Loading...
HomeMy WebLinkAbout16- Performance Link, Organizational and Leadership Development for the City of Bozeman PROFESS1ONAL SERVICES-AGREEN IP,,NJ THIS AGREEMENT is made and entered into this 1"day of AAAi _, 2016, by and between the CITY OF BOZEMAN, MONTANA, a self governing munic'fpal corporation organized and existing under its Charter and the laws of the State of Montana, 121 North Rouse Street, Bozeman, Montana, with a retailing address of PO Box 1230, Bozeman, MT 59771, hereinafter referred to as "City," and, The Perlbrmatice Link, LLC hereinafter referred to as "Contractor." In consideration of the mutual covenants and agreements herein contained, the receipt and sufficiency whereof being hereby acknowledged, the parties Hereto agree as follows: 1. Purpose: City agrees to enter this Agreement with Contractor to perform for City services described in the Scope of Services attached hereto as Attachment"A"and by this reference made a part hereof. 2. Term/Effective„Date: This Agreement is effective upon the date of its execution (and will terminate upon the fulfillment of the Scope of Services. I 1 3. $S"t of Work: Contractor will perform the work and provide the services in accordance with the requirements of the Scope of Services attached as Exhibit A. For conflicts between this Agreement and the Scope of Services, unless specifically provided otherwise, the Agreement governs. 4. Paym'ent: City agrees to pay Contractor the amount specified in the Scope of Services. Any alteration or deviation from the described services that involves additional costs above the Agreement amount will be performed by Contractor after written request by the City, and will become an additional charge over and above the amount listed in the Scope of Services. The City must agree in writing upon any additional charges. 5. Cbatractor's Representations: To induce City to enter into this Agreement, Contractor makes the following representations: a. Contractor has familiarized itself with the nature and extent of this Agreement, the Prol'essional Services Agreement for 360 Evaluation for City Manager F'V 2015-FY 2016 Page I of 10 fi i and regulations that in any manner may affect cost,progress or performance of the Scope of Services. b. Contractor represents and warrants to City that it has the experience and ability to perform the services required by this Agreement; that it will perform said services in a professional, competent and timely manner and with diligence and skill; that it has the power to enter into and perform this Agreement and grant the rights granted in it; and that its performance of this Agreement shall not infringe upon or violate the rights of any third party,whether rights of copyright,trademark, privacy,publicity, libel, slander or any other rights of any nature whatsoever, or violate any federal, state and municipal laws. The City will not determine or exercise control as to general procedures or formats necessary to have these services meet this warranty. 6. Independent Contractor Status/Labor Relations: The parties agree that Contractor is an independent contractor for purposes of this Agreement and is not to be considered an employee of the City for any purpose. Contractor is not subject to the terms and provisions of the City's personnel policies handbook and may not be considered a City employee for workers' compensation or any other purpose. Contractor is not authorized to represent the City or otherwise bind the City in any dealings between Contractor and any third parties. Contractor shall comply with the applicable requirements of the Workers' Compensation Act, Title 39, Chapter 71, MCA, and the Occupational Disease Act of Montana, Title 39, Chapter 71, MCA. Contractor shall maintain workers' compensation coverage for all members and employees of Contractor's business, except for those members who are exempted by law. Contractor shall furnish the City with copies showing one of the following: (1) a binder for workers' compensation coverage by an insurer licensed and authorized to provide workers' compensation insurance in the State of Montana; or (2) proof of exemption from workers' compensation granted by law for independent contractors. Contractor shall indemnify, defend, and hold the City harmless from any and all claims, demands, costs, expenses, damages, and liabilities arising out of, resulting from, or occurring in connection with any labor problems or disputes or any delays or stoppages of work associated with such problems or disputes and for any claims regarding underpaid prevailing wages. 7. Indemnitv/Waiver of Claims/Insurance: For other than professional services rendered, to the fullest extent permitted by law, Contractor agrees to release, defend, indemnify, and hold harmless the City, its agents, representatives, employees, and officers (collectively referred to for purposes of this Section as the City) from and against any and all claims, demands, actions, fees and costs (including attorney's fees and the costs and fees of and expert witness and consultants), losses, expenses,liabilities(including liability where activity is inherently or intrinsically dangerous) b, Professional Services Agreement for 360 Evaluation for City Manager FY 2015—FY 2016 G Page 2 of 10 or damages of whatever kind or nature connected therewith and without limit and without regard to the cause or causes thereof or the negligence of any party or parties that may be asserted against, recovered from or suffered by the City occasioned by, growing or arising out of or resulting from or in any way related to: (i)the negligent,reckless, or intentional misconduct of the Contractor; and (ii) any negligent,reckless,or intentional misconduct of any of the Contractor's agents. For the professional services rendered, to the fullest extent permitted by law, Contractor agrees to indemnify and hold the City harmless against claims, demands, suits, damages,losses, and expenses,including reasonable defense attorney fees,to the extent caused by the negligence or willful misconduct of the Contractor or Contractor's agents or employees. Such obligations shall not be construed to negate,abridge,or reduce other rights or obligations of indemnity that would otherwise exist. The indemnification obligations of this Section must not be construed to negate, abridge, or reduce any common-law or statutory rights of the indemnitee(s) which would otherwise exist as to such indemnitee(s). Contractor's indemnity under this Section shall be without regard to and without any right to contribution from any insurance maintained by City. Should any indemnitee described herein be required to bring an action against the Contractor to assert its right to defense or indemnification under this Agreement or under the Contractor's applicable insurance policies required below the indemnitee shall be entitled to recover reasonable costs and attorney fees incurred in asserting its right to indemnification or defense but only if a court of competent jurisdiction determines the Contractor was obligated to defend the claim(s) or was obligated to indemnify the indemnitee for a claim(s)or any portion(s)thereof. In the event of an action filed against City resulting from the City's performance under this Agreement,the City may elect to represent itself and incur all costs and expenses of suit. r k G Contractor also waives any and all claims and recourse against the City or its officers, agents i or employees, including the right of contribution for loss or damage to person or property arising from,growing out of,or in any way connected with or incident to the performance of this Agreement except"responsibility for his own fraud, for willful injury to the person or property of another, or for violation of law,whether willful or negligent" as per 28-2-702,MCA. a These obligations shall survive termination of this Agreement and the services performed hereunder. N Professional Services Agreement for 360 Evaluation for City Manager FY 2015—FY 2016 t Page 3 of 10 j[ i These obligations shall survive termination of this Agreement and the services performed hereunder. In addition to and independent from the above, Contractor shall at Contractor's expense secure insurance coverage through an insurance company or companies duly licensed and authorized to conduct insurance business in Montana which insures the liabilities and obligations specifically assumed by the Contractor in this Section. The insurance coverage shall not contain any exclusion for liabilities specifically assumed by the Contractor in subsection (a)of this Section. The insurance shall cover and apply to all claims, demands, suits, damages, losses, and expenses that may be asserted or claimed against, recovered from, or suffered by the City without limit and without regard to the cause therefore and which is acceptable to the City and Contractor shall furnish to the City an accompanying certificate of insurance and accompanying endorsements in amounts not less than as follows: • Workers' Compensation—statutory; • Commercial General Liability - $1,00(),000 per occurrence; `1;2,000,000 annual aggregate,and proper y cr�nabe roc I y t •l • The above amounts shall be exclusive of defense costs. The City of Bozeman, its officers, agents, and employees, shall be endorsed as an additional or named insured on a primary non- contributory basis on both the Commercial General and Automobile Liability policies. The I insurance and required endorsements must be in a form suitable to City and shall include no less 1 than a thirty (30) day notice of cancellation or non-renewal. The City must approve all insurance � coverage and endorsements prior to the Contractor commencing work. Contractor shall notify City ? within two (2) business days of Contractor's receipt of notice that any required insurance coverage will be terminated or Contractor's decision to terminate any required insurance coverage for any � reason. T11e Cty MXtj t_stppr prior to the Contractor commcnc_ng,!vorkt 8. Terrriin rt {fin for Contractor's_F�It: a. If Contractor refuses or fails to timely do the work, or any part thereof, or fails to perform any of its obligations under this Agreement,or otherwise breaches any terms Professional Services Agreement For 360 Evaluation Ibr City Manager I i�"Y 2015—FY 2016 Page 4 of 10 I I i b. In the event of a termination pursuant to this Section 8, Contractor shall be entitled to payment only for those services Contractor actually rendered. C. Any termination provided for by this Section 8 shall be in addition to any other remedies to which the City may be entitled under the law or at equity. d. In the event of termination under this Section 8, Contractor shall, under no circumstances, be entitled to claim or recover consequential, special, punitive, lost business opportunity, lost productivity, field office overhead, general conditions costs, or lost profits damages of any nature arising, or claimed to have arisen,as a result of the termination. 9. Termination for City's Convenience: a. Should conditions arise which, in the sole opinion and discretion of the City, make it advisable to the City to cease performance under this Agreement City may terminate this Agreement by written notice to Contractor ("Notice of Termination for City's Convenience"). The termination shall be effective in the manner specified in the Notice of Termination for City's Convenience and shall be without prejudice to any claims that the City may otherwise have against Contractor. a b. Upon receipt of the Notice of Termination for City's Convenience unless otherwise directed in the Notice, the Contractor shall immediately cease performance under this Agreement and make every reasonable effort to refrain from continuing work, incurring additional expenses or costs under this Agreement and shall immediately cancel all existing orders or contracts upon terms satisfactory to the City. Contractor shall do only such work as may be necessary to preserve, protect, and maintain work already completed or immediately in progress. C. In the event of a termination pursuant to this Section 9, Contractor is entitled to payment only for those services Contractor actually rendered on or before the receipt of the Notice of Termination for City's Convenience. d. The compensation described in Section 9(c) is the sole compensation due to Contractor for its performance of this Agreement. Contractor shall, under no circumstances, be entitled to claim or recover consequential,special,punitive,lost business opportunity,lost productivity, field office overhead, general conditions costs, or lost profits damages of any nature arising, or claimed to have arisen, as a result of the termination. Professional Services Agreement for 360 Evaluation for City Manager FY 2015—FY 2016 Page 5 of 10 a i Contractor for its performance of this Agreement. Contractor shall, under no circumstances, be entitled to claim or recover consequential, special, punitive, lost business opportunity, lost productivity, field office overhead, general conditions costs, or lost profits damages of any nature arising,or claimed to have arisen,as a result of the termination. 10. Limitation Co tractorls..Dam tgq; Time_for Asserting Cli im: a. In the event of a claim for damages by Contractor under this Agreement, Contractor's damages shall be limited to contract damages and Contractor hereby expressly waives any right to claim or recover consequential, special, punitive, lost business opportunity, lost productivity, field office overhead, general conditions costs, or lost profits damages of any nature or kind. b. In the event Contractor wants to assert a claim for damages of any kind or nature, Contractor shall provide City with written notice of its claim, the facts and circumstances surrounding and giving rise to the claim, and the total amount of damages sought by the claim, within thirty (30) days of the facts and circumstances giving rise to the claim. In the event Contractor fails to provide such notice, Contractor shall waive all rights to assert such claim. 11. itepresentatives: a. CRxi.i. Representati-ve: The City's Representative for the purpose of this Agreement shall be Carson "Taylor (Mayor) or such other individual as City shall designate in writing. Whenever approval or authorization from or communication or submission to City is required by this Agreement. such communication or submission shall be directed to James Goehrung as the City's Representative and approvals or authorizations shall be issued only by such-Representative; provided, however, that in exigent circumstances when City's Representative is not available, Contractor may direct its communication or submission to other designated City personnel or agents as listed above and may receive approvals or authorization from such persons. b. Contractor s, Representative: The Contractor's Representative for the purpose of this Agreement shall be Erin Hirsehland� or such other individual as Contractor shall designate in writing. Whenever direction to or communication with Contractor is required by this Agreement, such direction or communication shall be directed to Contractor's Representative; provided, however, that in exigent circumstances when Contractor's Representative is not available:, City may direct its direction or communication Professional Services Agreement for 360 C:valuation for City Manager I FY 201 S•--1•Y 2016 Page C M t 0 1 business license, and inspections from applicable governmental authorities, and pay all fees and charges in connection therewith. 13 Laws and Regulations: Contractor shall comply fully with all applicable state and federal laws, regulations, and municipal ordinances including, but not limited to, all workers' compensation laws,all environmental laws including, but not limited to,the generation and disposal of hazardous waste, the Occupational Safety and Health Act (OSHA), the safety rules, codes, and provisions of the Montana Safety Act in Title 50, Chapter 71,MCA,all applicable City, County, and State building and electrical codes, the Americans with Disabilities Act, and all non-discrimination, affirmative action,and utilization of minority and small business statutes and regulations. 14. Nondiscrimination: The Contractor agrees that all hiring by Contractor of persons performing this Agreement shall be on the basis of merit and qualifications. The Contractor will have a policy to provide equal employment opportunity in accordance with all applicable state and federal anti-discrimination laws, regulations,and contracts. The Contractor will not refuse employment to a person,bar a person from employment,or discriminate against a person in compensation or in a term, condition,or privilege of employment because of race, color,religion,creed,political 'ideas,sex,age, marital status, national origin, actual or perceived sexual orientation, gender identity, physical or mental disability, except when the reasonable demands of the position require an age, physical or mental disability, marital status or sex distinction. The Contractor shall be subject to and comply with Title VI of the Civil Rights Act of 1964; Section 140, Title 2, United States Code, and all regulations promulgated thereunder. The Contractor shall require these nondiscrimination terms of its sub-Contractors providing services under this agreement. 15. Intoxicants, DOT Drur,and Alcohol Regulations/Safety and Training: Contractor shall not permit or suffer the introduction or use of any intoxicants,including alcohol or illegal drugs, by any employee or agent engaged in services to the City under this Agreement while on City property f or in the performance of any activities under this Agreement. Contractor acknowledges it is aware of and shall comply with its responsibilities and obligations under the U.S.Department of Transportation (DOT)regulations governing anti-drug and alcohol misuse prevention plans and related testing. City shall have the right to request proof of such compliance and Contractor shall be obligated to furnish such proof. j The Contractor shall be responsible for instructing and training the Contractor's employees and agents in proper and specified work methods and procedures. The Contractor shall provide continuous inspection and supervision of the work performed. The Contractor is responsible for instructing his employees and agents in safe work practices. i f Professional Services Agreement for 360 Evaluation for City Manager FY 2015—FY 2016 Page 7 of 10 16. Modification and Assignability: This Agreement may not be enlarged,modified or altered except by written agreement signed by both parties hereto. The Contractor may not subcontract or assign Contractor's rights, including the right to compensation or duties arising hereunder,without the prior written consent of City. Any subcontractor or assignee will be bound by all of the terms and conditions of this Agreement. 17. Reports/Accountability/Public Information: Contractor agrees to develop and/or provide documentation as requested by the City demonstrating Contractor's compliance with the requirements of this Agreement. Contractor shall allow the City, its auditors, and other persons authorized by the City to inspect and copy its books and records for the purpose of verifying that the reimbursement of monies distributed to Contractor pursuant to this Agreement was used in compliance with this Agreement and all applicable provisions of federal, state, and local law. The Contractor shall not issue any statements, releases or information for public dissemination without prior approval of the City. 18. Non-Waiver:A waiver by either panty any default or breach by the other party of any terms or conditions of this Agreement does not limit the other party's right to enforce such term or conditions or to pursue any available legal or equitable rights in the event of any subsequent default or breach. 19. Attorney's Fees and Costs: That in the event it becomes necessary for either Party of this Agreement to retain an attorney to enforce any of the terms or conditions of this Agreement or to give any notice required herein, then the prevailing Party or the Party giving notice shall be entitled to reasonable attorney's fees and costs,including fees,salary,and costs of in-house counsel to include City Attorney. I 20. Taxes: Contractor is obligated to pay all taxes of any kind or nature and make all appropriate employee withholdings. 21. Dispute Resolution: i a. Any claim, controversy, or dispute between the parties, their agents, employees, or representatives shall be resolved first by negotiation between senior-level personnel from each party duly authorized to execute settlement agreements. Upon mutual agreement of the parties,the parties may invite an independent,disinterested mediator to assist in the negotiated settlement discussions. b. If the parties are unable to resolve the dispute within thirty(30)days from the it Professional Services Agreement for 360 Evaluation for City Manager 1 FY 2015—FY 2016 Page 8 of 10 4 I� E I date the dispute was first raised, then such dispute may only be resolved in a court of competent jurisdiction in compliance with the Applicable.Law provisions of this Agreement. 22. Survival: Contractor's indemnification shall survive the termination or expiration of this Agreerent for the maximum period allowed under applicable law. 23. Headinas: The headings used in this Agreement are for convenience only and are not be construed as a part of the Agreement or as a limitation on the scope of the particular paragraphs to which they refer. 24. Severability: If any portion of this Agreement is held to be void or unenforceable,the balance thereof shall continue in effect. 25. Applicable Law: The parties agree that this Agreement is governed in all respects by the laws of the State of Montana. 26. Binding Effect: This Agreement is binding upon and inures to the benefit of the heirs, legal representatives, successors, and assigns of the parties. 27. No Third-Party Beneficiary: This Agreement is for the exclusive benefit of the parties, does not constitute a third-party beneficiary agreement, and may not be relied upon or enforced by a third party. 28. Counterparts: This Agreement may be executed in counterparts, which together constitute one instrument. 29. Integration: This Agreement and all Exhibits attached hereto constitute the entire agreement of the parties. Covenants or representations not contained therein or made a part thereof by reference,are not binding upon the parties. There are no understandings between the parties other than as set forth in this Agreement. All communications, either verbal or written, made prior to the date of this Agreement are hereby abrogated and withdrawn unless specifically made a part of this Agreement by reference. LI\D OF AGREEMENT EXCEPT FOR SIGNATURES i Professional Services Agreement for 360 Evaluation for City Manager FY 2015—FY 2016 ! Page 9 of 10 3 i f f w r i! i **** END OF AGREEMENT EXCEPT FOR SIGNATURES **** IN WITNESS WHEREOF, the parties hereto have executed this instrument the day and year first above written. CITY OF BOZEMAN, MONTANA Erin Hirschland CONTRACTOR(Type Name Above) By ca"V �) 13y Carson'Taylor, Mayor / Print Name: �1►-t Print Title: _ inn t i1wlT APPR +D AS,.,TD FORM: By G Sullivan, Bozeman City Attorney Professional Services Agreement for 360 Evaluation for Cite Manager FY 2015 FY 2016 Page 10 of 10 I I I 1 i .............- 14A PARTNERS mum The Performance Unk, LLC Attachment A- Scope of Services March 1,2016 Dear Carson, Thank you for the opportunity to support the City of Bozeman's organizational and leadership development through this comprehensive,two-part engagement with your City Manager.Below are our recommendations: Part I: 360-degree Leadership Assessment The process we employ includes full Implementation of a proven 360-degree tool powered by The Booth Company,whose elements are statistically validated for measuring key leadership behaviors impacting organizational performance.It is a system used with Performance Link clients across sectors of all organizational types and sizes. The assessment is role-specific,enabling us to focus on effective leadership behavior for,in this case,the City Manager role,providing actionable feedback on trainable skills.The resulting feedback Is detailed and comprehensive,and is also benchmarked against over 1 million responses. The 360 Process delivered by Erin Hirschland and The Performance Link includes: • The Assessment Portal o Complete end-to-end online experience for the participant and the raters o Implemented by a third-party partner(The Booth Company)that provides systematic methods for maintaining anonymity of raters and confidentiality of survey results o Interactive web-based reporting,with development tips and action planning i Part II:Interviews with a sample of the City Manager's colleagues and Commissions Individual,1:1 phone interviews with a sample(8 total) of the City Manager's direct reports, peers and the Commission will provide qualitative support offering additional detail and Insight into the quantitative feedback of the above 360-degree process. i The output will be an anonymized synthesis of both the 360-degree assessment results and i interview feedback,summarized for both the City Manager and the Commission,providing insight into the most effective ways to support the City Manager's professional development and leadership impact. The Performance Link, LLC 14399 S. Meadow Drive I Boulder, Colorado i I Process Steps: 1. Administer 360-degree Leadership Assessment 2. Conduct phone interviews with 8 of the City Manager's colleagues and Commission 3. 1st Session--1:1 Feedback Results Coaching Session with Erin Hirschland and the City Manager(90 minutes,in-person) o This confidential session is designed to understand the current context, feedback results,and begin the framework for an action-plan around the City Manager's greatest strengths and opportunities for improvement. 4. Facilitated discussion with City Manager and Commissioners,sharing 360 results and framing action steps for development(details below under Optimizing this Investment) S. Six additional coaching sessions—1:1 coaching sessions with Erin Hirschland(60 minutes,via Skype or similar),approximately 6-8 weeks apart o These confidential sessions are designed to support the City Manager's growth and development as he/she integrates the feedback and action plan into his/her business and performance objectives.The sessions will focus on amplifying those leadership behaviors that will have the greatest impact on the City Manager's results and the organization. Optimizing this investment Separate from the City Commission,Brock Anderson and the 1­12A Partners team will offer assistance on a pro-bono basis to help ensure the investment in the 360 Process is both beneficial to the City Manager as well as the City Commission and their oversight of his leadership. Assuming the City Manager is open to discussing his 360 feedback with the Commissioners, Brock and Erin will help to facilitate a group meeting with the Commissioners and the City Manager to build transparency around the 360 process with the goal of helping the Commission to determine the best ways to support and invest in the City Manager's professional development.Note that this should not be viewed as a part of formal or informal job performance assessment but aimed at creating the right environment for the City Manager to improve his contributions to the City of Bozeman.These meetings will start with an open dialogue between the entire commission and the City Manager as well as 1:1 meetings between Brock and the Commissioners as needed to help them identify ways to support the City Manager. We would propose that this process take place roughly between the first and second coaching sessions as outlined above. k t f Best Practices for an Effective 360 Process I 1. The purpose of a 360 is to develop more effective leadership behavior: Development is the fundamental purpose of 360 feedback surveys. Survey results �G should not affect performance assessments or incentive compensation.The 360 process is not designed to be used for performance reviews or appraisals,but rather to provide an individual with feedback on their demonstration of leadership competencies and skills. 2. Do the Pre-Work:Communication internally around why you are embarking on a 360 process,what is expected of the participants and raters,and how it will benefit the organization is critical to the success of the process.State that the 360 process The Performance Link, LLC 14399 S. Meadow Drive I Boulder, Colorado it I� provides leaders with a way to solicit feedback from peers,colleagues,direct reports,and their own leader,and that the feedback will be used to help the participant be the best leader he/she can be. 3. The Role of the Participant:The participant identifies the stakeholders that work directly with him/her,and is encouraged to invite as many raters as possible to receive a full range of perspectives,as well as maintain anonymity in the process. Along with gathering feedback from others,the participant completes the survey him/herself. 4. The Role of the Raters:The role of the raters is to provide honest and constructive feedback on their colleague's leadership development.Raters should feel they can provide feedback without fear of identification or retaliation.The knowledge that their identity is confidential can allow the raters to focus on each question individually and think about specific work-related examples to justify ratings. Professional Fees The professional fee for the engagement outlined above is$4500 payable to The Performance Link.The payment schedule is as follows: Amount of Payment Payment Schedule $2250 Upon initiation of engagement $1125 Ma 1,2016 $1125 October 1,2016 Travel,lodging and meal costs will be invoiced separately. Should you choose to augment the number of interviews in Part Il as discussed,we would be happy to do so.Each additional interview would be invoiced at$150. Any additional in-person days beyond the one provided for above shall be invoiced at$1650. Thank you,again,for reaching out.We are grateful for the opportunity to contribute to the continued success of the City of Bozeman. If the arrangements described in this letter are consistent with your understanding of the engagement,please sign an acknowledgement copy of this letter and return it to me. By signing this,you are also agreeing to The Booth Company's Terms of Use Agreement found here. i Erin Hirschland,Principal The Performance Link Brock Anderson 1­12A Partners LLC I i i The Performance Link, LLC 4399 S. Meadow Drive Boulder, Colorado j Acknowledged and accepted by: Printed name and title Signature and Date i 3 I i 3 z tl i I� Ij I I I The Performance Link, LLC 4399 S. Meadow Drivel Boulder,Colorado N