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4.2. ERMUSR 06-14-2016 Elk River Municipal Utilities UTILITIES COMMISSION MEETING TO: FROM: Elk River Municipal Utilities Commission Troy Adams, P.E.—General Manager John Dietz—Chair Al Nadeau—Vice Chair Daryl Thompson—Trustee MEETING DATE: AGENDA ITEM NUMBER: June 14, 2016 4.2 SUBJECT: Governance Manual BACKGROUND: At the August 2014 Utilities Commission meeting, staff presented a draft of an ERMU Governance Handbook that would include: governance principles, descriptions and roles of the Commission and individual Commissioner positions, and descriptions and roles of the current Committees. The intent for this handbook would be to incorporate this into an ERMU Governance Manual which would also include information such as: By-Laws, Statutes and Ordinances regarding the authorities of the Utilities and Commission, an overview of the history of ERMU, an organizational chart for ERMU, Conflicts of Interest Policy, Data Practices information, Open Meeting law information, and an overview of the fiduciary responsibilities of the Commissioners. The Commission gave consensus to proceed with the development of the Governance Handbook for their future consideration. This year ERMU and the City of Elk River requested state legislation to expand the utilities commission from three to five members. This legislation passed successfully. DISCUSSION: During the discussions about the proposed governance handbook and manual, it was determined that our by-laws were outdated and needed to be revised. And with the expansion of the commission from three to five members, a by-laws update is now required. Staff has been researching other utility's by-laws and governance handbooks collecting samples to draw information from. Minnesota Municipal Utilities Association(MMUA)has been assisting staff with this collection of data and has helped to connect staff with subject matter experts. One of those experts is John Miner, former General Manager of Rochester Public Utilities. Through a conference call with John, staff discussed the current by-laws and governance policies. This discussion helped to develop a scope of work that ERMU needs to accomplish. It also was apparent that there is far more depth to this project that originally thought. INATURE ® Page 1of 2 Reliable Public' Power Provider P O W E R E D T O S ERV E 76 Because of the projected 2017 implementation of the utilities commission expansion there is currently an adequate window of opportunity to evaluate, consider, and revise the ERMU by- laws and governance policies prior to the addition of membership. The amount of work and need for subject matter expertise leads way to ERMU contracting with a governance consultant. Significant involvement from ERMU's legal counsel will also be needed. Staff requested John Miner prepare a scope of work to assist with the redevelopment of the ERMU by-laws and governance policies to present to the commission for discussion and consideration. The base proposal is approximately$25,000. There are many options and variables that could increase or reduce that fee depending on a final scope. The proposal was drafted as a starting point for discussion. Although this was not a budgeted expense, ERMU had budgeted for approximately$125,000 for consulting and design fees for a facilities expansion project. It is unlikely that all of this allocated consulting and design fee money will be used in 2016 for a facility expansion project. The cost of this proposed by-laws and governance policy redevelopment could be funded from the budgeted amount. The timing is right to update the by-laws and governance policies prior to the expansion n f th e utilities commission from three to five members. Due to the absolute significance of this undertaking, staff supports the uses of expert consultants and legal counsel. By chance, John Miner will be traveling through Minnesota on Tuesday June 15. John has agreed to travel to Elk River to discuss the scope and importance of this work. It is suggested that the General Manager and Utilities Chair meet with John Miner on June 15. ACTION REQUESTED: Staff requests discussion, direction, and conditional approval to contract with John Miner of Collaborative Learning, Inc. for the revision of ERMU's by-laws and governance policies. ATTACHMENTS: • Collaborative Learning, Inc. Draft Professional Services Agreement(PSA) • Collaborative Learning, Inc. Draft PSA Exhibit B2 - ERMU Consulting Assistance Scope • Collaborative Learning, Inc. Qualifications and Experience POWERED DY Page 2 of 2 NATURE Reliable Public Power Provider POWERED T o S ERV E 77 PROFESSIONAL SERVICES AGREEMENT This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is dated , 2015, by and between Collaborative Learning, Inc. DBA Collaboration Unlimited ("Consultant"), with offices at 12807 Aqua Valley, Helotes, Texas 78023-4127 and: ("Client"), with offices at NOW, THEREFORE, in consideration of the promises herein and for other good and valuable consideration, the parties agree as follows: 1. Services: Consultant will perform Consulting Services to be specifically authorized by Client. The Scope of Services is described in Exhibit B, which is attached to and made a part of this Agreement. Exhibit B may be revised from time to time by mutual agreement of Client and Consultant. 2. Independent Contractor: Consultant is an independent contractor and is not an employee of the Client. Services performed by Consultant under this Agreement are solely for the benefit of Client unless specified otherwise. Nothing contained in this Agreement creates any duties on the part of Consultant toward any person not a party to this Agreement. 3. Standard of Care: Consultant will perform services under this Agreement with the degree of skill and diligence normally practiced by professional engineers or consultants performing the same or similar services. No other warranty or guarantee, expressed or implied, is made with respect to the services furnished under this Agreement and all implied warranties are disclaimed. 4. Changes/Amendments: This Agreement may not be changed except by written amendment signed by both parties. The estimate of the level of effort, schedule and payment required to complete the Scope of Services, as Consultant understands it, is reflected herein. Services not expressly set forth in this Agreement are excluded. Consultant shall promptly notify Client of any requested changes to the Scope of Services that may affect the level of effort, schedule, or payment to Consultant. Consultant will not undertake any such requested changes in the Scope of Services until Client has agreed to equitable adjustment of the level of effort, schedule, and payment. If Consultant is delayed in performing its services due to an event beyond its control, including but not limited to fire, flood, earthquake, explosion, strike, transportation or equipment delays, or act of God, then the schedule or payment under the Agreement shall be equitably adjusted, if necessary, to compensate Consultant for any additional costs due to the delay. 5. Fee for Services: Consultant will provide professional services under this Agreement for a labor fee that is specified either as a fixed amount or as a maximum amount based on the actual hours of services furnished multiplied by Consultant's hourly billing rates. The labor fee will be specified in Exhibit B Scope of Services for each work task or group of work tasks authorized by Client. In addition to the labor fee, Client will also reimburse Consultant for all reasonable expenses directly related to the professional services furnished. Such expenses include but are not limited to the following: (a) Long distance telephone expenses. (b) Computer expenses. (c) Printing and reproduction at the applicable rates as of the date of invoice. (d) Reasonable travel and living expenses for personnel. (e) Other direct expenses related to services furnished. 1 78 PROFESSIONAL SERVICES AGREEMENT Consultant's hourly billing rates and standard charges for expenses are set forth in Exhibit A Fees for Services, attached hereto and made a part of this Agreement for all purposes. Consultant reserves the right to adjust the hourly billing rates and standard charges for expenses at least annually, effective for work performed on and after January 1 of each succeeding year during which this Agreement remains in effect. 6. Payment: Invoices are due and payable upon receipt. Client shall pay Consultant within 30 days of invoicing. If Client disputes any portion of an invoice, the undisputed portion will be paid and Consultant will be notified in writing within 10 days of the invoice of the exceptions taken. Additional charges for interest shall become due and payable at a rate of 11/2 percent per month (or the maximum percentage allowed by law, whichever is lower) on the unpaid amounts. Any interest charges due from the Client on past due invoices are outside any maximum billing amounts established for this Agreement and shall not be included in calculating the maximum. If the Client fails to pay invoiced amounts within 60 days after delivery of invoice, Consultant, at its sole discretion, may suspend services hereunder or may initiate collections proceedings, participate in arbitration, or initiate litigation without waiving any right established hereunder or by law. 7. Insurance: During the performance of the Services under this Agreement, Consultant shall maintain the following insurance coverage. Upon request, Consultant will provide insurance certificates to the Client: Workers' Compensation Not Applicable Employer's Liability Not Applicable Commercial General Liability $1,000,000 per occurrence $2,000,000 aggregate Comprehensive General Automobile $1,000,000 combined single limit 8. Indemnity: Following operation of applicable rights of contribution and to the extent permitted by law, Consultant agrees to indemnify, defend and hold harmless Client and its directors, officers and employees from and against any and all loss, damage, claim or liability (including without limitation, reasonable attorneys' fees) incurred by Client to the extent arising out of Consultant's negligent acts, errors or omissions, including claims by any third party or claims made by employees of Consultant. Consultant explicitly and expressly waives any right it has to immunity under applicable industrial insurance laws with respect to any action against Client and agrees to assume liability for actions brought by its own employees against Client as provided above. Following operation of applicable rights of contribution and to the extent permitted by law, Client agrees to indemnify, defend and hold harmless Consultant and its directors, officers, employees and sub consultants from and against any and all loss,damage,claim or liability(including,without limitation, reasonable attorney's fees) incurred by Consultant to the extent arising out of Client's negligent acts, errors or omissions, including claims by any third party or claims made by employees of Client. Client explicitly and expressly waives any right it has to immunity under applicable industrial insurance laws with respect to any action against Consultant and agrees to assume liability for actions brought by its own employees against Consultant as provided above. 2 79 PROFESSIONAL SERVICES AGREEMENT 9. Limitation of Liability: No employee or contractor of Consultant shall have individual liability to Client. To the extent permitted by law, the total liability of Consultant to Client for any and all claims arising out of this Agreement, whether caused by negligence, errors, omissions, strict liability, breach of contract or contribution, or indemnity claims based on third party claims, shall not exceed the specified insurance limits. 10.Consequential Damages: In no event and under no circumstances shall Consultant be liable to Client for any interest, loss of anticipated revenues, earnings, profits, increased expense of operations, loss by reason of shutdown or non-operation due to late completion, or for any consequential, indirect or special damages. 11.Termination: Either partymayterminate this Agreement upon thirty (30) days written notice to the other party. Client shall pay Consultant for all services rendered to the date of termination plus reasonable expenses for winding down the services. If either party defaults in its obligations under this Agreement (including Client's obligation to make payments hereunder), the non- defaulting party may suspend performance under this Agreement, after giving seven (7) days written notice of its intention to suspend performance under this Agreement and if cure of the default is not commenced and diligently continued. 12.Reuse of Work Products: All documents, analyses and other data prepared by Consultant under this Agreement ("Work Products") are instruments of service and are and shall remain the property of Consultant. Client shall have the right to make and retain copies and use all Work Products; provided, however, the use shall be limited to the intended use for which the services and Work Products are provided under this Agreement. Consultant may, at its sole discretion, copyright any of the Work Products; provided that copyrighting will not restrict Client's right to retain or make copies of the Work Products for its information, reference and use on the project or services under this Agreement. Client may not reproduce or distribute Work Products, in whole or in part, in any form to any other person or organization without first obtaining the written permission of Consultant. The Work Products shall not be changed or used for purposes other than those set forth in this Agreement without the prior written approval of Consultant. If Client releases the Work Products to a third party without Consultant's prior written consent, or changes or uses the Work Products other than as intended hereunder, Client does so at its sole risk and discretion and Consultant shall not be liable for any claims or damages resulting from or connected with the release or any third party's use of the Work Products. 13.Information Provided by Client: Client shall provide to Consultant in a timely manner any information Consultant indicates is needed to perform the services hereunder. Consultant may rely on the accuracy of information provided by Client and its representatives. 14.Confidentiality: With respect to this Agreement, Consultant shall be considered to be Client's representative for purposes of receipt of information under any confidentiality agreements between Client and third parties concerning issues within the scope of this Agreement. Client shall provide Consultant with copies of any such confidentiality agreements. Consultant shall comply with the restrictions in such confidentiality agreements and, if requested by Client, shall return all copies of any information deemed to be confidential under such agreements. 15.Opinions of Cost: Consultant does not control the cost of labor, materials,equipment or services furnished by others, nor does it control pricing factors used by others to accommodate inflation, competitive bidding or market conditions. Consultant estimates of contract services costs, operation expenses or construction costs represent its best judgment as an experienced and qualified professional and are not a guarantee of cost. 3 80 PROFESSIONAL SERVICES AGREEMENT 16.Miscellaneous: (a) This Agreement is binding upon and will inure to the benefit of the Client and Consultant and their respective successors and assigns. Neither party may assign its rights or obligations hereunder without the prior written consent of the other party. (b) Client expressly agrees that all provisions of the Agreement, including the clause limiting the liability of Consultant, were mutually negotiated and that but for the inclusion of the limitation of liability clause in the Agreement, Consultant's compensation for services would otherwise be greater and/or Consultant would not have entered into the Agreement. (c) If any provision of this Agreement is invalid or unenforceable,the remainder of this Agreement shall continue in full force and effect and the provision declared invalid or unenforceable shall continue as to other circumstances. (d) This Agreement shall be governed by,and construed in accordance with,the laws of the State of Texas. (e) In any action to enforce or interpret this Agreement, the prevailing party shall be entitled to recover, as part of its judgment, reasonable attorneys' fees and costs from the other party. IN WITNESS WHEREOF, thearties have signed this Agreement the date first written above. p 9 9 Client By Its Collaborative Learning, Inc. DBA Collaboration Unlimited By: Its President Attachments: Exhibit A Fees for Services Exhibit B Scope of Services 4 81 DRAFT PROFESSIONAL SERVICES AGREEMENT- EXHIBIT B2 ELK RIVER MUNICIPAL UTILITIES CONSULTING ASSISTANCE SCOPE OF SERVICES TASK ORDER 2016-01 GOVERNANCE REVIEW & DEVELOPMENT PURPOSE The purpose of the Governance Review and Development process is to strengthen the Board's leadership and help ensure that Elk River Municipal Utilities (ERMU) continues to benefit from a consistent application of governance principles and policies in the future. Specifically, through the review, development, implementation, and monitoring of written policies, the ERMU Board will accomplish the following objectives: 1. Develop the Board's capability to be intentional and consistent in its policy leadership of ERMU. 2. Organize written policies to (1) address the full range of policy issues that the ERMU Board is likely to face; (2) clearly distinguish the respective roles and accountabilities of the Board and executive management; and (3) clearly delegate appropriate authority to Board officers and to the General Manager. 3. Ensure that policies are consistent with and responsive to current legal and regulatory requirements. Through this Governance Review and Development process, ERMU will obtain the information needed to build clarity and consensus about its desired governance model, as well as the means and resources by which that model can be fully developed and implemented. l Copyright©2016 Collaboration Unlimited 82 PROFESSIONAL SERVICES AGREEMENT- EXHIBIT B2 SERVICES PROVIDED CU will provide process management and subject area expertise, and will conduct specific tasks and prepare specific work products. Basic tasks include an opening conference (telephone or in-person) with the Board Chair and General Manager, brief telephone interviews by CU with individual Board members and the General Manager, review of existing governance documents, and preparation of new governance documents. Recommended but optional tasks include a brief questionnaire of Board members and executive managers, observation of one or more board meetings (in- person or by video recording if available), and facilitation of a Board-Management retreat on effective governance and governance best practices. RECOMMENDED PROJECT ORGANIZATION CU recommends the formation of an ERMU Governance Policy Development Team consisting of the Board Chair, the General Manager and two other executive managers. The Board's general counsel will be an advisor, available to participate in Team work sessions and to review draft governance documents for compliance with applicable legal requirements. WORK TASKS CU proposes two phases of work. Phase 1 will consist of exploratory tasks that focus on an inventory and review of existing governance practices and documentation, exposure to best practices in governance for municipal utility organizations, and the development of foundational governance documents that address existing governance issues and set ERMU's direction for governance development. Phase 2, if the Board desires to proceed, involves the development of a comprehensive manual of Board governance policies. CU recommends the organization and development of policies based on the Carver Policy Governance Model®. The Board will review significant governance issues, consider alternative responses and adopt written policy statements, taking appropriate content from any existing written policies and other documented policy decisions. Copyright©2016 Collaboration Unlimited 2 83 PROFESSIONAL SERVICES AGREEMENT- EXHIBIT B2 The Team will begin in Phase 1 with broadly stated policies that address the full range of policy issues that the ERMU Board is likely to face. These include the following four categories of policy: 1. Organizational Results Policies 2. Board-Management Relationship Policies 3. Delegation to Management Policies 4. Governance Policies In Phase 2, the Team will then systematically develop policies that are more detailed in each category, but only to the extent that the Team desires or sees a need to provide more specific policy direction. PHASE 1 CU will provide services to ERMU in the following work tasks: Task 1: Meeting or Conference Call with Board Chair and General Manager The Governance Review process will begin with an initial telephone conference or in-person meeting of approximately one (1) hour with the Board Chair and General Manager to discuss the governance review activities, schedule, document development, and logistics. (CU has proposed the afternoon of Wednesday June 15th for an in-person meeting in Elk River). Task 2 (Optional): Board Member/Manager Questionnaire ($1500) CU will post a confidential on-line governance questionnaire and will compile responses received from Board members and those executive managers who regularly interact with the Board. The questionnaire will require approximately 20 minutes to complete. Task 3: Review of Governance Documents CU will review readily available ERMU governance documents such as enabling legislation, Bylaws, existing policies and resolutions, Board meeting agendas with supporting information, Board meeting minutes, etc. Copyright©2016 collaboration Unlimited 3 84 PROFESSIONAL SERVICES AGREEMENT- EXHIBIT B2 Task 4 (Optional): Board Member and Executive Manager Interviews ($2500) CU will conduct in-person interviews with individual Board members and executive managers (up to 45 minutes per interview) for the purpose of verifying existing governance practices and opportunities for improvement. Task 5 (Optional): Facilitate Board Management Retreat ($2500) CU will design and facilitate a retreat and work session (approximately four contact hours)with the Board members and executive managers to discuss governance principles and practices and to establish outcomes and process parameters for ERMU's new governance model. Task 6: Prepare Draft and Final Foundational Governance Documents Using information from the preceding tasks, CU will prepare the following draft and final draft documents: Policy guidance documents: a. ERMU Guidin_q Principles for Governance and Policy Development b. ERMU Governance Policy Manual Table of Contents (specific policy titles by category) c. ERMU Model Policy Format(generic format for preparing written policies) d. ERMU Policies Foundational Board Policies: a. The Board's relationship with the City of Elk River. b. The Board's relationship with Management (e.g. Delegation of Authority to the General Manager). c. The Board's own governance structure and process (e.g. Agenda Planning; Board Committees). d. How the Board delegates a portion of its authority to the General Manager and how the General Manager demonstrates accountability in relation to Board policy. tire-► Copyright©2016 Collaboration Unlimited 4 85 PROFESSIONAL SERVICES AGREEMENT- EXHIBIT B2 Revised Bylaws: Based on the content of the preceding policies, CU will identify changes in the Board's existing Bylaws for consideration by the Team.After receiving comments from the Team, CU will prepare a revised draft of the Bylaws for review by the Team and the Board's General Counsel. Governance Practice and Procedure Documents: CU is available to prepare the following supplemental documents that are useful in establishing Board practices and procedures to support implementation of the preceding Foundational Board Policies. a. Board member expectations and commitment to serve (makes clear what the Board member is expected to do and the commitment of time and effort that will be required to perform well as a Board member). b. Program description for New Board member orientation. c. Templates for use by the General Manager for routine reporting of policy compliance and organizational performance (performance indicators and metrics) to the Board. d. General Manager performance planning and review procedure and documentation e. An annual (or bi-ennial) Board calendar (delineating specific recurring responsibilities of the Board such as General Manager review, annual audit, strategic plan review and update, work plan/budget review and approval, etc.) 4.41k+ Copyright©2016 Collaboration Unlimited 5 86 PROFESSIONAL SERVICES AGREEMENT- EXHIBIT B2 PHASE 2 CU will provide services to ERMU in the following work tasks: Task 7: Policy Manual Development Following the receipt of any comments and/or suggested changes to the draft policy guidance documents and policy statements prepared in Phase 1, CU will conduct an initial telephone/Internet conference with the ERMU Governance Policy Development Team. The purpose of this conference is to agree on any modifications necessary for acceptance of the draft documents and to establish the protocols and schedule for developing the remaining policy documents identified in the ERMU Governance Policy Manual Table of Contents. CU will directly engage with the Team in the policy development process through a sequence of email communications and telephone/Internet and/or face-to-face conferences. The Board Chair and General Manager will schedule at least one monthly conference of up to two hours duration over a period of 4-6 months. Subject to mutual agreement between ERMU and CU on conference dates and the ability to adequately prepare for them, the Board Chair and General Manager may schedule additional conferences to accelerate the process. It is expected that the development of all policies up r will require to six such conferences. CU is also willing to facilitate a process in which the Team meets face-to-face in longer work sessions and on fewer occasions. CU will submit monthly (or more frequently if agreed) to the Board Chair and General Manager a proposed agenda for each conference, a questionnaire to guide the development of new policy content, and draft policy documents as initially drafted or redrafted from the discussions in earlier conferences. CU will provide these documents to the Board Chair and General Manager at least two weeks in advance of each scheduled Team conference. CU will post questionnaires on an Internet website so that they can be accessed and completed online. It is highly desirable for all Board members to provide input into the policy process by completing all the questionnaires. Questionnaires will be completed at least one week in advance of the next scheduled conference. The agenda for each conference will include a discussion of questionnaire responses, and a review of policy drafts. + Copyright©2016 Collaboration tbrlimited 6 87 PROFESSIONAL SERVICES AGREEMENT- EXHIBIT B2 The Board Chair will determine when a drafted policy is in final form for presentation to and approval by the full Board. CU recommends that the Board Chair and General Manager schedule a special study session of the Board at the conclusion of Phase 2 to present the entire draft RU Governance Policy Manual for consideration and approval. CU is available to facilitate this work session in-person or by video conference and will also be available to facilitate additional telephone/Internet conferences or to facilitate additional work sessions in-person, as required for a successful outcome. Task 8 (Optional): Board - Management Retreat: Strategic Framework ($7500) CU recommends a two-day Board — Management Retreat about midway through the policy development process. The purpose of this retreat is twofold: 1. To review draft policy developments to that point and to discuss any significant policy questions that the Team has identified and placed in a "parking lot" for consideration by the full Board. 2. To further develop ERMU's "Strategic Framework" consisting of vision, core purpose, mission, and core values for inclusion in the Board's Results policies. FEE Phase 1 Fee: The initial labor budget for services authorized by this scope of services for the Phase 1 tasks shall not exceed $24,500 (exclusive of the optional tasks) unless authorized in advance by Client. Travel and related expenses will be billed by CU and reimbursed by ERMU at cost. Phase 2 Fee: A preliminary budget for Phase 2 Task 7 is $15,000 to $25,000 plus the actual cost of expenses. The most significant budget variables are the number of topics included in the ERMU Governance Policy Manual and the number of telephone/Internet and/or on-site work sessions. SCHEDULE CU will begin work immediately upon execution of this Exhibit B2 by ERMU. The proposed schedule for completion of the tasks and delivery of the work products described in this scope of services will be determined by mutual agreement of ERMU and CU. a Copyright©2016 Collaboration Unlimited 7 88 PROFESSIONAL SERVICES AGREEMENT- EXHIBIT B2 This Exhibit Accepted for the Elk River Municipal Utilities. By Troy Adams, General Manager Date Copyright©2016 Collaboration Unlimited 8 89 Collaboration Unlimited Collaborative Learning, Inc. QUALIFICATIONS AND EXPERIENCE Collaboration Unlimited (CU) is a management consulting firm specializing in services to the public sector utility industry. We help our clients prepare for continued success in an environment of increasing customer expectations, complexity, and rapid change. We are committed to helping organizations work better by aligning practices and performance with industry standards, market conditions and strategic direction. Founded by R. John Miner, CU builds on John's record of 40 years as a successful management consultant, executive manager, engineer and educator in the utility industry. Our approach emphasizes creative collaboration with clients to achieve sustainable solutions to their most challenging governance, management, and operational situations. CU provides services in five key areas, each one essential to both the long-term direction and daily operations of a successful organization. Through CU's balanced approach, clients have found progress in the short-term and sustainability in the long-term: STRATEGY FORMULATION & BUSINESS PLANNING Sound strategy is the result of a planning process that integrates vision, mission, values and performance imperatives. Strategic planning in today's fast-paced and rapidly changing world requires balance and flexibility. CU services include: • Industry, service area, and organizational research • Complex decision analysis • Strategy formulation • Business planning ORGANIZATIONAL DEVELOPMENT People in a balanced organization are more productive, resilient and motivated. CU work ranges from large-scale initiatives to targeted interventions that achieve and sustain balance. Typical areas of focus include: • Governance structure and process • Management policy and practice • Strategic and business plan execution • Structural reorganization or redefinition • Matrix and team-based initiatives • Organizational change management • Work process analysis and improvement • Workspace analysis and enhancement 1' Collaboration!Unlimited 1 Copyright©2016-All Rights Reserved 90 PERFORMANCE MANAGEMENT CU services in this area focus on the discovery and insight necessary to align performance with market conditions and strategic direction: • Market research • Competitor analysis • Industry standards and practices research • Infrastructure evaluation • Functions, processes and practices assessment • Performance measurement and benchmarking • Performance incentives GROUP FACILITATION In order for an organization to move to a discovery-based, collaborative approach, work groups often need outside assistance. Whether part of another service such as strategic planning or as a standalone event to educate and inspire, CU can help you take group interactions to a higher level of performance and satisfaction. Call on us for your next: • Group decision-making • Planning retreat • Conference or meeting • Teambuilding experience EDUCATION &TRAINING Lifelong learning is a hallmark of a balanced and resilient organization. CU offers an array of courses that can be customized to meet your specific needs. Topic areas include: • Governance • Leadership • Management • Technical (electric utility industry) R. JOHN MINER PRESIDENT & PRINCIPAL CONSULTANT (512) 506-9007 John.Minercollaboration-unlimited.com www.collaboration-unlimited.com Collaboration Unlimited 2 Copyright©2016-All Rights Reserved 91 MANAGEMENT CONSULTING CLIENTS (Collaboration Unlimited): Governing Board Consultation Riviera (AL) Utilities (Electric, Water, Wastewater&Telecommunications) Owensboro (KY) Municipal Utilities(Electric&Water) Michigan Public Power Agency(Electric Joint-Action Agency) Alabama Municipal Electric Authority(Electric Joint-Action Agency) Utilities Board of Tuskegee,AL(Electric, Water&Wastewater) Marietta(GA) Board of Lights&Water Holland (MI)Board of Public Works Missouri River Energy Services(Electric Joint-Action Agency) Virgin Islands Water&Power Authority(Electric&Water) Power Systems Engineering (Professional Services) Strategic Planning/Organization/Management Review City of Greenfield (IN)Power& Light Riviera (AL) Utilities (Electric, Water, Wastewater&Telecommunications) Anderson (IN) Board of Public Works(Electric, Water, Wastewater, Stormwater) Indiana Municipal Power Agency- IMPA Services Corporation) (Member Services) Kentucky Municipal Power Agency Cleveland Public Power(sub to RNR Consulting) Owensboro (KY) Municipal Utilities(Electric&Water) Pedernales Electric Cooperative (TX) Muscatine(IA) Power&Water(Electric, Water, Telecommunications) Holland (MI)Board of Public Works(Electric, Water, Wastewater& Fiber) Grand Rapids (MN)Public Utilities(Electric, Water, Wastewater) City of Garland (TX) Power&Light Rochester(MN) Public Utilities (Electric, &Water) Missouri River Energy Services(Electric Joint-Action Agency) Michigan Public Power Agency(Electric Joint-Action Agency) Virgin Islands Water& Power Authority(Electric,&Water) Marietta(GA) Board of Lights &Water City of Waseca (MN)Utilities(Electric, Water, Wastewater) City of Fountain (CO) Utilities (Electric&Water) Alabama Municipal Electric Authority(Electric Joint-Action Agency) Florida Municipal Power Agency(Electric Joint-Action Agency) Keys Energy Services (Electric) ElectriCities of North Carolina (Electric Joint-Action Agency) Utilities Board of Tuskegee,AL(Electric, Water&Wastewater) Legerity, Inc. (Communications Technology) Lockart Atchley&Associates(Professional Services) Other Management Consultation (Management,Operations, Organization Structure, etc.) Seattle City Light City of Burbank Public Service Department(Electric&Water) Glendale(CA)Water&Power Grand Rapids (MN)Public Utilities Commission (Electric, Water&Wastewater) Power System Engineering, Inc. (Professional Services) Rochester(MN) Public Utilities (Electric,&Water) City of Waseca (MN)Utilities (Electric, Water&Wastewater) Missouri River Energy Services(Electric Joint-Action Agency) Virgin Islands Water& Power Authority(Electric,&Water) Alabama Municipal Electric Authority(Electric Joint-Action Agency) American Public Power Association (Association) Collaboration 6fir/united 3 Copyright©2016—All Rights Reserved 92 MANAGEMENT CONSULTING CLIENTS (continued): Executive Recruiting Grand Rapids(MN) Public Utilities (General Manager) Anderson (IN) Board of Public Works(Electric Director, Water Director) Virgin Islands Water& Power Authority(General Manager)with Mycoff Associates Litigation Support City of Columbus, Ohio Dinsmore&Shohl (Louisville) City of Marshall, Minnesota Thompson &Knight(Dallas/Austin) City of Rochester, MN CenterPoint Energy(Houston) CNA Commercial Insurance Aiken, Gump, Strauss, Hauer& Feld (Houston) Arrowhead Claims Management Vinson & Elkins(Dallas) Litchfield Cavo(Hartford) Baker Botts(Houston) Grey, Reed & McGraw(Dallas) Goforth, Lewis&Williams (Houston) Felker, lsh, Ritchie&Geer(Santa Fe) Mazanec, Raskin &Ryder(Akron) Herrman& Herrman (Corpus Christi) X 1+ Collaboration Unlimited 4 Copyright©2016—All Rights Reserved 93 EDUCATION &TRAINING CLIENTS Collaborative Learning, Inc. and/or Collaborative Learning Consultants Educational Institutions University of Wisconsin at Madison Engineering Professional Development Utility Associations American Public Power Association Colorado Association of Municipal Utilities ElectriCities of North Carolina Florida Municipal Electric Association Iowa Association of Municipal Utilities Illinois Municipal Utilities Association Minnesota Municipal Utilities Association NRECA(National Rural Electric Cooperative Association) Northeast Public Power Association Northwest Public Power Association Tennessee Valley Public Power Association Texas Public Power Association Utah Associated Municipal Utilities Municipal, Governmental, & Cooperative Utilities Alabama Municipal Electric Authority American Municipal Power Austin Energy(TX) Brownsville Public Utilities Board (TX) Burbank Water& Power Cedar Falls Utilities, IA)City of Roseville(CA) City Utilities of Springfield (MO) Colorado Springs Utilities Eastern Iowa Electric Power Cooperative Golden Spread Electric Cooperative(TX) Kissimmee Utility Authority(FL) Los Angeles Department of Water&Power Lower Colorado River Authority(TX) Missouri River Energy Services Municipal Electric Systems of Oklahoma Navajo Tribal Utility Authority Nebraska Public Power District Pedernales Electric Cooperative (TX) Riviera Utilities(AL) Santee Cooper Salt River Project Southern California Public Power Authority Sylacauga (AL)Utilities Taunton Municipal Light Plant(MA) Turlock Irrigation District(CA) Waverly Municipal utilities(IA) Investor-Owned Utilities American Electric Power(AEP) National Grid Ameren Services Reliant Energy/CenterPoint Energy ComEd Upper Peninsula Power Company Detroit Edison Consumers Ene Collaboration Gfnlimited 5 Copyright©2016—All Rights Reserved 94 EDUCATION &TRAINING CLIENTS (CONTINUED) International Utility Organizations Academy for Educational Development Caribbean Electric Utility Services Corporation Commonwealth Utilities Corporation (Saipan) Egyptian Electric Authority Guam Power Authority IEEE Puerto Rico&Caribbean Section (Puerto Rico&Trinidad/Tobago) Institute for International Education National Electrification Agency(Philippines) Virgin Islands Water&Power Authority Ministry of Public Utilities of Trinidad &Tobago Dominica Electricity Services, Ltd. Fortis BC- Kelowna, BC Canada Other Utility Organizations Mayo Clinic/Mayo Association U. S. Department of Agriculture, Rural Utility Services Thomas&Betts, Inc. Naval Facilities Engineering Command (NavFac)- Mid Atlantic «.j•.► Collaboration!Unlimited 6 Copyright©2016—All Rights Reserved 95 t , Collaboration Unlimited r _ , R. JOHN MINER, �',E,, PRESIDENT & PRINCIPAL CONSULTANT John Miner is an accomplished executive manager, 4 engineer, educator and consultant with over 40 years of experience in the utility industry. John is President and owner of Collaboration Unlimited and Collaborative Learning, Inc. since 1995 and has worked as a management consultant since 1987, providing services to clients in the electric, water, wastewater and communications utility industries. John consults with utilities throughout the United States in a wide range of areas related to business strategy, governance, performance management, organizational development, and technical operations. He is nationally known and respected for his subject area knowledge of utility enterprises and his skills as a consultant and facilitator. John is often called on to organize and lead governing board and executive management retreats as well as guide management and employee work teams and interventions aimed at resolving specific performance problems. John works with governing boards on policy and strategy development, executive recruitment and executive evaluation. He has also conducted numerous organizational and management reviews to evaluate the effectiveness of and recommend changes to existing organizational structures, work processes and practices, and support facilities and equipment. John has delivered management and technical education programs for organizations throughout the U.S. and in six overseas locations. John has served as Chief Operating Officer for the Austin, Texas, Electric Utility Department, as General Manager of the Rochester, Minnesota Public Utilities, and as Senior Engineer/Project Manager for the Toledo Edison Company. His academic experience includes an appointment as Assistant Professor on the faculty of the University of Houston's College of Technology. John received his bachelor's degree in Electrical Engineering with honors and master's degree in Engineering Science from the University of Toledo. He is a member of Tau Beta Pi and Eta Kappa NU honorary engineering societies, and is a registered Professional Engineer in the states of Texas and Minnesota. John is a Senior Life Member in the Institute of Electrical and Electronics Engineers. Collaboration 6fsrlimited/C'o/laborative Learn/ng, girt. (512) 506-9007 iohn.miner(a..collaboration-unlimited.com www.collaboration-unlimited.com 96 4'11. Collaboration Unlimited ELIZABETH L. (BETSY) AYLIN, PhD EXECUTIVE MANAGEMENT CONSULTANT Dr. Betsy Aylin is an experienced executive and torganization consultant with deep expertise in e . organization effectiveness and leadership development through experience in a broad array of industries, including more than 20 years work with utilities. Betsy has over 25 years domestic and international experience working with organizations on strategic and business planning, organization change, leadership and management development, and building human resource capabilities. She specializes in helping leaders set direction, build strong work teams, and drive results. Betsy provides coaching and consultation on such organizational issues as structure, culture change, succession planning, workforce planning, leadership and management development, and performance improvement. She has designed and facilitated corporate strategic and business planning processes and a range of leadership and management development programs for domestic and international audiences. Betsy has worked in the public utility and high tech industries as both an internal and as an external consultant. She has served as the senior HR executive at an international high tech company, as a Sr. OD specialist for a fortune 500 high tech company, as the Director of Organization and Management Development for an international utility consulting company, and as Organization Development and Training Manager for a public utility. Her client list includes a number of public utilities, such as those in Tuskegee (AL), Glendale (CA), Holland (MI), Muscatine (I0), and the Pedernales Electric Cooperative. As a consultant with Resource Management International (now Navigant, Inc.), Betsy worked with utilities in the US, Egypt, Philippines, Russia, and Africa. Other industries and clients include Zarllink Semi-conductor, Architectural Engineers Collaborative, Right Management International, Central Texas Highway Constructors, and Baker Hughes International. Betsy has also worked with non-profit organizations such as Capital Area Food Bank and Salvation Army. Betsy holds a Ph.D. from the University of Texas-Austin, an MA from the Episcopal Theological Seminary of the Southwest, and a BA from Randolph Macon Woman's College (now Macon College). She has served as an adjunct faculty for a graduate program in the College of Business at the University of Texas-Austin, and in the Masters in Leadership and Ethics program at St. Edwards University in Austin, Texas. Betsy is a member of the Austin OD Network, Society for Human Resource Development, and other professional associations. She has presentations, papers, and workshops on employee turnover, time to market, professional development, training design, and leadership. Collaboration 6'nlimited/Collaborative Learning, gnc. www.collaboration-unlimited.com 97 40%,..6t44. Collaboration Unlimited JILLIAN S. WOLFE EDUCATION AND DEVELOPMENT CONSULTANT Lillian Wolfe is an accomplished educator and • ` human development professional with 15 years . P of diverse experience in management and public education. Jillian Wolfe brings 15 years of diverse experience to Collaborative Learning/Collaboration Unlimited. She graduated with her Masters Degree in Human Development with a California Teaching Credential from Pacific Oaks College, Pasadena California, and received her Bachelor's Degree in Applied Learning and Development from The University of Texas at Austin. She has been an Educator,Trainer, and Recruiter working in the fields of public education and high-tech. She began her career working as an Operations Manager and Recruiter for a consulting firm within the high-tech industry. Her primary focus was recruiting mid-level candidates for various opportunities within the personal computer, communications, semiconductor, software and capital equipment industries. She managed a team of recruiters and multiple retained-search projects, consistently meeting or exceeding her sales and business development goals. She facilitated the growth of the firm's candidate database and assisted in acquiring new projects with start-up companies and the Venture Capital firms who funded them. Jillian then shifted her career aspirations and began pursuing a teaching position within the field of public education. She taught in the inner city as a classroom teacher with the Los Angeles Unified School District for 10 years. Her primary focus was on meeting student needs through the integration of technology and standards-based instruction framework, while implementing constructivist methodology. She utilized multi-lingual instructional strategies and focused on differentiation for gifted and special needs students. She completed training with the Buck Institute on Education for Project-Based Learning, and attended training and conferences for Gifted Learners. She became a Master Teacher, trained and mentored student teachers and teacher's aides, and managed teams of volunteers. She was a member of the Technology Council, served as a member of the School-Site Council and held the position of grade-level Chair for multiple years. She also assisted her school in the accreditation process to attain exemplary status for the State of California. She helped adopt and write the school-wide homework policy after having completed her Master's thesis on the subject of homework practices in elementary education. Jillian is an accomplished manager, educational designer, teacher, trainer, and recruiter. At Collaborative Learning/Collaboration Unlimited she brings together her recruiting expertise and educational background to meet client needs in the areas of organization structure, staffing, and human development. Jillian also develops, organizes, and facilitates education/training events, including in-person and distance learning for utility industry employees and for public and private sector educators. In addition, she works with other Education Specialists who bring their diverse backgrounds, years of teaching experience and expertise to offer professional development courses, seminars,webinars and specialized client consulting services. Collaboration Unlimited/Collaborative Learning, girt. (512) 506-9007 (miners collaboration-unlimited.net www.collabon3gon-unlimited.com .t Collaboration Unlimited MARK SWAN, P.E., MANAGEMENT CONSULTANT Mark Swan is an accomplished executive manager, engineer, educator and consultant with over 40 years of experience in the utility industry. Mark D. Swan, P.E., is an independent consultant and course instructor in the electric utility industry. He retired in late 2003 from his position as General Manager of Operations in the Customer Operations Division following more than 30 years of service to Colorado Springs Utilities (CSU). In that position, Mark was responsible for all major operational elements at CSU including Water Treatment Services (all Water & Waste Water treatment plants), Nixon Power Plant, Drake Power Plant, Front Range Power Plant, Field Operations,Control Centers,and Major Power Plant outage planning and work management. The Operations Department at CSU employs approximately 500 personnel. Mark is well known and respected in the electric utility industry. He has been a technical course instructor for the American Public Power Association since 1988 and currently instructs APPA's Underground Distribution Course. He also is an instructor for the University of Wisconsin's Department of Engineering Professional Development. Mark has served as president of the Colorado Power Council and as a board member for the Rocky Mountain Electric League Foundation and the national T&D Maintenance Management Organization. Mark spent 14 years in the wild land fire service, serving as a firefighter, engine boss, crew boss and a Type 4 Incident Commander. He retired as the Deputy Chief(Assistant Superintendent) of the El Paso County Wildland Fire Crew. During his fire service, Mark has led engine crews and fire crews on large and small wild land fires from initial attack to final mop up &containment. Mark was responsible for equipment maintenance, including engines, pumps, hand tools, chain saws and other motorized equipment. He also served as the Battalion Chief and Deputy Chief for Crew Operations. Mark received his bachelor's degree in Electrical Engineering (with honors) and master's degree in Electrical Engineering(Power Option)from the University of Colorado. He is a member of Tau Beta Pi honorary engineering society, the Institute of Electrical and Electronics Engineers, the National Society of Professional Engineers, and Professional Engineers of Colorado. He is a recipient of the Colorado Power Council's Distinguished Service Award. Mark is also a registered Professional Engineer in the state of Colorado. Collaboration Ulalimited/Collaborative Learning, gmc. www.colla bora tion-unlimited.com 99 k -* Collaboration Unlimited RONALD L. BOND R.E. MANAGEMENT CONSULTANT Ron Bond's experience includes over 30 years as a manager and professional engineer in state, federal and local governments, public water utilities and in the private sector. Ron has served as Assistant Director of Planning for the Texas Water Development Board, Director of Water & Wastewater for the City of Austin, Texas, Director of Wastewater Control for the City of Knoxville, Tennessee, Public Works Director for the City of Valdosta Georgia, Director of Municipal Solid Waste for the State of Texas, and as Officer-in-Charge-of- Construction in the Miami, Florida area, while serving on active duty with the U. S. Navy Seabees. Ron's private sector activities have included successfully starting and operating a paper recycling business, serving as an engineer on the corporate staff of a major manufacturing company, starting and managing a successful retail business and authoring a business book currently on sale in bookstores nationwide. Ron's technical, managerial and business background has been augmented with graduate studies in organizational development and real-world experience in management consulting. His management consulting experience includes strategic planning, organization and management reviews, facilities planning, operational consulting, education and training for public sector electric,water, wastewater, and storm water utilities. Ron is a graduate of Mississippi State University with a B. S. in Civil Engineering and a graduate of Texas State University with a M. S. in Interdisciplinary Studies. Ron also completed graduate studies in Environmental Engineering at the University of Tennessee. Collaboration tbdinrited/Collaborative Learning, Sac. www.collaboration-unlimited.com 100 4. Collaboration Unlimited LARRY KOSHIRE, P.E. MANAGEMENT CONSULTANT Larry Koshire is an accomplished executive manager, engineer, educator and consultant with over 40 years of experience in the utility industry. Larry Koshire is a management consultant for Collaboration Unlimited principal of Koshire Consulting, LLC. He recently retired as General Manager of Rochester (MN) Public Utilities, a water and electric utility with revenues of $150 million. He has held various management positions for public and private electric utilities. Prior to coming to Rochester he served as General Manager of Muscatine Power and Water in Iowa. Larry teaches for the American Public Power Association in Washington DC, consults for the electric and water utilities, and serves on Utility and local Boards. During his career in the utility industry Mr. Koshire has had increasing management experience and served on national boards, committees and professional organizations including: • American Public Power Association Board of Directors, Communication and Control Committee, and Chairman of the Engineering and Operations Workshop • Member of the APPA DEED Board of Directors,APPA's research program • Instructor for APPA Underground Distribution Course for 27 years • Past Board member and President of the Iowa Association of Municipal Utilities • Past Board Member and President of the Minnesota Municipal Utilities Association • Southern Minnesota Municipal Power Association Board member • Rochester Area Economic Development Inc. Board of Directors • Current member of Rotary International and Board member • Current Board representative(elected municipal rep)for the Midwest Regional Reliability Organization (MRO) Larry has participated in numerous management training and seminars, including strategic planning on and for the various boards and utilities where has served. He is a graduate of the University of Minnesota and a registered Professional Engineer in Minnesota and Iowa. He is also a Senior Member of IEEE. Collaboration Unlimited/Collaborative Learning, 9nc. www.collaboration-unlimited.com 101 i Collaboration Unlimited MORRIS J. MACH, CSP SAFETY AND TRAINING CONSULTANT Morris Mach is a Certified Safety Consultant(CSP), electric transmission and distribution practitioner, and educator with over 30 years of experience in the electric utility industry. Morris Mach is has been both a hands-on practitioner and supervisor of electric power transmission and distribution construction, operation and maintenance. He has over 30 years of experience with high voltage transmission systems, substations, overhead and underground distribution systems, having worked as a line worker, supervisor, and general foreman. Mr. Mach also has extensive experience as a safety and health management professional conducting hazard assessments, compliance reviews and training for electric utilities and electrical contractors throughout the U.S. He has designed, developed and marketed copyrighted video-based training programs and publications. On numerous occasions, Morris has also served as an expert witness in litigation involving electrical accidents and compliance with OSHA regulations. Morris is a former Regional Training Director for one of the largest electric utility power line contractors in the U.S. As part of his duties, he oversaw the skills and safety instruction for over fifteen hundred electrical power linemen who participate in the company Supervisory Skills Program and Department of Labor Apprenticeship. Morris has designed and delivered a wide range of management and safety instruction programs. He has presented a Rubber Glove Qualification Program, OSHA Compliance and National Electrical Safety Code Workshops to over one thousand employees. Morris has previously worked as a utility operations and safety consultant for R. W. Beck, Inc., as a line foreman for the City of Austin Electric Utility Department, and as an education consultant for the NUS Training Corporation and the Texas A&M University Engineering Extension Service. Morris has an M.S. degree in Environmental, Safety & Health Management from West Virginia University and a B.A. in Business Administration/Marketing from Shepherd College. In addition to his formal education, he holds certification in live-line bare-hand maintenance and is a Certified Safety Professional. Morris also serves as Manager of Product Development for T&D Power Skills. Collaboration lin/united/Collaborative Learning, 9nc. www.collaboration-unlimited.com 102