Loading...
HomeMy WebLinkAbout9150 - Contract Executed DocuSign Transmittal Coversheet File Name Purchasing Contact Docusign Envelope ID: BFE83D96-FB26-854D-82E8-93AA9D752D0E 9150 - Director of HR Recruitment Christina Dormady City of Denton, Texas Contract 9150 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 1 of 14 PROFESSIONAL SERVICES AGREEMENT FOR CONSULTING SERVICES FILE 9150 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 CPS HR Consulting, with its corporate office at 2450 Del Paso Road, STE 220, Sacramento, CA 95834, 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, Director of HR Recruitment, 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: Docusign Envelope ID: BFE83D96-FB26-854D-82E8-93AA9D752D0E 9/25/2026 City of Denton, Texas Contract 9150 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 2 of 14 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. 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. 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. Docusign Envelope ID: BFE83D96-FB26-854D-82E8-93AA9D752D0E City of Denton, Texas Contract 9150 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 3 of 14 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. 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 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 $32,000. 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 Docusign Envelope ID: BFE83D96-FB26-854D-82E8-93AA9D752D0E City of Denton, Texas Contract 9150 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 4 of 14 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 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 or via email to AccountsPayable@cityofdenton.com. 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 Docusign Envelope ID: BFE83D96-FB26-854D-82E8-93AA9D752D0E City of Denton, Texas Contract 9150 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 5 of 14 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 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. Docusign Envelope ID: BFE83D96-FB26-854D-82E8-93AA9D752D0E City of Denton, Texas Contract 9150 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 6 of 14 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 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: CPS HR Consulting City of Denton Melissa Asher Purchasing Manager –File 9150 Docusign Envelope ID: BFE83D96-FB26-854D-82E8-93AA9D752D0E City of Denton, Texas Contract 9150 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 7 of 14 2450 Del Paso Rd, Ste 220 901B Texas Street Sacramento, CA 95834 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 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 Docusign Envelope ID: BFE83D96-FB26-854D-82E8-93AA9D752D0E City of Denton, Texas Contract 9150 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 8 of 14 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 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, Compensation Rate Sheet, and Project Schedule Exhibit B – Consultant’s Insurance Requirements Exhibit C – Conflict of Interest Questionnaire 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 Docusign Envelope ID: BFE83D96-FB26-854D-82E8-93AA9D752D0E City of Denton, Texas Contract 9150 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 9 of 14 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 Abby Ackers and Travis Fox. 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. 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 Docusign Envelope ID: BFE83D96-FB26-854D-82E8-93AA9D752D0E City of Denton, Texas Contract 9150 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 10 of 14 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 Contractor acknowledges that in accordance with Chapter 2271 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, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor: (1) does not boycott Israel; and (2) will 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 Sections 2252 and 2270 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, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor, pursuant to Chapters 2252 and 2270, 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. ARTICLE XXVI PROHIBITION ON CONTRACTS WITH COMPANIES BOYCOTTING CERTAIN ENERGY COMPANIES Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains written verification from the company that it (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms “boycott energy company” and “company” shall have the meanings ascribed to those terms in Section 809.001 of the Texas Government Code. By signing this agreement, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the Docusign Envelope ID: BFE83D96-FB26-854D-82E8-93AA9D752D0E City of Denton, Texas Contract 9150 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 11 of 14 term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. ARTICLE XXVII PROHIBITION ON CONTRACTS WITH COMPANIES BOYCOTTING CERTAIN FIREARM ENTITIES AND FIREARM TRADE ASSOCIATIONS Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains written verification from the company that it (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms “discriminate against a firearm entity or firearm trade association,” “firearm entity” and “firearm trade association” shall have the meanings ascribed to those terms in Chapter 2274 of the Texas Government Code. By signing this agreement, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. Failure to meet or maintain the requirements under this provision will be considered a material breach. ARTICLE XXVIII TERMINATION RIGHT FOR CONTRACTS WITH COMPANIES DOING BUSINESS WITH CERTAIN FOREIGN-OWNED COMPANIES The City of Denton may terminate this Contract immediately without any further liability if the City of Denton determines, in its sole judgment, that this Contract meets the requirements under Chapter 2274, and Contractor is, or will be in the future, (i) owned by or the majority of stock or other ownership interest of the company is held or controlled by individuals who are citizens of China, Iran, North Korea, Russia, or other designated country (ii) directly controlled by the Government of China, Iran, North Korea, Russia, or other designated country, or (iii) is headquartered in China, Iran, North Korea, Russia, or other designated country. ARTICLE XXIX 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 23-1165 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 Consultant shall complete and submit the City’s Conflict of Interest Questionnaire. Docusign Envelope ID: BFE83D96-FB26-854D-82E8-93AA9D752D0E City of Denton, Texas Contract 9150 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 12 of 14 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. 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______________________. BY: CONSULTANT CPS HR Consulting Authorized Agent, Title Full Name: ________________________ BY: CITY OF DENTON, TEXAS BUYER APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: ______________________________ THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _______________ ________________ SIGNATURE PRINTED NAME __________________________________ TITLE __________________________________ DEPARTMENT Docusign Envelope ID: BFE83D96-FB26-854D-82E8-93AA9D752D0E Client Services Chief Melissa Asher Frank Dixon Assistant City Manager City Managers Office 9/25/2026 Executive Recruitment Services for Human Resources Director PROPOSAL City of Denton Melissa Asher Chief of Client Services August 21, 2026 Exhibit A Docusign Envelope ID: BFE83D96-FB26-854D-82E8-93AA9D752D0E   2450 Del Paso Road, Suite 220 Sacramento, CA 95834 www.cpshr.us Tax ID: 68-0067209 Table of Contents Recruitment Experts ............................................................................... 1 Our Approach ........................................................................................ 4 Key Stakeholder Involvement ................................................................. 4 The City’s Needs ....................................................................................... 4 Commitment to Communication .......................................................... 4 Aggressive, Proactive, and Robust Recruitment .................................. 4 Methodology and Scope of Work ......................................................... 5 Phase I - Develop Candidate Profile and Recruitment Strategy ............ 6 Phase II - Aggressive, Proactive, and Robust Recruitment....................... 7 Phase III - Selection ........................................................................................ 8 Timeline .................................................................................................. 10 Our Executive Recruiting Team .......................................................... 11 Team Biographies .................................................................................. 11 References ............................................................................................ 12 Professional Fees and Guarantee ..................................................... 13 Professional Services .............................................................................. 13 Optional Candidate Travel Expense ......................................................... 13 One-Year Service Guarantee .............................................................. 13 Appendix A: Sample Brochure .......................................................... 15 Docusign Envelope ID: BFE83D96-FB26-854D-82E8-93AA9D752D0E   2450 Del Paso Road, Suite 220 Sacramento, CA 95834 www.cpshr.us Tax ID: 68-0067209 August 21, 2026 Cassey Ogden Interim City Manager City of Denton 215 E. McKinney Street Denton, TX 76201 Submitted via email to: Cassey.Ogden@cityofdenton.com and Frank.Dixon@cityofdenton.com Subject: Executive Recruitment Services for Human Resources Director CPS HR Consulting (CPS HR) is pleased to have the opportunity to submit a proposal to assist the City of Denton (City) with the recruitment of a new Human Resources Director. We are uniquely qualified to undertake this effort. We have 40 years of experience providing human resources services to state and local government agencies and non-profit organizations, and over 20 years of experience placing top executives in public agencies throughout the United States. CPS HR offers a broad spectrum of human resource services while delivering personalized, results-oriented services, utilizing best practice methods of recruitment and selection strategies from our team of recruitment experts. We have vast experience in assisting public agencies with executive search, screening, and placement, which allows us to tailor our process to specifically meet your needs. Our extensive work with local government agencies throughout the United States gives us an in-depth understanding of government operations, organizational structure, and services provided to the community. Each recruitment is an opportunity to shape and prepare your organization for the future. We understand how important this transition is for you and are committed to working in close partnership with your team to achieve a successful recruitment outcome and placement. Thank you for the opportunity to be considered for this assignment. Should you have questions or comments about the information presented in this proposal, please do not hesitate to contact me at (916) 471-3358 or via email at masher@cpshr.us. Sincerely, Melissa Asher Chief of Client Services Docusign Envelope ID: BFE83D96-FB26-854D-82E8-93AA9D752D0E Proposal to City of Denton Executive Recruitment Services for Human Resources Director  Page | 1 Recruitment Experts CPS HR specializes in the recruitment and selection of key professionals for cities, counties, special districts, and non-profits. Working in partnership with the governing body or selection team, we develop customized search strategies that focus on locating and recruiting qualified candidates who match the agency’s unique needs. Our wealth of recruitment experience has been gained through more than 20 years of placing top and mid-level executives in public agencies throughout the United States.  Unmatched Recruitment Experience for Government Agencies. CPS HR has extensive experience in recruiting executive-level professionals for public agencies across the United States. As a public agency ourselves, we understand how to work with and within government. Our understanding of public sector culture and policy uniquely sets us apart from our competitors.  Focus on Diversity Recruiting. In the past three years, 57% of the candidates placed by CPS HR were female, members of ethnic minorities or both. To continue this trend, CPS HR is constantly assessing the best methods for reaching the broadest network of possible candidates. To that end, we have just signed a contract with Zoom Info, a new sourcing platform, that includes a diversity sourcing filter.  Seasoned Executive Recruiters. Our recruiters possess a high level of expertise in recruiting and placing executive-level professionals. Our staff of experts includes an exceptional group of full-time employees as well as a full complement of subject matter experts, intermittent employees, and part-time employees with a variety of public and private sector experience.  Detailed Needs Assessments. We conduct a detailed needs assessment to identify 1) future organizational direction; 2) challenges facing the position; 3) the working style and organizational climate; and 4) required core and job specific competencies as well as personal and professional characteristics.  Success Recruiting Non-Job Seeking Talent. We recognize that the very best candidates for some types of positions may not be looking for a career change, therefore, our recruitment team takes a very aggressive approach to identify and recruit such candidates.  Vast Pool of Public Agency Contacts. CPS HR maintains a database of candidates and an extensive network of external resources to leverage for executive-level positions. We utilize our vast pool of public and non-profit contacts to deliver a strong list of competitive candidates who will be well prepared to assist you in the accomplishment of your specific mission and goals.  Satisfied Clients. Our executive search client satisfaction rating averages 4.6 on a scale of 5. While many companies talk about client satisfaction, how many measure the impact Docusign Envelope ID: BFE83D96-FB26-854D-82E8-93AA9D752D0E Proposal to City of Denton Executive Recruitment Services for Human Resources Director  Page | 2 of that through assessing client satisfaction by distributing written surveys and tying the results of these surveys to their performance management system? CPS HR Consulting does. A client satisfaction survey is sent at the end of every engagement requesting feedback on the quality of our staff, deliverables, and the overall consulting relationship.  Retention/Success Rate. Our success rate is tied to the longevity of the candidates we place, currently more than 95% of our placements are still in their position after two years.  Partial list of recruitments. Below is a list of recent executive recruitments to showcase our experience in leading searches of similar scope. Agency Title Year Completed County of Travis, TX Chief Human Resources Officer Current City of Bellaire, TX Director of Human Resources 2026 City of South Pasadena, CA Human Resources Director 2026 City of Sacramento Public Library, CA Chief Human Resources Officer 2026 City of Banning, CA Human Resources Director 2025 County of Contra Costa, CA Human Resources Manager 2025 City of Phoenix, AZ Labor Relations-Deputy HR Director 2025 Brownsville Public Utilities Board, TX Director of Human Resources 2025 City of Surprise, CA Human Resources Director 2025 City of Carlsbad, CA Human Resources Director 2025 San Joaquin Valley Air Pollution Control District, CA Director of Human Resources 2025 San Diego Association of Governments, CA Manager of Human Resources 2025 CA State Assembly Rules Committee Deputy HR Director 2025 City of San Rafael, CA Risk Manager 2024 City of Tucson, AZ Human Resources Director 2024 Mountain View Fire Protection District, CO Human Resources Director 2024 Colorado Department of Revenue Human Resources Director 2024 City of Burleson, TX Director of Human Resources 2024 County of Johnson, KS Human Resources Director 2024 City of South Gate, CA Risk Manager 2023 County of Sacramento, CA Risk Manager 2023 City of San Jose, CA Deputy Director of Purchasing & Risk Management 2023 Docusign Envelope ID: BFE83D96-FB26-854D-82E8-93AA9D752D0E Proposal to City of Denton Executive Recruitment Services for Human Resources Director  Page | 3 Agency Title Year Completed County of Galveston, TX Human Resources Director 2023 County of Trinity, CA Human Resources Director 2023 County of Ventura, CA Director of Human Resources 2023 County of Jackson, OR Human Resources Director 2023 Los Angeles County Sanitation Districts, CA Assistant Human Resources Director 2023 Napa Sanitation District, CA Human Resources Manager 2023 Santa Clara Valley Water District, CA Assistant Human Resources Officer 2023 Santa Clara Valley Water District, CA Total Rewards & Data Analytics HR Manager 2023 Los Angeles County Sanitation District, CA Assistant Human Resources Director 2023 City of Fort Worth, TX Talent Acquisition Manager 2023 Travis County, TX Human Resources Manager 2023 Santa Clara Valley Water District, CA Assistant Human Resources Officer 2023 County of San Bernardino, CA Deputy Director of Human Resources 2023 City of South Gate, CA Director of Human Resources 2023 Cal Poly Humboldt, CA Vice Chancellor, Human Resources 2023 City of Grants Pass, OR Human Resources Director 2023 City of Tucson, AZ Human Resources Director 2023 City of Washougal, WA Human Resources & Risk Management Director 2023 Las Vegas Valley Water District. NV Director of Risk Management 2022 County of Travis, TX Risk Safety Specialist 2022 City of Oklahoma City, OK Total Rewards Manager 2022 City of Littleton, CO Human Resources Director 2022 Contra Costa County, CA Human Resources Supervisor 2022 City of Fort Worth, TX Assistant Director of Human Resources 2022 Yuba Water Agency, CA Human Resources Manager 2022 City of Aurora, CO Diversity, Equity & Inclusion Officer 2022 Montgomery County, MD Chief of Talent Acquisition 2022 The Woodlands Township, TX Director of Human Resources 2022 City of Lathrop, CA Human Resources Director 2022 Docusign Envelope ID: BFE83D96-FB26-854D-82E8-93AA9D752D0E Proposal to City of Denton Executive Recruitment Services for Human Resources Director  Page | 4 Our Approach Key Stakeholder Involvement The Interim City Manager on behalf of City of Denton must be intimately involved in the search for a new Human Resources Director. Our approach assumes their direct participation in key phases of the search process. At the discretion of the Interim City Manager, other key stakeholders may also be invited to provide input for the development of the ideal candidate profile. The City’s Needs A critical first step in a successful executive search is for the Interim City Manager to define the professional and personal qualities required of the Human Resources Director. CPS HR has developed a very effective process that will permit the Interim City Manager to clarify the preferred future direction for the City; the specific challenges the City is likely to face in achieving this future direction; the working style and organizational climate the Interim City Manager wishes to establish with the Human Resources Director; and ultimately, the qualities required of the Human Resources Director. Commitment to Communication Throughout the recruitment process, we are strongly committed to keeping you fully informed of our progress. We will collaborate with you to provide updates on the status of the recruitment via your preferred method of communication (phone conference, email, etc.). We place the highest level of importance on customer service and responding in a timely manner to all client and candidate inquiries. Our previous clients and candidates have expressed a sincere appreciation for our level of service and responsiveness to the management of the recruitment process. As a result, we have many long-term relationships with clients that have led to opportunities to assist them with multiple recruitments. CPS HR’s communication continues once you have selected a candidate and will contact the Interim City Manager and the newly appointed Human Resources Director within six months of appointment to ensure an effective transition has occurred. Aggressive, Proactive, and Robust Recruitment We take an intentional and strategic approach in identifying and sourcing high caliber candidates. There are those candidates who would gladly rise to the professional challenge and apply for this position; however, some of the best candidates are often not actively seeking a new position and may only consider a change once we present them with your opportunity. Evoking the sense of Docusign Envelope ID: BFE83D96-FB26-854D-82E8-93AA9D752D0E Proposal to City of Denton Executive Recruitment Services for Human Resources Director  Page | 5 vision and opportunity in qualified persons is among the responsibilities of CPS HR, and we pride ourselves in our efforts to reach the best available potential candidates. We use advertisements, directly email the outreach brochure, post messages and connect with potential candidates on business media such as LinkedIn, and of course, pick up the phone and call qualified individuals and referral sources. Methodology and Scope of Work Our proposed executive search process is designed to provide the City with the full range of services required to ensure the ultimate selection of a new Human Resources Director is uniquely suited to the City's needs. CPS HR can perform Outreach Only or Partial Recruitment services if a Full Recruitment is not needed by the City. Phase I: Our consultant will meet with the Interim City Manager to ascertain the City’s needs and ideal candidate attributes, to target our search efforts, and maximize candidate fit with the City. Phase II: The recruitment process is tailored to fit the City’s specific wants and needs, with targeted advertising, combined with contacts with qualified individuals from our extensive database. Phase III: The selection process is customized for the City. CPS HR will work with the Interim City Manager to determine the process best suited to City of Denton. Below is a breakdown of the services included in each recruitment option. Task Description Outreach Partial Full Phase I - Develop Candidate Profile and Recruitment Strategy 1 Finalize Schedule X X 2 Hold Key Stakeholder Meetings X X X 3 Develop Candidate Profile X X X 4 Develop Recruitment Brochure X X X Phase II – Aggressive, Proactive, and Robust Recruitment 1 Place Ads X X X 2 Identify and Contact Potential Candidates X X X 3 Review Application Materials X X Docusign Envelope ID: BFE83D96-FB26-854D-82E8-93AA9D752D0E Proposal to City of Denton Executive Recruitment Services for Human Resources Director  Page | 6 4 Conduct Screening Interviews X X 5 Submit Client Report X X 6 Client Meeting to Select Semifinalists X X 7 Notify Candidates X X Phase III – Selection 1 Prepare Assessment X 2 Schedule Candidates; Coordinate Travel X 3 Prepare Evaluation manuals X 4 Facilitate Finalist Selection Process X 5 Conduct Reference and Background Checks X 6 Assist in Negotiation (if requested) X Phase I - Develop Candidate Profile and Recruitment Strategy Task 1 - Review and Finalize Executive Search Process and Schedule Task 2 - Key Stakeholder Meetings Task 3 - Candidate Profile and Recruitment Strategy Development Task 4 - Develop Recruitment Brochure The first step in this engagement is a thorough review of the City’s needs, culture and goals; the executive search process; and the schedule. CPS HR is prepared to meet with key stakeholders to obtain input in developing the ideal candidate profile and to assist us in understanding key issues and challenges that will face a new Human Resources Director. Activities will include:  Identifying key priorities for the new Human Resources Director and the conditions and challenges likely to be encountered in achieving these priorities.  Describing the type of working relationship the Interim City Manager wishes to establish with the Human Resources Director.  Generating lists of specific competencies, experiences, and personal attributes needed by the new Human Resources Director in light of the discussions above.  Discussing recruitment and selection strategies for the Interim City Manager’s consideration to best produce the intended results. CPS HR will provide a summary to the City stemming from these activities as an additional source of information for developing the candidate profile and selection criteria. Following the completion of the workshop session, CPS HR will work with a professional graphic artist to design a recruitment brochure and present it to the City for review. Please refer to Docusign Envelope ID: BFE83D96-FB26-854D-82E8-93AA9D752D0E Proposal to City of Denton Executive Recruitment Services for Human Resources Director  Page | 7 Appendix A for a sample brochure. Additional brochure examples are available on our website at https://www.cpshr.us/executive-level-recruitment-job-listings/. Phase II - Aggressive, Proactive, and Robust Recruitment Task 1 - Place Advertisements Task 2 - Identify and Contact Potential Candidates Task 3 - Resume Review and Screening Interviews Task 4 - Interim City Manager Selects Semi-Finalists / Finalists The recruitment process is tailored to fit the City’s specific wants and needs, with targeted advertising, combined with personal contacts with qualified individuals from our extensive database. CPS HR will prepare, submit for your approval, and publish advertisements on professional and affiliate websites to attract candidates on a nationwide, regional, local or targeted basis based on the recruitment strategy. As a consulting firm that interacts with hundreds of public sector executives during engagements, we have a cadre of individuals who we inform of recruitments, both to increase the visibility of the opening and to attract appropriate individuals who fit the special needs of our client. Communication with these professionals ensures that an accurate picture of the requirements of the job is apparent and proliferated throughout their professional networks. CPS HR will prepare an email distribution list containing prospective candidates and referral sources. These individuals will receive a link to the Human Resources Director brochure along with a personal invitation to contact CPS HR should they have any questions about the position. CPS HR maintains a comprehensive, up-to-date database of industry leaders and experienced professionals; however, we do not rely solely upon our current database. We also conduct research to target individuals relevant to your specific needs and expectations to ensure that we are thorough in our efforts to market this position to the appropriate audience and to garner a diverse and quality pool of candidates. We will:  Convey a strong sense of the purpose and strategy of the City. For many talented individuals, understanding these aspects is one of the key motivators to compete in such an environment.  Provide guidance and resources to candidates regarding the area’s cost of living, mean and median housing prices, higher education opportunities, K-12 education information, and other aspects of interest to those who are considering relocating to the area. Docusign Envelope ID: BFE83D96-FB26-854D-82E8-93AA9D752D0E Proposal to City of Denton Executive Recruitment Services for Human Resources Director  Page | 8  Actively seek highly qualified candidates who may be attracted by the prospect of collaboration with other departments, providing exceptional leadership to the City or continuing to ensure the public confidence in the integrity of the City. CPS HR will directly receive and initially screen all resumes. This screening process is specifically designed to assess the personal and professional attributes the City is seeking and will include a thorough review of each candidate's resume, and if applicable, supplemental questionnaire responses and other supporting materials. CPS HR will personally speak to selected candidates during a preliminary screening interview and will spend extensive time ascertaining each candidate’s long-term career goals and reasons why the candidate is seeking this opportunity, as well as gaining a solid understanding of the candidate’s technical competence and management philosophy. We will gather data on any other unique aspects specific to this recruitment based upon the candidate profile, as well as conduct internet research on each candidate interviewed. CPS HR will prepare a written report that summarizes the results of the recruitment process and recommends candidates for further consideration by the Interim City Manager. Typically, the report will recommend five to eight highly qualified candidates and will include resumes and a profile on each interviewee's background. CPS HR will meet with the Interim City Manager to review this report and to assist them in selecting a group of finalists for further evaluation. Phase III - Selection Task 1 - Design Selection Process Task 2 - Administer Selection Process Task 3 - Final Preparation for Appointment Task 4 - Contract Negotiation (if requested) CPS HR will design a draft selection process based on information gathered in Phase I. We will meet with the City to review this process and discuss the City’s preferred approach in assessing the final candidates. The selection process will typically include an in-depth interview with each candidate but may also include other selection assessments such as an oral presentation, preparation of written materials, and/or problem-solving exercises. We will coordinate all aspects of the selection process for the City. This includes preparing appropriate materials such as interview questions, evaluation manuals, and other assessment exercises; facilitating the interviews; assisting the City with deliberation of the results; and contacting both successful and unsuccessful candidates. Following the completion of the selection process, CPS HR will be available to complete the following components:  Arrange Follow-up Interviews/Final Assessment Process: Should the City wish to arrange follow-up interviews and/or conduct a final assessment in order to make a selection, CPS HR will coordinate this effort. Docusign Envelope ID: BFE83D96-FB26-854D-82E8-93AA9D752D0E Proposal to City of Denton Executive Recruitment Services for Human Resources Director  Page | 9  Conduct In-Depth Reference Checks: The in-depth reference checks are a comprehensive 360-degree evaluation process whereby we speak with current and previous supervisors, peers, and direct reports. (It is our policy to not contact current supervisors until a job offer is made, contingent upon that reference being successfully completed, so as not to jeopardize the candidates’ current employment situation.) Candidates are requested to provide a minimum of five references. CPS HR is able to ascertain significant, detailed information from reference sources due to our commitment to each individual of confidentiality, which leads to a willingness to have an open and candid discussion and results in the best appointment for the City. A written (anonymous) summary of the reference checks is provided to the City.  Conduct Background Checks: Upon a conditional job offer, we will arrange for a background check of a candidate’s records on driving, criminal and civil court, credit history, education, published news, and other sensitive items. Should any negative or questionable content appear during these checks, CPS HR will have a thorough discussion with the finalist(s) and will present a full picture of the situation to the City for further review.  Contract Negotiation (if requested): Successful negotiations are critically important, and we are available to serve as your representative in this process. With our expertise, we can advise you regarding current approaches to various components of an employment package. We can represent your interests with regards to salary, benefits, employment agreements, housing, relocation, and other aspects, with the ultimate goal of securing your chosen candidate. Docusign Envelope ID: BFE83D96-FB26-854D-82E8-93AA9D752D0E Proposal to City of Denton Executive Recruitment Services for Human Resources Director  Page | 10 Timeline The project team CPS HR has selected is prepared to begin work upon receipt of a fully-executed contractual agreement. All search activities up to and including the selection of a new Human Resources Director for a Full Recruitment can be completed in 12 to 14 weeks. Partial Recruitments can be completed in 10 to 12 weeks and Outreach Only projects in 4 to 6 weeks. The precise schedule will depend on the placement of advertising in the appropriate professional and affiliate websites, and the ability to schedule, as quickly as possible, the initial meeting. A proposed schedule of major milestones is presented below. Docusign Envelope ID: BFE83D96-FB26-854D-82E8-93AA9D752D0E Proposal to City of Denton Executive Recruitment Services for Human Resources Director  Page | 11 Our Executive Recruiting Team CPS HR has assembled a strong project team with each member possessing extensive recruiting experience and a direct, in-depth understanding of local government. Ms. Abby Ackers and Mr. Travis Fox will serve as your dedicated project team throughout this recruitment process. Ms. Ackers and Mr. Fox will leverage the knowledge and experience of our entire recruitment team in order to provide you with the best possible recruitment experience. We are committed to providing each of our clients with the same level of service excellence, and we take great care not to take on more work than this commitment allows. We will not utilize subcontractors for these services. No staff member will be removed or replaced without the prior written concurrence of the City. Team Biographies Abby Ackers, Principal Executive Recruiter (Based in Texas) As a senior executive recruiter and talent acquisition consultant with over 15 years of professional management experience, Abby has a passion and a track record for connecting talented public service professionals with exciting and rewarding leadership opportunities. The majority of her executive search experience is dedicated to the public sector, placing steadfast government leaders in municipalities, counties, metro districts, and supporting agencies across the United States. In doing so, she firmly believes that recruiting and retaining top talent for public service positions positively contributes to the long-term success of the organization and the community it serves. With a background in sales and marketing, hospitality, and executive search, she's well-equipped with solid skills in project management, strategic planning, negotiation, communication, relationship building, and problem-solving. Most recently, in addition to being the Managing Member of her own talent acquisition consulting business, she was the Vice President of Executive Search at her previous organization, responsible for overseeing the recruiting team and completion of recruitment projects, ranging from City Managers and C-Suite positions to Department Directors, Assistant Directors, and Managers. She specializes in full-cycle recruitments and works with her clients through the recruiting process to develop creative, client-specific strategies, processes, and best practices for talent acquisition and retention, including ways to reduce instinctual biases and overcome recruiting challenges in an ever- changing employee-employer market. She appreciates working with diverse and dynamic teams and candidates who share the same vision and values of serving the public interest and improving organizational performance. Travis Fox, Executive Recruiter Travis is an accomplished leader with over 20 years of management experience building and guiding high-performing teams to successfully deliver complex projects and strategic initiatives. Expertise in organizational performance, project management, process improvement, customer experience, and stakeholder engagement. Passionate about helping organizations and leaders optimize performance and achieve their goals. Docusign Envelope ID: BFE83D96-FB26-854D-82E8-93AA9D752D0E Proposal to City of Denton Executive Recruitment Services for Human Resources Director  Page | 12 References Provided below is a partial list of clients we have recently worked with in providing similar executive recruitment services. We are confident that these public-sector clients will tout our responsiveness and ability to successfully place candidates that were a good fit for their organization’s needs. Reference 1 Agency: Brownsville Public Utilities Board, TX Contact: Jose "Joe" Paredes, Talent Acquisition & Staffing Manager Phone/Email: (956) 983-6485; JEParedes@Brownsville-PUB.com Address: 1425 Robinhood St, Brownsville, TX 78521 Project: Full Recruitment for Director of Human Resources (2025) Reference 2 Agency: City of Burleson, TX Contact: Wanda Bullard, Assistant Director, Human Resources Phone/Email: (817) 426-9644 / wbullard@burlesontx.com Address: 141 W Renfro Street, Burleson, TX 76028 Project: Full Recruitment for Human Resources Director (2024) Reference 3 Agency: City of Fort Worth, TX Contact: Victor Escobedo, Human Resources Manager – Talent Acquisition Phone/Email: (817) 392-7778 / Victor.Escobedo@fortworthtexas.gov Address: 100 Fort Worth Trail, Fort Worth, TX 76102 Project: Full recruitment for Multiple Recruitments including Human Resources Assistant Director (2022) Reference 4 Agency: County of Travis, TX Contact: Susan Welbes, Administrative Services Division Director, Sr. Phone/Email: (512) 854-9417 ; Susan.Welbes@traviscountytx.gov Address: 700 Lavaca St., 7th Floor, Austin, TX 78701 Project: Multiple Recruitments from 2020 – Present, including a current Chief Human Resources Officer Docusign Envelope ID: BFE83D96-FB26-854D-82E8-93AA9D752D0E Proposal to City of Denton Executive Recruitment Services for Human Resources Director  Page | 13 Professional Fees and Guarantee Professional Services Our professional fixed fee covers all CPS HR services and deliverables associated with Phases I, II, and III of the recruitment process. Travel expenses for candidates who are invited forward in the interview process are not included in our flat fee price; however, an option to make those arrangements can be included in our agreement for an additional cost. Professional Fixed Fee Per Recruitment* Service Pricing Full Executive Recruitment $27,000 Flat Fee Candidate Travel Expenses (optional) Not to Exceed $5,000 *Professional fees for recruitment will be billed and paid at the completion of each phase. Optional Candidate Travel Expense Candidate travel expenses are not included in the flat professional fee. At the City’s request, CPS HR Consulting may coordinate and book travel for candidates advancing in the interview process. The agreement may include a not-to-exceed allowance of $5,000 for candidate travel expenses, which will be billed as pass-through costs based only on actual expenses incurred. Any unused portion of the $5,000 allowance will not be billed. One-Year Service Guarantee If the employment of the candidate selected and appointed by the City as a result of a full executive recruitment (Phases I, II, and III) comes to an end before the completion of the first year of service, CPS HR will provide the City with professional services to appoint a replacement. Professional consulting services will be provided at no cost. The City would be responsible only for expenses such as re-advertising, consultant travel, additional background checks, etc. This guarantee does not apply to situations in which the successful candidate is promoted or re- assigned within the organization during the one-year period. Additionally, should the initial recruitment efforts not result in a successful appointment, CPS HR will extend the aggressive recruiting efforts and screen qualified candidates until an offer is made and accepted. CPS HR does not provide a guarantee for candidates placed as a result of a partial recruitment effort. Docusign Envelope ID: BFE83D96-FB26-854D-82E8-93AA9D752D0E Proposal to City of Denton Executive Recruitment Services for Human Resources Director  Page | 14 We thank you for your consideration of our proposal. We are committed to providing high quality and expert solutions and look forward to partnering with the City of Denton in this important endeavor. Docusign Envelope ID: BFE83D96-FB26-854D-82E8-93AA9D752D0E Proposal to City of Denton Executive Recruitment Services for Human Resources Director  Page | 15 Appendix A: Sample Brochure Docusign Envelope ID: BFE83D96-FB26-854D-82E8-93AA9D752D0E Exhibit B INSURANCE REQUIREMENTS Respondent’s attention is directed to the insurance requirements below. It is highly recommended that respondents confer with their respective insurance carriers or brokers to determine in advance of Proposal/Bid submission the availability of insurance certificates and endorsements as prescribed and provided herein. If an apparent low respondent fails to comply strictly with the insurance requirements, that respondent may be disqualified from award of the contract. Upon contract award, all insurance requirements shall become contractual obligations, which the successful contractor 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 contract award, Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract 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 proposal/bid opening, since the insurance requirements may not be modified or waived after proposal/bid opening unless a written exception has been submitted with the proposal/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 AGREEMENT, or longer, if so noted: • 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- or better. • Any deductibles or self-insured retentions shall be declared in the 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. • Liability policies shall be endorsed to provide the following: o Name as Additional Insured the City of Denton, its Officials, Agents, Employees, and volunteers. o That such insurance is primary to any other insurance available to the Docusign Envelope ID: BFE83D96-FB26-854D-82E8-93AA9D752D0E 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. o Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers. • Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. • 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. • 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. • 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 AGREEMENT shall additionally comply with the following specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the AGREEMENT, or longer, if so noted: A. COMMERCIAL GENERAL LIABILITY INSURANCE Commercial General Liability Insurance including, but not limited to, Premises/Operations, Personal & Advertising Injury, Products/Completed Operations, Independent Contractors, and Contractual Liability with minimum combined bodily injury (including death) and property damage limits of $1,000,000.00 per occurrence and $2,000,000.00 general aggregate. B. PROFESSIONAL LIABILITY INSURANCE If CONTRACTOR is a licensed or certified person who renders professional services, then Professional Liability Insurance to provide coverage against any claim which the CONTRACTOR becomes legally obligated to pay as damages arising out of the performance of professional services caused by Docusign Envelope ID: BFE83D96-FB26-854D-82E8-93AA9D752D0E any negligent error, omission or act with minimum limits of $1,000,000.00 per claim, $2,000,000.00 annual aggregate. SUBCONTRACTING LIABILITY (1) Without limiting any of the other obligations or liabilities of the CONTRACTOR, the CONTRACTOR shall require each Subcontractor performing work under the contract, at the Subcontractor's own expense, to maintain during the engagement with the CITY, types and limits of insurance that are appropriate for the services/work being performed, comply with all applicable laws and are consistent with industry standards. The Subcontractor’s liability insurance shall name CONTRACTOR as an additional insured. (2) CONTRACTOR shall obtain and monitor the certificates of insurance from each Subcontractor. CONTRACTOR must retain the certificates of insurance for the duration of the contract and shall have the responsibility of enforcing insurance requirements among its subcontractors. The CITY shall be entitled, upon request and without expense, to receive copies of these certificates. Docusign Envelope ID: BFE83D96-FB26-854D-82E8-93AA9D752D0E CONFLICT OF INTEREST QUESTIONNAIRE 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 Docusign Envelope ID: BFE83D96-FB26-854D-82E8-93AA9D752D0E Exhibit C X X X CPS HR Consulting X 9/24/2026 None Certificate Of Completion Envelope Id: BFE83D96-FB26-854D-82E8-93AA9D752D0E Status: Completed Subject: ***Purchasing Approval***9150 - Director of HR Recruitment Source Envelope: Document Pages: 35 Signatures: 5 Envelope Originator: Certificate Pages: 6 Initials: 1 Christina Dormady AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 christina.dormady@cityofdenton.com IP Address: 198.49.140.10 Record Tracking Status: Original 9/23/2026 11:01:15 AM Holder: Christina Dormady christina.dormady@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Christina Dormady christina.dormady@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.10 Sent: 9/23/2026 11:06:12 AM Viewed: 9/23/2026 11:06:23 AM Signed: 9/23/2026 11:06:27 AM Electronic Record and Signature Disclosure: Not Offered via Docusign Christa Christian Christa.christian@cityofdenton.com Purchasing Supervisor City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 9/23/2026 11:06:29 AM Viewed: 9/23/2026 2:38:36 PM Signed: 9/23/2026 2:38:55 PM Electronic Record and Signature Disclosure: Not Offered via Docusign Leah Bush leah.bush@cityofdenton.com Assistant City Attorney Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 9/23/2026 2:38:57 PM Viewed: 9/24/2026 5:05:39 PM Signed: 9/24/2026 5:07:19 PM Electronic Record and Signature Disclosure: Not Offered via Docusign Melissa Asher masher@cpshr.us Client Services Chief CPS HR Consulting Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 2600:1700:7265:c020:3993:37fc:c29:cbb7 Sent: 9/24/2026 5:07:21 PM Viewed: 9/24/2026 5:18:43 PM Signed: 9/24/2026 6:22:51 PM Electronic Record and Signature Disclosure: Accepted: 9/24/2026 5:18:43 PM ID: 7f80a93c-7eb1-4ce6-b22f-6603bc6abf3a Signer Events Signature Timestamp Frank Dixon Frank.Dixon@cityofdenton.com Assistant City Manager Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 9/24/2026 6:22:54 PM Viewed: 9/25/2026 8:02:54 AM Signed: 9/25/2026 8:03:20 AM Electronic Record and Signature Disclosure: Accepted: 9/25/2026 8:02:54 AM ID: e3985d0d-c8bc-4819-bbeb-61edbbc145a1 Christina Dormady christina.dormady@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 9/25/2026 8:03:23 AM Viewed: 9/25/2026 8:06:32 AM Signed: 9/25/2026 8:06:44 AM Electronic Record and Signature Disclosure: Not Offered via Docusign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Sent: 9/25/2026 8:06:46 AM Electronic Record and Signature Disclosure: Not Offered via Docusign Charla Warren charla.warren@cityofdenton.com Talent Acquisition Manager Security Level: Email, Account Authentication (None) Sent: 9/25/2026 8:06:47 AM Viewed: 9/25/2026 8:20:46 AM Electronic Record and Signature Disclosure: Not Offered via Docusign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 9/23/2026 11:06:13 AM Certified Delivered Security Checked 9/25/2026 8:06:32 AM Signing Complete Security Checked 9/25/2026 8:06:44 AM Completed Security Checked 9/25/2026 8:06:47 AM 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. Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Melissa Asher, Frank Dixon 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.