7466 - Contract Executed
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City of Denton, Texas Contract 7466
Standard Agreement for Professional Services
Revised Date: 12/5/18
Page 1 of 18
PROFESSIONAL SERVICES AGREEMENT
FOR CONSULTING SERVICES
FILE 7466
STATE OF TEXAS §
COUNTY OF DENTON §
THIS AGREEMENT (the “Agreement”) is made and entered into on
________________________, by and between the City of Denton, Texas, a Texas municipal
corporation, with its principal office at 215 East McKinney Street, Denton, Denton County,
Texas 76201, hereinafter called “OWNER” and Ralph Andersen & Associates, with its corporate
office at 5800 Stanford Ranch Road, Suite 410, Rocklin, California 95765, hereinafter called
“CONSULTANT,” acting herein, by and through their duly authorized representatives.
WITNESSETH, that in consideration of the covenants and agreements herein contained,
the parties hereto do mutually agree as follows:
ARTICLE I
CONSULTANT AS INDEPENDENT CONTRACTOR
The OWNER has selected CONSULTANT on the basis of demonstrated competence and
qualifications to perform the services herein described for a fair and reasonable price pursuant to
Chapter 2254 of the Texas Government Code. The OWNER hereby contracts with the
CONSULTANT as an independent contractor and not as an employee, and as such, the OWNER
will not assert control over the day-to-day operations of the CONSULTANT. The
CONSULTANT is customarily engaged to provide services as described herein independently
and on a nonexclusive basis in the course of its business. This Agreement does not in any way
constitute a joint venture between OWNER and CONSULTANT. The CONSULTANT hereby
agrees to perform the services described herein based on the skills required for the scope of work
in connection with the Project as stated in the sections to follow, with diligence and in
accordance with the highest professional standards customarily obtained for such services in the
State of Texas. The professional services set out herein are in connection with the following
described project:
The Project shall include, without limitation, recruitment services for the position of Chief
Technology Officer, as described in Exhibit A, which is attached hereto and incorporated
herein (the “Project”).
ARTICLE II
SCOPE OF BASIC SERVICES
The CONSULTANT shall perform the following services in a professional manner:
A. To perform all those services set forth in CONSULTANT’s proposal, which proposal is
attached hereto and made a part hereof as Exhibit A as if written word for word herein.
City of Denton, Texas Contract 7466
Standard Agreement for Professional Services
Revised Date: 12/5/18
Page 2 of 18
B. CONSULTANT shall perform all those services set forth in individual task orders, as
described in Exhibit A, which shall be attached to this Agreement and made a part
hereof.
C. If there is any conflict between the terms of this Agreement and the exhibits attached to
this Agreement, the terms and conditions of this Agreement will control over the terms
and conditions of the attached exhibits or task orders.
ARTICLE III
ADDITIONAL SERVICES
Additional services to be performed by the CONSULTANT, if authorized by the
OWNER, which are not included in the above-described Basic Services, may be negotiated as
needed, per rates included in Exhibit A.
A. Preparing applications and supporting documents for government grants, loans, or
planning advances and providing data for detailed applications.
B. Preparing data and reports for assistance to OWNER in preparation for hearings before
regulatory agencies, courts, arbitration panels or mediator, giving testimony, personally or
by deposition, and preparations therefore before any regulatory agency, court, arbitration
panel or mediator.
C. Assisting OWNER in preparing for, or appearing at litigation, mediation, arbitration,
dispute review boards, or other legal and/or administrative proceedings in the defense or
prosecution of claims disputes with Contractor(s).
D. Assisting OWNER in the defense or prosecution of litigation in connection with or in
addition to those services contemplated by this AGREEMENT. Such services, if any, shall
be furnished by CONSULTANT on a fee basis negotiated by the respective parties outside
of and in addition to this AGREEMENT.
E. Visits to the site in excess of the number of trips included in Exhibit A.
F. Preparing statements for invoicing or other documentation for billing other than for the
standard invoice for services attached to this professional services agreement.
ARTICLE IV
TIME OF COMPLETION
CONSULTANT is authorized to commence work under this contract upon execution of
this AGREEMENT. CONSULTANT shall perform and complete its obligations herein in
a prompt and continuous manner, so as to not delay the completion of the Project in
accordance with the schedules as described in Exhibit A. The contract shall remain
effective for a period which may reasonably be required for the completion of the Project,
acceptance by an authorized representative of the OWNER, exhaustion of authorized
funds, or termination as provided in this Agreement, whichever occurs first.
City of Denton, Texas Contract 7466
Standard Agreement for Professional Services
Revised Date: 12/5/18
Page 3 of 18
ARTICLE V
COMPENSATION
A. COMPENSATION TERMS:
1. “Subcontract Expense” is defined as expenses incurred by the CONSULTANT in
employment of others in outside firms for services related to this agreement.
2. “Direct Non-Labor Expense” is defined as that expense for any assignment
incurred by the CONSULTANT for supplies, transportation and equipment,
travel, communications, subsistence, and lodging away from home, and similar
incidental expenses in connection with that assignment.
B. BILLING AND PAYMENT: For and in consideration of the professional services to be
performed by the CONSULTANT herein, the OWNER agrees to pay, based on the cost
estimate detail shown in Exhibit A which is attached hereto and made a part of this
Agreement as if written word for word herein, a total fee, including reimbursement for
direct non-labor expenses not to exceed $26,500.
Partial payments to the CONSULTANT will be made on the basis of detailed monthly
statements rendered to and approved by the OWNER through its City Manager or his
designee; however, under no circumstances shall any monthly statement for services
exceed the value of the work performed at the time a statement is rendered.
Nothing contained in this Article shall require the OWNER to pay for any work which is
unsatisfactory, as reasonably determined by the City Manager or his designee, or which is
not submitted in compliance with the terms of this Agreement. The OWNER shall not be
required to make any payments to the CONSULTANT when the CONSULTANT is in
default under this Agreement.
It is specifically understood and agreed that the CONSULTANT shall not be authorized
to undertake any work pursuant to this Agreement which would require additional
payments by the OWNER for any charge, expense, or reimbursement above the
maximum not to exceed fee as stated, without first having obtained written authorization
from the OWNER. The CONSULTANT shall not proceed to perform the services listed
in Article III “Additional Services,” without obtaining prior written authorization from
the OWNER.
C. ADDITIONAL SERVICES: For additional services authorized in writing by the
OWNER in Article III, the CONSULTANT shall be paid based on the Schedule of
Charges at an hourly rate shown in Exhibit A. Payments for additional services shall be
due and payable upon submission by the CONSULTANT and approval by the City staff,
and shall be in accordance with subsection B hereof. Statements shall not be submitted
more frequently than monthly.
D. PAYMENT: If the OWNER fails to make payments due the CONSULTANT for
services and expenses within thirty (30) days after receipt of the CONSULTANT’s
City of Denton, Texas Contract 7466
Standard Agreement for Professional Services
Revised Date: 12/5/18
Page 4 of 18
undisputed statement thereof, the amounts due the CONSULTANT will be paid interest
in accordance with the Texas Government Code 2251.025. Additionally, the
CONSULTANT may, after giving seven (7) days’ written notice to the OWNER,
suspend services under this Agreement until the CONSULTANT has been paid in full all
amounts due for services, expenses, and charges. Nothing herein shall require the
OWNER to pay the late charge if the OWNER reasonably determines that the work is
unsatisfactory, in accordance with this Article V, “Compensation,” there is a bona fide
dispute concerning the amount due, or the invoice was not mailed to the address or in the
form as described in this Agreement. The OWNER will notify CONSULTANT of any
disputes within twenty-one (21) days of receipt of the invoice.
E. Invoices shall be sent directly to the City of Denton Accounts Payable Department, 215
E McKinney St, Denton, TX, 76201-4299. A pro-forma invoice shall be sent to the
contract administrator. It is the intention of the City of Denton to make payment on
completed orders within thirty days after receipt of invoice or items; whichever is later,
unless unusual circumstances arise. Invoices must be fully documented as to labor,
materials, and equipment provided, if applicable, and must reference the City of
Denton Purchase Order Number in order to be processed. No payments shall be
made on invoices not listing a Purchase Order Number.
ARTICLE VI
OBSERVATION AND REVIEW OF THE WORK
The CONSULTANT will exercise reasonable care and due diligence in discovering and
promptly reporting to the OWNER any defects or deficiencies in the work of the
CONSULTANT or any subcontractors or subconsultants.
ARTICLE VII
OWNERSHIP OF DOCUMENTS
All documents prepared or furnished by the CONSULTANT (and CONSULTANT’s
subcontractors or subconsultants) pursuant to this Agreement are instruments of service, and
shall become the property of the OWNER upon the termination of this Agreement. The
CONSULTANT is entitled to retain copies of all such documents. The documents prepared and
furnished by the CONSULTANT are intended only to be applicable to this Project, and
OWNER’s use of these documents in other projects shall be at OWNER’s sole risk and expense.
In the event the OWNER uses any of the information or materials developed pursuant to this
Agreement in another project or for other purposes than specified herein, CONSULTANT is
released from any and all liability relating to their use in that project.
ARTICLE VIII
INDEMNITY AGREEMENT
THE CONSULTANT SHALL INDEMNIFY AND SAVE AND HOLD HARMLESS
THE OWNER AND ITS OFFICERS, OFFICIALS, AGENTS, AND EMPLOYEES FROM
AND AGAINST ANY AND ALL LIABILITY, CLAIMS, DEMANDS, DAMAGES,
LOSSES, AND EXPENSES, INCLUDING, BUT NOT LIMITED TO COURT COSTS
AND REASONABLE ATTORNEY FEES ASSERTED AGAINST OR INCURRED BY
City of Denton, Texas Contract 7466
Standard Agreement for Professional Services
Revised Date: 12/5/18
Page 5 of 18
THE OWNER, AND INCLUDING, WITHOUT LIMITATION, DAMAGES FOR
BODILY AND PERSONAL INJURY, DEATH AND PROPERTY DAMAGE,
RESULTING FROM THE NEGLIGENT ACTS OR OMISSIONS OF THE
CONSULTANT OR ITS OFFICERS, SHAREHOLDERS, AGENTS, OR EMPLOYEES
INCIDENTAL TO, RELATED TO, AND IN THE EXECUTION, OPERATION, OR
PERFORMANCE OF THIS AGREEMENT.
Nothing in this Agreement shall be construed to create a liability to any person who is not
a party to this Agreement, and nothing herein shall waive any of the parties’ defenses, both at
law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this
Agreement, including the defense of governmental immunity, which defenses are hereby
expressly reserved.
ARTICLE IX
INSURANCE
During the performance of the services under this Agreement, CONSULTANT shall
maintain insurance in compliance with the requirements of Exhibit B which is attached hereto
and made a part of this Agreement as if written word for word herein.
ARTICLE X
ALTERNATIVE DISPUTE RESOLUTION
The parties may agree to settle any disputes under this Agreement by submitting the
dispute to mediation with each party bearing its own costs of mediation. No mediation arising
out of or relating to this Agreement, involving one party’s disagreement may include the other
party to the disagreement without the other’s approval. Mediation will not be a condition
precedent to suit.
ARTICLE XI
TERMINATION OF AGREEMENT
A. Notwithstanding any other provision of this Agreement, either party may terminate by
giving thirty (30) days’ advance written notice to the other party.
B. This Agreement may be terminated in whole or in part in the event of either party
substantially failing to fulfill its obligations under this Agreement. No such termination
will be affected unless the other party is given (1) written notice (delivered by certified
mail, return receipt requested) of intent to terminate and setting forth the reasons
specifying the non-performance, and not less than fifteen (15) calendar days to cure the
failure; and (2) an opportunity for consultation with the terminating party prior to
termination.
C. If the Agreement is terminated prior to completion of the services to be provided
hereunder, CONSULTANT shall immediately cease all services and shall render a final
bill for services to the OWNER within thirty (30) days after the date of termination. The
OWNER shall pay CONSULTANT for all services properly rendered and satisfactorily
performed and for reimbursable expenses to termination incurred prior to the date of
City of Denton, Texas Contract 7466
Standard Agreement for Professional Services
Revised Date: 12/5/18
Page 6 of 18
termination, in accordance with Article V “Compensation.” Should the OWNER
subsequently contract with a new consultant for the continuation of services on the
Project, CONSULTANT shall cooperate in providing information. The CONSULTANT
shall turn over all documents prepared or furnished by CONSULTANT pursuant to this
Agreement to the OWNER on or before the date of termination, but may maintain copies
of such documents for its use.
ARTICLE XII
RESPONSIBILITY FOR CLAIMS AND LIABILITIES
Approval by the OWNER shall not constitute, nor be deemed a release of the
responsibility and liability of the CONSULTANT, its employees, associates, agents,
subcontractors, and subconsultants for the accuracy and competency of their designs or other
work; nor shall such approval be deemed to be an assumption of such responsibility by the
OWNER for any defect in the design or other work prepared by the CONSULTANT, its
employees, subcontractors, agents, and consultants.
ARTICLE XIII
NOTICES
All notices, communications, and reports required or permitted under this Agreement
shall be personally delivered or mailed to the respective parties by depositing same in the United
States mail to the address shown below, certified mail, return receipt requested, unless otherwise
specified herein. Mailed notices shall be deemed communicated as of three (3) days’ mailing:
To CONSULTANT: To OWNER:
Ralph Andersen & Associates City of Denton
Diana Haussmann, Recruitment Manager Purchasing Manager –File 7466
5800 Standford Ranch Road, Suite 410 901B Texas Street
Rocklin, California 95765 Denton, Texas 76201
All notices shall be deemed effective upon receipt by the party to whom such notice is
given, or within three (3) days’ mailing.
ARTICLE XIV
ENTIRE AGREEMENT
This Agreement and related exhibits constitute the complete and final expression of this
Agreement of the parties, and is intended as a complete and exclusive statement of the terms of
their agreements, and supersedes all prior contemporaneous offers, promises, representations,
negotiations, discussions, communications, and agreements which may have been made in
connection with the subject matter hereof.
ARTICLE XV
SEVERABILITY
City of Denton, Texas Contract 7466
Standard Agreement for Professional Services
Revised Date: 12/5/18
Page 7 of 18
If any provision of this Agreement is found or deemed by a court of competent
jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of
this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event,
the parties shall reform this Agreement to replace such stricken provision with a valid and
enforceable provision which comes as close as possible to expressing the intention of the stricken
provision.
ARTICLE XVI
COMPLIANCE WITH LAWS
The CONSULTANT shall comply with all federal, state, and local laws, rules,
regulations, and ordinances applicable to the work covered hereunder as those laws may now
read or hereinafter be amended.
ARTICLE XVII
DISCRIMINATION PROHIBITED
In performing the services required hereunder, the CONSULTANT shall not discriminate
against any person on the basis of race, color, religion, sex, sexual orientation, national origin or
ancestry, age, or physical handicap.
ARTICLE XVIII
PERSONNEL
A. The CONSULTANT represents that it has or will secure, at its own expense, all
personnel required to perform all the services required under this Agreement. Such
personnel shall not be employees or officers of, or have any contractual relations with the
OWNER. CONSULTANT shall inform the OWNER of any conflict of interest or
potential conflict of interest that may arise during the term of this Agreement.
B. All services required hereunder will be performed by the CONSULTANT or under its
supervision. All personnel engaged in work shall be qualified, and shall be authorized
and permitted under state and local laws to perform such services.
ARTICLE XIX
ASSIGNABILITY
The CONSULTANT acknowledges that this Agreement is based on the demonstrated
competence and specific qualifications of the CONSULTANT and is therefore personal as to the
CONSULTANT. Therefore, the CONSULTANT shall not assign any interest in this Agreement,
and shall not transfer any interest in this Agreement (whether by assignment, novation, or
otherwise) without the prior written consent of the OWNER.
ARTICLE XX
MODIFICATION
No waiver or modification of this Agreement or of any covenant, condition, or limitation
herein contained shall be valid unless in writing and duly executed by the party to be charged
therewith, and no evidence of any waiver or modification shall be offered or received in evidence
City of Denton, Texas Contract 7466
Standard Agreement for Professional Services
Revised Date: 12/5/18
Page 8 of 18
in any proceeding arising between the parties hereto out of or affecting this Agreement, or the
rights or obligations of the parties hereunder, and unless such waiver or modification is in
writing and duly executed; and the parties further agree that the provisions of this section will not
be waived unless as set forth herein.
ARTICLE XXI
MISCELLANEOUS
A. The following exhibits are attached to and made a part of this Agreement:
Exhibit A – Consultant’s Scope of Services Offer and Rate Sheet
Exhibit B – Consultant’s Insurance Requirements
What is called for by one exhibit shall be as binding as if called for by all. In the event of
an inconsistency or conflict in this Agreement and any of the provisions of the exhibits,
the inconsistency or conflict shall be resolved by giving precedence first to this
Agreement then to the exhibits in the order in which they are listed above.
B. This Agreement shall be governed by, construed, and enforced in accordance with, and
subject to, the laws of the State of Texas or federal law, where applicable, without regard
to the conflict of law principles of any jurisdiction. In the event there shall be any dispute
arising out of the terms and conditions of, or in connection with, this Agreement, the
party seeking relief shall submit such dispute to the District Courts of Denton County or
if federal diversity or subject matter jurisdiction exists, to the United States District Court
for the Eastern District of Texas-Sherman Division.
C. For the purpose of this Agreement, the key persons who will perform most of the work
hereunder shall be Mr. Greg Nelson, Project Director. However, nothing herein shall
limit CONSULTANT from using other equally qualified and competent members of its
firm to perform the services required herein.
D. CONSULTANT shall commence, carry on, and complete any and all projects with all
applicable dispatch, in a sound, economical, and efficient manner and in accordance with
the provisions hereof. In accomplishing the projects, CONSULTANT shall take such
steps as are appropriate to ensure that the work involved is properly coordinated with
related work being carried on by the OWNER.
E. The OWNER shall assist the CONSULTANT by placing at the CONSULTANT’s
disposal all available information pertinent to the Project, including previous reports, any
other data relative to the Project, and arranging for the access thereto, and make all
provisions for the CONSULTANT to enter in or upon public and private property as
required for the CONSULTANT to perform services under this Agreement.
F. The captions of this Agreement are for informational purposes only, and shall not in any
way affect the substantive terms or conditions of this Agreement.
City of Denton, Texas Contract 7466
Standard Agreement for Professional Services
Revised Date: 12/5/18
Page 9 of 18
G. The parties agree to transact business electronically. Any statutory requirements that
certain terms be in writing will be satisfied using electronic documents and signing.
Electronic signing of this document will be deemed an original for all legal purposes.
ARTICLE XXII
INDEPENDENT CONTRACTOR
CONSULTANT shall provide services to OWNER as an independent contractor, not as
an employee of the OWNER. CONSULTANT shall not have or claim any right arising from
employee status.
ARTICLE XXIII
RIGHT TO AUDIT
The OWNER shall have the right to audit and make copies of the books, records and
computations pertaining to this agreement. The CONTRACTOR shall retain such books,
records, documents and other evidence pertaining to this agreement during the contract period
and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in
which case records shall be kept until all audit tasks are completed and resolved. These books,
records, documents and other evidence shall be available, within 10 business days of written
request. Further, the CONTRACTOR shall also require all Subcontractors, material suppliers,
and other payees to retain all books, records, documents and other evidence pertaining to this
agreement, and to allow the OWNER similar access to those documents. All books and records
will be made available within a 50 mile radius of the City of Denton. The cost of the audit will
be borne by the OWNER unless the audit reveals an overpayment of 1% or greater. If an
overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs,
must be borne by the CONTRACTOR which must be payable within five business days of
receipt of an invoice.
Failure to comply with the provisions of this section shall be a material breach of this contract
and shall constitute, in the OWNER’S sole discretion, grounds for termination thereof. Each of
the terms "books", "records", "documents" and "other evidence", as used above, shall be
construed to include drafts and electronic files, even if such drafts or electronic files are
subsequently used to generate or prepare a final printed document.
ARTICLE XXIV
Prohibition On Contracts With Companies Boycotting Israel
Supplier acknowledges that in accordance with Chapter 2270 of the Texas Government Code,
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 agreement, Supplier certifies that Supplier’s signature
provides written verification to the City that Supplier: (1) does not boycott Israel; and (2) will
City of Denton, Texas Contract 7466
Standard Agreement for Professional Services
Revised Date: 12/5/18
Page 10 of 18
not boycott Israel during the term of the agreement. Failure to meet or maintain the
requirements under this provision will be considered a material breach.
ARTICLE XXV
Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a
Foreign Terrorist Organization
Section 2252 of the Texas Government Code restricts CITY from contracting with companies
that do business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement,
Supplier certifies that Supplier’s signature provides written verification to the City that
Supplier, pursuant to Chapter 2252, is not ineligible to enter into this agreement and will not
become ineligible to receive payments under this agreement by doing business with Iran,
Sudan, or a foreign terrorist organization. Failure to meet or maintain the requirements under
this provision will be considered a material breach.
City of Denton, Texas Contract 7466
Standard Agreement for Professional Services
Revised Date: 12/5/18
Page 11 of 18
ARTICLE XXVI
PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS
No officer, employee, independent consultant, or elected official of the City who is involved in
the development, evaluation, or decision-making process of the performance of any solicitation
shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation as
defined in the City’s Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics).
Any willful violation of this section shall constitute impropriety in office, and any officer or
employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any
violation of this provision, with the knowledge, expressed or implied, of the Contractor shall
render the Contract voidable by the City. The Contractor shall complete and submit the City’s
Conflict of Interest Questionnaire.
IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be
executed by its duly authorized City Manager, and CONSULTANT has executed this Agreement
through its duly authorized undersigned officer on this date______________________.
RALPH ANDERSEN & ASSOCIATES CITY OF DENTON, TEXAS
A CALIFORNIA CORPORATION “OWNER”
“CONSULTANT”
BY: __________________________ ___________________________
BUYER
ITS:__________________________
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational obligations
and business terms.
_______________ ________________
SIGNATURE PRINTED NAME
__________________________________
TITLE
__________________________________
DEPARTMENT
City of Denton, Texas Contract 7466
Standard Agreement for Professional Services
Revised Date: 12/5/18
Page 12 of 18
Exhibit B
CITY OF DENTON
INSURANCE REQUIREMENTS FOR CONTRACTORS
Bidder's attention is directed to the insurance requirements below. It is highly recommended
that bidders confer with their respective insurance carriers or brokers to determine in advance
of Bid submission the availability of insurance certificates and endorsements as prescribed
and provided herein. If an apparent low bidder fails to comply strictly with the insurance
requirements, that bidder may be disqualified from award of the contract. Upon bid award, all
insurance requirements shall become contractual obligations, which the successful bidder
shall have a duty to maintain throughout the course of this contract.
STANDARD PROVISIONS:
Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall
provide and maintain until the contracted work has been completed and accepted by the City of
Denton, Owner, the minimum insurance coverage as indicated hereinafter.
As soon as practicable after notification of bid award, Contractor shall file with the Purchasing
Department satisfactory certificates of insurance, containing the bid number and title of the
project. Contractor may, upon written request to the Purchasing Department, ask for
clarification of any insurance requirements at any time; however, Contractors are strongly
advised to make such requests prior to bid opening, since the insurance requirements may not be
modified or waived after bid opening unless a written exception has been submitted with the bid.
Contractor shall not commence any work or deliver any material until he or she receives
notification that the contract has been accepted, approved, and signed by the City of Denton.
All insurance policies proposed or obtained in satisfaction of these requirements shall comply
with the following general specifications, and shall be maintained in compliance with these
general specifications throughout the duration of the Contract, or longer, if so noted:
x Each policy shall be issued by a company authorized to do business in the State of
Texas with an A.M. Best Company rating of at least A- VII or better.
x Any deductibles or self-insured retentions shall be declared in the bid proposal. If
requested by the City, the insurer shall reduce or eliminate such deductibles or
self-insured retentions with respect to the City, its officials, agents, employees and
volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and
related investigations, claim administration and defense expenses.
x Liability policies shall be endorsed to provide the following:
City of Denton, Texas Contract 7466
Standard Agreement for Professional Services
Revised Date: 12/5/18
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x Name as additional insured the City of Denton, its Officials, Agents,
Employees and volunteers.
x That such insurance is primary to any other insurance available to the
additional insured with respect to claims covered under the policy and that this
insurance applies separately to each insured against whom claim is made or
suit is brought. The inclusion of more than one insured shall not operate to
increase the insurer's limit of liability.
x Provide a Waiver of Subrogation in favor of the City of Denton, its officials,
agents, employees, and volunteers.
x Cancellation: City requires 30 day written notice should any of the policies
described on the certificate be cancelled before the expiration date.
x Should any of the required insurance be provided under a claims-made form,
Contractor shall maintain such coverage continuously throughout the term of
this contract and, without lapse, for a period of three years beyond the contract
expiration, such that occurrences arising during the contract term which give
rise to claims made after expiration of the contract shall be covered.
x Should any of the required insurance be provided under a form of coverage that
includes a general annual aggregate limit providing for claims investigation or
legal defense costs to be included in the general annual aggregate limit, the
Contractor shall either double the occurrence limits or obtain Owners and
Contractors Protective Liability Insurance.
x Should any required insurance lapse during the contract term, requests for
payments originating after such lapse shall not be processed until the City
receives satisfactory evidence of reinstated coverage as required by this
contract, effective as of the lapse date. If insurance is not reinstated, City may,
at its sole option, terminate this agreement effective on the date of the lapse.
SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS:
All insurance policies proposed or obtained in satisfaction of this Contract shall additionally
comply with the following marked specifications, and shall be maintained in compliance with
these additional specifications throughout the duration of the Contract, or longer, if so noted:
[X ] A. General Liability Insurance:
General Liability insurance with combined single limits of not less than
$1,000,000.00 shall be provided and maintained by the Contractor. The policy shall
be written on an occurrence basis either in a single policy or in a combination of
underlying and umbrella or excess policies.
If the Commercial General Liability form (ISO Form CG 0001 current edition) is
City of Denton, Texas Contract 7466
Standard Agreement for Professional Services
Revised Date: 12/5/18
Page 14 of 18
used:
x Coverage A shall include premises, operations, products, and completed
operations, independent contractors, contractual liability covering this
contract and broad form property damage coverage.
x Coverage B shall include personal injury.
x Coverage C, medical payments, is not required.
If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition
and ISO Form GL 0404) is used, it shall include at least:
x Bodily injury and Property Damage Liability for premises, operations,
products and completed operations, independent contractors and property
damage resulting from explosion, collapse or underground (XCU)
exposures.
x Broad form contractual liability (preferably by endorsement) covering this
contract, personal injury liability and broad form property damage liability.
[X] Automobile Liability Insurance:
Contractor shall provide Commercial Automobile Liability insurance with Combined
Single Limits (CSL) of not less than $500,000.00 either in a single policy or in a
combination of basic and umbrella or excess policies. The policy will include bodily
injury and property damage liability arising out of the operation, maintenance and use of
all automobiles and mobile equipment used in conjunction with this contract.
Satisfaction of the above requirement shall be in the form of a policy endorsement for:
x any auto, or
x all owned, hired and non-owned autos.
[X] Workers’ Compensation Insurance
Contractor shall purchase and maintain Worker's Compensation insurance which, in
addition to meeting the minimum statutory requirements for issuance of such insurance,
has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each
employee, and a $500,000 policy limit for occupational disease. The City need not be
named as an "Additional Insured" but the insurer shall agree to waive all rights of
subrogation against the City, its officials, agents, employees and volunteers for any work
performed for the City by the Named Insured. For building or construction projects, the
Contractor shall comply with the provisions of Attachment 1 in accordance with
§406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Worker's
Compensation Commission (TWCC).
City of Denton, Texas Contract 7466
Standard Agreement for Professional Services
Revised Date: 12/5/18
Page 15 of 18
[ ] Owner's and Contractor's Protective Liability Insurance
The Contractor shall obtain, pay for and maintain at all times during the prosecution of
the work under this contract, an Owner's and Contractor's Protective Liability insurance
policy naming the City as insured for property damage and bodily injury which may arise
in the prosecution of the work or Contractor's operations under this contract. Coverage
shall be on an "occurrence" basis, and the policy shall be issued by the same insurance
company that carries the Contractor's liability insurance. Policy limits will be at least
combined bodily injury and property damage per occurrence with a aggregate.
[X] Professional Liability Insurance
Professional liability insurance with limits not less than $1,000,000 per claim with
respect to negligent acts, errors or omissions in connection with professional services is
required under this Agreement.
[ ] Builders' Risk Insurance
Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be
provided. Such policy shall include as "Named Insured" the City of Denton and all
subcontractors as their interests may appear.
[ ] Commercial Crime
Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside
the premises, burglary of the premises, and employee fidelity. The employee fidelity
portion of this coverage should be written on a “blanket” basis to cover all employees,
including new hires. This type insurance should be required if the contractor has access
to City funds. Limits of not less than each occurrence are required.
[ ] Additional Insurance
Other insurance may be required on an individual basis for extra hazardous contracts and
specific service agreements. If such additional insurance is required for a specific
contract, that requirement will be described in the "Specific Conditions" of the contract
specifications.
City of Denton, Texas Contract 7466
Standard Agreement for Professional Services
Revised Date: 12/5/18
Page 16 of 18
ATTACHMENT 1
[ ] Workers’ Compensation Coverage for Building or Construction Projects for
Governmental Entities
A. Definitions:
Certificate of coverage ("certificate")-A copy of a certificate of insurance, a
certificate of authority to self-insure issued by the commission, or a coverage
agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory
workers' compensation insurance coverage for the person's or entity's employees
providing services on a project, for the duration of the project.
Duration of the project - includes the time from the beginning of the work on the
project until the contractor's/person's work on the project has been completed and
accepted by the governmental entity.
Persons providing services on the project ("subcontractor" in §406.096) - includes all
persons or entities performing all or part of the services the contractor has
undertaken to perform on the project, regardless of whether that person contracted
directly with the contractor and regardless of whether that person has employees.
This includes, without limitation, independent contractors, subcontractors, leasing
companies, motor carriers, owner-operators, employees of any such entity, or
employees of any entity which furnishes persons to provide services on the project.
"Services" include, without limitation, providing, hauling, or delivering equipment or
materials, or providing labor, transportation, or other service related to a project.
"Services" does not include activities unrelated to the project, such as food/beverage
vendors, office supply deliveries, and delivery of portable toilets.
B. The contractor shall provide coverage, based on proper reporting of classification
codes and payroll amounts and filing of any overage agreements, which meets the
statutory requirements of Texas Labor Code, Section 401.011(44) for all employees
of the Contractor providing services on the project, for the duration of the project.
C. The Contractor must provide a certificate of coverage to the governmental entity prior
to being awarded the contract.
D. If the coverage period shown on the contractor's current certificate of coverage ends
during the duration of the project, the contractor must, prior to the end of the
coverage period, file a new certificate of coverage with the governmental entity
showing that coverage has been extended.
E. The contractor shall obtain from each person providing services on a project, and
provide to the governmental entity:
1) a certificate of coverage, prior to that person beginning work on the project, so the
governmental entity will have on file certificates of coverage showing coverage
for all persons providing services on the project; and
City of Denton, Texas Contract 7466
Standard Agreement for Professional Services
Revised Date: 12/5/18
Page 17 of 18
2) no later than seven days after receipt by the contractor, a new certificate of
coverage showing extension of coverage, if the coverage period shown on the
current certificate of coverage ends during the duration of the project.
F. The contractor shall retain all required certificates of coverage for the duration of the
project and for one year thereafter.
G. The contractor shall notify the governmental entity in writing by certified mail or
personal delivery, within 10 days after the contractor knew or should have known, of
any change that materially affects the provision of coverage of any person providing
services on the project.
H. The contractor shall post on each project site a notice, in the text, form and manner
prescribed by the Texas Workers' Compensation Commission, informing all persons
providing services on the project that they are required to be covered, and stating how
a person may verify coverage and report lack of coverage.
I. The contractor shall contractually require each person with whom it contracts to
provide services on a project, to:
1) provide coverage, based on proper reporting of classification codes and payroll
amounts and filing of any coverage agreements, which meets the statutory
requirements of Texas Labor Code, Section 401.011(44) for all of its employees
providing services on the project, for the duration of the project;
2) provide to the contractor, prior to that person beginning work on the project, a
certificate of coverage showing that coverage is being provided for all employees
of the person providing services on the project, for the duration of the project;
3) provide the contractor, prior to the end of the coverage period, a new certificate of
coverage showing extension of coverage, if the coverage period shown on the
current certificate of coverage ends during the duration of the project;
4) obtain from each other person with whom it contracts, and provide to the
contractor:
a) certificate of coverage, prior to the other person beginning work on the
project; and
b) a new certificate of coverage showing extension of coverage, prior to the
end of the coverage period, if the coverage period shown on the current
certificate of coverage ends during the duration of the project;
5) retain all required certificates of coverage on file for the duration of the project
and for one year thereafter;
City of Denton, Texas Contract 7466
Standard Agreement for Professional Services
Revised Date: 12/5/18
Page 18 of 18
6) notify the governmental entity in writing by certified mail or personal delivery,
within 10 days after the person knew or should have known, of any change that
materially affects the provision of coverage of any person providing services on
the project; and
7) Contractually require each person with whom it contracts, to perform as required
by paragraphs (1) - (7), with the certificates of coverage to be provided to the
person for whom they are providing services.
J. By signing this contract or providing or causing to be provided a certificate of
coverage, the contractor is representing to the governmental entity that all employees
of the contractor who will provide services on the project will be covered by workers'
compensation coverage for the duration of the project, that the coverage will be based
on proper reporting of classification codes and payroll amounts, and that all coverage
agreements will be filed with the appropriate insurance carrier or, in the case of a self-
insured, with the commission's Division of Self-Insurance Regulation. Providing
false or misleading information may subject the contractor to administrative penalties,
criminal penalties, civil penalties, or other civil actions.
K. The contractor’s failure to comply with any of these provisions is a breach of contract
by the contractor which entitles the governmental entity to declare the contract void if
the contractor does not remedy the breach within ten days after receipt of notice of
breach from the governmental entity.
August 24, 2020
Ms. Sara Hensley
Deputy City Manager
City of Denton
601 E. Hickory, Suite A
Denton, Texas 76205
Via Email: Sara.Hensley@cityofdenton.com
Dear Ms. Hensley:
We are pleased to submit this Letter Proposal to the City of Denton for recruitment services for the
position of Chief Technology Officer.
Ralph Andersen & Associates would be pleased to undertake this high-level recruitment and would
be available to begin the recruitment within 10 days of notice to proceed or a mutually agreed upon
timeframe.
The City of Denton will be served by Mr. Greg Nelson as the Project Director, supported by a team
of professional staff. Mr. Nelson is currently conducting two Deputy City Attorney recruitments for
the City of Denton. Additionally, Mr. Nelson has performed several successful recruitments in the
Dallas-Fort Worth metroplex, including work for the cities of Dallas, McKinney, Allen, Lewisville,
North Richland Hills, and Burleson.
As standard practice, Ralph Andersen & Associates takes pride in abundant and personal
communication throughout the recruitment process. We believe our approach is solid and thorough,
and our recent successful experiences with the City of Denton are a testament to the reputation of
Ralph Andersen & Associates.
Experience
The following recent technology related recruitments have been conducted by Ralph Andersen &
Associates (2015 to Present):
x Alameda County, CA
Ì Chief Technology Officer (2017)
x Austin, TX
Ì Deputy Chief Information Officer (Chief Technology Officer) (2019)
Ì Deputy Director of Communications & Technology Management (CTM) (2019)
x Berkeley, CA
Ì Director of Information Technology (2015)
Ì Information Systems Manager (2016)
Ì Senior Systems Analyst (2016)
x Broward County, FL
Ì Assistant Director of Enterprise Technology Services (2016)
Exhibit A
x Carrollton, TX
Ì IT Security Officer (Current Search)
x Charlotte, NC
Ì Chief Information Officer (2019)
x Concord, CA
Ì Director of Information Technology (2019)
x Cupertino, CA
Ì Chief Technology Officer (2016)
x Douglas County, NV
Ì Chief Technology Officer (2016)
x Glendale, AZ
Ì Chief Information Officer (2020)
x Huntington Beach, CA
Ì Chief Information Officer (2016)
x Irvine, CA
Ì Information Technology Project Manager (2018)
x Los Angeles Department of Water and Power
Ì Chief Information Officer (CIO) (2016)
x Los Angeles World Airports
Ì Chief Information Officer (2016)
x Manhattan Beach, CA
Ì Information Technology Director (Current Search)
x Marin County, CA
Ì Chief Information Officer (2018)
Ì Chief Assistant Director of Information Services & Technology (2019)
x Metropolitan Water District of Southern California
Ì Information Technology Group Manager – CTO (2017)
x Modesto, CA
Ì Chief Information Officer (2017)
x North Richland Hills, TX
Ì Director of Information Technology (Current Search)
x Orange County, CA
Ì Chief Information Officer (2017)
Exhibit A
x Rancho Cucamonga, CA
Ì Director/Chief Innovation Officer (2015)
x Riverside, CA
Ì Public Utilities Assistant General Manager – Operational Technology (2016)
Ì Public Utilities General Manager (2018)
x Riverside County, CA
Ì Chief Information Officer (2015)
x San Carlos, CA
Ì Information Technology Manager (2015)
x San Francisco, CA
Ì Director of the Department of Technology/Chief Information Officer (2017)
Ì Chief Information Security Officer (2015)
x San Francisco International Airport, CA
Ì Chief Information Security Officer (2015 & Current Search)
Ì Enterprise Architect (2015)
x Santa Monica, CA
Ì Chief Information Officer (2016)
x Sunnyvale, CA
Ì Director of Information Technology (2016)
x Tucson, AZ
Ì Director of Information Technology/CIO (2019)
x Turlock Irrigation District
Ì Information Technology Services Department Manager (2015)
x Washoe County, NV
Ì Chief Information Officer (2015)
Approach to Executive Search
The successful search process relies heavily on person-to-person contact to identify outstanding
potential candidates and, in the evaluation phase, to gain a complete understanding of the
background, experience, and management style of the top candidates. The executive recruitment
techniques used by Ralph Andersen & Associates have been developed and used successfully with
hundreds of clients for more than 48 years.
We feel that the key elements of the full search process, which can be tailored to fit the specific
needs of the City of Denton, should include:
x Developing a comprehensive position profile based upon information obtained in various
meetings with the Interim General Manager, Director of Human Resources, or other
designated staff as appropriate.
Exhibit A
x Reviewing current compensation and recommending changes based upon market and
competitive conditions.
x Extensive personal outreach to highly qualified candidates on a national scale.
x A marketing strategy that uses selected advertising to supplement the extensive candidate
identification process, the Internet, and professional contacts throughout an expanded region.
x A screening process that narrows the field of candidates to those that most closely match the
needs of the City of Denton and is based on screening interviews with the top candidates.
Candidates’ education, experience, and credentials are matched to the criteria established in
the position profile.
x Candidates (if deemed qualified and viable by the Recruiter) would be screened via video
technology.
x Delivering a product in the form of a search report that recommends a top group of
candidates and provides the decision-makers with detailed information about their
backgrounds and experience.
x Assistance during the interview and selection process and in the negotiation of a
compensation package.
Ralph Andersen & Associates has an outstanding reputation for being thorough and professional in
the approach it takes in recruitments. Each candidate’s match with the position is based on the
individual’s own set of professional experiences, management style, education and credentials, and
overall fit with the organization and executive leadership.
Work Plan
We approach every search with a sense of excitement and urgency and we always “hit the ground
running.” That means that when the City gives us notice to proceed, we kickoff the process
immediately – working closely with the Human Resources Director and others as requested, to
identify the key characteristics and professional experience desired in the candidate pool. We believe
strongly in providing timely client communications and, while we will deliver regular status reports
at each stage of the search, our consultants pride themselves in being highly accessible and
responsive to all client requests and inquiries.
Mr. Greg Nelson, Vice President with Ralph Andersen & Associates, will be the Project Director on
this search.
Given the uncertainty regarding in-person meetings and travel due to the COVID-19
pandemic, all meetings will be conducted via videoconference during the recruitment.
Task 1 – Review Project Management Approach
Mr. Greg Nelson, Project Director, will meet with the Human Resources and appropriate City staff to
discuss the project management for the search. The discussion will include a review of the work plan,
confirmation of timing, and communication methods.
Task 2 – Develop Position Profile
The position profile for the Chief Technology Officer is the guide for the entire search process. The
development of the profile includes the collection of technical information and recruitment criteria.
Exhibit A
Technical Information
Mr. Nelson has met with the Human Resources Director and other key City staff to gain an
understanding of the experience and professional background requirements desired in the
Chief Technology Officer. These discussions will also help the search consultant gain an
understanding of the work environment and the opportunities and challenges facing the City.
Recruitment Criteria
The recruitment criteria are those personal and professional characteristics and experiences
desired in the Chief Technology Officer. The criteria should reflect the goals and priorities of
the City. The Project Director has met with the Human Resources Director and other City
staff to facilitate the identification and articulation of that criteria.
Subsequent to the development and adoption of the candidate profile, the technical
information and recruitment criteria will be documented in an information brochure prepared
by the search consultant. The brochure will be reviewed by the Human Resources staff in
draft format, revised as appropriate, and published for use throughout the search.
Task 3 – Outreach and Recruiting
This task is among the most important of the entire search. It is the focus of the activities of the
search consultant and includes specific outreach and recruiting activities briefly described below.
Outreach
An outreach process including personal contact with potential candidates will be
developed. An accelerated outreach and advertising campaign will be developed. It will
include the placement of ads in industry and professional. Specific Internet sites related to
government will be used as a method of extending the specific outreach in a short period of
time.
Additionally, the advertisement and the full text of the position profile (the recruitment
brochure) will be placed on Ralph Andersen & Associates’ website, which is accessed by a
large number of qualified candidates. This method of outreach to potential applicants
provides a confidential source that is monitored by many key level executives on an on-going
basis.
Candidate Identification
Ralph Andersen & Associates will use their extensive contacts to focus the recruiting effort.
In making these contacts, the search consultant will target those individuals who meet the
criteria established. Each of the candidates identified through the recruiting efforts will be
sent an information brochure. Candidates will also be contacted directly to discuss the
position and to solicit their interest in being considered.
Both the outreach and recruiting activities will result in applications and resumes from
interested candidates. As they are received, resumes will be acknowledged and candidates
will be advised of the general timing of the search process. The following tasks involve the
actual selection process, once all resumes have been received.
Task 4 – Candidate Evaluation
This task will be conducted following the application closing date. It includes the following specific
activities:
Exhibit A
Screening
All of the applications will be carefully reviewed. Those that meet the recruitment criteria
and minimum qualifications will be identified and subject to a more detailed evaluation. This
evaluation will include consideration of such factors as professional experience, and size and
complexity of the candidate’s current organization as compared to the candidate profile.
Preliminary Research and Internet Review
The research staff of Ralph Andersen & Associates, under the direction of the Project
Director, will conduct preliminary research and internet review for those candidates
identified as the most qualified as a result of the screening process. This level of research will
be done on a limited number of candidates to learn more about each candidate’s public
profile and related information that is available on the internet.
Preliminary Interviews
The Project Director will conduct preliminary interviews with the top group of candidates
identified through the screening and preliminary research review processes. The interviews
are extensive and designed to gain additional information about the candidates’ experience,
management style, and “fit” with the recruitment criteria. Interviews will be done using video
technology or via telephone. No consultant travel for preliminary in-person interviews has
been included in this proposal.
The screening portion of the candidate evaluation process typically reduces a field of
applicants to approximately five (5) to six (6) individuals. Those individuals will be reviewed
with the Human Resources Director prior to proceeding with the individual interviews.
Task 5 – Search Report
After completing Task 4, the search consultant will meet with the Human Resources Director and
other key staff to review the search report on the top candidates. The report divides all of the
candidates into four groups including 1) the top group of candidates recommended to be interviewed;
and 2) a backup group to the first group. The search report will include candidate resumes. The
results of the preliminary research and interviews will be provided in writing to the City. This
meeting will result in a confirmed group of top candidates for the Interim General Manager to further
consider.
Task 6 – Selection
The final selection process and the timing of the final selection will vary depending upon the desires
of the Interim General Manager. The typical services provided by Ralph Andersen & Associates in
the selection process are described briefly below. Mr. Nelson will coordinate the selection process
for the finalist group of candidates. This includes handling the logistical matters with candidates and
with the City.
Mr. Nelson will prepare an interview booklet that includes the resumes and candidate report (with
interview comments, preliminary research, and other relevant information about the candidates). In
addition, the booklet will contain suggested questions and areas for discussion based upon the
recruitment criteria. Copies of the interview booklet will be provided in advance of the candidate
interviews.
The Project Director, Mr. Nelson, will attend the interviews to assist the City through the selection
process. This assistance will include an initial orientation, candidate introductions, and facilitation of
discussion of candidates after all interviews have been completed.
Exhibit A
Additionally, verifications will be made on the top candidate and will include credit checks, criminal
and civil litigation search, Department of Motor Vehicles check, a search of Sex Offender Registries,
an exhaustive internet/social media search, a news article search, education verifications, and
employment verifications. The results of these verifications will be discussed with the Interim
General Manager at the appropriate time.
Reference checks will be conducted on the top candidate. The results of these reference checks will
be discussed with the Human Resources Director at the appropriate time.
Mr. Nelson is available to provide assistance to the City in the final selection as may be desired. This
assistance may include providing or obtaining any additional information desired to assist in making
the final selection decision.
Task 7 – Negotiation
Mr. Nelson is available to assist the City in negotiating an employment agreement with the selected
candidate. This may include recommendations on setting compensation levels.
Task 8 – Close Out
After the City has reached agreement with the individual selected for the position, the search
consultant will close out the search. These activities will include advising all of the finalist
candidates of the status of the search by telephone.
Project Staffing
Only senior members of Ralph Andersen & Associates are assigned to lead search assignments,
ensuring that their broad experience and knowledge of the industry is brought to bear on our clients’
behalf. The City of Denton will have Mr. Greg Nelson as Project Director.
Mr. Greg Nelson, Project Director
Mr. Nelson is a Vice President with Ralph Andersen & Associates, following
a career of over 20 years in the public sector, working primarily for a
Midwestern city where he was known for his progressive and principled
leadership. Under his tenure, the city increased employee engagement, citizen
satisfaction (amongst the highest in a national survey), and made drastic
improvements in the labor-management climate. He created public-private
partnerships that allowed for superior levels of service during budget
shortfalls, while enhancing relationships with stakeholders in the community.
Mr. Nelson’s portfolio of executive recruitments is diverse, having recruited a variety of positions for
cities, counties, and enterprise operations.
Mr. Nelson holds a Master’s degree in Public Administration from the University of Illinois-
Springfield with a graduate certificate in Public Sector Labor Relations. He is a Cooperating Member
of the Texas City Management Association.
Exhibit A
Paraprofessional and Support Staff
Other paraprofessional, graphics, and support staff will provide administrative support to the Search
Team on recruitment assignments. These may include Ms. Diana Haussmann, Ms. Christen Sanchez,
Ms. Hannah Jones, Mr. Craig Elliott, Ms. Karen AllGood, Ms. Tina Keller, and Ms. Teresa Heple.
Project Timing
Ralph Andersen & Associates will complete the search within 90 days (or less) from the execution of
the agreement to the presentation of candidates. Negotiation with the top candidate will take an
additional week or two after finalist interviews. We are prepared to begin this search within 10 days
of verbal notification to proceed or a mutually agreed upon timeframe.
Project Cost
The typical fee for professional services and expenses to conduct a national search for a Chief
Technology Officer is the fixed fee of $26,500*. This is an all-inclusive fee and includes
expenses, with the exception of all associated travel expenses for candidates’ on-site interviews.
*Expenses in the fixed fee include such items as advertising, clerical, graphics, research, printing
and binding, postage and delivery, verifications and Internet and Lexis/Nexis searches on the top
two (2) candidates, and long-distance telephone charges. On-site meetings, if feasible and
needed, will be billed as a supplemental cost to the contract for professional services ($1,750 per
day) and travel expenses incurred. Also, this pricing structure includes one full background and
reference checks on the top candidate. Should the City elect to request full background and
references on additional candidates in the top group, the cost will be an additional $750 to $1,000 per
candidate depending upon complexity.
Brochure – A full color informational brochure will be developed for the City of Denton. All
pictures will be the responsibility of the City of Denton.
Exhibit A
Invoicing – Ralph Andersen & Associates will bill the City of Denton in four installments as
follows:
x Following kick-off and finalization of recruitment brochure – $7,950
x After the closing date – $7,950
x After finalist interviews – $7,950
x Upon placement – $2,650
Progress payments will be due upon receipt.
Exceptions – The City of Denton will be responsible for all candidate expenses related to on-site
interviews.
Standard Hourly Rates
Ralph Andersen & Associates’ standard hourly billing rates are as follows:
x Project Director $175/hr.
x Recruitment Coordinator $80/hr.
x Graphics Designer $75/hr.
x Researcher $60/hr.
x Support Services $50/hr.
Ralph Andersen & Associates’ Guarantee
Ralph Andersen & Associates offers the industry-standard guarantee on our search services. If within
a one-year period after appointment the Chief Technology Officer resigns or is dismissed for cause,
we will conduct another search free of all charges for professional services. The City of Denton
would be responsible for reimbursement of all expenses.
If a placement is not made in the first outreach effort, the Consultant will conduct a second outreach
effort with no charge for Professional Services. The City would be expected to pay for all incurred
expenses.
Should you need any additional information, please feel free to call Mr. Nelson at (916) 630-4900.
Respectfully Submitted,
Ralph Andersen & Associates
Exhibit A
CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ
For vendor or other person doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session.
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as
defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a).
By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the
date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a
misdemeanor.
1 Name of vendor who has a business relationship with local governmental entity.
2
Check this box if you are filing an update to a previously filed questionnaire.
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day
after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.)
3 Name of local government officer about whom the information in this section is being disclosed.
Name of Officer
This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship
as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary.
A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor?
Yes No
B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer
named in this section AND the taxable income is not received from the local governmental entity?
Yes No
C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an
officer or director, or holds an ownership of one percent or more?
Yes No
D. Describe each employment or business and family relationship with the local government officer named in this section.
4
I have no Conflict of Interest to disclose.
5
Signature of vendor doing business with the governmental entity Date
Certificate Of Completion
Envelope Id: 7FBDAEEB95D04E81BE5C9960A30DAB37 Status: Completed
Subject: Docusign: 7466 PSA Ralph Andersen Chief Tech Officer Recruitment
Source Envelope:
Document Pages: 29 Signatures: 4 Envelope Originator:
Certificate Pages: 5 Initials: 0 Erica Garcia
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901B Texas Street
Denton, TX 76209
erica.garcia@cityofdenton.com
IP Address: 198.49.140.104
Record Tracking
Status: Original
9/4/2020 8:00:25 AM
Holder: Erica Garcia
erica.garcia@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Erica Garcia
erica.garcia@cityofdenton.com
Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.104
Sent: 9/4/2020 8:03:02 AM
Viewed: 9/4/2020 8:03:12 AM
Signed: 9/4/2020 8:04:12 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Heather Renschler
heather@ralphandersen.com
President/CEO
Ralph Andersen & Associates
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 99.45.21.25
Sent: 9/4/2020 8:04:14 AM
Viewed: 9/4/2020 10:44:29 AM
Signed: 9/4/2020 10:45:02 AM
Electronic Record and Signature Disclosure:
Accepted: 9/4/2020 10:44:29 AM
ID: 1e042304-c784-4334-bf62-a4c3703e800d
Tiffany Thomson
Tiffany.Thomson@cityofdenton.com
Director of Human Resources
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 9/4/2020 10:45:06 AM
Viewed: 9/4/2020 12:50:33 PM
Signed: 9/4/2020 12:50:57 PM
Electronic Record and Signature Disclosure:
Accepted: 9/4/2020 12:50:33 PM
ID: 67698221-755b-401e-9c73-58294cd89b8f
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Contract Administrator
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.104
Sent: 9/4/2020 12:51:00 PM
Viewed: 9/4/2020 2:13:52 PM
Signed: 9/4/2020 2:14:00 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
ygent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Caryon Copy Events Status Timestamp
Ebony Stringer
ebony.stringer@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Sent: 9/4/2020 2:14:04 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Contract Administrator
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 9/4/2020 2:14:05 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
yitness Events Signature Timestamp
yotary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 9/4/2020 2:14:05 PM
Certified Delivered Security Checked 9/4/2020 2:14:05 PM
Signing Complete Security Checked 9/4/2020 2:14:05 PM
Completed Security Checked 9/4/2020 2:14:05 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Denton (we, us or Company) may be required by law to provide to
you certain written notices or disclosures. Described below are the terms and conditions for
providing to you such notices and disclosures electronically through your DocuSign, Inc.
(DocuSign) Express user account. Please read the information below carefully and thoroughly,
and if you can access this information electronically to your satisfaction and agree to these terms
and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of
this document.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available
electronically to you by us. For such copies, as long as you are an authorized user of the
DocuSign system you will have the ability to download and print any documents we send to you
through your DocuSign user account for a limited period of time (usually 30 days) after such
documents are first sent to you. After such time, if you wish for us to send you paper copies of
any such documents from our office to you, you will be charged a $0.00 per-page fee. You may
request delivery of such paper copies from us by following the procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
only in paper format. How you must inform us of your decision to receive future notices and
disclosure in paper format and withdraw your consent to receive notices and disclosures
electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
paper notices or disclosures. To indicate to us that you are changing your mind, you must
withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your
DocuSign account. This will indicate to us that you have withdrawn your consent to receive
required notices and disclosures electronically from us and you will no longer be able to use your
DocuSign Express user account to receive required notices and consents electronically from us
or to sign electronically documents from us.
All notices and disclosures will be sent to you electronically
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through your DocuSign user account all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or
made available to you during the course of our relationship with you. To reduce the chance of
you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
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How to contact City of Denton:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to: purchasing@cityofdenton.com
To advise City of Denton of your new e-mail address
To let us know of a change in your e-mail address where we should send notices and disclosures
electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com
and in the body of such request you must state: your previous e-mail address, your new e-mail
address. We do not require any other information from you to change your email address..
In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected
in your DocuSign account by following the process for changing e-mail in DocuSign.
To request paper copies from City of Denton
To request delivery from us of paper copies of the notices and disclosures previously provided
by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in
the body of such request you must state your e-mail address, full name, US Postal address, and
telephone number. We will bill you for any fees at that time, if any.
To withdraw your consent with City of Denton
To inform us that you no longer want to receive future notices and disclosures in electronic
format you may:
i. decline to sign a document from within your DocuSign account, and on the subsequent
page, select the check-box indicating you wish to withdraw your consent, or you may;
ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you
must state your e-mail, full name, IS Postal Address, telephone number, and account
number. We do not need any other information from you to withdraw consent.. The
consequences of your withdrawing consent for online documents will be that transactions
may take a longer time to process..
Required hardware and software
Operating Systems: Windows2000? or WindowsXP?
Browsers (for SENDERS): Internet Explorer 6.0? or above
Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0,
NetScape 7.2 (or above)
Email: Access to a valid email account
Screen Resolution: 800 x 600 minimum
Enabled Security Settings:
•Allow per session cookies
•Users accessing the internet behind a Proxy
Server must enable HTTP 1.1 settings via
proxy connection
** These minimum requirements are subject to change. If these requirements change, we will
provide you with an email message at the email address we have on file for you at that time
providing you with the revised hardware and software requirements, at which time you will
have the right to withdraw your consent.
Acknowledging your access and consent to receive materials electronically
To confirm to us that you can access this information electronically, which will be similar to
other electronic notices and disclosures that we will provide to you, please verify that you
were able to read this electronic disclosure and that you also were able to print on paper or
electronically save this page for your future reference and access or that you were able to
e-mail this disclosure and consent to an address where you will be able to print on paper or
save it for your future reference and access. Further, if you consent to receiving notices and
disclosures exclusively in electronic format on the terms and conditions described above,
please let us know by clicking the 'I agree' button below.
By checking the 'I Agree' box, I confirm that:
• I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF
ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and
• I can print on paper the disclosure or save or send the disclosure to a place where I can
print it, for future reference and access; and
• Until or unless I notify City of Denton as described above, I consent to receive from
exclusively through electronic means all notices, disclosures, authorizations,
acknowledgements, and other documents that are required to be provided or made
available to me by City of Denton during the course of my relationship with you.