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1. Scone o f ServicesThe Consultant will provide assistance as requested or approved by City ofGreensboro Planning andCommunity Development (PCD) Director. Assistance to Staff may be requested on an as-needed basisfor, butnot limited to,the following services provided by theConsultant: One on one and team based management/leadership/human relations training and coaching to the

Department Management Team. Ongoing assistance with the reorganization ofthe Planning and Community DevelopmentDepartment and itsdivisions as requested. Work with other Departments in coordinating their efforts with PCD as requested. Conduct individual, divisional and/or departmental images studies as directed by the DepartmentDirector. Said image studies to be aservices ofsix to twelve interviews with staff, citizens, orother selected individuals intended to provide 360 degree feedback and intensive insight into theperformance ofthe individual, division, or department. The interviews will be designed to elicitclear and specific responses that will assist the Consultant and the Department Director to buildorenhance a professional plan to improve performance and services. Developmental coaching to staff members as requested to insure each staffmember is bestenabled to contribute efficiently and effectively to implenrienting the Department Work Plan. Human Relations Training and Coaching to Staff, Clients, Boards and Commissions as requested. Reimbursement for any materials provided by the Consultant in the provision ofservices. Provide assistance withthenewCurrent Planning and Compliance effort.Paid in FY20IMi =27.919.30FY201I-12PaidYTD= 8,180.70Pending YTD payments= 5.100.00 (check requested in process)

13,280.70

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Planning &Community DevelopmentCityof Greensboro

January 23, 2012

GREENSBORO

TO: Andrews W. Scott, Assistant CityManagerFROM: Sue Schwartz, Planning&Community Development Director

SUBJECT: Contract AuthorizationThe attached contract with Michael Sanders, dba Convergence, provides leadershipdevelopment, coaching, training and related services to provide assistance to Housing&CD,Planning, and Local Ordinance Enforcement Departments.Your signature authorization is requested. Please let me know if Imay provide any additionalinformation

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One Governmental Plaza, PO Box 3136, Greensboro, MC 27402-3136 336-373-CITY (2489)

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PROFESSIONAL SERVICES AGREEMENTTHIS PROFESSIONAL SERVICES AGREEMENTmade and entered into this the th dayof ,2012, by and between JMichael Sanders, d/h/a CONVERGENCE, hereinafter

designated as the "Consultant," and the Planning and Community Development Department of the CITYOF GREENSBORO, hereinafter designated as "PCD"; describes services to be performed by theConsultant.

Theparlies hereto do mutually agree as follows:PART I -SERVICES

1. Scope of ServicesThe Consultant will provide assistance as requested or approved by City ofGreensboro Planning andCommunity Development (PCD) Director. Assistance to Staffmay be requested on an as-needed basisfor, but not limited to, the following services provided by the Consultant: . One on one and team based manageinent/leadership/human relations training and coaching to theDepartment Management Team.. Ongoing assistance with the reorganization of the Planning and Community DevelopmentDepartment and its divisions as requested.' Work with other Departments in coordinating their efforts with PCD as requested Conduct individual, divisional and/or departmental images studies as directed by the DepartmentDirector Said image studies to be aservices ofsix to twelve interviews with staff, citizens, orother selected individuals intended to provide 360 degree feedback and intensive insight into theperformance of the individual, division, or department. The interviews will be designed to elicitclear and specific responses that will assist the Consultant and the Department Director to buildor enhance aprofessional plan to improve performance and services.. Developmental coaching to staffmembers as requested to insure each staffmember is bestenabled to contribute efficiently and effectively to implementing the Department Work Plan.

. Human Relations Training and Coaching to Staff, Clients, Boards and Commiss.ons as requested.. Reimbursement for any materials provided by the Consultant in the provision of services. Provide assistance with the new Current Planning and Compliance effort.Any finished written recommendation or analysis from Consultant shall be considered aWork Product.2. Time ofPerformance . nThis Agreement shall be effective on the date first mentioned above and shall be terminated on June 30,2013.

3. Compensation . tA The Consultant shall be paid on atime and material basis under this agreement ^ " 0 eventshall total payment hereunder exceed themaximum sum ofTWENTY-FIVE THOUSANDDOLLARS ($25,000) during the term of this Agreement.For work completed as described above, the City shall pay the Consultant an hourly rate of $125.00per hour.B The City will pay the Consultant subject to receipt of an invoice specifying that the Consultanthas performed services under this Agreement in conformance with the Agreement and is entitled

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to. receive the amount requisitioned under the terms ofthe Agreement. The invoice shall show theexpenditures by line item and date for which the Consultant is seeking reimbursement. Withintwenty-five (25) days of receipt by the City of an acceptable invoice, payment will generally bemade, unless theConsultant is notified otherwise.

4. Financial AccountingA. The Consultant shall maintain financial records inaccordance with generally accepted accountingprinciples and practices.

B. The City retains the right to recover any questioned costs or overpayments from the Consultant.5. Waiver of ClaimsTheConsultant waives any and all claims arising out ofthis Agreement against the City, andacknowledges that the City has and accepts no liability with respect to any activity conducted under thisAgreement. The Consultant waives all claims against the City and agrees to hold the City harmless onany claims against the City based on any activities conducted by theConsultant under the CommunityDevelopment Program. Consultant shall carry liability insurance independently of the City upon enteringinto this agreement and for the duration of the agreement.

6. Mediation and Litigation ,A In the event any dispute shall arise between the City and the Consultant in connection with theterms of the Agreement or the services provided by the Consultant pursuant to the Agreement.City and Consultant agree to submit such dispute to mediation, each party to bear their own costs.B In the event of litigation between the City and the Consultant arising under, related to, or in' connection with the Agreement, the prevailing party shall be entitled to recover reasonableattorneys' fees and costs from the non-prevailing party.

7. Independent Contractor at+rci,;nNothing herein creates or establishes an employer and employee relationship joint^venture or partnershipbetween the parties. Consultant is not an agent, representative, or employee of the City. Consultant is andshall remain an independent contractor under this Agreement. Any and all personnel employeI by heConsultant, while Consultant is engaged in the performance of any activity under this Agreement shalhave no implied contractual arrangement with the City and shall not be considered employees of the Cty,and any and all claims of said personnel while so engaged that may ar.se under the North CarolinaWorkers Compensation Act, and any and all claims whatsoever of any personnel arising out otemployment or alleged employment by Consultant including, without limitation, daims of anydonation against the Consultant shall in no way be the responsibility of the Cty Consent shalnot subcontract Jiy portion of the work to any individual or entityw.thout written authorization fiom theCity.8. Termination v , .... , .rtfuEither party may terminate this agreement by providing ten (10) days notice in wnting to the othereffective upon receipt. In the event of termination, the City will make payment to theConsultant for allservices completed as of the date of termination and no further payment shall be due.9. Equal Opportunities/Non-DiscriminationConsultant hereby agrees that it will comply with the Civil Rights Act of 1964 as amended and alrequirements imposed by the Act and the regulations. No person shall, on the grounds of race, coloi. sex,

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age, religion, national origin, or handicap, be excluded from participation in, be denied benefits of, orotherwise be subjected to discrimination under any program or activity ofConsultant; and Consultanthereby gives assurance that itwill immediately take any measures to assure compliance.10 . AmendmentsAll amendments to this Agreement shall be in writing and executed by all parties.12 . Work Products .All ofthe Work Products produced by the Consultant shall become the property of the City. The City isentitled use of all Work Products produced in conjunction with the Project, consistent with the terms andintent of this Agreement. The consultant shall be appropriately attributed should any ofsaid WorkProducts bedisplayed inanypublic forum ordocument.Notwithstanding the paragraph immediately above, the term "Consultant Property" shall mean all preexisting material, including, but not limited to, any products, software, materials and methodologiesproprietary to Consultant or provided by Consultant or its suppliers and any trade secrets, know-howmethodologies and processes related to Consultant's products or services, all ofwhich shall remain thesole and exclusive property of Consultant or its suppliers. Subject to payment in full and to the terms otthis Agreement, Consultant grants to the City anon-exclusive, non-transferable, perpetual license to usethe Consultant Property contained in the Work Product provided hereunder for the purposes of thisAgreement.Any unfinished documents or reports provided to the City by Consultant under this Agreement areacknowledged to be unfinished and therefore can not be relied on for accuracy.

CITY. CONSULTANT:City ofGreensboro ConvergenceAttention: Sue Schwartz J- Mjc|ael S*n

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PART n -TERMS AND CONDITIONS FOR NON-FEDKKALLY FUNDED AGREEMENTS1. Termination of Agreement for Cause

If, the Contractor shall fail to fulfill in atimely and proper manner his or her obligations under thisAgreement, or ifthe Contractor shal! violate any of the covenants, agreements, or stipulations ofthis Agreement, the City shall thereupon have the right to terminate this Agreement by givingwritten notice to the Contractor ofsuch termination and specifying the effective date thereof, atleast five days before the effective date ofsuch termination. In such event, all finished orunfinished documents, data, studies, and reports prepared by the Contractor under this Agreementshall, at the option ofthe City, become its property and the Contractor shall be entitled to receivejust and equitable compensation for any satisfactory work completed on such documents.Notwithstanding the above, the Contractor shall not be relieved of liability to the City for damagessustained by the City by virtue ofany breach of the Agreement by the Contractor, and the City maywithhold any payments to the Contractor for the purpose ofsetoff until such time as the exactamount ofdamages due the City from the Contractor is determined.

2. Termination for Convenience of the CHtThe City may terminate this Agreement any time by anotice in writing from the City to theContractor. If the Agreement is terminated by the City as provided herein, (he Contractor will be paidan amount which bears the same ratio to the total compensation as the services actually performedbear to the total services ofthe Contractor coveted by this Agreement, less payments ofcompensationpreviously made: Provided, however, that if less than sixty (60) per cent of the services covered bythis Agreement have been performed upon the effective date of such termination, the Contractor shallbe reimbursed (in addition to the above payment) for the portion of the actual out of pocket expenses(not otherwise reimbursed under this Agreement) incurred by the Contractor during the Agreementperiod which are directly attributable to the uncompleted portion of the services covered by thisAgreement. If this Agreement is terminated due to the fault of the Contractor, paragraph 1hereofrelativeto termination shall apply.

3. ChangesThe City may, from time to time, request changes in the scope of the services of the Contractor to beperformed hereunder. Such changes, including any increase or decrease in the amount of theContractor's compensation, which are mutually agreed upon by and between the City and theContractor, shall be incorporated in written amendments to this Agreement.

4. Personnel ^ ^ ..1) The Contractor represents that he has, or will secure at his or her own expense, allpersonnel required in performing the services under this Agreement. Such personnel shallnot be employees ofor have any contractual relationship with the City.

2) All the services required hereunder will be performed by the Contractor or under hissupervision and a ll personnel engaged in the work shall be fully qualified and shall beauthorized or permitted under State and local law to perform such services.

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5. Compliance with Local, State, and Federal LawsThe Contractor shall comply with all applicable laws, ordinances, and codes ofthe United States,Slate ofNorth Carolina, and City ofGreensboro, and shall commit no trespass on any public orprivate property in performing any of the work embraced by this Agreement.

6. SubcontractingNone ofthe services covered by this Agreement shall be subcontracted without the prior writtenconsent of the City. The Contractor shall be as fully responsible to the City for the acts and omissusofthe Contractor's subcontractors and ofpersons either directly or indirectly employed by theContractor.

7. AssignabilityThe Contractor shall not assign any interest in this Agreement, and shall not transfer any interest inthe same without the priorwritten approval of the City: Provided, however, that claims for money dueor to become due the Contractor from the City under this Agreement may be assigned to abank, trustcompany, or other financial institution, or to aTrustee in Bankruptcy, without such approval. Noticepf any such assignment or transfer shall be furnished promptly to theCity.

8. Interest of ContractorThe Contractor covenants that he presently has no interest and shall not acquire any interest, direct orindirect which would conflict in ant manner or degree with the performance ofhis serviceshereunder. The Contractor further covenants that in the performance ofthis Agreement no personhaving any such interest shall be employed.

9. Interest ofCertain Federal OfficialsNo member oforDelegate to the Congress ofthe United State and no Resident Commissioner shallbe admitted to any share or part of this Agreement or to any benefit to arise from the same.

,n ^nfi ofTnt^rnfEmnlovcec, A^nts. Consultants, Officers, or Electedor AppointedHTr^^Tih,. CitvofGreenhorn orAnvDonated Public Agency, orSubrccipientjjIn addition to conflict of interest requirements in OMB Circular A-l 10 and 24 CFR 85.36,no person:(1) Who is an employee, an agent, aconsultant, an officer, or elected or appointed official of the CityofGreensboro or any designated public agency, or subrecipients and;

(2) Who exercises orhas exercised any function or responsibilities with respect to assisted activities;o r

(3) Who is in aposition to participate in adecision making process or gain inside information withregard to such activities, may obtain apersonal or financial interest or benefit from the activity, orhave an interest in any contract, subcontract or agreement with respect thereto, or the proceedsthere under, cither for him or herself or for those with whom heorshe has family or thereafter. Anexception may be granted to this exclusion as provided in 24 CFR 570.611 (d) and (e).

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(4) Disclosure ofPotential Conflict of Interest Form (Attachment B) shall be submitted with thisexecuted agreement. Any possible conflicts that arise subsequently shall be presented to the CityofGreensboro as soon as one isknown by the Contractor's Agency. (APPLIES TO SUB-RECIPIENTS ONLY)

11. Audi tThe City ofGreensboro or any oftheir duly authorized representatives shall have access to anybooks, documents, papers, and records ofthe Contractor which are directly pertinent to thisAgreement for the purpose ofmaking audit, examination, excerpts, and transcriptions for sevenyears from the final payment under thisAgreement.

12. Equal Employment Onnortunitv for Activities and Contracts Subject toExecutive Order11246. As Amended Requirement for Noii-Fcderallv funded ContractsDuring the performance ofthis Contract, the Contractor agrees as follows:(1) The Contractor will not discriminate against any employee or applicant for Employment becauseofrace, color, religion, sex or national origin. The contractor will take affirmative action toensure that applicants are employed, and that employees are treated during employment withoutregard to their race, color, religion, sex, or national origin. Such action shall include, but not belimited to the following: Employment, upgrading, demotion, or transfer; recruitment orrecruitment advertising; layoff or termination; rate of pay or other forms ofcompensation; andselection for training' including apprenticeship. The Contractor agrees to post in conspicuousplaces, available to employees and applicants for employment, notices to be provided by thecontracting officer setting forth the provisions ofthis nondiscrimination clause.(2) The Contractor will, in all solicitations or advertisement for employees placed by or on behalfofthe Contractor, state that all qualified applicants will receive consideration for employment

without regard to race, color, religion, sex, or national origin.(3) The Contractor will send to each labor union or representative ofworkers with which he hasacollective bargaining agreement or other contract or understanding, anotice to be provided bythe Contract Compliance Officer advising the said labor union or workers' representatives of theContractor's commitment under this section and shall post copies ofthe notice in conspicuousplaces available to employees and applicants for employment.(4) The Contractor will comply with all provisions ofExecutive Order 11246 ofSeptember 24,1965, and ofthe rules, regulations, and relevant orders ofthe Secretary ofLabor.

13. Subcontracting withSmall andMinority Finns, and Women's Business EnterpriseIt is national policy to award afair share ofcontracts to small, and women's business firms.Accordingly, affirmative steps must be taken to assure that small, minority, and women'sbusinesses are utilized when possible as sources ofsupplies, equipment, construction, and services.Affirmative steps shall include the following:A. Including qualified small, minority, and women's businesses on solicitation lists.

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B. Assuring that small, minority, and women's businesses are solicited whenever they arepotential sources.

C. When economically feasible, dividing total requirements into smaller tasks or quantities so asto permit maximum small, minority, and women's business participation.D. Where the requirement pennits, establishing delivery schedules which will encourageparticipation by small, minority, and women's business.

E Using the services and assistance of the Small Business Administration, the Office ofMinorityBusiness Enterprise of the Department ofCommerce and theCommunity ServicesAdministration as required.

14. Governing LawA This Agreement is made under, and in all respects, shall be interpreted, construed, andgoverned by and in accordance with, the laws of the State ofNorth Carolina. Venue for anylegal action resulting from this Agreement shall lie in Guilford County, North Carolina.

15. .IndemnificationA. The Consultant does hereby agree to indemnify and save harmless* ^ f ^ * ^ teofficers, agents and employees against all claims, actions, lawsuits and demands, 'ud'nBreasonable attorney fees, made by anyone for an y^^^^^^^environmental, which may arise while the Consultant is performing, or as aresult of, workpursuant to this agreement.B. The Consultant does hereby agree to maintain liability insurance of at^/^f^"while contracting with the City of Greensboro. The City ofGreensboro w.l be named a anTdd onal insured as its interests may appear. A ^ f^% *supplied to the City ofGreensboro before any payment under this Contract can be made.

Revised 11/10

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Pjf^] City ofGreensborom_ Contract Signature Authorization SheetPlanning and Community DevelopmentRtcNSQCRO,, . .- , , , c , r.n Tracking number: 3,685Vendor: Michael J Sanders DBAContract Number :Change Order Number:Service, Item or Project Description:

Leadership development, coaching, training and related services

">^ Signatures

0 J**Jk3* olM4\Department Head Redfynmendation/AuthorizationThis instrument has been pie-audited in the manner requiredby the Local Government Budgetand Fiscal Control ActCM\..\f i^ ___ Date: L^d i rDeputy Finance Officer

0 / Ai/Ui/-' - - Da[c:C^ty Attorney: Approved asto form0 }LAssistant City.Manager: Authorized

D Mayor: Executed

n ^ - 7- ft.Date: J _Date:

0 V?/^^ I f Dm^MP-City Clerk: Attested

Date Primed: 1 /23/2012