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HomeMy WebLinkAboutContract 58141 CSC No. 58141 PROFESSIONAL SERVICES AGREEMENT Integrated Leadership Concepts, Inc. This PROFESSIONAL SERVICES AGREEMENT ("Agreement")is made and entered into by and between the CITY OF FORT WORTH("City"), a Texas home rule municipal corporation,acting by and through David Cooke, its duly authorized City Manager, and INTEGRATED LEADERSHIP CONCEPTS,INC. ("Consultant"),a Texas corporation and acting by and through Paulette Turner,its duly authorized President,each individually referred to as a"party"and collectively referred to as the"parties." AGREEMENT DOCUMENTS: The Agreement documents shall include the following: 1. This Professional Services Agreement; 2. Exhibit A— Scope of Consulting Services for Municipal Court; and 3. Exhibit B—Pricing and Payment Schedule. Exhibits A and B,which are attached hereto and incorporated herein,are made a part of this Agreement for all purposes. In the event of any conflict between the terms and conditions of Exhibits A or B the terms and conditions set forth in the body of this Agreement,the terms and conditions of this Agreement shall control. 1. SCOPE OF SERVICES. Consultant shall provide consulting services for organizational development of Fort Worth Municipal Court staff, including all necessary preparatory work for such sessions, as more specifically set forth in Exhibit"A," Scope of Consulting Services (the "Services"). 2. TERM. This Agreement shall begin on the date as of which it has been executed by both parties("Effective Date")and shall expire on April 30,2023 ("Expiration Date"),unless terminated earlier in accordance with this Agreement(the "Term"). This Agreement may be extended for up to two(2)one-year renewal options mutually agreed in writing by both the City and Consultant. 3. COMPENSATION. Total compensation under this Agreement will not exceed ten thousand dollars and zero cents ($10,000). City shall pay Consultant the sum of$7,500.00 for all Services rendered under this Agreement, payable in two (2) equal installments, plus $175.00 for each individual DISC Assessment (as more specifically described in Exhibit"A"). The first installment of$3,750.00,plus payment of$1,400.00 for 8 individual DISC Assessments, will be due and payable within 30 calendar days following the Effective Date of this Agreement and receipt by the City of an invoice for the same from Consultant. The second and final installment of$3,750.00 will be due and payable within 30 calendar days following Consultant's completion of all Services required under this Agreement and receipt by the City of an invoice for the same from Consultant. Payment for any additional DISC Assessments administered beyond the initial 8 hereunder will be due and payable within 30 calendar days following receipt by the City of an invoice for the same by Consultant. Consultant shall not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City shall not be liable for any additional expenses of Consultant not specified by this Agreement unless City first approves such expenses in writing. OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX 4. TERMINATION. 4.1. Written Notice. City or Consultant may terminate this Agreement at any time and for any reason upon provision of written notice to the other. 4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Consultant of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, City shall pay Consultant for services actually rendered up to the effective date of termination. Upon termination of this Agreement for any reason, Consultant shall provide City with copies of all completed or partially completed documents prepared under this Agreement. In the event Consultant has received access to City Information or data as a requirement to perform services hereunder, Consultant shall return all City provided data to City in a machine readable format or other format deemed acceptable to City. 5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION. 5.1 Disclosure of Conflicts. Consultant hereby warrants to City that Consultant has made full disclosure in writing of any existing or potential conflicts of interest related to Consultant's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Consultant hereby agrees immediately to make full disclosure to City in writing. 5.2 Confidential Information. Consultant, for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by City("City Information")as confidential and shall not disclose any such information to a third party without the prior written approval of City. 5.3 Unauthorized Access. Consultant shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Consultant shall notify City immediately if the security or integrity of any City Information has been compromised or is believed to have been compromised, in which event, Consultant shall, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and shall fully cooperate with City to protect such City Information from further unauthorized disclosure. 6. RIGHT TO AUDIT. Consultant agrees that City shall, until the expiration of three (3) years after final payment under this contract, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records, including, but not limited to, all electronic records, of Consultant involving transactions relating to this Agreement at no additional cost to City. Consultant agrees that City shall have access during normal working hours to all necessary Consultant facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City shall give Consultant reasonable advance notice of intended audits. 7. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Consultant shall operate as an independent contractor as to all rights and privileges and work performed under this Agreement, and not as agent, representative or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, Consultant shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, consultants and subcontractors. Consultant acknowledges that the doctrine of respondeat superior shall not apply as between City, its officers, agents, servants and employees, and Consultant, its officers, agents, employees, servants, contractors and subcontractors. Consultant further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Consultant. It is further understood that City shall in no way be considered a Co-employer or a Joint employer of Consultant or any officers,agents, servants, employees or contractor and subcontractors. Neither Consultant, nor any officers, agents, servants,employees or subcontractors of Consultant shall be entitled to any employment benefits from City. Consultant shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees or subcontractors. 8. LIABILITY AND INDEMNIFICATION. 8.1 LIABILITY- CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS,PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCL UDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONSULTANT, ITS OFFICERS, AGENTS,SERVANTS OR EMPLOYEES. 8.2 GENERAL INDEMNIFICATION - CONSULTANT HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,AGENTS, SERVANTS AND EMPLOYEES, FROMAND AGAINST ANYAND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS(INCL UDINGALLEGED DAMAGE OR LOSS TO CONSULTANT'S B USINESS AND ANYRES ULTING LOST PROFITS)AND/OR PERSONAL INJURY,INCLUDING DEATH, TO ANY AND ALL PERSONS,ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CA USED BY THE NEGLIGENTACTS OR OMISSIONS OR MALFEASANCE OF CONSULTANT,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES: 8.3 INTELLECTUAL PROPERTY INDEMNIFICATION— Consultant agrees to defend, settle, or pay, at its own cost and expense, any claim or action against City for infringement of any patent, copyright, trade mark, trade secret, or similar property right arising from City's use of the software and/or documentation in accordance with this Agreement, it being understood that this agreement to defend, settle or pay shall not apply if City modifies or misuses the software and/or documentation. So long as Consultant bears the cost and expense of payment for claims or actions against City pursuant to this section, Consultant shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate with Consultant in doing so.In the event City,for whatever reason,assumes the responsibility for payment of costs and expenses for any claim or action brought against City for infringement arising under this Agreement, City shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Consultant shall fully participate and cooperate with City in defense of such claim or action. City agrees to give Consultant timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, City's assumption of payment of costs or expenses shall not eliminate Consultant's duty to indemnify City under this Agreement. If the software and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or restrained or,if as a result of a settlement or compromise,such use is materially adversely restricted, Consultant shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the software and/or documentation; or (b) modify the software and/or documentation to make it non-infringing,provided that such modification does not materially adversely affect City's authorized use of the software and/or documentation; or(c)replace the software and/or documentation with equally suitable, compatible, and functionally equivalent non-infringing software and/or documentation at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Consultant terminate this Agreement, and refund all amounts paid to Consultant by City, subsequent to which termination City may seek any and all remedies available to City under law. 9. ASSIGNMENT AND SUBCONTRACTING. 9.1 Assignment. Consultant shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of City. If City grants consent to an assignment, the assignee shall execute a written agreement with City and Consultant under which the assignee agrees to be bound by the duties and obligations of Consultant under this Agreement. Consultant and the assignee shall be jointly liable for all obligations of Consultant under this Agreement prior to the effective date of the assignment. 9.2 Subcontract. If City grants consent to a subcontract, any such subcontractor shall execute a written agreement with Consultant referencing this Agreement under which the subcontractor shall agree to be bound by the duties and obligations of Consultant under this Agreement as such duties and obligations may apply. Consultant shall provide City with a fully executed copy of any such subcontract. 10. INSURANCE. Consultant shall provide City with certificate(s)of insurance documenting policies of the following types and minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability: $1,000,000 - Each Occurrence $2,000,000 - Aggregate (b) Automobile Liability: $1,000,000 - Each occurrence on a combined single limit basis Coverage shall be on any vehicle used by Consultant in the course of providing services under this Agreement. 10.2 General Requirements (a) The commercial general liability policy shall name City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to City. Ten(10)days'notice shall be acceptable in the event of non-payment of premium.Notice shall be sent to the Risk Manager, City of Fort Worth,200 Texas Street,Fort Worth,Texas 76102,with copies to the Fort Worth City Attorney at the same address. (c) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A-VII in the current A.M. Best Key Rating Guide,or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required,written approval of Risk Management is required. (d) Any failure on the part of City to request required insurance documentation shall not constitute a waiver of the insurance requirement. (e) Certificates of Insurance evidencing that Consultant has obtained all required insurance shall be delivered to the City prior to Consultant proceeding with any work pursuant to this Agreement. 11. COMPLIANCE WITH LAWS, ORDINANCES,RULES AND REGULATIONS. Consultant agrees that in the performance of its obligations hereunder, it shall comply with all applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in connection with this Agreement will also comply with all applicable federal, state and local laws, ordinances,rules and regulations.If City notifies Consultant of any violation of such laws,ordinances,rules or regulations, Consultant shall immediately desist from and correct the violation. 12. NON-DISCRIMINATION COVENANT. Consultant,for itself,its personal representatives,assigns,subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of Consultant's duties and obligations hereunder,it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY CONSULTANT, ITS PERSONAL REPRESENTATIVES, ASSIGNS, SUBCONTRACTORS OR SUCCESSORS IN INTEREST, CONSULTANT AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 13. NOTICES. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives, (2)delivered by facsimile with electronic confirmation of the transmission,or(3)received by the other parry by United States Mail,registered, return receipt requested, addressed as follows: To CITY: To CONSULTANT: City of Fort Worth Integrated Leadership Concepts, Inc. Attn: Valerie Washington,Asst City Manager Attn: Paulette Turner 200 Texas Street 3801 Hillside Trail Fort Worth,TX 76102-6314 Grapevine, TX 76051 Facsimile: (817) 392-8654 Email: pturnerkilc-inc.com With copy to Fort Worth City Attorney's Office at same address 14. SOLICITATION OF EMPLOYEES. Neither City nor Consultant shall, during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor,any person who is or has been employed by the other during the term of this Agreement,without the prior written consent of the person's employer. Notwithstanding the foregoing,this provision shall not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. 15. GOVERNMENTAL POWERS. It is understood and agreed that by execution of this Agreement, City does not waive or surrender any of its governmental powers or immunities. 16. NO WAIVER. The failure of City or Consultant to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of City's or Consultant's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. GOVERNING LAW/VENUE. This Agreement shall be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action shall lie in state courts located in Tarrant County,Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 18. SEVERABILITY. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 19. FORCE MAJEURE. City and Consultant will exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement,but will not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control,including,but not limited to,compliance with any government law, ordinance, or regulation; acts of God; acts of the public enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action or inaction; orders of government; material or labor restrictions by any governmental authority; transportation problems; restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any States; civil disturbances; other national or regional emergencies; or any other similar cause not enumerated herein but which is beyond the reasonable control of the Party whose performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is suspended during the period of, and only to the extent of, such prevention or hindrance, provided the affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or hinders the Party's performance, as soon as reasonably possible after the occurrence of the Force Majeure Event, with the reasonableness of such notice to be determined by the City in its sole discretion.The notice required by this section must be addressed and delivered in accordance with Section 13 of this Agreement. 20. HEADINGS NOT CONTROLLING. Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a part of this Agreement,and are not intended to define or limit the scope of any provision of this Agreement. 21. REVIEW OF COUNSEL. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or Exhibits A and B. 22. AMENDMENTS/MODIFICATIONS/EXTENSIONS. No amendment,modification, or extension of this Agreement shall be binding upon a party hereto unless set forth in a written instrument,which is executed by an authorized representative of each party. 23. ENTIRETY OF AGREEMENT. This Agreement, including Exhibits A and B, contains the entire understanding and agreement between City and Consultant, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 24. COUNTERPARTS. This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute one and the same instrument. 25. WARRANTY OF SERVICES. Consultant warrants that its services will be of a high quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty(30)days from the date that the services are completed. In such event, at Consultant's option, Consultant shall either(a) use commercially reasonable efforts to re-perform the services in a manner that conforms with the warranty, or(b) refund the fees paid by City to Consultant for the nonconforming services. 26. IMMIGRATION NATIONALITY ACT. City actively supports the Immigration & Nationality Act (INA) which includes provisions addressing employment eligibility,employment verification,and nondiscrimination. Contractor shall verify the identity and employment eligibility of all employees who perform work under this Agreement. Contractor shall complete the Employment Eligibility Verification Form (I-9),maintain photocopies of all supporting employment eligibility and identity documentation for all employees,and upon request,provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Contractor shall establish appropriate procedures and controls so that no services will be performed by any employee who is not legally eligible to perform such services. Contractor shall provide City with a certification letter that it has complied with the verification requirements required by this Agreement. Contractor shall indemnify City from any penalties or liabilities due to violations of this provision. City shall have the right to immediately terminate this Agreement for violations of this provision by Contractor. 27. SIGNATURE AUTHORITY AND ELECTRONIC SIGNATURES. The person signing this Agreement hereby warrants that he/she has the legal authority to execute this Agreement on behalf of the respective party,and that such binding authority has been granted by proper order,resolution,ordinance or other authorization of the entity.This Agreement and any amendment hereto, may be executed by any authorized representative of Consultant whose name,title and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as Exhibit "C". Each parry is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. This Agreement may be executed by electronic signature, which will be considered as an original signature for all purposes and have the same force and effect as an original signature. For these purposes, "electronic signature"means electronically scanned and transmitted versions (e.g. via pdf file or facsimile transmission)of an original signature,or signatures electronically inserted via software such as Adobe Sign. 28. CHANGE IN COMPANY NAME OR OWNERSHIP Consultant shall notify City's Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of Consultant or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change,copy of the board of director's resolution approving the action,or an executed merger or acquisition agreement. Failure to provide the specified documentation so may adversely impact future invoice payments. 29. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL Consultant acknowledges that in accordance with Chapter 2270 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1)does not boycott Israel;and(2)will not boycott Israel during the term of the contract. The terms "boycott Israel"and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract, Consultant certifies that Consultant's signature provides written verification to the City that Consultant: (1) does not boycott Israel; and(2)will not boycott Israel during the term of the contract. IN WITNESS WHEREOF,the parties hereto have executed this Agreement to be effective as of the later date indicated below: (Signatures immediately follow on next page) ACCEPTED AND AGREED: CITY OF FORT WORTH: City: INTEGRATED LEADERSHIP CONCEPTS, INC. Vdy kk-- B Valerie,Washingtor(Sep 27,2022 09:25 CDT) Name: Valerie Washington By: Title: Assistant City Manager Name: Paulette Turner Se 27 2022 Title: President Date: p Date: Sep 25, 2022 FOR CITY OF FORT WORTH INTERNAL PROCESSES: Approval Recommended: Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including By: ensuring all performance and reporting Name: William F. Rumuly requirements. Title: Director By: Shelley Hollars(Sep 26,2022 08:33 CDT) Name: Shelley Hollars Approved as to Form and Legality: Title: Administrative Services Manager ro l.FOR?44; o %0 �O o��� By: Nico Arias(Sep 26,202213:31 CDT) 000 o=� Name: Nico Arias City Secretary: �a� o o 0 Title: Assistant City Attorney �� 000000000 a �Zl.nEXPSa� Contract Authorization: By: jaffietteS.Goodall(Sep 28,2022120 CDT) M&C: N/A Name: Jannette Goodall Form 1295: N/A Title: City Secretary OFFICIAL RECORD CITY SECRETARY FT.WORTH, TX Exhibit A Consulting Services for Fort Worth City Marshall Division of the Municipal Court Consulting Services at Integrated Leadership Concepts,Inc.: Located in Grapevine,Texas, Integrated Leadership Concepts, Inc. is a provider of organizational and leadership development solutions including consulting, customized workshops and executive coaching. We coach and develop leaders to achieve maximum success by customizing personal plans and providing tools that help them thrive in a changing world. Scope and Desired Outcomes of the Engagement: Integrated Leadership Concepts, Inc. will provide services to address behaviors within the Fort Worth City Marshall Division of the Municipal Court evidenced by complaints about the following perceived conditions: low morale,lack of communication and leadership bullying. The leadership team consists of the Director,the City Marshall,the Chief Marshall and five sergeants.With the leadership team,there are a total of 43 positions within the division of which 37 are currently filled. The desired outcomes of the consulting engagement are: 1. For all leaders to align their behaviors with the stated values of the City of Fort Worth 2. For the leadership to recognize the roles and responsibilities of all staff members and provide support that optimizes the entire team's effectiveness 3. For the leadership team to focus on being transparent and honest in support of building trust and a collaborative spirit throughout the Marshall Division 4. To ensure healthy and effective communication throughout the organization 5. To engender sound decision making throughout the team 6. To ensure the Marshall Division rank and file members feel their issues are heard and addressed, that lines of communication are open,that follow-up occurs as needed, and that they are supported by the leadership team. Objectives Based on proven research,pragmatic experience, and evidence-based coaching,the engagement consists of several interventions over a 6-month period to fulfil the following objectives: 1. Understand existing concerns and issues of rank and file members of the Marshall Division. 2. Raise the self-awareness of members of the Marshall Division leadership team. 3. Align the behaviors of the Marshall Division leadership team to the stated values of the City of Fort Worth, i.e., Exceptional Customer Experience, Accountability, Ethical Behavior, Diversity, Mutual Respect, Continuous Improvement. 4. Sustain behavioral change that demonstrates the values of the City of Fort Worth. 5. Serve as a sounding board and resource for the Department Head,William Rumuly, as needed. The activities to achieve the stated objectives include: • A 2-hour facilitated"Truth-seeking"session with the Department Head and rank and file members of the division to understand existing concerns. • The administering of the DISC Assessment for the Leadership Team • Reading assignment prior to the first session: The Five Dysfunctions of a Team by Patrick Lencioni • A 4-hour facilitated session for the leadership team to be held in October that includes o Analysis of the DISC Assessment o Leadership and team building skill analysis o Leadership skill plan development Exhibit A • Eight 1-hour facilitated sessions with the leadership team,five to be held every two weeks through the end of 2022 and one each in January, February and March of 2023 • Check-in calls/meetings with the Department Head prior to the monthly facilitated sessions to assess team cohesiveness and co-create monthly interventions 2-hour Facilitated "Truth-seeking" Session The purpose of this session is to allow the rank and file members of the Marshall Division to share their "truths"with the Department Head in a confidential setting.No other members of the leadership team will be invited to attend this meeting,which will be facilitated by the consultant. The Department Head's role will be to listen to gain knowledge and understanding. 4-hour Facilitated Leadership Session This highly interactive session is designed specifically for the leadership team. The session incorporates multiple facilitated activities, including group discussions, self-assessments and exercises. Pre-requisites for the session are the completion of the DISC assessment and reading of Five Dysfunctions ofa Team by Patrick Lencioni. Objectives: 1. Experience the value of recognizing personality styles and communication preferences and create strategies to effectively communicate throughout the Division. 2. Define, experience and apply principles,tools and a mindset to collaborate across team boundaries based on the City of Fort Worth's shared values and leverage resources for success. 3. Ensure an understanding of the roles and responsibilities of all members of the Division and create a plan to hold self and others accountable to perform. 4. Identify leadership skill gaps for development throughout the engagement. Topics: Who We Are: Personality Styles Using the DISC assessment,participants discover their personality profiles, communications styles and uncover strategies to communicate more effectively based on their style and the styles of leadership team members. What's Important to Us: Values and Identities Participants assess their personal values and discuss the shared values of the City of Fort Worth, so they can answer the questions: What is important to us?How does that align within the Marshall Division and across the City of Fort Worth? Leadership Skills Participants will identify leadership skills necessary to excel in their roles and assess areas for improvement across the leadership team. Future sessions will focus on skill development in these identified areas. Becoming a Cohesive Team Participants lay the foundation for effective teaming/collaboration through building trust(to counteract the first dysfunction of a team, lack of trust). Exhibit A 1-hour Monthly Facilitated Leadership Sessions The eight sessions to be delivered between October of 2022 and March of 2023 will focus on building leadership skills and understanding how to overcome the remaining Dysfunctions of a Team to become a more cohesive and collaborative team. The remaining Dysfunctions are: • Experiencing productive ideological conflict • Gaining buy-in and commitment to decisions • Holding each other accountable • Focusing on results Exhibit B Pricing and Payment Schedule The fee for the 6-month consulting agreement is $7500 plus the cost of the DISC assessments,which is $175.00 for each leader being assessed. At the time the contractual agreement is signed, Integrated Leadership Concepts, Inc. will invoice $3750 for half of the consulting agreement cost plus $1400 for the DISC assessments for the eight leaders. The remainder of the consulting agreement cost of$3750 will be invoiced at the end of the 6-month engagement. Remittances should be made payable to Integrated Leadership Concepts, Inc. Standard invoice terms are net 30 days. Payment should be remitted to: Paulette Turner Integrated Leadership Concepts, Inc. 3801 Hillside Trail Grapevine, Texas 76051 Professional Services Agreement(Integrated Leadership Concepts,Inc.)—Municipal Court Page 14 of 14