'
Compensation Insurance and Employer's Liability Insurance in accordance with the
laws of the State of California, Section 3700 for all of the subcontractor's employees.
14.4.1.1 Any notice of cancellation or non - renewal of all
Workers' Compensation policies must be received by City at least thirty (30) calendar
days (ten (10) calendar days written notice of non - payment of premium) prior to such
change.
14.4.1.2 Consultant shall submit to City, along with the
certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its
officers, agents, employees and volunteers.
14.5 General Liability Coverage. Consultant shall maintain commercial general
liability insurance in an amount not less than one million dollars ($1,000,000) per
occurrence for bodily injury, personal injury, and property damage, including without
limitation, blanket contractual liability.
14.6 Automobile Liability Coverage. Consultant shall maintain automobile
insurance covering bodily injury and property damage for all activities of the Consultant
arising out of or in connection with Work to be performed under this Agreement,
including coverage for any owned, hired, non -owned or rented vehicles, in an amount
not less than one million dollars ($1,000,000) combined single limit for each accident.
CU SOLUTIONS GROUP, INC. DBA HRN MANAGEMENT GROUP, INC. Page 6
14.7 Professional Liability (Errors & Omissions) Coverage. Consultant shall
maintain professional liability insurance that covers the Services to be performed in
connection with this Agreement, in the minimum amount of one million dollars
($1,000,000) limit per claim and in the aggregate.
14.8 Other Insurance Provisions or Requirements.
14.8.1 The policies are to contain, or be endorsed to contain, the following
provisions
14.8.1.1 Waiver of Subrogation. All insurance coverage
maintained or procured pursuant to this agreement shall be endorsed to waive
subrogation against City, its elected or appointed officers, agents, officials, employees
and volunteers or shall specifically allow Consultant or others providing insurance
evidence in compliance with these requirements to waive their right of recovery prior to
a loss. Consultant hereby waives its own right of recovery against City, and shall require
similar written express waivers and insurance clauses from each of its subcontractors.
14.8.1.2 Enforcement of Agreement Provisions. Consultant
acknowledges and agrees that any actual or alleged failure on the part of the City to
inform Consultant of non - compliance with any requirement imposes no additional
obligations on the City nor does it waive any rights hereunder.
14.8.1.3 Requirements not Limiting. Requirements of specific
coverage features or limits contained in this Section are not intended as a limitation on
coverage, limits or other requirements, or a waiver of any coverage normally provided
by any insurance. Specific reference to a given coverage feature is for purposes of
clarification only as it pertains to a given issue and is not intended by any party or
insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type.
14.8.1.4 Notice of Cancellation. Consultant agrees to oblige
its insurance agent or broker and insurers to provide to City with thirty (30) days notice
of cancellation (except for nonpayment for which ten (10) days notice is required) or
nonrenewal of coverage for each required coverage.
14.9 Timely Notice of Claims. Consultant shall give City prompt and timely
notice of claims made or suits instituted that arise out of or result from Consultant's
performance under this Agreement.
14.10 Additional Insurance. Consultant shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own judgment
may be necessary for its proper protection and prosecution of the Work.
15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specifically authorized under this Agreement, the Services to be provided
under this Agreement shall not be assigned, transferred contracted or subcontracted out
without the prior written approval of City. Any of the following shall be construed as an
assignment: The sale, assignment, transfer or other disposition of any of the issued
and outstanding capital stock of Consultant, or of the interest of any general partner or
CU SOLUTIONS GROUP, INC. DBA HRN MANAGEMENT GROUP, INC. Page 7
joint venturer or syndicate member or cotenant if Consultant is a partnership or joint -
venture or syndicate or cotenancy, which shall result in changing the control of
Consultant. Control means fifty percent (50 %) or more of the voting power, or twenty -
five percent (25 %) or more of the assets of the corporation, partnership or joint- venture.
16. SUBCONTRACTING
The parties recognize that a substantial inducement to City for entering into this
Agreement is the professional reputation, experience and competence of Consultant.
Assignments of any or all rights, duties or obligations of the Consultant under this
Agreement will be permitted only with the express written consent of City. Consultant
shall not subcontract any portion of the Work to be performed under this Agreement
without the prior written authorization of City.
17. OWNERSHIP OF DOCUMENTS
17.1 Each and every report, draft, map, record, plan, document and other
writing produced (hereinafter "Documents "), prepared or caused to be prepared by
Consultant, its officers, employees, agents and subcontractors, in the course of
implementing this Agreement, shall become the exclusive property of City, and City
shall have the sole right to use such materials in its discretion without further
compensation to Consultant or any other party. Consultant shall, at Consultant's
expense, provide such Documents to City upon prior written request.
17.2 Documents, including drawings and specifications, prepared by
Consultant pursuant to this Agreement are not intended or represented to be suitable
for reuse by City or others on any other project. Any use of completed Documents for
other projects and any use of incomplete Documents without specific written
authorization from Consultant will be at City's sole risk and without liability to
Consultant. Further, any and all liability arising out of changes made to Consultant's
deliverables under this Agreement by City or persons other than Consultant is waived
against Consultant and City assumes full responsibility for such changes unless City
has given Consultant prior notice and has received from Consultant written consent for
such changes.
18. CONFIDENTIALITY
All Documents, including drafts, preliminary drawings or plans, notes and
communications that result from the Services in this Agreement, shall be kept
confidential unless City authorizes in writing the release of information.
19. INTELLECTUAL PROPERTY INDEMNITY
The Consultant shall defend and indemnify City, its agents, officers, representatives and
employees against any and all liability, including costs, for infringement of any United
States' letters patent, trademark, or copyright infringement, including costs, contained in
Consultant's drawings and specifications provided under this Agreement.
CU SOLUTIONS GROUP, INC. DBA HRN MANAGEMENT GROUP, INC. Page 8
20. RECORDS
Consultant shall keep records and invoices in connection with the Work to be performed
under this Agreement. Consultant shall maintain complete and accurate records with
respect to the costs incurred under this Agreement and any Services, expenditures and
disbursements charged to City, for a minimum period of three (3) years, or for any
longer period required by law, from the date of final payment to Consultant under this
Agreement. All such records and invoices shall be clearly identifiable. Consultant shall
allow a representative of City to examine, audit and make transcripts or copies of such
records and invoices during regular business hours. Consultant shall allow inspection
of all Work, data, Documents, proceedings and activities related to the Agreement for a
period of three (3) years from the date of final payment to Consultant under this
Agreement.
21. WITHHOLDINGS
City may withhold payment to Consultant of any disputed sums until satisfaction of the
dispute with respect to such payment. Such withholding shall not be deemed to
constitute a failure to pay according to the terms of this Agreement. Consultant shall
not discontinue Work as a result of such withholding. Consultant shall have an
immediate right to appeal to the City Manager or his /her designee with respect to such
disputed sums. Consultant shall be entitled to receive interest on any withheld sums at
the rate of return that City earned on its investments during the time period, from the
date of withholding of any amounts found to have been improperly withheld.
22. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional
inexperience of Consultant which result in expense to City greater than what would
have resulted if there were not errors or omissions in the Work accomplished by
Consultant, the additional design, construction and /or restoration expense shall be
borne by Consultant. Nothing in this paragraph is intended to limit City's rights under the
law or any other sections of this Agreement.
23. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS
City reserves the right to employ other Consultants in connection with the Project.
24. CONFLICTS OF INTEREST
24.1 The Consultant or its employees may be subject to the provisions of the
California Political Reform Act of 1974 (the "Act'), which (1) requires such persons to
disclose any financial interest that may foreseeably be materially affected by the Work
performed under this Agreement, and (2) prohibits such persons from making, or
participating in making, decisions that will foreseeably financially affect such interest.
24.2 If subject to the Act, Consultant shall conform to all requirements of the
Act. Failure to do so constitutes a material breach and is grounds for immediate
termination of this Agreement by City. Consultant shall indemnify and hold harmless
CU SOLUTIONS GROUP, INC. DBA HRN MANAGEMENT GROUP, INC. Page 9
City for any and all claims for damages resulting from Consultant's violation of this
Section.
25. NOTICES
25.1 All notices, demands, requests or approvals to be given under the terms of
this Agreement shall be given in writing, and conclusively shall be deemed served when
delivered personally, or on the third business day after the deposit thereof in the United
States mail, postage prepaid, first -class mail, addressed as hereinafter provided. All
notices, demands, requests or approvals from Consultant to City shall be addressed to
City at:
Attn: Lauren Farley, Acting Human Resources Director
Human Resources Department
City of Newport Beach
3300 Newport Boulevard
PO Box 1768
Newport Beach, CA 92658
Phone: 949- 644 -3256
Fax: 949 - 644 -3305
25.2 All notices, demands, requests or approvals from CITY to Consultant shall
be addressed to Consultant at:
Attention: Russell Gerrard
CU SOLUTIONS GROUP, INC. DBA HRN MANAGEMENT
GROUP, INC.
802 East Winchester Street, Suite 200
Salt Lake City, Utah 84107
Phone: 800 - 940 -7522
Fax: 801 - 747 -1175
26. CLAIMS
The Consultant and the City expressly agree that in addition to any claims filing
requirements set forth in the Agreement, the Consultant shall be required to file any
claim the Consultant may have against the City in strict conformance with the Tort
Claims Act (Government Code sections 900 et seq.).
27. TERMINATION
27.1 In the event that either party fails or refuses to perform any of the
provisions of this Agreement at the time and in the manner required, that party shall be
deemed in default in the performance of this Agreement. If such default is not cured
within a period of two (2) calendar days, or if more than two (2) calendar days are
reasonably required to cure the default and the defaulting party fails to give adequate
assurance of due performance within two (2) calendar days after receipt of written
notice of default, specifying the nature of such default and the steps necessary to cure
such default, and thereafter diligently take steps to cure the default, the non - defaulting
CU SOLUTIONS GROUP, INC. DBA HRN MANAGEMENT GROUP, INC. Page 10
party may terminate the Agreement forthwith by giving to the defaulting party written
notice thereof.
27.2 Notwithstanding the above provisions, City shall have the right, at its sole
discretion and without cause, of terminating this Agreement at any time by giving seven
(7) calendar days prior written notice to Consultant. In the event of termination under
this Section, City shall pay Consultant for Services satisfactorily performed and costs
incurred up to the effective date of termination for which Consultant has not been
previously paid. On the effective date of termination, Consultant shall deliver to City all
reports, Documents and other information developed or accumulated in the
performance of this Agreement, whether in draft or final form.
28. STANDARD PROVISIONS
28.1 Compliance with all Laws. Consultant shall at its own cost and expense
comply with all statutes, ordinances, regulations and requirements of all governmental
entities, including federal, state, county or municipal, whether now in force or hereinafter
enacted. In addition, all Work prepared by Consultant shall conform to applicable City,
county, state and federal laws, rules, regulations and permit requirements and be
subject to approval of the Project Administrator and City.
28.2 Waiver. A waiver by either party of any breach, of any term, covenant or
condition contained herein shall not be deemed to be a waiver of any subsequent
breach of the same or any other term, covenant or condition contained herein, whether
of the same or a different character.
28.3 Integrated Contract. This Agreement represents the full and complete
understanding of every kind or nature whatsoever between the parties hereto, and all
preliminary negotiations and agreements of whatsoever kind or nature are merged
herein. No verbal agreement or implied covenant shall be held to vary the provisions
herein.
28.4 Conflicts or Inconsistencies. In the event there are any conflicts or
inconsistencies between this Agreement and the Scope of Services or any other
attachments attached hereto, the terms of this Agreement shall govern.
28.5 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for or
against either party by reason of the authorship of the Agreement or any other rule of
construction which might otherwise apply.
28.6 Amendments. This Agreement may be modified or amended only by a
written document executed by both Consultant and City and approved as to form by the
City Attorney.
28.7 Severability. If any term or portion of this Agreement is held to be invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions of this Agreement shall continue in full force and effect.
CU SOLUTIONS GROUP, INC. DBA HRN MANAGEMENT GROUP, INC. Page 11
28.8 Controlling Law And Venue. The laws of the State of California shall
govern this Agreement and all matters relating to it and any action brought relating to
this Agreement shall be adjudicated in a court of competent jurisdiction in the County of
Orange.
28.9 Equal Opportunity Employment. Consultant represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee
or applicant for employment because of race, religion, color, national origin, handicap,
ancestry, sex, age or any other impermissible basis under law.
28.10 No Attorney's Fees. In the event of any dispute or legal action arising
under this Agreement, the prevailing party shall not be entitled to attorney's fees.
28.11 Counterparts. This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original and all of which together shall
constitute one and the same instrument.
[SIGNATURES NEXT PAGE]
CU SOLUTIONS GROUP, INC. DBA HRN MANAGEMENT GROUP, INC. Page 12
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: �-;;--
i I
Aaron "ar
City Attorney
ATTEST: a�)
Date:
Fig
WE •
City Clerk
CITY OF NEWPORT BEACH,
A California municipal corporation
Lauren Farley j
Acting Human Resources Director
CONSULTANT: CU SOLUTIONS
GROUP, INC. DBA HRN MANAGEMENT
GROUP, INC., a Utah corporation
Date: 4 - 3u - t 3-
By: `�U f' 4'�'u 2 1
Michele Lindsay
Executive Vice President
Date:
By:
Steve Schwartz
Chief Financial Officer
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
CU SOLUTIONS GROUP, INC. DBA HRN MANAGEMENT GROUP, INC. Page 13
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HRN is committed to providing professional support to our clients starting with implementation. Two
services you may find cost - effective are our Import and Customization Services.
Import Service — We will import your employee data quickly and accurately. Performance Pro will be
up and running in no time.
Customization Service — Customizing assistance is available from an experienced HR consultant. We
can assist you with writing and customizing factors, position templates, and goals. If there are any other
areas of implementation for which you'd like additional customization assistance, we will be happy to
accommodate you.
HRN Performance Solutions
HRN Performance Solutions was founded in 1989 in response to the growing business demand for human
resource services. Since then we have expanded from a small firm into a well- respected human resource
product and consulting company with a national presence. Our focus and mission are simple: offer high
quality products and services that simplify and improve the management of employees and ultimately save
our clients time and money.
Pricing Summary
Performance Pro pricing is based upon the number of employee licenses you require. A license is required
for each employee that will be entered into the system. Your number of licenses can be easily increased as
your organization grows.
Your total purchase price for Performance Pro would be as follows:
HRN Performance Solutions w .hrnonline.min
(800) 940 -7522 Page 2
HRN
PERFORM4NCE SOLUTIONS
Performance Pro Pricing Summary
To: City of Newport Beach ('Client')
Date: March 29, 2012
Services & Fees: HRN Performance Solutions will provide the following services:
Option 1: Full -Time Employees Only
Description
Quantity
Unit Price
Ext. Price
Performance Pro Licensing
750
$30.00
$22,500.00
`Multi- Appraiser Module (option 1 - per license pricing: minimum of 15)
$30.00
$0.00
'Multi- Appraiser Module (option 2 - 40% all inclusive)
$12.00
$0.00
15% Discount on 1st -Year License Cost (valid through 3/30/2012)
1
- $3,375.00
- $3,375.00
Online Administrative User Training Series (single user, 4 -5 sessions)
1
$325.00
$325.00
Train the Trainer Materials
1
$395.00
$395.00
Job Descriptions Module (including 200 complete job descriptions)
No Charge
Import Service (up to four hours)
No Charge
Hosting Services
No Charge
Ongoing, Live Support (including professional services)
No Charge
'Online Appraiser /Employee Training Session (up to 20 participants)
$375.00
$0.00
'Day(s) of Onsite Training (travel expenses additional)
$2,350.00
$0.00
"Additional Online Training Options for Administrative Users
$325 - $1,099
$0.00
`Optional Services; *Bee the Performance Pm Training Options and Curriculum Summary
Total
$19,845.00
Option 2: Full -Time and Part -Time Employees
Description Quantity Unit Price Ext. Price
Performance Pro Licensing 1050 $24.00 $25,200.00
'Multi- Appraiser Module (option 1 - per license pricing: minimum of 15) $24.00 $0.00
'Multi - Appraiser Module (option 2 - 40% all inclusive) $9.60 $0.00
15% Discount on 1st -Year License Cost (valid through 3/30/2012) 1 - $3,780.00 - $3,780.00
Online Administrative User Training Series (single user, 4 -5 sessions) 1 $325.00 $325.00
Train the Trainer Materials 1 $395.00 $395.00
Job Descriptions Module (including 200 complete job descriptions) No Charge
Import Service (up to four hours) No Charge
Hosting Services No Charge
Ongoing, Live Support (including professional services) No Charge
`Online Appraiser /Employee Training Session (up to 20 participants) $375.00 $0.00
`Day(s) of Onsite Training (travel expenses additional) $2,350.00 $0.00
"Additional Online Training Options for Administrative Users $325 - $1,099 $0.00
'Optional Services; ' *See the Performance Pro Training Options and Curriculum Summary Total $22,140.00
Payment Terms: Full payment is due within 30 days of service activation. Your service will be activated within 24-
hours of your order, providing immediate access to Performance Pro. Interest of 1.5% per month
will accrue on all delinquent balances. HRN offers a 30-day (calendar days) money back
guarantee. If applicable, travel expenses for onsite training are billed separately. No refunds are
provided for onsite training or other HRN consulting services that have been delivered.
You will receive a license to use Performance Pro, basic customer support, online hosting: services
and product upgrades for one year from the date that service is activated. HRN offers a 30-day
money back guarantee. We will refund the purchase price of your Performance Pro licenses and
Train the Trainer materials should you cancel within 30 calendar days of activation. No refunds will
be provided for onsite training, import services, or other HRN consulting services.
HRN Performance Solutions w .hrnonline.com
(800) 940 -7522 Page 3
Renewal: Performance Pro is currently renewed on an annual basis at 37% of the current license count
(multi- appraiser module is an additional 40% of the renewal fee).. Your renewal includes ongoing
basic technical support, online hosting services and all upgrades. Renewal fees are based on the
then current fees. Prices are subject to change but will not increase more than 3% annually. You
are under no obligation to continue the service. However, failure to pay the annual renewal will
terminate this agreement and your license to use Performance Pro,
Only HRN staff and certified consultants are authorized to perform Performance Pm implementation R training.
HRN Performance Solutions is an equal opportunity employer and as such complies with 41 C.F.R. § 60-1.4.
Client
By:
Company: City of Newport Beach
HRN Performance Solutions
By: Michele Lindsay, Executive VP
HRN Performance Solutions
Please return the signed agreement and retain a copyforyourrecords. We look forward to serving you.
HRN Performance Solutions
(900) 940 -7522
www.hrnonline.com
Page 4
Attachment B
To the Agreement between the City of
Newport Beach and HRN Performance Solutions
Schedule of Billing Rates
Year 1
Item
Peformance Pro Licensing
15% Discount
Online Administrative User Training
Train the Tainer Materials
Total Year 1
Year 2
Licensing Renewal (annual)
37% of current license agreement
Maximum 3 %annual increase
(Not to Exceed)
Total Year 2
Grand Total
Optional Services
Online Appriaser /Employee Training
Sessions (max of 20 employees)
Daily Rate for On -site Training (travel
costs additional)
Additional online training for
Administrative User
Quantity
1050
1
1
Unit Price
$24.00
-$3.60
$325.00
$395.00
1050 $8.88
EXHIBIT B
Price
$25,200.00
- $3,780.00
$325.00
$395.00
$22,140.00
$9,324.00
$279.72
$9,603.72
$31,743.72
$375.00
$2,350.00
$325 - $1,099
HRN
PERFORMANCE SOLUTIONS
Proposal for City of Newport Beach
Program Benefits & Features
EXHIBIT A
Performance Pro Proposal
HRN Performance Solution's Performance Pro is a fully customizable, online appraisal system that
makes performance evaluation and employee development simple and easy. The result is a strategic
and meaningful evaluation.
HR Department Benefits
• Hundreds of Position Templates and Performance Standards Make Customization Simple
• Online, Central Storage Eliminates the "Paper Shuffle"
• Email Alerts Automate Reminders to Employees, Ensuring Timely Completion
• Management Reports Simplify Appraisal Management
• Data Import Makes Setup and Maintenance Simple
• Comprehensive Factor and Goal Assignment and Weighting Improves Appraisal Quality
• Route Appraisals and Forms for Approval and Edits
Appraiser & Employee Benefits
• Professional Appraisals May Be Completed in Minutes
• Accommodates Dual- Appraiser Evaluation Input
• Integrated Goal Library Enhances Employee Development Planning
• Customizable Dashboard Provides At- a- Glance Status Updates and Action Alerts
• Performance History Permits Recording of Notes and Formal Performance Documentation
• Employee Self- Appraisal Improves Communication
• Downline View and Edit Permit Quick Review of Employees' Appraisals
• Comment Coaching Offers Constructive Feedback Suggestions
• Managers' Resources Include Appraisal, Goal, Corrective Action, and Comment Tips
Organizational Benefits
• Cost Effective, Strategic Appraisals Support Organizational Mission
• 24/7 Easy, Secure and Worldwide Internet Access
• Layered Program Security Protects Your Sensitive Data
• Internal IT Support is Minimized As Application is Hosted on Our Servers
• Cascade Goals to Multiple Employees
• Optional Multi- Appraiser Module
Performance Pro Upgrades
We're continually adding new features and improving the functionality of Performance Pro. These
features and upgrades will become available to you as they are implemented. All upgrades are included
in your annual licensing fee.
Free Performance Pro Customer Support
Our professional, timely, and courteous customer support distinguishes us from our competitors. At
HRN you'll always talk to a live customer support representative who will be able answer your simple
questions and will also help resolve your more complex issues. And best of all, basic customer support
is free.
Performance Pro Training
HRN Performance Solutions �.hmonline.com
(800) 940 -7522 Page 1